UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary proxy statement.
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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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Definitive proxy statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to Rule 240.14a-12.
APPLIED ENERGETICS, INC.
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(Name of Registrant as Specified in its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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APPLIED ENERGETICS, INC.
3590 East Columbia Street
Tucson, Arizona 85714
SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD April
___, 2012
March __, 2012
Dear Stockholder:
You are cordially invited
to attend a Special Meeting of Stockholders of Applied Energetics, Inc. (the “Company”) to be held on _____, April
, 2012 at 10:00 a.m. local time, at __________________________, New York, New York ____ (the “Special Meeting”).
This proxy is solicited on behalf of the Board of Directors of the Company.
The only matters scheduled
to be considered at the Special Meeting are proposals to amend the Company’s Certificate of Incorporation to increase the
number of authorized shares of Common Stock, par value $0.001 per share, from 125,000,000 shares to 500,000,000 shares. The
Board of Directors recommends the approval of the proposal being presented at the Special Meeting as being in the best interests
of the Company and its stockholders.
I hope that you will be
able to join us. Your vote is important to us and to our business. I encourage you to vote by telephone, over the Internet,
or by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at the Special Meeting,
whether or not you plan to attend. If you attend the Special Meeting, you will, of course, have the right to revoke the proxy
and vote your shares in person.
The proxy materials are
being distributed and made available on or about March __, 2012.
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Sincerely,
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James M. Feigley
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Chairman of the Board of Directors
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APPLIED ENERGETICS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL __, 2012
TO THE STOCKHOLDERS OF THE COMPANY:
NOTICE IS HEREBY GIVEN
that a Special Meeting of Stockholders of Applied Energetics, Inc. (“Applied Energetics” or the “Company”)
will be held on ______, April ___, 2012 at 10:00 a.m. local time, at ________ __________________________, New York, New York
_____ (the “Special Meeting”), for the following purposes:
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1.
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To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of
Common Stock, par value $0.001 per share, from 125,000,000 shares to 500,000,000 shares; and
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2.
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To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.
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The foregoing items of
business are more fully described in the Proxy Statement for Special Meeting of Stockholders accompanying this Notice of Special
Meeting of Stockholders. Only stockholders of the Company of record at the close of business on March 7, 2012 are entitled
to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.
We will make available
a list of stockholders as of the close of business on March 13, 2012 for inspection by stockholders during normal business hours
from 9:00 a.m. to 5:00 p.m. local time, from March 13, 2012 through April ___, 2012, at the Company’s executive
offices, 3590 East Columbia Street, Tucson, Arizona 86714. This list will also be available to stockholders at the Special Meeting.
All stockholders of the
Company are cordially invited to attend the Special Meeting in person. However, to ensure your representation at the Special
Meeting, you are urged to vote by telephone, over the Internet, or by marking, signing, dating and returning your proxy card.
You may revoke your voted proxy at any time prior to the Special Meeting or vote in person if you attend the Special Meeting.
Important Notice Regarding
the Availability of Proxy Materials for the Stockholders Meeting to be Held on April ___, 2012.
Pursuant to rules of the Securities
and Exchange Commission, we have elected to provide access to our proxy materials both by sending you this full set of proxy materials,
including a proxy card, and by notifying you of the availability of our proxy materials on the Internet.
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Sincerely,
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James M. Feigley
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Chairman of the Board of Directors
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__________, 2012
IMPORTANT: WHETHER OR NOT YOU PLAN
TO ATTEND THE SPECIAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE. IN ADDITION TO VOTING IN PERSON,
STOCKHOLDERS OF RECORD MAY VOTE VIA A TOLL FREE TELEPHONE NUMBER OR OVER THE INTERNET AS INSTRUCTED IN
THESE
MATERIALS. YOU MAY ALSO VOTE BY MARKING, SIGNING, DATING AND MAILING THE PROXY CARD PROMPTLY IN THE RETURN ENVELOPE
PROVIDED. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BROKER OR OTHER INTERMEDIARY AND YOU WISH TO VOTE AT THE SPECIAL
MEETING, YOU MUST OBTAIN A LEGAL PROXY FORM FROM THAT RECORD HOLDER.
TABLE OF CONTENTS
Information Concerning Solicitation and Voting
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1
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Proposal One - Amendment to Our Certificate of Incorporation to Increase Authorized Shares
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Principal Stockholders and Security Ownership of Management
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5
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Other Matters
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APPLIED ENERGETICS, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The Board of Directors
(the “Board” or the “Board of Directors”) of Applied Energetics, Inc. (“Applied Energetics”
or the “Company”) is soliciting proxies to be voted at the Special Meeting of Stockholders of the Company (the “Special
Meeting”) to be held April ___, 2012 at 10:00 a.m. local time, for the purposes set forth herein and in the accompanying
Notice of Special Meeting of Stockholders of the Company (the “Notice”). The Special Meeting will be held at
_________________________________, New York, New York _____. The Company’s executive offices are located at 3590 East Columbia
Street, Tucson, Arizona 85714. In this proxy, unless the context requires otherwise, references to “we”, “our”,
or “us” refer to the Company.
The proxy materials are
being distributed and made available on or about March __, 2012. This proxy statement contains important information for you to
consider when deciding how to vote on matters brought before the Special Meeting. Please read it carefully.
Purpose of the Special Meeting
The purpose of the Special
Meeting is for the Company’s stockholders to consider and vote upon: (i) the proposal to amend the Company’s
Certificate of Incorporation to increase the number of authorized shares of Common Stock from 125,000,000 shares to 500,000,000
shares (the “Amendment”); and (ii) any other business that is related to the approval of the proposed Amendment, including
matters incident to the conduct of the Special Meeting, such as any motion for adjournment or postponement. The changes to
the Company’s Certificate of Incorporation that would be enacted if Amendment is Amendment is adopted are set forth in Appendix
A to this proxy statement.
Upon receiving stockholder
approval, the Board of Directors will have authority, but not the obligation to effect the Amendment.
Record Date, Outstanding Voting Securities
Holders of record of Common
Stock at the close of business on March 7, 2012 (the “Record Date”) are entitled to notice of, and to vote at, the
Special Meeting. Each share entitles its holder to one vote. As of the record date, _____________ shares of Common Stock were
issued and outstanding. There are no other outstanding securities of the Company entitled to vote on the proposals.
Quorum
The presence, in person
or by proxy, of the holders of a majority of the shares of Common Stock entitled to vote at the Special Meeting is necessary to
constitute a quorum at the Special Meeting. Such stockholders are counted as present at the Special Meeting if they (i) are
present in person at the Special Meeting or (ii) have properly submitted their vote by telephone, over the Internet, or by
returning their proxy card. Abstentions and withheld votes will be counted for determining whether a quorum is present for the
Special Meeting.
Required Vote
The Amendment (Proposal
1) requires the affirmative vote (“FOR” vote) of a majority of the issued and outstanding shares of Common Stock, so
a failure to vote your shares is effectively a vote “AGAINST” the proposal. You may vote for, against, or abstain
on the Amendment. Abstentions from voting will be considered shares present and entitled to vote on the Amendment and, since
approval of the Amendment requires a majority of the issued and outstanding shares of the Company’s Common Stock, will have
the same effect as a vote “AGAINST” the Amendment.
Discretionary Proposals
If you are the beneficial
owner and hold your shares in street name and do not provide your bank, broker or other nominee that holds your shares with voting
instructions, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular
matter. Your bank, broker or other nominee may vote your shares in its discretion on “routine” matters.
Each of the proposals to be considered at the Special Meeting is considered a “routine” matter. This means that
your bank, broker or other nominee may vote in its discretion on the Special Meeting proposals on your behalf if you have not furnished
voting instructions.
No stockholder shall be
entitled to cumulate votes. Continental Stock Transfer & Trust Company (“CST”) will receive and tabulate
the proxies.
Board of Directors’ Recommendations
The Board of Directors recommends a vote “FOR”
the proposal to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock,
par value $0.001 per share, from 125,000,000 shares to 500,000,000 shares (Proposal 1).
How to Vote
Stockholders can vote in
person at the annual meeting or by proxy. There are three ways to vote by proxy:
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By Telephone
– You can vote by telephone by calling 1-800-690-6903 and following
the instructions on the proxy card;
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By
Internet
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You can vote over the
internet at
www.proxyvote.com
by following instructions
on the proxy card; or
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By Mail
– If you received your proxy materials by mail, you can vote by mail
by signing, dating and mailing the enclosed proxy card.
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Telephone and Internet
voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EDT) on January 17,
2012.
Revocability of Proxies
If you are a stockholder
of record, you may revoke your proxy and change your vote at any time before the Special Meeting by: (i) delivering a written
notice of revocation to our Secretary at our principal executive offices; (ii) voting again over the Internet or by telephone (only
your latest Internet or telephone proxy submitted prior to the Special Meeting will be counted) or by signing and returning a new
proxy card with a later date; or (iii) by attending the Special Meeting and voting in person.
If you are a beneficial
owner, you may revoke your proxy and change your vote at any time before the Special Meeting by: (i) submitting new voting
instructions to your broker or other intermediary; or (ii) if you have obtained a legal proxy from your broker or other intermediary,
by attending the Special Meeting and voting in person.
Solicitation
The cost of soliciting
proxies will be borne by the Company. The Company will reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation material to such beneficial owners. In addition to solicitation by
use of the mail or via the Internet, proxies may also be solicited by certain of the Company’s directors, officers and regular
employees, without additional compensation, personally or by telephone, facsimile or letter.
PROPOSAL 1
APPROVAL OF AMENDMENT
TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
The Company’s Certificate
of Incorporation currently authorizes the issuance of up to 125,000,000 shares of Common Stock. The Board of Directors unanimously
adopted a resolution setting forth an amendment to the Company’s Certificate of Incorporation, subject to stockholder approval,
to increase the shares of Common Stock that are authorized for issuance by 125,000,000 shares, bringing the total number of shares
of Common Stock authorized for issuance to 500,000,000 shares (the “Amendment”). The Amendment would also have
the effect of increasing the number of authorized shares of capital stock to 502,000,000 shares. No change will be made to the
other provisions of the Company’s Certificate of Incorporation on the basis of this proposal. If approved by the stockholders,
the Board would have discretion to implement the Amendment. The actual timing for implementation of the Amendment would be determined
by the Board based on its evaluation as to when such action would be most advantageous to the Company and its stockholders. Furthermore,
notwithstanding stockholder approval, the Board also would have the discretion not to implement the Amendment. The additional authorized
shares of Common Stock, if and when issued, would have the same rights and privileges as the shares of Common Stock previously
authorized and issued and outstanding. As of the Record Date, there were _____________ shares of Common Stock issued,
and outstanding and an aggregate of _________ shares reserved for issuance under our existing equity compensation plans and
conversion of outstanding preferred stock. At the present time, approximately __________ shares remain available that
could be authorized for future issuance.
The
additional shares of Common Stock authorized by the amendment to the Company’s Certificate of
Incorporation
may be issued at the direction of the Board of Directors from time to time for any proper corporate purpose, including, without
limitation, in connection with stock splits, stock dividends, sales of our Common Stock, employee stock incentive plans, other
stock ownership plans, acquisitions and to engage in other types of capital raises or strategic transactions.
The holders of shares of
Common Stock do not presently have preemptive rights to subscribe for any of the Company’s securities and holders of Common
Stock will not have any such rights to subscribe for the additional Common Stock proposed to be authorized. The Company currently
does not anticipate that it will seek authorization from stockholders for issuance of additional shares of Common Stock unless
required by applicable laws or exchange rules.
As the number of outstanding
shares of Common Stock and shares reserved for issuance is approaching the 125,000,000 current share limit in our Certificate of
Incorporation, the Board of Directors believes that failure to approve this proposal would seriously restrict our ability to manage
our capital needs, to the detriment of stockholders’ interests. The Board of Directors believes additional authorized
shares will allow the Company to act with flexibility when and as appropriate to issue additional shares in the future without
the delays necessitated by having to obtain stockholder approval (except as otherwise required by law or by the rules of any
securities exchange on which the shares of Common Stock are listed) and to take advantage of changing market and financial conditions
in a timely manner. Approval by the stockholders of this proposal at the Annual Meeting of Stockholders will avoid the possible
need to call and hold a special meeting on an expedited basis for that purpose at a later date thereby enabling the Company to
act quickly where a potential capital raising or acquisition opportunity arises or if the Board otherwise determines that it is
advisable to issue additional shares of Common Stock. Although the Company may from time to time evaluate one or more potential
candidates, the Company does not have any immediate plans, commitments or understanding with respect to any financings or acquisitions
at this time.
As indicated above, the
additional shares of Common Stock authorized by the Amendment would allow the Company to increase its capital to effect stock splits,
stock dividends, sales of our Common Stock, employee stock incentive plans, other stock ownership plans, acquisitions and to engage
in other types of capital raises or strategic transactions. The subsequent issuance of additional Common Stock would result
in dilution of net income per share and book value per share and the dilution of voting rights of each share of Common Stock.
Once authorized, additional
shares of Common Stock may be issued with approval of the Board of Directors at such time or times, to such persons and for such
consideration as the Board deems appropriate, without further stockholder action, unless stockholder approval is required by law
or the company’s Certificate of Incorporation or By-laws. The Board of Directors has not proposed the increase in the amount
of authorized shares with the intention of discouraging tender offers or takeover attempts of the Company. However, the availability
of additional authorized shares for issuance may have the effect of discouraging a merger, tender offer, proxy contest or other
attempt to obtain control of the Company. Although such additional shares could be used to dilute the share ownership of persons
seeking to obtain control of the Company, approval of this proposal is not being sought for that purpose. Holders of Common stock
have no preemptive rights.
Except for shares reserved
for issuance under our existing equity compensation plans, the Board of Directors has no current plans to issue additional shares
of Common Stock. However, the Board of Directors believes that the benefits of providing the Company with the flexibility
to issue shares without delay for any proper business purpose outweighs any possible disadvantages of dilution in our Common Stock.
If the proposal to amend
the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock is approved by the
stockholders at the Special Meeting and the Board elects to proceed with the Amendment, the Amendment will become effective when
the filing of a certificate of amendment to the Company’s Certificate of Incorporation is accepted and recorded by the Secretary
of State of the State of Delaware, although the exact time of the filing will be determined by the Board based on its determination
that such action will be in the best interests of the Company and its stockholders. The changes to the Company’s Certificate
of Incorporation that would be enacted if the Amendment is adopted are set forth in Appendix A to this proxy statement; provided,
however, that such text is subject to audit to include such changes it may be required by the office of the Secretary of State
of the State of Delaware and as the Board deems necessary and advisable to effect the Amendment.
Approval of the Amendment
to increase the number of authorized shares of the Company’s Common Stock to 500,000,000 shares requires the affirmative
vote of a majority of the outstanding shares of Common Stock entitled to vote thereon. If a stockholder abstains from voting
or directs the stockholder’s proxy to abstain from voting, such shares are considered present at the Special Meeting for
purposes of the Amendment, but, because they are not affirmative votes for the proposal, they will have the same effect as votes
against the proposal.
THE BOARD OF DIRECTORS
BELIEVES THE PROPOSED AMENDMENT IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION.
PRINCIPAL STOCKHOLDERS
AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets
forth information regarding the beneficial ownership of our Common Stock, based on information provided by the persons below in
publicly available filings, as of the record date:
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each of the directors and executive officers;
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all directors and executive officers of ours as a group; and
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each person who is known by us to beneficially own more than five percent of the outstanding shares
of our Common Stock.
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Unless otherwise indicated,
the address of each officer and director is in care of Applied Energetics, 3590 East Columbia Street, Tucson, Arizona 85714. Unless
otherwise indicated, the Company believes that all persons in the following table have sole voting and investment power with respect
to all shares of common stock that they beneficially own.
For purposes of this table,
a person is deemed to be the beneficial owner of the securities if that person has the right to acquire such securities within
60 days of the Record Date upon the exercise of options or warrants. In determining the percentage ownership of the persons in
the table below, we assumed in each case that the person exercised all options and warrants which are currently held by that person
and which are exercisable within such 60 day period, but that options and warrants held by all other persons were not exercised,
and based the percentage ownership on __________ shares outstanding on the Record Date. Restricted stock units which were granted
February 28, 2011, do not begin vesting until the third business day following the dates on which we file our Annual Report on
Form 10-K for the years ending December 31, 2011, 2012 and 2013 with the Securities and Exchange Commission. Therefore, they are
not included in the table below.
Name of Beneficial Owner
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Number of Shares Beneficially
Owned (1)
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Percentage of Shares
Beneficially Owned (1)
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Superius Securities Group Inc. Profit Sharing Plan
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8,535,997
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(2)
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9.3
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%
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Joseph C. Hayden
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5,604,468
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6.1
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%
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James M. Feigley
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533,697
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(3)
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*
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Eric F. Lau
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405,418
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(4)
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*
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Humberto A. Astorga
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292,516
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(5)
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*
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James K. Harlan
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255,615
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(6)
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*
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Mark J. Lister
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125,000
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(7)
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*
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John F. Levy
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87,500
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(8)
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George P. Farley
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0
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(9)
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*
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All directors and executive officers as a group (8 persons)
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7,334,212
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7.9
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%
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* Less than 1%
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(1)
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Computed based upon the total number of shares of common stock, restricted shares of common stock
and shares of common stock underlying options held by that person that are exercisable within 60 days of the Record Date.
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(2)
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Based on information contained in a report on Schedule 13G filed with the SEC on October 29, 2009.
The address of Superius Securities Group Inc. Profit Sharing Plan is 94 Grand Ave., Englewood, NJ 07631.
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(3)
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Represents 103,697 shares of common stock and 430,000 options exercisable within 60 days of record
date.
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(4)
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Represents 35,084 shares of common stock and 370,334 options exercisable within 60 days record
date.
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(5)
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Represents 34,516 shares of common stock and 258,000 options exercisable within 60 days record
date.
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(6)
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Represents 64,365 shares of common stock and 191,250 options exercisable within 60 days of record
date.
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(7)
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Represents 75,000 shares of common stock and 50,000 options exercisable within 60 days of record
date.
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(8)
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Represents 37,500 shares of common stock and 50,000 options exercisable within 60 days of record
date.
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(9)
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Mr. Farley denies beneficial ownership of the common shares and common shares issuable upon exercise
of options he transferred to various LLCs.
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OTHER MATTERS
The Company knows of no
other matters to be submitted to the Special Meeting. If any other matters properly come before the Special Meeting, it is the
intention of the persons named in the proxy to vote the shares they represent as the Board of Directors may recommend.
It is important that your
shares be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote
by calling the toll free number or over the Internet or by marking, signing, dating and returning your proxy card.
BY ORDER
OF THE BOARD OF DIRECTORS
Dated: March __, 2012
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JAMES M. FEIGLEY
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Chairman of the Board of Directors
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APPENDIX A
Proposed Amendment to Certificate of Incorporation
to Increase Authorized Shares of Common Stock (Proposal 1)
Article Fourth will be amended and restated
by deleting the first sentence of Article Fourth and replacing it with the following:
“The total number
of shares of capital stock which the Corporation shall have the authority to issue is Five Hundred Two Million (502,000,000), consisting
of Five Hundred Million (500,000,000) shares of Common Stock, par value $.001 per share (“Common Stock”), and Two Million
(2,000,000) shares of Preferred Stock, par value $.001 per shares (“Preferred Stock”).
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FOLD
AND DETACH HERE AND READ THE REVERSE SIDE
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THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE INSTRUCTIONS GIVEN ON THE REVERSE SIDE.
IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY
WILL BE VOTED FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
Please mark, sign and return this proxy card
promptly using the enclosed envelope.
The undersigned hereby appoints Joseph Hayden
and Humberto Astorga, and each of them, Proxies, with full power of substitution in each of them, in the name, place and stead
of the undersigned, to vote at the Special Meeting of Stockholders of Applied Energetics, Inc. on ______, April ____, 2012, at
__________________, New York, New York ______, or at any adjournment or adjournments thereof, according to the number of votes
that the undersigned would be entitled to vote if personally present, upon the following matters:
(continued and to be marked, dated and signed
on reverse side)
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Ú
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
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PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD April ____, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
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Please mark
your votes
like this
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x
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1.
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PROPOSAL TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION: TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 125,000,000 TO 500,000,000
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For
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Against
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Abstain
2.
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In their discretion, the Proxies are authorized to vote upon such other business as may properly come before
the meeting.
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COMPANY ID:
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PROXY NUMBER:
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ACCOUNT NUMBER:
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SIGNATURE
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SIGNATURE IF HELD JOINTLY
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DATE
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, 2012
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NOTE: Please sign exactly as name appears hereon.
When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
Grafico Azioni Applied Energetics (QB) (USOTC:AERG)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Applied Energetics (QB) (USOTC:AERG)
Storico
Da Giu 2023 a Giu 2024