Vote Required and Board Recommendations
The
proposal to ratify the appointment of Berenfeld as the Company’s independent
auditors will be approved by the stockholders if it receives the affirmative vote of a
majority of the votes cast by the holders of Class A Common Stock and Class B Common
Stock, voting together as a single class.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RATIFYING THE SELECTION OF BERERFELD SPRITZER SHECHTER & SHEER, LLP AS THE
COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR 2008.
AUDIT COMPENSATION INFORMATION
Audit Fees
The
aggregate fees for professional services rendered by Berkowitz Dick Pollack and Brant,
LLP (“BDPB”) and Berenfeld Spritzer Shechter & Sheer, LLP
(“Berenfeld”) for the audit of the Company’s financial statements for
the fiscal years ended December 31, 2007 and December 31, 2006, and the reviews of the
financial statements included in the Company’s Forms 10-QSB for such fiscal
years, were approximately $51,000 and $56,000, respectively.
Audit-Related Fees
During the fiscal years ended December 31, 2007 and December 31, 2006,
BDPB provided $1,261 and zero, respectively, in audit related services to the
Company. Berenfeld provided no audit related services during the fiscal years ended December 31, 2007 and December 31, 2006.
Tax Fees
The
aggregate fees billed for tax services provided by BDPB in connection with tax
compliance, tax consulting and tax planning services for the fiscal years ended
December 31, 2007 and December 31, 2006, were approximately $8,038 and $8,700,
respectively. Berenfeld provided no tax related services during the fiscal years ended December 31, 2007 and December 31, 2006.
All Other Fees
The
Company paid other additional fees to Berenfeld and BDPB for the fiscal years ended
December 31, 2007 and December 31, 2006 of $2,600 and $835, respectively.
Pre-approval of Services by the External Auditor
The
Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit
services by the Company’s external auditor. The Audit Committee will consider
annually and, if appropriate, approve the provision of audit services by its external
auditor and consider and, if appropriate, pre-approve, the provision of certain defined
audit and non-audit services. The Audit Committee will also consider on a case by case
basis and, if appropriate, approve specific engagements that are not otherwise
pre-approved. Of the
Audit-Related Fees, Tax Fee
and
All Other Fees
described above, the Audit Committee pre-approved the fees
billed.
OTHER BUSINESS
The
Company knows of no other business to be brought at the Annual Meeting. If, however,
any other business should be properly brought before the Annual Meeting, those persons
named in the accompanying proxy will vote proxies as in their discretion they may deem
appropriate, unless you direct them to do otherwise in your proxy.
OTHER MATTERS
Stockholder Proposals
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present
proper proposals for inclusion in the Company’s proxy statement and for
consideration at the next annual meeting of stockholders by submitting such
14
proposals to the Company in a timely manner. In order to be so included
for the 2009 annual meeting, stockholder proposals must be received by the Company no
later than February 1, 2009 and must otherwise comply with the requirements of Rule
14a-8.
The
Company’s by-laws establish advance notice procedures for holders of Class A
Common Stock to make nominations of candidates for election as directors, or bring
other business before an annual meeting of stockholders, where such nomination or other
business has not been proposed for inclusion in the Company’s proxy statement
pursuant to Rule 14a-8. These procedures provide that only persons who are nominated by
or at the direction of our Board of Directors, by the holders of the Class B Common
Stock in accordance with the nomination and election rights granted to such holders, or
by a Class A stockholder who has given timely written notice to our Secretary before
the meeting at which directors are to be elected, will be eligible for election as one
of our directors. Further, these procedures provide that at an annual meeting, the only
business that may be conducted is the business that has been specified in the notice of
the meeting given by, or at the direction of, our Board or by a stockholder who has
given timely written notice to our Secretary of such stockholder’s intention to
bring that business before the meeting.
Under these procedures, as to the holders of our Class A Common Stock,
notice of stockholder nominations to be made or business to be conducted at an annual
meeting must be received by us not less than 60 days nor more than 120 days before the
date of the meeting, or, if less than 70 days’ notice or prior public disclosure
of the date of the meeting is given or made to the stockholders, the 10
th
day following the earlier of (1) the day notice was mailed or (2) the day public
disclosure was made.
Under our by-laws, as to the holders of our Class A Common Stock, a
stockholder’s notice nominating a person for election as a director must contain
specific information about the proposed nominee and the nominating stockholder. If our
Board determines that a nomination was not made in the manner described in our by-laws,
the nomination will be disregarded. Similarly, as to the holders of our Class A Common
Stock, a stockholder’s notice proposing the conduct of business must contain
specific information about the business and about the proposing stockholder. If our
Board determines that business was not properly brought before the meeting in the
manner described in our by-laws, the business will not be conducted.
By
requiring advance notice of nominations by holders of our Class A Common Stock, our
by-laws afford our Board an opportunity to consider the qualifications of the proposed
nominee to the extent deemed necessary or desirable by our Board, to inform
stockholders about these qualifications. By requiring advance notice of other proposed
business, our by-laws also provide an orderly procedure for conducting annual meetings
of stockholders and, to the extent deemed necessary or desirable by our Board, provides
our Board with an opportunity to inform stockholders, before meetings, of any business
proposed to be conducted at the meetings, together with any recommendations as to our
board’s position regarding action to be taken with respect to the business, so
that stockholders can better decide whether to attend a meeting or to grant a proxy
regarding the disposition of any business.
The
cost of solicitation of proxies for use at the Annual Meeting will be borne by the
Company. Solicitations will be made by mail or by facsimile, but regular employees of
the Company may solicit proxies personally or by telephone.
OTHER INFORMATION
The
Company’s Annual Report is being provided with this proxy statement. Only one
Annual Report and proxy statement may be delivered to multiple security holders sharing
an address unless the Company receives contrary instructions from one or more of the
security holders. Any security holder at a shared address to which a single copy of the
annual report and proxy statement was delivered my provide instructions to the Company
to receive a separate copy (without charge) of the Annual Report and proxy statement by
mailing a request. The Company will also provide to any stockholder, upon written
request and without charge, a copy (without exhibits) of all information incorporated
by reference in this proxy statement. Requests should be addressed to Le@P Technology,
Inc., Investor Relations, 5601 North Dixie Highway, Suite 411, Fort Lauderdale, Florida
33334, (954) 771-1772.
15