|
Q:
|
|
Why
am I receiving these materials?
|
||||||||||
|
A:
|
|
The
board of directors is providing these proxy materials for you in
connection with the Company’s annual meeting of stockholders, which is
scheduled to take place on July 3, 2009. As a shareholder
of record as of May 21, 2009, you are invited to attend the annual meeting
and to vote on the items of business described in this proxy
statement.
|
||||||||||
|
Q:
|
|
What
information is contained in these materials?
|
||||||||||
|
A:
|
|
The
information included in this proxy statement relates to the proposals to
be voted on at the annual meeting, the voting process, the compensation of
our directors and executive officers, and other required
information.
|
||||||||||
|
Q:
|
|
What
items of business will be voted on at the annual meeting?
|
||||||||||
|
A:
|
|
The
two items of business scheduled to be voted on at the annual meeting are
(1) election of directors; and (2) ratification of our independent
auditors. We will also consider any other business that properly comes
before the annual meeting.
|
||||||||||
|
Q:
|
|
How
does the board of directors recommend that I vote?
|
||||||||||
|
A:
|
|
The
board of directors recommends that you vote your shares FOR each of the
nominees to the board on the proxy card included with this proxy statement
and FOR ratification of the independent auditors.
|
||||||||||
|
Q:
|
|
What
shares can I vote?
|
||||||||||
|
A:
|
|
You
may vote or cause to be voted all shares owned by you as of the close of
business on May 21, 2009, the record date. These shares include (1) shares
held directly in your name as a stockholder of record; and (2) shares held
for you, as the beneficial owner, through a broker or other nominee, such
as a bank.
|
||||||||||
|
Q:
|
|
What
is the difference between holding shares as a stockholder of record and as
a beneficial owner?
|
||||||||||
|
A:
|
|
Most
of our stockholders hold their shares through a broker or other nominee
rather than directly in their own name. As summarized below, there are
some distinctions between shares held of record and those owned
beneficially.
|
||||||||||
|
|
If
your shares are registered directly in your name with our transfer agent,
Interwest Transfer Company, Inc., you are considered, with respect to
those shares, the stockholder of record and these proxy materials are
being sent directly to you by the Company. As the stockholder of record,
you have the right to grant your voting proxy directly to the board of
directors or to vote in person at the meeting. The board of directors has
enclosed a proxy card for you to use to grant a voting proxy to the board
of directors.
If your shares are held in a brokerage account or
by another nominee, you are considered the beneficial owner of shares held
in “street name,” and these proxy materials are being forwarded to you by
your broker or nominee together with a voting instruction card. As the
beneficial owner, you have the right to direct your broker or nominee how
to vote and are also invited to attend the annual meeting. Since you are
not the shareholder of record, however, you may not vote these shares in
person at the meeting unless you obtain from the broker or nominee that
holds your shares a valid proxy from them giving you the right to vote the
shares. Your broker or nominee should have enclosed or provided voting
instructions for you to use in directing the broker or nominee how to vote
your shares.
|
|||||||||||
|
Q:
|
|
May
I attend the annual meeting?
|
||||||||||
|
A:
|
|
You
are entitled to attend the annual meeting only if you were a stockholder
of the Company as of the close of business on May 21, 2009, or you hold a
valid proxy for the annual meeting. You should be prepared to present
photo identification for admittance. If you are not a record holder but
hold shares beneficially through a broker or nominee (that is, in “street
name”), you should provide proof of beneficial ownership on the record
date, such as your most recent account statement prior to May 21, 2009, a
copy of the voting instruction card provided by your broker or nominee, or
other similar evidence of ownership. If you do not provide photo
identification or comply with the other procedures outlined above upon
request, you may not be admitted to the annual meeting. The annual meeting
will begin promptly at 3:00 p.m. (Eastern Standard Time).
|
||||||||||
|
Q:
|
|
How
can I vote my shares in person at the annual meeting?
|
||||||||||
|
A:
|
|
You
may vote by ballot in person at the annual meeting any shares that you
hold as the stockholder of record. You may only vote in person shares held
in street name if you obtain from the broker or nominee that holds your
shares a valid proxy giving you the right to vote the
shares.
|
||||||||||
|
Q:
|
|
How
can I vote my shares without attending the annual
meeting?
|
||
|
A:
|
|
Whether
you hold shares directly as the stockholder of record or beneficially in
street name, you may, without attending the meeting, direct how your
shares are to be voted. If you are a stockholder of record, you may cause
your shares to be voted as you instruct by granting a proxy to our board
of directors. If you hold shares in street name, you may cause your shares
to be voted as you instruct by submitting voting instructions to your
broker or nominee. Each record holder of our common stock may appoint a
proxy by completing, signing, and dating a proxy card and mailing it in
the accompanying pre-addressed envelope. Each stockholder who holds shares
in street name may vote by mail by completing, signing, and dating a
voting instruction card provided by the broker or nominee and following
the other instructions of your broker or nominee.
|
||
|
Q:
|
|
Can
I change my vote?
|
||
|
A:
|
|
You
may change your vote at any time prior to the vote at the annual meeting.
For shares held directly in your name, you may accomplish this by granting
a new proxy bearing a later date (which automatically revokes the earlier
proxy) or by attending the annual meeting and voting in person. Attendance
at the meeting will not cause your previously granted proxy to be revoked
unless you specifically so request. For shares you hold beneficially, you
may change your vote by submitting new voting instructions to your broker
or nominee or, if you have obtained a valid proxy from your broker or
nominee giving you the right to vote your shares, by attending the meeting
and voting in person. You may also change your vote by sending a written
notice of revocation to Mr. Joseph Visconti, Chief Executive Officer,
ValueRich, Inc., 1804 N. Dixie Highway, Suite A, West Palm Beach, Florida
33407.
|
||
|
Q:
|
|
Can
I revoke my proxy?
|
||
|
A:
|
|
You
may revoke your proxy before it is voted at the meeting. To revoke your
proxy, notify our corporate secretary in writing, or deliver to our
corporate secretary a duly executed proxy bearing a later date. You may
also revoke your proxy by appearing at the meeting in person and voting
your shares. Attendance at the meeting will not, by itself, revoke a
proxy.
|
||
|
Q:
|
|
Who
can help answer my questions?
|
||
|
A:
|
|
If
you have any questions about the annual meeting or how to vote or revoke
your proxy, or you need additional copies of this proxy statement or
voting materials, you should contact Joseph Visconti, Chief Executive
Officer of ValueRich, Inc., 1804 N. Dixie Highway, Suite A, West Palm
Beach, Florida 33407.
|
||
|
Q:
|
|
How
are votes counted?
|
||
|
A:
|
|
In
the election of directors, you may vote FOR all of the three nominees or
you may direct your vote to be WITHHELD with respect to one or more of the
three nominees. With respect to ratification of the independent auditors,
you may vote FOR, AGAINST, or ABSTAIN. If you vote ABSTAIN, it has the
same effect as a vote AGAINST. If you provide specific instructions, your
shares will be voted as you instruct. If you sign your proxy card or
voting instruction card with no further instructions, your shares will be
voted in accordance with the recommendations of the board of directors
(FOR all of the Company’s nominees, and FOR ratification of the
independent auditors, and in the discretion of the proxy holders on any
other matters that properly come before the meeting). If any other matters
properly arise at the meeting, your proxy, together with the other proxies
received, will be voted at the discretion of the proxy
holders.
|
||
|
Q:
|
|
What
is a quorum and why is it necessary?
|
||
|
A:
|
|
Conducting
business at the meeting requires a quorum. The presence, either in person
or by proxy, of the holders of a majority of our shares of common stock
outstanding on May 21, 2009 is necessary to constitute a quorum.
Abstentions are treated as present for purposes of determining whether a
quorum exists. Broker non-votes (which result when your shares are held in
“street name” and you do not tell the nominee how to vote your shares) are
also treated as present for purposes of determining whether a quorum
exists.
|
||
|
Q:
|
|
What
is the voting requirement to approve each of the
proposals?
|
||
|
A:
|
|
In
the election of directors, the three persons receiving the highest number
of FOR votes at the annual meeting will be elected. Accordingly, withheld
votes and broker non-votes have no effect on the election of any nominee.
You do not have the right to cumulate your votes.
Ratification of the independent auditors requires
the affirmative FOR vote of a majority of those shares present in person
or represented by proxy and entitled to vote on that proposal at the
annual meeting. Accordingly, abstentions on this proposal will have the
same effect as a vote against the proposal. Broker non-votes will have no
effect on this proposal.
|
||
|
Q:
|
|
What
should I do if I receive more than one set of voting
materials?
|
||
|
A:
|
|
You
may receive more than one set of voting materials, including multiple
copies of this proxy statement and multiple proxy cards or voting
instruction cards. For example, if you hold your shares in more than one
brokerage account, you will receive a separate voting instruction card for
each brokerage account in which you hold shares. If you are a stockholder
of record and your shares are registered in more than one name, you will
receive more than one proxy card. Please complete, sign, date, and return
each proxy card and voting instruction card that you receive.
|
||
|
Q:
|
|
Where
can I find the voting results of the annual meeting?
|
||
|
A:
|
|
We
intend to announce preliminary voting results at the annual meeting and
publish final results in our Quarterly Report on Form 10-Q for the fiscal
quarter ending September 30, 2009.
|
||
|
Q:
|
|
What
happens if additional matters are presented at the annual
meeting?
|
||
|
A:
|
|
Other
than the three items of business described in this proxy statement, we are
not aware of any other business to be acted upon at the annual meeting. If
you grant a proxy, the person named as proxy holder, Mr. Joseph Visconti,
our Chief Executive Officer, will have the discretion to vote your shares
on any additional matters properly presented for a vote at the meeting. If
for any unforeseen reason any of our nominees is not available as a
candidate for director, the persons named as proxy holders will vote your
proxy for any one or more other candidates nominated by the board of
directors.
|
||
|
Q:
|
|
How
many shares are outstanding and how many votes is each share
entitled?
|
||
|
A:
|
|
Each
share of our common stock issued and outstanding as of the close of
business on May 21, 2009, the record date, is entitled to be voted on all
items being voted at the annual meeting, with each share being entitled to
one vote. On the record date, 8,657,025 shares of common stock were issued
and outstanding.
|
||
|
Q:
|
|
Who
will count the votes?
|
||
|
A:
|
|
One
or more inspectors of election will tabulate the votes.
|
||
|
Q:
|
|
Is
my vote confidential?
|
||
|
A:
|
|
Proxy
instructions, ballots, and voting tabulations that identify individual
stockholders are handled in a manner that protects your voting privacy.
Your vote will not be disclosed, either within the Company or to anyone
else, except (1) as necessary to meet applicable legal requirements; (2)
to allow for the tabulation of votes and certification of the vote; or (3)
to facilitate a successful proxy solicitation.
|
||
|
Q:
|
|
Who
will bear the cost of soliciting votes for the annual
meeting?
|
||
|
A:
|
|
The
board of directors is making this solicitation on behalf of the Company,
which will pay the entire cost of preparing, assembling, printing,
mailing, and distributing these proxy materials. Certain of our directors,
officers, and employees, without any additional compensation, may also
solicit your vote in person, by telephone, or by electronic communication.
On request, we will reimburse brokerage houses and other custodians,
nominees, and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation materials to shareholders.
|
||
|
Q:
|
|
May
I propose actions for consideration at next year’s annual meeting of
stockholders?
|
||
|
A:
|
|
You
may submit proposals for consideration at future stockholder meetings. In
order for a stockholder proposal to be considered for inclusion in the
proxy statement for our annual meeting next year, however, the written
proposal must be received by us no later than February 4,
2010. Those proposals also will need to comply with Securities
and Exchange Commission regulations under Rule 14a-8 regarding the
inclusion of stockholder proposals in company-sponsored proxy
materials.
|
||
|
•
|
character
and integrity;
|
||
|
•
|
business
and management experience;
|
||
|
•
|
demonstrated
competence in dealing with complex problems;
|
||
|
•
|
familiarity
with the Company’s business;
|
||
|
•
|
diverse
talents, backgrounds, and perspectives;
|
||
|
•
|
freedom
from conflicts of interest;
|
||
|
•
|
regulatory
and stock exchange membership requirements for the
board;
|
||
|
•
|
sufficient
time to devote to the affairs of the Company; and
|
||
|
•
|
reputation
in the business
community
|
||
|
Name
|
Age
|
|
Position
|
Director
Since
|
||||||
|
Joseph
Visconti
|
44
|
Chairman,
President and Chief Executive Officer
|
2006
|
|||||||
|
David
Lemoie(1)
|
|
48
|
|
Director
|
|
2008
|
||||
|
Philip
Verges (1)
|
|
44
|
|
Director
|
|
2008
|
||||
|
Annual
Compensation
|
|||||||||||||||||||||||||||||
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
(1)
|
All
Other
Compensation
|
||||||||||||||||||||||||
|
Joseph
Visconti
|
|
2008
|
|
$
|
187,940
|
42,000
|
$
|
229,940
|
|||||||||||||||||||||
|
|
2007
|
|
196,763
|
200,000
|
$
|
396,763
|
|||||||||||||||||||||||
|
Name
of Director
|
Amount
|
Term
|
Exercise
Price
|
Value
|
||||
|
|
||||||||
|
Michiaki Tsurumi
|
100,000
Warrants
|
2 years
|
$0.35
|
$11,684
|
||||
|
Name
of Owner
|
Shares
Owned
|
Percentage
of Shares
Outstanding
|
||||||
|
|
||||||||
|
Joseph
Visconti
|
3,666,425
|
42.29%
|
||||||
|
Vision
Capital Advisors LLC
|
464,286
|
5.35%
|
||||||
|
Spencer
Trading
|
300,000
|
3.46%
|
||||||
|
All
officers and directors as a group (1 persons)
|
|
3,666,425
|
42.29%
|
|||||
|
1.
|
Oversee
the work and compensation of the independent auditor in connection with
the preparation by the independent auditor of its audit
report.
|
|
2.
|
Review
the scope of the independent auditor’s audit examination, including their
engagement letter, prior to the annual audit. Review and approve the audit
fees agreed upon by management. Approve any permitted non-audit services
to be provided by the independent auditors. The Chairman has the authority
to approve any additional audit or permitted non-audit services provided
to the Company, provided that the approval of such services is ratified by
the entire Committee at the next regularly scheduled Committee
meeting.
|
|
3.
|
Have
the authority to recommend to the Board of Directors the retention or
replacement of the independent auditors, and provide a written summary of
the basis for any recommended change (subject, if applicable, to
shareholder ratification). The independent auditor shall report directly
to the Committee.
|
|
4.
|
To
review and approve the internal corporate audit staff functions,
including: (i) purpose, authority and organizational reporting lines: (ii)
annual audit plan, budget and staffing; and (iii) concurrence in the
appointment, compensation and rotation of the internal audit
staff.
|
|
5.
|
Have
the authority, to the extent it deems necessary or appropriate, to retain
independent legal, accounting or other advisors. The Company
shall provide for appropriate funding, as determined by the Committee, for
payment of compensation to the independent auditor for the purpose of
rendering or issuing an audit report and to any advisors employed by the
Committee.
|
|
1.
|
Review
and discuss with management and the independent auditor the annual audited
financial statements, including disclosures made in management’s
discussion and analysis, and recommend to the Board of Directors whether
the audited financial statements should be included in the Company’s Form
10-K.
|
|
2.
|
Review
and discuss with management and the independent auditor the Company’s
quarterly financial statements prior to the filing of its Form 10-Q,
including the results of the independent auditor’s review of the quarterly
financial statements.
|
|
3.
|
Discuss
with the independent auditor the matters required to be discussed by
Statement on Auditing Standards No. 61 relating to the conduct of the
audit, including any difficulties encountered in the course of the audit
work, any restrictions on the scope of activities or access to requested
information, and any significant disagreements with
management.
|
|
4.
|
Discuss
with management and the independent auditor significant financial
reporting issues and judgments made in connection with the preparation of
the Company’s financial statements, including any significant changes in
the Company’s selection or application of accounting principles, any major
issues as to the adequacy of the Company’s internal controls and any
special steps adopted in light of material control
deficiencies.
|
|
5.
|
Review
and discuss quarterly reports from the independent auditors on: (a) all
critical accounting policies and practices to be used; (b) all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management, ramifications of the
use of such alternative disclosures and treatments, and the treatment
preferred by the independent auditor; and (c) other material written
communications between the independent auditor and management, such as any
management letter or schedule of unadjusted
differences.
|
|
6.
|
Discuss
with management the Company’s earnings press releases, including the use
of “pro forma” or adjusted” non-GAAP information, as well as financial
information and earnings guidance provided to analysts and rating
agencies.
|
|||
|
7.
|
Discuss
with management and the independent auditor the effect of regulatory and
accounting initiatives as well as off-balance sheet structures on the
Company’s financial statements, if
any.
|
|
8.
|
Discuss
with management the Company’s major risk exposures and the steps
management has taken to monitor and control such exposures, including the
Company’s risk assessment and risk management
policies.
|
|
9.
|
Review
disclosures made to the Committee by the Company’s CEO and CFO during
their certification process for the Form 10-K and Form 10-Q about any
significant deficiencies in the design or operation of internal controls
or material weaknesses therein and any fraud involving management or other
employees who have a significant role in the Company’s internal
controls.
|
|
1.
|
Review
and evaluate the lead partner of the independent auditor
team.
|
|
2.
|
Obtain
and review a report from the independent auditor at least annually
regarding (a) the independent auditor’s internal quality-control
procedures, (b) any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within the
preceding five years with respect to one or more independent audits
carried out by the firm, (c) any steps taken to deal with any such issues,
and (d) all relationships between the independent auditor and the
Company. Evaluate the qualifications, performance and
independence of the independent auditor, including considering whether the
auditor’s quality controls are adequate and the provisions of the
permitted non-audit services is compatible with maintaining the auditor’s
independence, taking into account the opinions of
management. The Committee shall present its conclusions with
respect to the independent auditor to the Board of
Directors.
|
|
3.
|
Oversee
the rotation of the audit partners as required by
law.
|
|
4.
|
Meet
with the independent auditor to discuss the planning and staffing of the
audit.
|
|
1.
|
Obtain
from the independent auditor assurance that Section 10A(b) of the Exchange
Act has not been implicated.
|
|
2.
|
Obtain
reports from management and the independent auditor that the Company and
its subsidiaries are in conformity with applicable legal requirements and
the Company’s Code of Ethics for Financial Management. Advise the Board of
Directors with respect to the Company’s policies and procedures regarding
compliance with applicable laws and regulations and with the Company’s
Code of Ethics for Financial
Management.
|
|
3.
|
Review
on an on-going basis for potential conflicts of interest, and approve if
appropriate, all “Related Party Transactions” of the Company as required
by Section 120 of the Amex Company Guide. For purposes of this Charter,
“Related Party Transactions” shall mean those transactions required to be
disclosed pursuant to SEC Regulation S-K, Item
404.
|
|
4.
|
Establish
procedures for the receipt, retention and treatment of complaints received
by the Company regarding accounting, internal accounting controls or
auditing matters, and the confidential, anonymous submission by the
employees of concerns regarding the questionable accounting or auditing
matters.
|
|
5.
|
Discuss
with management and the independent auditor any correspondence with
regulators or governmental agencies and any published reports which raise
material issues regarding the Company’s financial statements or accounting
policies.
|
|
6.
|
Discuss
with the Company’s outside counsel legal matters that may have a material
impact on the financial statements or the Company’s compliance
policies.
|
|
P
R
O
X
Y
|
The undersigned,
revoking all previous proxies, hereby appoints Joseph Visconti as proxy,
acting jointly and severally, with full power of substitution,
for and in the name of the undersigned to vote all shares of common stock,
par value $.001 per share, of ValueRich, Inc., that the undersigned
would
be entitled to vote if present in person at the annual meeting of
stockholders to be held on Friday, July 3, 2009 , at 3:00 p.m. Eastern
Daylight Time, at the, and at any adjournment, on the matters described in
the accompanying proxy statement and on any such other matters as may
properly come before the annual meeting. The proxies are directed to vote
or refrain from voting as checked on the reverse side on the matters
listed on the reverse side, and otherwise may vote in their discretion.
This proxy granted by this
card will be voted in the manner directed on the reverse side by the
undersigned stockholder. If no direction is specified, this proxy will be
voted “FOR ALL NOMINEES” in Item 1 and “FOR” Item 2. With respect to any
other matters that properly come before the annual meeting, the proxies
may vote at their discretion. The board of directors currently knows of no
other business that will come before the annual meeting. If at the time of
the annual meeting any of the nominees listed on this proxy card are
unable to serve, this proxy will be voted for any other person or persons,
if any, that the board of directors designates.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN ITEM1 AND “FOR”
ITEM 2.
|
|
|
|
Item
1.Election of the following director nominees to serve for the following
year and until his successor is
elected:
|
|
|
Nominees are: Joseph
Visconti, David Lemoie and Philip
Verges
|
|
FOR
ALL NOMINEES
|
WITHHOLD
AUTHORITY FOR
ALL NOMINEES
|
WITHHELD
FOR THE FOLLOWING ONLY:
(WRITE THE NAME(S) OF THE
NOMINEES) IN THE SPACE BELOW)
|
|
|
o
|
o
|
o
|
|
|
_______________________________
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
o
|
o
|
o
|
|
|
|
|
o
Mark here if your address has changed and provide us with your new
address in the space provided.
|
New Address:_____________________________________________ | |
|
________________________________________________________
|
||
|
________________________________________________________
|
||
|
Dated:
_____________________________________________ ,
2009
|
||
|
________________________________________________________
|
||
|
Signature(s) of
Stockholder(s)
|
||
|
________________________________________________________
|
||
|
Title
|
||
|
|
||
|
Please
mark, date and sign exactly as your name appears on this proxy card and
return in the enclosed envelope. If acting as executor, administrator,
trustee, guardian, etc., you should so indicate when signing. If the
signer is a corporation, please sign the full corporate name, by a duly
authorized officer. If shares are held jointly, each stockholder named
should sign.
|