UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO
SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 1)
Filed by the
Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
þ
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 §240.14a-12
SENTISEARCH, INC.
(Name of Registrant as Specified in
Its Charter)
(Name of Person(s) Filing Proxy
Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ
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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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4.
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Proposed maximum aggregate value of transaction:
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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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1.
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Amount Previously Paid:
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2.
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Form, Schedule or Registration Statement No.:
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TABLE OF CONTENTS
SENTISEARCH,
INC.
May , 2008
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of SentiSearch, Inc. (the “Company”) to
be held on Tuesday, June 24, 2008 at 10:30 a.m., at
the offices of Fulbright & Jaworski L.L.P.,
666 Fifth Avenue,
31
st
Floor,
New York, NY 10103, for the following purposes:
(i) the election of three directors to serve until the 2009
annual meeting or until their respective successors are elected
and have been qualified;
(ii) the approval of an amendment to our Certificate of
Incorporation to increase the number of authorized shares of our
Common Stock; and
(iii) the transaction of such other business as may
properly come before the meeting or any adjournment thereof.
Detailed information concerning these matters is set forth in
the attached Notice of Annual Meeting of Stockholders and Proxy
Statement.
Your vote is important. Whether or not you plan to attend the
meeting, please either vote by telephone or internet or by
promptly signing and returning your proxy card in the enclosed
envelope. If you then attend and wish to vote your shares in
person, you still may do so. In addition to the matters noted
above, we will discuss the business of the Company and be
available for your comments and discussion relating to the
Company.
I look forward to seeing you at the meeting.
Sincerely,
Joseph K. Pagano
Chairman and Chief Executive Officer
SENTISEARCH,
INC.
1217 South Flagler Drive,
3
rd
Floor
West Palm Beach, FL 33401
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
June 24, 2008
Notice is hereby given that the Annual Meeting of Stockholders
of SentiSearch, Inc. (the “Company”) will be held on
Tuesday, June 24, 2008 at 10:30 a.m., at the offices
of Fulbright & Jaworski L.L.P., 666 Fifth Avenue,
31
st
Floor,
New York, NY 10103 for the following purposes:
(i) the election of three directors to serve until the 2009
annual meeting or until their respective successors are elected
and have been qualified;
(ii) the approval of an amendment to our Certificate of
Incorporation to increase the number of authorized shares of our
Common Stock; and
(iii) the transaction of such other business as may
properly come before the meeting or any adjournment thereof.
You are entitled to vote at the Annual Meeting only if you were
a Company stockholder of record at the close of business on
May 23, 2008. You are cordially invited to attend the
Annual Meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
VOTE BY TELEPHONE OR INTERNET OR MARK YOUR VOTES, THEN DATE AND
SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY IF
YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR
SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
Joseph K. Pagano,
Chairman and Chief Executive Officer
May , 2008
SENTISEARCH,
INC.
1217 South Flagler Drive,
3
rd
Floor
West Palm Beach, FL 33401
PROXY
STATEMENT
QUESTIONS
AND ANSWERS
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1.
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Q: Why am I receiving these materials?
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A: This Proxy Statement and enclosed forms of proxy
(first mailed to stockholders on or about May ,
2008) are furnished in connection with the solicitation by
our Board of Directors of proxies for use at the Annual Meeting
of Stockholders, or at any adjournment thereof. The Annual
Meeting will be held on Tuesday, June 24, 2008 at
10:30 a.m., at the offices of Fulbright &
Jaworski L.L.P., 666 Fifth Avenue, 31st Floor, New York, NY
10103. As a stockholder, you are invited to attend the Annual
Meeting and are requested to vote on the items of business
described in this Proxy Statement.
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2.
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Q: What is the purpose of the Annual Meeting?
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A: The Annual Meeting is being held (1) to have
our stockholders elect three directors, each to serve for a term
of one year until the annual meeting of stockholders in 2009 or
until the election and qualification of his successor;
(2) to approve an amendment to our Certificate of
Incorporation to increase the number of authorized shares of our
Common Stock; and (3) to transact such other business as
may properly be brought before the meeting or any adjournment
thereof. We will also discuss our business and be available for
your comments and discussion.
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3.
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Q: How may I obtain your Annual Report for
2007?
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A: A copy of our Annual Report on
Form 10-KSB,
including financial statements, as amended, for the year ended
December 31, 2007, is enclosed herewith. The Annual Report
on
Form 10-KSB,
as amended, is not part of this Proxy Statement.
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4.
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Q: Who may attend the Annual Meeting?
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A: Stockholders of record as of the close of business
on May 23, 2008, or their duly appointed proxies, may
attend the meeting. Stockholders whose shares are held through a
broker or other nominee will need to bring a copy of a brokerage
statement reflecting their ownership of our Common Stock as of
the record date.
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5.
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Q: Who is entitled to vote at the Annual
Meeting?
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A: Only stockholders of record as of the close of
business on May 23, 2008 are entitled to vote at the Annual
Meeting. On that date, 7,694,542 shares of Common Stock,
par value $.0001 per share, were issued and outstanding. Each
stockholder is entitled to one vote per share of our Common
Stock that he, she or it holds.
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6.
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Q: Who is soliciting my vote?
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A: The principal solicitation of proxies is being
made by the Board of Directors by mail. Certain of our officers,
directors and employees, none of whom will receive additional
compensation therefor, may solicit proxies by telephone or other
personal contact. We will bear the cost of the solicitation of
the proxies, including postage, printing and handling and will
reimburse the reasonable expenses of brokerage firms and others
for forwarding material to beneficial owners of shares.
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7.
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Q: How does the Board of Directors recommend that
I vote?
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A: The Board of Directors recommends that
stockholders vote shares “FOR” the election of the
nominees to the Board of Directors and “FOR” the
approval of the amendment to our Certificate of Incorporation to
increase the number of authorized shares of our Common Stock.
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8.
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Q: How will voting on any other business be
conducted?
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A: Other than the items of business described in this
Proxy Statement, we know of no other business to be presented
for action at the Annual Meeting. As for any other business that
may properly come before the Annual Meeting, your signed proxy
gives authority to the persons named therein. Those persons may
vote on such matters at their discretion and will use their best
judgment with respect thereto.
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9.
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Q: What is the difference between a
“stockholder of record” and a “street name”
holder?
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A: These terms describe how your shares are held. If
your shares are registered directly in your name with American
Stock Transfer & Trust Company, our transfer
agent, you are a “stockholder of record.” If your
shares are held in the name of a brokerage, bank, trust or other
nominee as a custodian, you are a “street name” holder.
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10.
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Q: How do I vote my shares if I am a stockholder
of record?
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A: Enclosed is a proxy card for the shares of stock
held by you on the record date. You may vote by signing and
dating each proxy card you receive and returning it in the
enclosed prepaid envelope. Unless otherwise indicated on the
proxy, shares represented by any proxy will, if the proxy is
properly executed and received by us prior to the Annual
Meeting, be voted “FOR” each of the nominees for
directors and “FOR” the amendment of our Certificate
of Incorporation. You may also vote by telephone or internet.
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11.
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Q: How do I vote by telephone or
electronically?
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A: Instead of submitting your vote by mail on the
enclosed proxy card, your vote can be submitted by telephone or
electronically, via the internet. Please refer to the specific
instructions set forth on the enclosed proxy card. For security
reasons, our electronic voting system has been designed to
authenticate your identity as a stockholder.
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12.
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Q: How do I vote my shares if they are held in
street name?
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A: If your shares are held in street name, your
broker or other nominee will provide you with a form seeking
instruction on how your shares should be voted.
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13.
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Q: Can I change or revoke my vote?
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A: Yes. Any proxy executed and returned to us is
revocable by delivering a later signed and dated proxy or other
written notice to our Secretary at any time prior to its
exercise. Your proxy is also subject to revocation if you are
present at the meeting and choose to vote in person.
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14.
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Q: What constitutes a “quorum”?
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A: The holders of a majority of the shares of Common
Stock issued and outstanding and entitled to vote, either in
person or represented by proxy, constitutes a quorum. Proxies
received but marked as abstentions and broker non-votes will be
included in the calculation of the number of shares considered
to be present at the meeting.
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15.
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Q: What are the voting requirements to approve
each proposal?
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A. Directors are elected by a plurality of votes cast
by holders of shares entitled to vote. This means that the
director nominees with the most votes for the positions
available are elected. The approval of the amendment to our
Certificate of Incorporation requires the vote of at least a
majority of our issued and outstanding shares of Common Stock.
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16.
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Q: What if I abstain from voting or withhold my
vote?
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A: Stockholders entitled to vote for the election of
directors can abstain from voting or withhold the authority to
vote for any nominee. If you attend the meeting or send in your
signed proxy with instructions to withhold authority to vote for
one or more nominees, you will be counted for the purposes of
determining whether a quorum exists. Abstentions and
instructions on the accompany proxy card to withhold authority
to vote will result in the respective nominees receiving fewer
votes.
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However, the number of votes otherwise received by the nominee
will not be reduced by such action. If you abstain from voting
on the approval of the amendment to the Certificate of
Incorporation, your abstention will have the same effect as a
vote against this proposal.
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17.
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Q: Will my shares be voted if I do not sign and
return my proxy card or vote by telephone or internet?
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A: If you are a stockholder of record and you do not
sign and return your proxy card or vote by telephone or
internet, your shares will not be voted at the Annual Meeting.
With regard to the proposal to approve the amendment to the
Certificate of Incorporation, this is the functional equivalent
to voting against the proposal. If your shares are held in
street name and you do not issue instructions to your broker,
your broker may vote your shares at their discretion on routine
matters, but may not vote your shares on nonroutine matters.
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18.
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Q: What is a “broker non-vote”?
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A: “Broker non-votes” are shares held by
brokers or nominees which are present in person or represented
by proxy, but which are not voted on a particular matter because
instructions have not been received from the beneficial owner.
Under the rules of the National Association of Securities
Dealers, Inc., member brokers generally may not vote shares held
by them in street name for customers unless they are permitted
to do so under the rules of any national securities exchange of
which they are a member. Under the rules of the New York Stock
Exchange, New York Stock Exchange-member brokers who hold shares
of Common Stock in street name for their customers and have
transmitted our proxy solicitation materials to their customers,
but do not receive voting instructions from these customers, are
not permitted to vote on nonroutine matters. Since the election
of directors is a routine matter, a broker may turn in a proxy
card voting shares at its discretion and without receiving
instructions from you. Because the amendment to the Certificate
of Incorporation is not a routine matter, your broker or nominee
may not vote your shares on this matter without receiving
instructions.
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19.
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Q: What is the effect of a broker non-vote?
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A: Broker non-votes will be counted for the purpose
of determining the presence or absence of a quorum and will
result in the respective nominees for director receiving fewer
votes. However, the number of votes otherwise received by the
nominee will not be reduced by such action. With regard to the
proposal to approve the amendment to the Certificate of
Incorporation, broker non-votes will have the same effect as an
“AGAINST” vote.
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20.
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Q: When are stockholder proposals due in order to
be included in our Proxy Statement for the 2009 Annual
Meeting?
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A: Any proposal that you wish to present for
consideration at the 2009 Annual Meeting must be received by us
no later than February , 2009. This date
provides sufficient time for inclusion of the proposal in the
2009 proxy materials.
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21.
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Q: Can I receive more than one set of Annual
Meeting materials?
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A: If you share an address with another stockholder,
each stockholder is not expected to receive a separate copy of
our Annual Report on
Form 10-KSB,
as amended, and Proxy Statement. We will promptly deliver a
separate copy of either document to any stockholder upon written
or oral request to our Secretary at 1217 South Flagler Drive,
3
rd
Floor, West Palm Beach, FL 33401, telephone
(561) 653-3284.
If you share an address with another stockholder and
(i) would like to receive multiple copies of the Proxy
Statement or Annual Report on
Form 10-KSB
in the future, or (ii) if you are receiving multiple copies
and would like to receive only one copy per household in the
future, please contact your bank, broker, or other nominee
record holder, or you may contact us at the above address and
phone number.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information with respect to the
beneficial ownership of our Common Stock as of May 10, 2008
and, separately as adjusted to reflect the beneficial ownership
of our Common Stock assuming the approval by our stockholders of
the amendment to our Certificate of Incorporation to increase
our authorized capital as provided in Proposal No. 2
by (1) each of our stockholders who is known to us to be a
beneficial owner of more than 5% of our outstanding Common
Stock, (2) each of our current directors and director
nominees, (3) our named executive officer, and (4) our
executive officer and all of our directors as a group. Except as
otherwise specified, the named beneficial owner has sole voting
and investment power over the shares listed.
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Amount of Beneficial
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Ownership
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Percentage of
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Amount of Beneficial
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Percentage
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of Common Stock
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Common Stock
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Ownership
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of Common
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Assuming Approval
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Assuming Approval
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Name and Address of Beneficial Owner
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of Common Stock
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Stock
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of Proposal No. 2(6)
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of Proposal No. 2(6)
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Joseph K. Pagano
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671,450
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(1)
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8.73
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%
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1,315,265
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(1)
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11.30
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%
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1217 South Flagler Drive,
3
rd
Floor
West Palm Beach, Florida 33401
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Frederick R. Adler
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653,573
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8.49
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%
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1,229,099
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10.56
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%
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1520 S. Ocean Boulevard
Palm Beach, Florida 33480
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Thomas J. Livelli
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119,380
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1.55
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%
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119,380
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1.03
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%
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7541 Fallen Oak Drive
Verona, Wisconsin 53593
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Erik R. Lundh
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55,000
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(2)
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*
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55,000
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(2)
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*
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c/o Heidrick
& Struggles
One California Street, Ste. 2400
San Francisco, CA 94111
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Samuel A. Rozzi
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572,525
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(3)
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7.44
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%
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1,076,498
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(3)
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9.25
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%
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c/o Corporate
National Realty Inc.
7600 Jericho Turnpike
Woodbury, New York 11797
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The Joseph A. Pagano, Jr. 2007 Trust
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600,000
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7.79
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%
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1,128,157
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9.69
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%
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1217 South Flagler Drive,
3
rd
Floor
West Palm Beach, Florida 33401
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Longview Partners, L.P.
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670,327
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(4)
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8.71
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%
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1,260,458
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(4)
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10.83
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%
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c/o Adler
& Co.
400 Madison Ave. Suite 7C
New York, NY 10017
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Susan Chapman
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697,394
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(5)
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9.06
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%
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1,287,525
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(5)
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11.06
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%
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c/o Adler
& Co.
400 Madison Ave., Suite 7C
New York, NY 10017
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Executive officer and all directors as a group (4 persons)
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1,499,403
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(1)(2)
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19.49
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%
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2,718,744
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(1)(2)
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23.35
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%
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*
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Represents less than 1%.
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(1)
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Includes 25,000 shares of Common Stock held of record by
the Joseph A. Pagano, Jr. Trust. Mr. Pagano disclaims
beneficial ownership of all shares other than those held in his
name except to the extent of his pecuniary interest therein.
Does not include the shares of Common Stock held of record by
The Joseph A. Pagano Jr. 2007 Trust, a trust for which
Mr. Pagano has no investment control or right to revoke.
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(2)
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Includes 2,500 shares held of record by each of
Mr. Lundh’s son and daughter. Mr. Lundh disclaims
beneficial ownership of these shares. Includes
50,000 shares issuable upon the exercise of stock options
to purchase share of our Common Stock that are exercisable
within 60 days of May 10, 2008.
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(3)
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Includes 150,000 shares held by Scarsdale Limited
Partnership, of which Mr. Rozzi is general partner.
Mr. Rozzi’s daughter and The Samuel A. Rozzi Grantor
Retained Annuity Trust, of which Mr. Rozzi’s daughter
is trustee, are the sole limited partners of Scarsdale Limited
Partnership. Mr. Rozzi disclaims beneficial ownership of
all shares other than those held in his name except to the
extent of his pecuniary interest therein.
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(4)
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Susan Chapman is the general partner of Longview Partners, L.P.,
which is the registered holder of these shares.
Mrs. Chapman is an adult daughter of Frederick R. Adler.
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(5)
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Includes the shares held of record by Longview Partners, L.P.
(of which Mrs. Chapman is the general partner),
300 shares held in trusts for the benefit of
Mrs. Chapman’s children and 26,767 shares held of
record by Mrs. Chapman’s spouse.
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(6)
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Assumes 11,641,910 shares of our Common Stock outstanding
following the approval by our stockholders of
Proposal No. 2, the amendment to our Certificate of
Incorporation and pursuant to the subscription agreements
entered into effective as of May 9, 2008 to purchase shares
of Common Stock, pending such stockholder approval. Based upon
the closing stock price of our Common Stock on May 9, 2008,
Mr. Pagano, Mr. Adler, Mr. Rozzi, The Joseph A.
Pagano Jr. 2007 Trust and Longview Partners, L.P. (Susan Chapman
as the general partner), subscribed to purchase 643,815,
575,526, 503,973, 528,157 and 590,131 shares respectively.
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We are presently targeting to raise an additional $200,000 from
the investors who participated in the May 9, 2008 financing
on terms that are substantially similar in all material respects
to the terms of the May 9, 2008 financing. The amounts set
forth herein to not include any additional shares of our Common
Stock that may be purchased in the anticipated additional
capital raise. To the extent that the closing price of our
Common Stock on the closing date of the anticipated additional
financing is the same as it was on May 9, 2008, and
assuming approval of Proposal No. 2, an additional
$200,000 of capital would purchase 1,052,631 additional shares
of Common Stock.
|
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers,
directors and persons who beneficially own more than 10% of a
registered class of our equity securities to file reports of
ownership and changes in ownership with the SEC, and to furnish
to us copies of such reports. Based solely on the review of the
copies of the forms furnished to us during the December 31,
2007 fiscal year, no insider was late in filing a Form 3,
Form 4 or Form 5 under Section 16(a)(2) of the
Exchange Act, except that Mr. Pagano filed a Form 5
for the December 31, 2007 fiscal year on April 18,
2008.
5
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
Our Certificate of Incorporation provides for a Board of
Directors of not fewer than three members nor more than seven
members. The Board of Directors is currently fixed at four
members (including one member who is not standing for
reelection). At the Annual Meeting, three directors are to be
elected to hold office until the 2009 Annual Meeting or until
their successors have been elected and have qualified. Proxies
may not be voted for a greater number of persons than three.
All director nominees are currently serving on the Board of
Directors. We believe that each director nominee will be able to
stand for election. All nominees have consented to be named and
have indicated their intent to serve if elected. If any nominee
becomes unable to stand for election, proxies in favor of that
nominee will be voted in favor of any substitute nominee named
by the Board of Directors. If you do not wish your shares voted
for one or more of the nominees, you may so indicate when you
vote. The persons named in the enclosed proxy card intend to
vote the proxy for the election of each of the three nominees,
unless you indicate on the proxy card that your vote should be
withheld from any of the nominees. Each nominee elected as a
director will continue in office until his successor has been
elected and qualified, or until earlier termination of his or
her service.
The age, principal occupation and certain other information for
each director nominee are set forth below.
Joseph K. Pagano, age 63, has served as our Chief Executive
Officer, Secretary and Treasurer and as the Chairman of our
Board since our formation in October 2006 and as the Chairman of
the Board of Sentigen Holding Corp. (“Sentigen”), the
entity from which our company was spun-out, from 1996 until
November 2006. He served as Sentigen’s Chief Executive
Officer and President from 1996 through March 21, 2006.
Mr. Pagano has been a private investor for more than the
past five years. Mr. Pagano has been active in venture
capital for over 20 years, with investments in a wide
variety of industries, including information and technology,
medical equipment, biotechnology, communications, retailing and
outsourcing. He was a founding investor in Ribi Immunochem, one
of the earliest biotechnology companies to go public and one of
the first to focus on cancer vaccines. He participated in the
early round financing of Amcell Cellular Communication, which
was sold to Comcast. He was a founding investor of NMR of
America, the first MRI center business to go public and was also
a founding shareholder and director of Office Depot, the first
office warehouse to go public.
Frederick R. Adler, age 82, has been our director since our
formation in October 2006 and was a director of Sentigen Holding
from May 1996 until November 2006. Mr. Adler is Managing
Director of Adler & Company, a venture capital
management firm he organized in 1968, and a general partner of
its related investment funds. He is also a director of SIT
Investments, Inc., an investment management firm located in
Minneapolis, Minnesota and from 1977 to 1995 was a trustee and
member of the Finance Committee of Teachers Insurance and
Annuity Association. Mr. Adler is a retired partner of the
law firm of Fulbright & Jaworski L.L.P. and was
previously a senior partner in the firm and of counsel to the
firm. From 1982 to 1996 he was a director of Life Technologies,
Inc., a significant supplier in the biotechnology area, serving
at various times until January 1, 1988 as either its
Chairman or its Chief Executive Officer and after 1988 as
Chairman of its Executive Committee. He has been a founding
investor and a director of a number of technology entities
including Data General Corporation, Applied Materials, Inc.,
Biotechnology General (now Savient) and Synaptic. In 1998,
Mr. Adler received an honorary doctorate from the
Technion-Israel Institute of Technology in recognition of his
work in the Israeli high technology industry.
Erik R. Lundh, age 38, has been our director since May
2007. Mr. Lundh currently leads the biotechnology sector of
Heidrick & Struggles’ global life sciences
practice, and he manages the firm’s San Francisco
office. He joined Heidrick & Struggles in 2006 and has
more than 16 years experience in the life sciences
industry. From 2005 to 2006, Mr. Lundh served as a client
partner with Korn/Ferry, an international executive search firm.
From 2003 to 2004, Mr. Lundh was executive vice president
of commercial operations for Sentigen. Earlier, Mr. Lundh
worked for several life sciences companies in operating roles
spanning corporate strategy, business development, sales and
marketing, and commercial operations.
6
Our Common Stock trades on the OTCBB, which currently does not
have director independence requirements. Messrs. Adler and
Lundh have been deemed by our Board of Directors to be
“independent” directors, as defined under the
standards of independence set forth in the Marketplace Rules of
the NASDAQ Stock Market, although these independent director
standards do not directly apply to us because we do not have any
securities that are listed on NASDAQ.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
ELECTION OF THESE NOMINEES AS DIRECTORS.
7
PROPOSAL NO. 2
APPROVAL
OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK
On March 27, 2008, and subsequently modified on
May 14, 2008, the Board of Directors adopted a resolution
declaring it advisable to amend our Certificate of Incorporation
to increase the number of authorized shares of Common Stock,
$.0001 par value, per share from 8,000,000 to
20,00,000 shares, subject to approval by the stockholders.
The form of the proposed amendment (the “Amendment”)
is attached as Appendix A.
At May 15, 2008, there were 7,694,542 shares of our
Common Stock outstanding. As of the same date,
305,458 shares were reserved for issuance upon exercise of
outstanding stock options. Assuming exercise of these stock
options, we would have a total of 8,000,000 shares of our
Common Stock outstanding, which is the maximum amount currently
authorized under our Certificate of Incorporation.
On March 27, 2008 and May 14, 2008, we granted stock
options to purchase 425,000 shares and 100,000 shares,
respectively, of our Common Stock, each at an exercise price of
$0.19 per share (being the then public trading market price per
share of our Common Stock) and a term of ten years, to certain
key consultants and to one of our directors, respectively. Of
these stock options, options to purchase 269,542 shares of
Common Stock are exercisable subject to stockholder approval of
the Amendment. In the event that stockholder approval of the
Amendment is not obtained, these stock options will not be
exercisable. In addition, of these stock options, options to
purchase 258,334 shares of Common Stock are immediately
vested (subject to stockholder approval of the Amendment) and
options to purchase 266,666 shares of Common Stock shall
vest ratably on the first two anniversaries of the grant date,
subject to the recipients’ continuous service with the
Company. On May 23, 2008, the aggregate market value of the
269,542 shares of Common Stock underlying the portion of
the stock options that are exercisable subject to stockholder
approval of the Amendment was equal to $51,213 and the aggregate
market value of the 525,000 shares of Common Stock
underlying all of the stock options granted in March and May
2008 was equal to $99,750 (in each case based on the closing
price of $0.19 per share on this date).
In May 2008, certain of our stockholders, including our Chairman
and Chief Executive Officer and a member of the Board of
Directors, subscribed to purchase an aggregate of
3,947,368 shares of Common Stock for an aggregate purchase
price of $750,000 (the “Subscription”), based upon the
closing price of $0.19 per share of our Common Stock on the
closing date. There are currently insufficient shares reserved
for the issuance of the shares pursuant to the Subscription,
which is subject to stockholder approval of the Amendment. In
the event that stockholder approval of the Amendment is not
obtained, the shares subscribed for in May will not be issued
and the Subscription instead will be converted automatically
into a subscription for debt of the Company. If issued, the debt
will be evidenced by a promissory note maturing on the
anniversary of the date of issuance, and bearing interest at 10%
per annum. Since there are currently insufficient shares
reserved for the exercise of these option grants and for the
Subscriptions, there are also no shares available for other
purposes.
We believe that the Amendment is in the best interests of the
Company and its stockholders, to maintain flexibility in
responding to business and financing needs and opportunities. In
addition to the proposed issuances described above, the
additional shares may be used for any proper corporate purposes
without further stockholder approval. These purposes may include
raising capital, providing equity incentives to employees,
officers or directors, establishing strategic relationships with
other companies, expanding our business through acquisitions and
other investment opportunities and other purposes. If the
stockholders do not approve this proposal to increase the number
of authorized shares, we will be unable to sell shares of our
Common Stock in the above described financing, may have
difficulty retaining the services of our key consultants and
otherwise be hampered in our ability to operate the Company
effectively. Management is unaware of any specific effort to
obtain control of the Company, and has no present intention of
using the proposed increase in the number of authorized shares
of Common Stock as an anti-takeover device. However, our
authorized but unissued Common Stock could be used to make an
attempt to effect a change in control more difficult.
8
The issuance of shares of Common Stock pursuant to the
Subscription will dilute the ownership and voting rights of
stockholders who did not participate in the Subscription. In
addition, to the extent that the largest stockholders
participated in the Subscription, their increased stockholdings
could give them increased control over company decisions,
including stockholder voting pertaining to the election of the
board of directors and changes in control. In the event of
approval of the Amendment and the subsequent issuance of shares
of our Common Stock to participants in the Subscription,
Mr. Pagano, our Chairman and Chief Executive Officer, and
Mr. Adler, a member of our Board of Directors, will
beneficially own 11.30% and 10.56% of our outstanding Common
Stock. These percentages do not include, in the case of
Mr. Pagano, beneficial ownership of an additional 9.69% of
our Common Stock held of record by The Joseph A. Pagano Jr.
2007 Trust, a trust for which Mr. Pagano has no investment
control or right to revoke and, in the case of Mr. Adler,
beneficial ownership of an additional 11.06% of our Common Stock
held of record by Susan Chapman, the adult daughter of
Mr. Adler. Stockholders should also recognize that the
issuance of additional shares of Common Stock in the future
might dilute the ownership and voting rights of stockholders
and, depending upon the price at which the shares are issued,
could be dilutive to existing stockholders and have a negative
effect on the trading price of our Common Stock.
In considering the recommendation of our Board of Directors in
favor of the Amendment, stockholders should be aware that
Mr. Adler, a member of our Board of Directors and
Mr. Pagano, our Chairman and Chief Executive Officer,
participated in the Subscription and have an interest in the
Amendment because they have purchased shares of Common Stock
pending the approval of the Amendment by our stockholders.
Further, we are presently targeting to raise an additional
$200,000 from the investors who participated in the May 9,
2008 closing, including Messrs. Adler and Pagano. The terms
of the additional financing will be substantially similar in all
material respects to the terms of the May 9, 2008
financing. Please refer to the section herein titled
“Beneficial Ownership of Certain Beneficial Owners and
Management” for additional information on the holdings of
our directors and executive officer following the approval of
the Amendment and closing of the Subscription and the possible
additional $200,000 financing.
Other than as discussed herein, we have no other plans,
proposals or arrangements at this time to issue additional
shares of Common Stock.
If the Amendment is adopted, it will become effective upon the
acceptance for filing of a Certificate of Amendment of our
Certificate of Incorporation by the Secretary of State of the
State of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF
OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.
9
EXECUTIVE
COMPENSATION
Executive
Officer Compensation.
Joseph K. Pagano is our only executive officer and presently
serves as our Chief Executive Officer, Secretary and Treasurer.
Mr. Pagano is not compensated for the services he provides
other than with respect to reimbursement of out of pocket
expenses actually incurred. In the future, if and when our
operations so dictate, we may approve payment of salaries for
our executive officer, but currently, no such plans have been
approved. We do not have an employment agreement or any other
such written agreement with Mr. Pagano. We also do not
currently provide Mr. Pagano with any benefits, such as
health insurance, life insurance or any other such benefits. We
have no equity compensation plans, other than individual option
grants.
Director
Compensation.
The following table sets forth a summary of the compensation we
paid to our directors during fiscal year 2007.
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|
|
|
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Option Awards(1)
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|
|
Total
|
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
|
|
Joseph K. Pagano
|
|
|
—
|
|
|
|
—
|
|
|
Frederick R. Adler
|
|
|
—
|
|
|
|
—
|
|
|
Thomas J. Livelli
|
|
|
—
|
|
|
|
—
|
|
|
Erik R. Lundh(2)
|
|
$
|
1,490
|
|
|
$
|
1,490
|
|
|
|
|
|
|
(1)
|
|
The amounts in this column represent the dollar amount
recognized in accordance with SFAS 123R for financial
statement reporting purposes with respect to the 2007 fiscal
year for the fair value of stock options granted in 2007.
Assumptions used in the calculation of these amounts for the
2007 fiscal year are included in Note 7 to our audited
financial statements for the 2007 fiscal year included in our
Annual Report on
Form 10K-SB.
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(2)
|
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In connection with Mr. Lundh’s appointment to the
Board of Directors, on May 16, 2007, the effective date of
his appointment, Mr. Lundh received a one-time special grant of
an option to purchase 50,000 shares of our Common Stock.
The options vested immediately and were granted at an exercise
price equal to the closing price of our Common Stock on the
grant date. The grant date fair value per option for
Mr. Lundh’s stock option award was $0.18.
|
Typically, our directors are not compensated for the services
they provide other than with respect to reimbursement of out of
pocket expenses actually incurred. In the future, if and when
our operations so dictate, we may approve payment of retainers
for our directors, but currently, no such plans have been
approved. On May 14, 2008, we made a one-time special grant
of an option to purchase 100,000 shares of our Common Stock
to Mr. Adler. The options are immediately exercisable,
subject to stockholder approval of the amendment to our
Certificate of Incorporation set forth in
Proposal No. 2, and were granted at an exercise price
equal to the closing price of our Common Stock on the grant
date. The grant date fair value per option for
Mr. Adler’s stock option award was $0.19.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On June 21, 2007, we issued a demand promissory note in
favor of each of Mr. Frederick R. Adler, Mr. Joseph K.
Pagano, D.H. Blair Investment Banking Corp. and Mr. Samuel
A. Rozzi (together, the “Lenders”), evidencing loans
extended to us in the principal amount of $50,000, $50,000,
$50,000 and $30,000, respectively, by the Lenders, for an
aggregate amount of $180,000. The promissory notes accrue
interest at Citibank N.A.’s reported prime rate plus 3%,
which is due and payable at the time the principal amount of
each respective promissory note becomes due. The promissory
notes have a maturity date of June 22, 2009, except that
each Lender may demand the payment of all of the outstanding
principal and interest of his or its respective promissory note
at any time prior to the maturity date. At the time of the loan
10
transaction, each of the Lenders was the beneficial owner of 5%
or more of the outstanding shares of our Common Stock. In
addition, Mr. Pagano is our Chief Executive Officer and the
Chairman of our Board of Directors, and Mr. Adler is a
member of our Board of Directors. As of December 31, 2007,
the entire principal amounts of the loans was outstanding and no
interest payments had been made. Accrued interest on the
promissory notes amounted to $10,402 at December 31, 2007.
On May 9, 2008, in connection with the financing discussed
below, (i) $24,675 of the outstanding amount of
Mr. Pagano’s promissory note was applied to the
subscriptions made by Mr. Pagano and a trust for the
benefit of his son; and (ii) $54,425, the entire
outstanding amount of D.H. Blair Investment Banking Corp.’s
promissory note, including principal and accrued interest, was
applied to the subscriptions made by three affiliates of D.H.
Blair Investment Banking Corp. As of May 15, 2008, an
aggregate amount of $117,119 was outstanding under the
promissory notes.
As of March 10, 2008, we entered into a Revolving Credit
Note with Mr. Joseph K. Pagano, our Chief Executive Officer
and the Chairman of our Board of Directors, which provides for
interest-free loans to the Company. Under the Revolving Credit
Note, during March and April of 2008, Mr. Pagano made loans
to the Company in the aggregate amount of $106,914, which were
used to finance our operating activities. The Revolving Credit
Note matures on March 10, 2009 and Mr. Pagano may
demand the payment of all of the outstanding principal amount of
all borrowings under the Revolving Credit Note at any time prior
to the maturity date. Upon the occurrence of certain specified
events, the entire outstanding balance of the borrowings under
the Revolving Credit Note automatically becomes immediately due
and payable. The total aggregate amount of $106,914 was applied
to Mr. Pagano’s subscription in the Company’s
financing that is discussed below. As of the date hereof, there
are no borrowings outstanding under the Revolving Credit Note.
On May 9, 2008, we closed on a $750,000 financing,
consisting of cash in the amount of $563,986 and the conversion
of $186,013 of indebtedness. Participants in the financing
entered into Subscription Agreements for an aggregate of
3,947,368 shares of common stock, based on the closing
price of $0.19 per share of our common stock on the closing
date. Issuance of the shares is subject to stockholder approval
of the amendment to our Certificate of Incorporation to increase
the number of shares of our authorized Common Stock. In the
event that stockholder approval of the amendment to our
Certificate of Incorporation is not obtained, the shares
subscribed for in May will not be issued and the subscription
for shares of Common Stock will be converted into a subscription
for an unsecured promissory note in the amount of the respective
purchase prices for each participant. If issued, the promissory
notes will be evidenced by a promissory note maturing on the
anniversary of the date of issuance, and bearing interest at 10%
per annum. The promissory notes may be prepaid at any time prior
to the maturity date without penalty or premium but only if we
provide the full payment of the outstanding principal and
accrued interest through the payment date. Upon the occurrence
of certain specified events, the entire outstanding balance of
the promissory notes automatically becomes immediately due and
payable. We are presently targeting to raise an additional
$200,000 from the investors who participated in the May 9,
2008 closing on terms that are substantially similar in all
material respects to the terms of the May 9, 2008 financing.
Eleven of our largest stockholders (each holding 50,000 or more
shares of our common stock) subscribed in the financing, of
which the following are holders of 5% or more of our common
stock: Joseph K. Pagano, Frederick R. Adler, Longview Partners
L.P., The Joseph A. Pagano Jr. 2007 Trust and Samuel A. Rozzi,
who subscribed for $122,325, $109,350, $112,125, $100,350 and
$95,775, respectively. Also, Mr. Pagano serves as our
Chairman and Chief Executive Officer, and Mr. Adler is a
member of our Board of Directors. The general partner of
Longview Partners L.P. is Susan Chapman, an adult daughter of
Mr. Adler.
Certain of the investors utilized the amounts outstanding under
the June 2007 loans described above toward the payment for their
subscription. All other amounts due to the Lenders may be repaid
from the proceeds of the May 2008 financing to the extent that
the loans are not applied our anticipated additional capital
raise.
CORPORATE
GOVERNANCE
Board of
Directors
At the date of this Proxy Statement, the Board of Directors
consists of four members, Messrs. Pagano, Adler, Livelli
and Lundh. Mr. Livelli is not standing for reelection at
the Annual Meeting. Each of
11
Messrs. Pagano, Adler and Lundh has been nominated for
election at the Annual Meeting to serve for a one year term
expiring at our annual meeting of stockholders in 2009 or until
his successor is elected.
Our Common Stock trades on the OTCBB, which currently does not
have director independence requirements. Messrs. Adler,
Livelli and Lundh have been deemed by our Board of Directors to
be “independent” directors, as defined under the
standards of independence set forth in the Marketplace Rules of
the NASDAQ Stock Market, although these independent director
standards do not directly apply to us because we do not have any
securities that are listed on NASDAQ. In determining
independence, the Board of Directors has affirmatively
determined, among other items, whether the directors have any
relationship that would interfere with the exercise of
independent judgment in carrying out the responsibility of a
director.
The Board of Directors held three meetings during 2007. Each of
our directors attended at least seventy-five percent of the
aggregate of all meetings of the Board of Directors except for
Mr. Livelli. Although we have not adopted a policy with
regard to board member attendance at the Annual Meeting, we
encourage such attendance by directors. We first commenced
operations in November 2006 and did not hold an Annual Meeting
in 2007.
Stockholders who wish to communicate with any of our directors
or the Board of Directors may do so by writing to the director
or the Board of Directors in care of our Chairman, at 1217 South
Flagler Drive,
3
rd
Floor,
West Palm Beach, FL 33401. Communications received will be
forwarded directly to the director to whom it is addressed. If
the communication is addressed to the Board of Directors and no
particular director is named, the communication will be
forwarded to all members of the Board of Directors.
Committees
We do not and, for at least the near future, do not expect to
have an audit, nominating or compensation committee or related
charters because we believe that our Board of Directors is
capable of performing the respective functions of the foregoing
committees as a result of our size.
The Board of Directors has determined that Frederick R. Adler
qualifies as an “audit committee financial expert”
under SEC regulations and has accounting or related financial
management expertise and that Mr. Adler is an
“independent” director, as defined under the standards
of independence set forth in the Marketplace Rules of the NASDAQ
Stock Market, although these independent director standards do
not directly apply to us because we do not have any securities
that are listed on NASDAQ.
The Board of Directors is responsible for filling vacancies on
the Board of Directors at any time during the year, and for
nominating director nominees to stand for election at the annual
meeting of stockholders. The Board of Directors has not adopted
any specific minimum qualifications that must be met by any
Board of Directors recommended director nominee. In general,
however, the Board of Directors identifies and evaluates
nominees by considering, among other factors, the
individual’s integrity, experience, education, expertise,
independence and any other factors that the Board of Directors
believe would enhance the effectiveness of the Board of
Directors and our governance. We have not adopted any formal
policy with regard to the consideration of director nominees
that are recommended by stockholders. The Board of Directors
believes that it is appropriate to consider any such
recommendations on a
case-by-case
basis and will evaluate a nominee on the same basis if the
individual is recommended by a stockholder. Stockholders who
wish to make such recommendations should write to the Board of
Directors in care of our Chairman, at 1217 South
Flagler Drive,
3
rd
Floor,
West Palm Beach, FL 33401. The Board of Directors does not
generally utilize the services of search firms or consultants to
assist in identifying and screening potential candidates.
The Board of Directors is responsible for setting the
compensation of our executive officer and directors.
Mr. Pagano is not compensated for the services he provides
as our Chief Executive Officer other than with respect to
reimbursement of out of pocket expenses actually incurred. In
the future, if and when our operations so dictate, we may
approve payment of salaries for our executive officer and
directors, but currently, no such plans have been approved. We
also do not currently provide Mr. Pagano with any benefits,
such as health insurance, life insurance or any other such
benefits. Typically, our directors are not compensated for the
services they provide other than with respect to reimbursement
of out of pocket expenses actually incurred. In
12
the future, if and when our operations so dictate, we may
approve payment of retainers for our directors, but currently,
no such plans have been approved. The Board of Directors relies
heavily on the input and recommendations of Mr. Pagano in
setting compensation.
Code of
Ethics
We have not yet adopted a formal code of ethics governing our
executive officer and directors. We have not adopted a code of
ethics because we have minimal operations. Our Board of
Directors will address this issue in the future when determined
to be appropriate. In the meantime, our management intends to
promote honest and ethical conduct, full and fair disclosure in
our reports to the SEC, and compliance with applicable
governmental laws and regulations.
AUDIT
COMMITTEE REPORT
Management is responsible for our system of internal controls
and the overall financial reporting process. Our independent
registered public accounting firm, Raich Ende Malter &
Co. LLP, is responsible for performing an independent audit of
our consolidated financial statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States), and for issuing a report thereon.
During 2007, the Board of Directors reviewed and discussed the
audited financial statements with management. The Board of
Directors has also discussed with the independent registered
public accounting firm the matters required to be discussed
pursuant to Statement on Auditing Standards No. 61. The
Board of Directors has received the written disclosures and
letter from Raich Ende Malter & Co. LLP required
pursuant to Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has
discussed with Raich Ende Malter & Co. LLP its
independence.
Taking all of these reviews and discussions into account, the
members of the Board of Directors whose names are listed below,
recommended to the Board of Directors that it approve the
inclusion of the audited financial statements in our Annual
Report on
Form 10-KSB
for the year ended December 31, 2007, for filing with the
SEC.
Members of the Board of Directors
Joseph K. Pagano, Chairman
Frederick R. Adler
Erik R. Lundh
RELATIONSHIP
WITH INDEPENDENT AUDITORS
Raich Ende Malter & Co. LLP has served as our
independent registered public accounting firm for the 2007 and
2006 fiscal years and has been selected to serve in that
capacity for the 2008 fiscal year. It is anticipated that a
representative of Raich Ende Malter & Co. LLP will be
present at the Annual Meeting and will have an opportunity to
make a statement, if he or she desires to do so, and to respond
to any appropriate inquiries of the stockholders or their
representatives.
13
The following table sets forth fees billed to us by our auditors
during the fiscal years ended December 31, 2007 and 2006
for: (i) services rendered for the audit of our annual
financial statements, (ii) services by our auditors that
are reasonably related to the performance of the audit or review
of our financial statements and that are not reported as audit
fees, (iii) services rendered in connection with tax
compliance, tax advice and tax planning, and (iv) all other
fees for services rendered.
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December 31, 2006
|
|
|
December 31, 2007
|
|
|
|
|
Audit Fees
|
|
$
|
58,000
|
|
|
$
|
35,000
|
|
|
Audit-Related Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Tax Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
All Other Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Total Fees
|
|
$
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58,000
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$
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35,000
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Audit fees consist of fees billed for professional services
rendered for the audit of our financial statements and services
that are normally provided by Raich Ende Malter & Co.
LLP in connection with statutory and regulatory filings or
engagements.
We currently do not have a designated audit committee, and
accordingly, our Board of Directors’ policy is to
pre-approve all audit and permissible non-audit services
provided by the independent auditors. The independent auditors
are required to periodically report to our Board of Directors
regarding the extent of services provided by the independent
auditors in accordance with this pre-approval, and the fees for
the services performed to date. During 2007, all of the audit
fees were pre-approved by our Board of Directors.
14
Copies of our Annual Report on
Form 10-KSB,
as amended, for the year ended December 31, 2007 and our
other annual, quarterly and current reports we file with the
Securities and Exchange Commission (the “SEC”), and
any amendments to those reports, are available free of charge to
any stockholder requesting it in writing to our Secretary, at
SentiSearch, Inc., 1217 South Flagler Drive, 3rd Floor,
West Palm Beach, FL 33401.
YOU ARE URGED TO VOTE, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE YOUR PROXY
BY TELEPHONE OR INTERNET AT YOUR EARLIEST CONVENIENCE, WHETHER
OR NOT YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
Joseph K. Pagano,
Chairman and Chief Executive Officer
West Palm Beach, Florida
May , 2008
15
ANNEX A
The proposed amendment to the Certificate of Incorporation of
the Corporation is as follows:
Article FOURTH of the existing Certificate of Incorporation
is amended by deleting the present Article FOURTH in its
entirety and inserting in lieu thereof the following
Article FOURTH:
“The total number of shares of common stock which the
corporation shall have the authority to issue is twenty million
(20,000,000) shares, having a par value of $.0001 per
share.”
A-1
ANNUAL MEETING OF STOCKHOLDERS OF
SENTISEARCH, INC.
June 24, 2008
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PROXY VOTING INSTRUCTIONS
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MAIL
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Sign, date and mail your proxy card in the envelope provided as soon as possible.
- OR
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TELEPHONE
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Call toll-free
1-800-PROXIES
(1-800-776-9437) in the United States or
1-718-921-8500
from foreign countries and follow the instructions. Have your proxy card available when you call.
- OR
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INTERNET
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Access “
www.voteproxy.com
” and follow
the
on-screen
instructions. Have your proxy card
available when you access the web page.
- OR
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IN PERSON
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You may vote your shares in person by attending the Annual Meeting.
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COMPANY NUMBER
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ACCOUNT NUMBER
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You may enter your voting instructions at 1-800-PROXIES in the United States or 1-718-921-8500 from foreign countries or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
ê
Please
detach along perforated line and mail in the envelope provided
IF
you are not voting via telephone or the
Internet.
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20330000000000000000 9
062408
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
ELECTION OF ALL NOMINEES FOR DIRECTOR AND “FOR” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
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FOR
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AGAINST
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ABSTAIN
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1.
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Election of Directors:
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2.
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Approval of an amendment to the SentiSearch, Inc. Certificate of Incorporation to increase the number of authorized shares of Common Stock:
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NOMINEES:
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FOR ALL NOMINEES
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¡
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Joseph K. Pagano
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¡
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Frederick R. Adler
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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Erik R. Lundh
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTORS, AND “FOR” THE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK.
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FOR ALL EXCEPT
(See instructions below)
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Discretionary authority is hereby granted with respect to such other matters as may properly come before the meeting. The stockholder below acknowledges receipt of the Notice of Annual Meeting of Stockholders and the Proxy Statement, each of which has been furnished herewith.
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INSTRUCTION:
To withhold authority to vote for any individual nominee(s),
mark
“FOR ALL EXCEPT”
and fill in the circle next to
each nominee you wish to
withhold, as shown here:
=
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WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR PROPOSALS NO. 1 AND 2.
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To change the address on your account, please check the box
at right and indicate your new address in the address space
above. Please note that changes to the registered name(s)
on the account may not be submitted
via this method.
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Signature
of Stockholder
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Date:
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Signature
of Stockholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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SENTISEARCH, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 24, 2008.
Joseph K. Pagano and Frederick R. Adler and each of them, as the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution and resubstitution, are hereby authorized to represent and to vote all shares of common stock, par value $0.0001 per share, of SentiSearch, Inc. held of record by the undersigned on May 23, 2008, at the Annual Meeting of Stockholders to be held at 10:30 a.m.
Eastern time on June 24, 2008, at the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue, 31st Floor, New York, New York 10103 and any adjournment or postponement thereof. Any and all proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY
THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED
FOR ALL NOMINEES FOR DIRECTOR IN PROPOSAL NO. 1 AND FOR PROPOSAL NO. 2.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF
SENTISEARCH, INC.
June 24, 2008
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
ê
Please detach along perforated line and mail in the envelope provided.
ê
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20330000000000000000 9
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062408
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “ FOR ” THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND “ FOR ” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
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1.
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Election of Directors:
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NOMINEES:
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FOR ALL NOMINEES
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¡
¡
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Joseph K. Pagano
Frederick R. Adler
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¡
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Erik R. Lundh
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o
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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FOR ALL EXCEPT
(See instructions below)
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INSTRUCTIONS:
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To withhold authority to vote for any
individual nominee(s), mark
“FOR ALL EXCEPT”
and fill in
the circle next to each nominee you wish to withhold, as
shown here:
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To change the address on your account, please check
the box at right and indicate your new address in
the address space above. Please note that changes
to the registered name(s) on the account may not be
submitted via this method.
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o
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FOR
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AGAINST
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ABSTAIN
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2.
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Approval of an amendment to the SentiSearch, Inc. Certificate of Incorporation to increase the number of authorized shares of Common Stock:
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o
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o
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o
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTORS, AND “FOR” THE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK.
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Discretionary authority is hereby granted with respect to such other matters as may properly come before the meeting. The stockholder below acknowledges receipt of the Notice of Annual Meeting of Stockholders and the Proxy Statement, each of which has been furnished herewith.
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WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR PROPOSALS NO. 1 AND 2.
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Signature of Stockholder
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Date:
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Signature of Stockholder
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Date:
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Note:
|
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
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|
Grafico Azioni SentiSearch (CE) (USOTC:SSRC)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni SentiSearch (CE) (USOTC:SSRC)
Storico
Da Feb 2024 a Feb 2025
