Unassociated Document
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Proxy Statement
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Definitive
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Soliciting
Material Under Rule 14a-12
DIGITAL
POWER CORPORATION
(Name
of
Registrant as Specified In Its Charter)
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DIGITAL
POWER CORPORATION
41324
Christy Street
Fremont,
CA 94538
(510)
657-2635
October
8, 2008
Dear
Shareholder:
You
are
cordially invited to attend the 2008 Annual Meeting of Shareholders of Digital
Power Corporation to be held at 10:00 a.m. Pacific Time, on Monday, November
17,
2008, at our corporate offices located at 41324 Christy Street, Fremont,
California 94538.
Details
of the business to be conducted at the annual meeting are given in the attached
Notice of Annual Meeting of Shareholders and the attached proxy
statement.
Your
vote
is important. Whether or not you plan to attend the annual meeting, please
vote
as soon as possible by completing and returning the enclosed proxy card in
the
postage pre-paid envelope provided to ensure your shares will be represented.
Your vote by written proxy will ensure your representation at the annual meeting
regardless of whether or not you attend in person.
We
look
forward to seeing you at the annual meeting.
/s/
Amos Kohn
Amos
Kohn
President
and Chief Executive Officer
Fremont,
California
DIGITAL
POWER CORPORATION
41324
Christy Street
Fremont,
CA 94538
(510)
657-2635
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held On November 17, 2008
NOTICE
IS
HEREBY GIVEN that the 2008 Annual Meeting of Shareholders of Digital Power
Corporation, a California corporation, will be held at our corporate
headquarters, located at 41324 Christy Street, Fremont, California 94538, on
Monday, November 17, 2008, at 10:00 a.m. Pacific Time, for the purpose of
considering and acting on the following:
1. To
elect
our Board of Directors, consisting of five directors, each to hold office until
the next annual meeting of shareholders or until their respective successors
are
elected and qualified;
2. To
ratify
the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst &
Young Global Limited, as our independent auditors for the fiscal year ending
December 31, 2009; and
3. To
act
upon such other matters as may properly come before the annual meeting or any
adjournments or postponements thereof.
The
foregoing items of business are more fully described in the proxy statement
accompanying this Notice. The record date for determining those shareholders
who
will be entitled to notice of, and to vote at, the meeting and at any
adjournments or postponements thereof is September 22, 2008. The stock transfer
books will not be closed between the record date and the date of the meeting.
A
list of shareholders entitled to vote at the meeting will be available for
inspection at our principal executive offices for a period of ten days before
the meeting.
Your
vote
is important. Whether or not you plan to attend the annual meeting, please
vote
as soon as possible by mailing a completed proxy card. You may revoke a
previously delivered proxy at any time prior to the annual meeting. If you
decide to attend the annual meeting and wish to change your proxy vote, you
may
do so automatically by voting in person at the annual meeting.
By
Order
of the Board of Directors
/s/
Uri Friedlander
Uri
Friedlander
Corporate
Secretary
October
8, 2008
Fremont,
California
DIGITAL
POWER CORPORATION
41324
Christy Street
Fremont,
CA 94538
(510)
657-2635
PROXY
STATEMENT
FOR
THE 2008 ANNUAL MEETING OF SHAREHOLDERS
We
are
furnishing this proxy statement to you in connection with our 2008 Annual
Meeting of Shareholders to be held on Monday, November 17, 2008 at 10:00 a.m.
Pacific Time, at our corporate headquarters located at 41324 Christy Street,
Fremont, California 94538 and at any adjournment thereof. The matters to be
considered and acted upon are (i) the election of our Board of Directors,
consisting of five directors, to hold office until the next annual meeting
of
shareholders or until their respective successors are elected and qualified;
(ii) ratification of the appointment of Kost Forer Gabbay & Kasierer, a
member of Ernst & Young Global Limited, as our independent auditors for the
year ending December 31, 2009; and (iii) such other business as may properly
come before the annual meeting.
We
use
several abbreviations in this proxy statement. All references in this proxy
statement to “we,” “us,” “our,” “Digital Power” or “the Company” shall mean
Digital Power Corporation. The enclosed proxy is solicited on behalf of the
Board of Directors of Digital Power and is revocable by you at any time prior
to
the voting of such proxy. All properly executed proxies delivered pursuant
to
this solicitation will be voted at the meeting and in accordance with your
instructions, if any. Our Annual Report on Form 10-KSB for the fiscal year
ended
December 31, 2007, including audited financial statements, is included in this
mailing. Such Annual Report and financial statements are not a part of this
proxy statement.
This
proxy statement was first mailed to shareholders on October 8,
2008.
QUESTIONS
AND ANSWERS ABOUT THE MEETING
What
is the purpose of the 2008 Annual Meeting of Shareholders?
The
purpose of the annual meeting is to allow you to vote on the matters outlined
in
the accompanying Notice of Annual Meeting of Shareholders, including the
election of the Board of Directors, and ratifying the appointment of Kost Forer
Gabbay & Kasierer, a member of Ernst & Young Global Limited, as our
independent auditors for the fiscal year ending December 31, 2009.
Who
is entitled to vote?
Only
shareholders of record at the close of business on the record date, September
22, 2008 (the “Record Date”), are entitled to vote at the annual meeting, or any
postponements or adjournments of the annual meeting.
What
are the Board’s recommendations on the proposals?
The
Board
recommends a vote FOR
each of
the proposals.
How
do I vote?
Sign
and
date each proxy card you receive and return it in the postage-prepaid envelope
enclosed with your proxy materials. If you are a registered shareholder and
attend the meeting, then you may deliver your completed proxy card(s) in
person.
If
your
shares are held by your broker or bank, in “street name”, then you
will
receive a form from your broker or bank seeking instructions as to how your
shares should be voted. If you do not instruct your broker or bank how to vote,
then your broker or bank will vote your shares if it has discretionary power
to
vote on a particular matter.
Can
I change my vote after I return my proxy card?
Yes.
You
have the right to revoke your proxy at any time before the annual meeting by
notifying our Corporate Secretary in writing at Digital Power Corporation,
41324
Christy Street, Fremont, California 94538, voting in person, or returning a
proxy card with a later date. If you have instructed a broker to vote your
shares, you must follow your broker’s directions in order to change those
instructions.
Who
will count the vote?
Our
Corporate Secretary will count the votes and act as the inspector of election.
Our transfer agent, Computershare
Transfer & Trust, is the transfer agent for our common stock. Computershare
Transfer & Trust will
tally the proxies and provide this information at the time of the annual
meeting.
What
shares are included on the proxy card(s)?
The
shares on your proxy card(s) represent ALL of your shares.
What
does it mean if I get more than one proxy card?
If
your
shares are registered differently and are in more than one account, then you
will receive more than one proxy card. Sign and return all proxy cards to ensure
that all your shares are voted. We encourage you to have all accounts registered
under the same name and address whenever possible. You can accomplish this
by
contacting our transfer agent, Computershare
Transfer & Trust, located at 350 Indiana Street, Suite 800, Golden, Colorado
80401, phone (303) 986-5400, fax (303) 986-2444,
or, if
your shares are held by your broker or bank in “street name”, then by contacting
the broker or bank who holds your shares.
How
many shares can vote?
Only
shares of common stock may vote. As of the Record Date, there were 6,615,708
shares of common stock issued and outstanding.
Each
share of common stock is entitled to one vote at the annual meeting, except
with
respect to the election of directors. In elections of directors, California
law
provides that a shareholder, or his or her proxy, may cumulate votes; that
is,
each shareholder has that number of votes equal to the number of shares owned,
multiplied by the number of directors to be elected, and the shareholder may
cumulate such votes for a single candidate, or distribute such votes among
as
many candidates as he or she deems appropriate. However, a shareholder may
cumulate votes only for a candidate or candidates whose names have been properly
placed in nomination prior to the voting, and only if the shareholder has given
notice at the meeting, prior to the voting, of his or her intention to cumulate
votes for the candidates in nomination. Our designated proxy holders have
discretionary authority to cumulate votes represented by the proxies received
in
the election of directors. These proxy holders intend to vote all proxies
received by them in such manner that will assure the election of as many of
the
nominees described under “Proposal No. 1 - Election of Board of Directors” as
possible.
What
is a “quorum”?
A
“quorum” is a majority of the outstanding shares entitled to vote. A quorum may
be present in person or represented by proxy to transact business at the annual
meeting. For the purposes of determining a quorum, shares held by brokers or
nominees for whom we receive a signed proxy will be treated as present even
if
the broker or nominee does not have discretionary power to vote on a particular
matter, or if instructions were never received from the beneficial owner. These
shares are called “broker non-votes.” Abstentions will be counted as present for
quorum purposes.
What
is required to approve each proposal?
For
the
election of the Board of Directors, once a quorum has been established, the
nominees for director who have received the most votes will become directors.
Holders owning a majority of the shares present or represented and entitled
to
vote at the annual meeting must approve the ratification of the appointment
of
Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited,
as our independent auditors for the fiscal year ending December 31,
2009.
If
a
broker indicates on his or her proxy that he or she does not have discretionary
authority to vote on a particular matter, then the affected shares will be
treated as not present and not entitled to vote with respect to that matter,
even though the same shares may be considered present for quorum purposes and
may be entitled to vote on other matters.
What
happens if I abstain?
Proxies
marked “abstain” will be counted as shares present for the purpose of
determining the presence of a quorum, but for purposes of determining the
outcome of a proposal, shares represented by such proxies will not be treated
as
affirmative votes.
How
will we solicit proxies?
We
will
distribute the proxy materials and solicit votes. We will also bear the cost
of
soliciting proxies. These costs will include the expense of preparing and
mailing proxy solicitation materials for the meeting, and reimbursements paid
to
brokerage firms and others for their reasonable out-of-pocket expenses for
forwarding proxy solicitation materials to shareholders. Proxies may also be
solicited by our directors, officers, and employees, without additional
compensation, in person, by telephone, or by facsimile.
PROPOSAL
NO. 1
ELECTION
OF BOARD OF DIRECTORS
General
Our
bylaws permit our Board of Directors to fix by resolution the number of
authorized directors, with a minimum of five directors and a maximum of nine
directors. Our Board has fixed the authorized number of directors at five.
The
term of office for the directors elected at this meeting will expire at the
2009
Annual Meeting of Shareholders or until a director's earlier death, resignation,
or removal. As of the date of this proxy statement, our directors are Messrs.
Ben-Zion Diamant, Yeheskel Manea, Benjamin Kiryati, Israel Levi and Amos Kohn.
Based
on
the recommendation of the Nominating and Governance Committee, our Board of
Directors has approved the nomination of Ben-Zion Diamant, Amos Kohn, Yeheskel
Manea, Israel Levi and Terry Steinberg for election as directors at the 2008
annual meeting. Benjamin Kiryati is not standing for re-election. Following
is
information concerning these nominees, including information as to each
nominee’s age and business experience as of the Record Date. Unless otherwise
instructed, our designated proxy holders will vote the proxies received by
them
for the five nominees named below. If any of our nominees are unable or decline
to serve as a director at the time of the annual meeting, the proxies will
be
voted for any nominee designated by the present Board to fill the vacancy.
Each
nominee has agreed to serve as a director, if elected.
Nominees
for the Board of Directors
Ben-Zion
Diamant,
58, has
served as a member of our Board of Directors and has been our Chairman of the
Board since 2001. From March 2008 through July 2008, he served as our interim
President and Chief Executive Officer. He has served as CEO of Telkoor Telecom
Ltd. since August 2008; from 1994 to July 2008 he served as Chairman of the
Board of Telkoor Telecom Ltd. From 1992 to 1994, he was a partner and business
development manager of Phascom, and from 1989 to 1992 he was a partner and
manager of Rotel Communication. He earned his B.A. in Political Science from
Bar-Ilan University.
Amos
Kohn,
48, has
served as a member of our Board of Directors since 2003. He has served as our
President and Chief Executive Officer since June 2008. Mr. Kohn is an executive
level manager with more than 20 years experience in convergence technology
development, business management, corporate operations and product management
for diverse industries including telecommunications, cable television, broadcast
and wireless platform solutions. Since 2003, he has been the CEO of TechLead,
a
company specializing in professional services and consulting services to
telecommunications, cable television, broadcast, OTT, CDN and wireless
industries. From 2006 to 2007, Mr. Kohn served as Vice President of Business
Development at Scopus Video Networks, Inc. a high-tech company located in
Princeton, New Jersey that develops, markets and supports digital video
networking products. From 2003 to 2006, he was Senior Vice President of
Solutions Engineering at ICTV Inc., a high-tech company located in Los Gatos,
California, and a leading provider of network-based streaming media technology
solutions of digital video streaming and web-driven programming. From 2000
to
2003, Mr. Kohn was the Chief Architect of Liberate Technologies, a high-tech
software company specializing in telecommunications technologies of advanced
media processing located in San Carlos, California. From 1989 to 2000, Mr.
Kohn
was a Senior Vice President of Engineering & Technology of Golden Channel,
the largest cable television Multiple-Systems Operator (MSO) in Israel, with
executive responsibility to develop and implement from the ground-up the entire
nationwide cable TV system. Mr. Kohn holds a degree in Electrical and
Electronics Engineering and is named as an inventor of several US and
international patents.
Israel
Levi,
68, has
served as a member of our Board of Directors since July 2008. From 1989 to
2007,
Mr. Levi served as an officer and held senior management positions , including
Senior Vice President of Worldwide Operations and Quality, Senior Vice President
of Systems and Technology and Senior Vice President of Research &
Development, with Harmonic, Inc., a Sunnyvale, California-based provider of
video delivery solutions to cable, satellite, telco, terrestrial and wireless
operators worldwide. Mr. Levi led numerous industry first product and technology
developments applied to analog/digital video and data transmission over HFC
(hybrid fiber coax) networks. Among them are the first Fiber Node, the first
DWDM (Dense Wavelength Division Multiplexing) SCM (Sub Carrier Multiplexed)
Transmitter and Digitized Return Path Transceiver, all of which gained wide
industry acceptance and helped build the broadband infrastructure for
transmission of voice, video and data over cable. Mr. Levi holds a Masters
Degree in Electrical Engineering and is named as an inventor on five
patents.
Yeheskel
Manea,
63, has
served as a member of our Board of Directors since 2002. Since 1996, he has
been
a Branch Manager of Bank Hapoalim, one of the leading banks in Israel. Mr.
Manea
has been employed with Bank Hapoalim since 1972. He holds a B.A. in Economy
and
Business Administration from Ferris College, University of
Michigan.
Terry
Steinberg,
53, is
a first-time nominee to serve as a member of our Board of Directors. Mr.
Steinberg has extensive experience in high growth enterprises, directing
expansion efforts organically as well as through mergers and acquisitions,
with
significant international expertise. Since 2003, Mr. Steinberg has served as
Executive Vice President of Provengo, LLC, an Oceanside, New York - based
company focusing on synchronizing and streamlining the procurement process
for
its Department of Defense customers. He was the Executive Vice President of
SpiderFuel, Inc., an e-business enablement software company located in New
York,
from 2001 to 2003, where he designed and implemented business development and
roll-up acquisition strategies. From 1999 to 2001, he served as Executive Vice
President and then President of FotoLinks, LLC, an online photo-sharing,
e-commerce based website company in New York, where he directed the company’s
business development and financings, including the acquisition of a digital
imaging software developer and value-added reseller. Mr. Steinberg was President
and CEO of PC Etcetera, Inc. (later merged with Sivan, an Israeli-based high
tech vocational training company and renamed “Mentortech, Inc.”), an
international provider of high quality personal computer training services
to
Fortune 1000 companies, from 1985 to 1999. He received a Bachelors of Science
Degree in Applied Mathematics/Computer Science and an MBA - Finance from McGill
University.
Family
Relationships
Two
of
Mr. Manea's children are married to two of Mr. Diamant's children. Mr. Diamant’s
son, Ran Diamant, who is also Mr. Menea’s son-in-law, serves as the Corporate
Secretary and Controller of Telkoor Power Supplies Ltd., a key supplier to
Digital Power and a wholly-owned subsidiary of our largest shareholder, Telkoor
Telecom Ltd. Other than those relationships, there are no family relationships
among any of our directors or executive officers.
Vote
Required and Recommendation of the Board
Directors
are elected by the affirmative vote of the holders of a plurality of shares
present or represented and entitled to vote thereon at the annual
meeting.
The
Board
of Directors recommends that shareholders vote FOR
each of
the nominees
listed above.
Board
Meetings and Committees
As
of the
date of this proxy statement, our Board of Directors is composed of five members
and maintains the following three standing committees: (1) the Audit Committee;
(2) the Compensation Committee; and (3) the Nominating and Governance Committee.
The membership and the function of each of the committees are described below.
Our Board may from time to time establish a new committee or dissolve an
existing committee depending on the circumstances. Current copies of the
charters for the Audit Committee, the Compensation Committee and the Nominating
and Governance Committee can be found on our website at
www.digipwr.com.
Our
Board
of Directors held six meetings during the year ended December 31, 2007. In
that
year, the Audit Committee held four meetings, the Compensation Committee held
two meetings, and the Nominating and Governance Committee held no meetings;
the
nomination of candidates for the Board of Directors for the 2007 Annual Meeting
of Shareholders was performed by a majority of the independent members of the
Board. During the year ended December 31, 2007, Mr. Kiryati attended four of
the
six Board meetings. All other directors attended at least 75% of the meetings
of
the Board and 75% of the meetings, if any, of the Board committees upon which
they served. We encourage, but do not require, our Board members to attend
the
annual meeting of shareholders. Two of our five directors attended our 2007
Annual Meeting of Shareholders.
Audit
Committee
Messrs.
Manea, Kiryati and Levi currently comprise the Audit Committee of our Board
of
Directors. Mr. Kohn was a member of and the Chair of this Committee until June
2008, when he was appointed to serve as our President and Chief Executive
Officer. Mr. Levi took Mr. Kohn’s place on the Audit Committee. The Board has
nominated Mr. Steinberg to serve as a member of the Audit Committee, effective
upon and subject to his election to the Board. Our Board has determined that
each of the current members of the Audit Committee, as well as Mr. Steinberg,
satisfies the requirements for independence and financial literacy under the
standards of the SEC and AMEX. Our Board has also determined that Mr. Manea
qualifies as an “audit committee financial expert” as defined in SEC regulations
and satisfies the financial sophistication requirements set forth in the AMEX
Rules.
The
Audit
Committee is responsible for, among other things selecting and hiring our
independent auditors, and approving the audit and pre-approving any non-audit
services to be performed by our independent auditors; reviewing the scope of
the
annual audit undertaken by our independent auditors and the progress and results
of their work; reviewing our financial statements, internal accounting and
auditing procedures, and corporate programs to ensure compliance with applicable
laws; and reviewing the services performed by our independent auditor to
determine if the services rendered are compatible with maintaining the
independent auditors’ impartial opinion.
Compensation
Committee
Messrs.
Manea,
Kiryati
and Levi
currently comprise the Compensation Committee of our Board of Directors. Mr.
Kohn was a member of and the Chair of this Committee until June 2008, when
he
was appointed to serve as our President and Chief Executive Officer. Mr. Levi
took Mr. Kohn’s place on the Compensation Committee. The Board has nominated Mr.
Steinberg to serve as a member of the Compensation Committee, effective upon
and
subject to his election to the Board. Our Board has determined that each of
the
current members of the Compensation Committee, as well as Mr. Steinberg, meets
the requirements for independence under the standards of the SEC and
AMEX.
The
Compensation Committee is responsible for, among other things reviewing and
approving executive compensation policies and practices; reviewing and approving
salaries, bonuses and other benefits paid to our officers, including our Chief
Executive Officer and Chief Financial Officer; and administering our stock
option plans and other benefit plans.
Nominating
and Governance Committee
Messrs.
Manea
and Levi
currently comprise the Nominating and Governance Committee of our Board of
Directors. Mr. Kohn was a member of and the Chair of this Committee until June
2008, when he was appointed to serve as our President and Chief Executive
Officer. Mr. Levi took Mr. Kohn’s place on the Nominating and Governance
Committee. The Board has nominated Mr. Steinberg to serve as a member of the
Nominating and Governance Committee, effective upon and subject to his election
to the Board. Our Board has determined that each of the current members of
the
Nominating and Governance Committee, as well as Mr. Steinberg, meets the
requirements for independence under the standards of the SEC and
AMEX.
The
Nominating and Governance Committee is responsible for, among other things
assisting our Board in identifying prospective director nominees and
recommending nominees for each annual meeting of shareholders to the Board;
developing and recommending governance principles applicable to our Board;
overseeing the evaluation of our Board and management; and recommending
potential members for each Board committee to our Board.
Board
candidates are considered according to various criteria such as their
broad-based business and professional skills, experiences, personal integrity
and judgment, global business and social perspective, and concern for the
long-term interests of our shareholders. In addition, directors must have time
available to devote to Board activities and to enhance their knowledge of the
power-supply industry. Accordingly, we seek to attract and retain highly
qualified directors who have sufficient time to attend to their substantial
duties and responsibilities.
Consideration
of Director Nominees
You
may
propose director candidates for consideration by the Nominating and Governance
Committee. Any such recommendations must comply with our bylaws and should
include the nominee’s name and qualifications for Board membership. The
recommendation should be directed to the Corporate Secretary, c/o Digital Power
Corporation, 41324 Christy Street, Fremont, California 94538.
Code
of Ethics
We
have
adopted a code of ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer, controller or person
performing similar functions. The Code of Ethical Conduct for Financial Managers
is designed to deter wrongdoing and to promote honest and ethical conduct and
compliance with applicable laws and regulations. The full text of our Code
of
Ethical Conduct for Financial Managers is published on our website at
www.digipwr.com.
Director
Independence
Our
Board
of Directors has undertaken a review of the independence of each director and
director nominee and has determined that Messrs. Manea, Kiryati and Steinberg
are independent, and that each director who serves on each of its committees
is
independent, as such term is defined by standards of the SEC and AMEX. Messrs.
Diamant and Kohn do not meet the independence standards above because they
are
or were within the past three years employees and executive officers of Digital
Power.
Director
Compensation
Independent
directors receive $10,000 annually for serving on the Board of Directors. The
director designated by the Board as the Audit Committee financial expert
receives an additional annual fee of $5,000 for serving as the financial
expert.
Upon
joining our Board of Directors, each independent director also receives a grant
of an option under our 2002 Stock Option Plan to purchase 10,000 shares of
our
common stock. In addition, subject to Board approval, each independent director
may be granted, on an annual basis, an option to purchase an additional 10,000
shares of our common stock. Options vest over a four-year period, 25% per year.
Each option has an exercise price equal to the fair market value of our common
stock on the grant date and a maximum term of ten years, subject to earlier
termination upon the cessation of service as a director.
The
table
below sets forth, for each non-employee director, the total amount of
compensation related to his service during the year ended December 31,
2007:
|
Director
Compensation
|
|
|
Name
(1)
|
|
Fees
Earned or Paid in Cash ($)
|
|
Stock
Awards ($)
|
|
Option
Awards ($)
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
Nonqualified
Deferred Compensation Earnings ($)
|
|
All
Other Compensation ($)
|
|
Total
($)
|
|
|
Amos
Kohn (2)
|
|
|
10,000
|
|
|
-
|
|
|
2,012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
12,012
|
|
|
Ben-Zion
Diamant
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Yeheskel
Manea
|
|
|
15,000
|
|
|
-
|
|
|
2,012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
17,012
|
|
|
Benjamin
Kiryati
|
|
|
10,000
|
|
|
-
|
|
|
682
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
10,682
|
|
(1)
Mr.
Jonathan Wax, who served as our President and Chief Executive Officer during
2007, is not included in this table. His compensation is shown in the Summary
Compensation Table for 2007 on page 14 of this proxy statement. In March 2008,
Mr. Wax resigned from our Board of Directors and as our President and Chief
Executive Officer.
(2)
Mr.
Kohn became our President and CEO in June 2008.
Communications
with the Board of Directors
If
you
wish to communicate with our Board of Directors or any Board committee or any
member of the Board, please send a letter using the contact information provided
below. Our Corporate Secretary will review each such communication and forward
it to the appropriate Board member or members as he deems appropriate.
Write
to
the Board of Directors at:
Digital
Power Corporation
41324
Christy Street
Fremont,
CA 94538
Attention:
Corporate Secretary
PROPOSAL
NO. 2
RATIFICATION
OF INDEPENDENT AUDITORS
General
Kost
Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited
(“E&Y”), has served as our independent registered public accounting firm
since 2002 and has been appointed by the Audit Committee to continue as our
independent registered public accounting firm for the fiscal year ending
December 31, 2009.
Shareholder
ratification of E&Y as our independent registered public accounting firm is
not required by our bylaws or otherwise. The Board of Directors is seeking
such
ratification as a matter of good corporate practice. If the shareholders fail
to
ratify the selection of E&Y as our independent registered public accounting
firm, the Audit Committee will consider whether to retain that firm for the
year
ending December 31, 2009. Even if the selection is ratified, we may appoint
a
different independent registered public accounting firm during the year if
the
Audit Committee determines that such a change would be in the best interests
of
Digital Power and our shareholders. We do not expect a representative of E&Y
to be present at the annual meeting or otherwise be available to make a
statement or respond to questions.
E&Y
also serves as the independent auditors of Telkoor Telecom Ltd., our largest
shareholder. The auditing of our financial statements and Telkoor Telecom Ltd.’s
financial statements are handled by separate teams within E&Y.
Fees
and Services
The
following table shows the aggregate fees billed to us for professional services
by E&Y for the fiscal years ended December 31, 2007 and 2006:
| |
|
2007
|
|
2006
|
|
|
Audit
Fees
|
|
$
|
123,000
|
|
$
|
107,980
|
|
|
Audit-Related
Fees
|
|
$
|
-0-
|
|
$
|
-0-
|
|
|
Tax
Fees
|
|
$
|
-0-
|
|
$
|
-0-
|
|
|
All
Other Fees
|
|
$
|
-0-
|
|
$
|
-0-
|
|
|
Total
|
|
$
|
123,000
|
|
$
|
107,980
|
|
Audit
Fees.
This
category includes the aggregate fees billed for professional services rendered
for the audits of our financial statements for the fiscal years ended December
31, 2007 and 2006, for the reviews of the financial statements included in
our
quarterly reports on Form 10-QSB during fiscal 2007 and 2006, and for other
services that are normally provided by the independent auditors in connection
with statutory and regulatory filings or engagements for the relevant fiscal
years.
Audit-Related
Fees.
This
category includes the aggregate fees billed in each of the last two fiscal
years
for assurance and related services by the independent auditors that are
reasonably related to the performance of the audits or reviews of the financial
statements and are not reported above under "Audit Fees," and generally consist
of fees for other engagements under professional auditing standards, accounting
and reporting consultations, internal control-related matters, and audits of
employee benefit plans.
Tax
Fees.
This
category includes the aggregate fees billed in each of the last two fiscal
years
for professional services rendered by the independent auditors for tax
compliance, tax planning and tax advice.
All
Other Fees.
This
category includes the aggregate fees billed in each of the last two fiscal
years
for products and services provided by the independent auditors that are not
reported above under "Audit Fees," "Audit-Related Fees," or "Tax
Fees."
The
Audit
Committee’s policy is to pre-approve all services provided by our independent
auditors. These services may include audit services, audit-related services,
tax
services and other services. The Audit Committee may also pre-approve particular
services on a case-by-case basis. Our independent auditors are required to
report periodically to the Audit Committee regarding the extent of services
they
provide in accordance with such pre-approval.
Vote
Required and Recommendation of the Board
The
ratification of the appointment of E&Y requires the affirmative vote of the
holders of a majority of shares present or represented and entitled to vote
thereon at the annual meeting.
The
Board
of Directors recommends that shareholders vote FOR
the
ratification of appointment of the independent auditors.
REPORT
OF THE AUDIT COMMITTEE
In
accordance with Securities and Exchange Commission regulations, this Audit
Committee report is not deemed to be filed with the SEC.
The
Audit
Committee oversees the financial reporting process for Digital Power on behalf
of the Board of Directors. In fulfilling its oversight responsibilities, the
Audit Committee reviews Digital Power’s internal accounting procedures, consults
with, and reviews the services provided by Digital Power’s independent auditors,
and makes recommendations to the Board regarding the appointment of independent
auditors. Management is responsible for the financial statements and the
reporting process, including the system of internal controls. The independent
auditors are responsible for expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting
principles.
In
accordance with Statements on Accounting Standards (SAS) No. 61, discussions
were held with management and the independent auditors regarding the
acceptability and the quality of the accounting principles used in the reports.
These discussions included the clarity of the disclosures made therein, the
underlying estimates and assumptions used in the financial reporting, and the
reasonableness of the significant judgments and management decisions made in
developing the financial statements. In addition, the Audit Committee has
discussed with the independent auditors their independence from Digital Power
and its management. The independent auditors provided the written disclosures
and the letter required by Independence Standards Board Standard No.
1.
The
Audit
Committee has also met and discussed with Digital Power’s management, and with
its independent auditors, issues related to the overall scope and objectives
of
the audits conducted, the internal controls used by the Digital Power, and
the
selection of the Digital Power’s independent auditors. In addition, the Audit
Committee discussed with the independent auditors, with and without management
present, the specific results of audit investigations and examinations and
the
auditors’ judgments regarding any and all of the above issues.
Pursuant
to the reviews and discussions described above, the Audit Committee recommended
to the Board of Directors that the audited financial statements be included
in
the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007,
for filing with the Securities and Exchange Commission.
Respectfully
submitted,
Audit
Committee of the Board of Directors of
Digital
Power Corporation
Israel
Levi
Yeheskel
Manea
Benjamin
Kiryati
SECURITY
OWNERSHIP
Except
as
otherwise indicated below, the following table sets forth certain information
regarding beneficial ownership of our common stock as of the Record Date by:
(1)
each of our current directors and director nominees; (2) each of the named
executive officers listed in the Summary Compensation Table located below in
the
section titled “Executive Compensation”; (3) each person known to us to be the
beneficial owner of more than 5% of the outstanding shares of our common stock
based upon Schedules 13G or 13D filed with the Securities and Exchange
Commission; and (4) all of our directors and executive officers as a group.
As
of September 22, 2008, there were 6,615,708 shares of our common stock
outstanding.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes voting or investment power with respect to
the
securities. Common stock subject to options or warrants that are currently
exercisable or exercisable within 60 days of September 22, 2008 are deemed
to be
outstanding and to be beneficially owned by the person or group holding such
options or warrants for the purpose of computing the percentage ownership of
such person or group, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person or group. Unless
otherwise indicated by footnote, to our knowledge the persons named in the
table
have sole voting and sole investment power with respect to all common stock
shown as beneficially owned by them, subject to applicable community property
laws. The table below is based upon information supplied by officers, directors
and principal shareholders and Schedules 13D and 13G and Forms 3 and 4 filed
with the Securities and Exchange Commission as of September 22, 2008. Unless
otherwise indicated below, the address of each beneficial owner listed below
is
c/o Digital Power Corporation, 41324 Christy Street, Fremont, California
94538.
|
Beneficial
owner
|
|
Shares
Beneficially Owned
|
|
Percent
of Class Beneficially Owned
|
|
|
Telkoor
Telecom Ltd.
5
Giborei Israel
Netanya
42293
Israel
|
|
|
2,897,110
|
|
|
43.8
|
|
|
Ben-Zion
Diamant (1)
|
|
|
3,264,614
|
|
|
47.9
|
|
|
Jonathan
Wax (2)
|
|
|
162,500
|
|
|
2.4
|
|
|
Yeheskel
Manea (3)
|
|
|
32,500
|
|
|
*
|
|
|
Amos
Kohn (4)
|
|
|
32,500
|
|
|
*
|
|
|
Israel
Levi
|
|
|
0
|
|
|
*
|
|
|
Benjamin
Kiryati (5)
|
|
|
7,500
|
|
|
*
|
|
|
Terry
Steinberg
|
|
|
0
|
|
|
*
|
|
|
Barry
W. Blank
P.O.
Box 32056
Phoenix,
AZ 85064
|
|
|
634,059
|
|
|
9.6
|
|
|
All
executive officers and directors as a group
(six
persons) (6)
|
|
|
3,513,364
|
|
|
49.7
|
|
|
(1)
|
Mr.
Diamant serves as a director and CEO of Telkoor Telecom Ltd. Includes
(i)
options to purchase 200,000 shares, owned by Mr. Diamant, that are
currently exercisable or exercisable within 60 days of September
22, 2008;
(ii) 167,504 shares of common stock owned by the Digital Power ESOP,
for
which Mr. Diamant serves as trustee; and (iii) 2,897,110 shares
beneficially owned by Telkoor Telecom Ltd. Mr. Diamant disclaims
beneficial ownership of the shares held by Telkoor Telecom Ltd.,
except to
the extent of his proportionate pecuniary interest
therein.
|
|
(2)
|
Consists
of options to purchase 162,500 shares of common stock, exercisable
within
60 days of September 22, 2008. All of such options expired unexercised
on
September 30, 2008.
|
|
(3)
|
Consists
of options to purchase 32,500 shares of common stock, exercisable
within
60 days of September 22, 2008.
|
|
(4)
|
Consists
of options to purchase 32,500 shares of common stock, exercisable
within
60 days of September 22, 2008.
|
|
(5)
|
Consists
of options to purchase 7,500 shares of common stock, exercisable
within 60
days of September 22, 2008.
|
|
(6)
|
See
Notes (1) - (5) above. Also includes options to purchase 13,750 shares
of
common stock held by an executive officer and exercisable within
60 days
of September 22, 2008.
|
Section
16(A)
Beneficial Reporting Compliance
Section
16(a) of the Securities and Exchange Act of 1934, as amended, requires our
executive officers, directors, and persons who own more than ten percent of
a
class of our capital stock to file reports of ownership and changes in their
ownership with the Securities and Exchange Commission. These persons are
required to furnish us with copies of all Section 16(a) forms they file. Based
solely upon a review of these forms, we believe that all Section 16(a) filing
requirements were met during the year ended December 31, 2007, except for the
purchase of 5,000 shares of our common stock in October 2007 pursuant to the
exercise of options by Mr. Leo Yen, our then Chief Financial Officer.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following Summary Compensation Table sets forth all compensation earned in
all
capacities during the fiscal years ended December 31, 2006 and 2007, by our
(i)
Chief Executive Officer, and (ii) executive officers, other than the Chief
Executive Officer, whose salaries for the 2007 fiscal year as determined by
Regulation S-K, Item 402, exceeded $100,000 (the individuals falling within
categories (i) and (ii) are collectively referred to as the “Named Executive
Officers”).
|
Summary
Compensation Table
|
|
| |
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive Plan Compensation
|
|
Nonqualified
Deferred Compensation
|
|
Other
(1)
|
|
Total
|
|
|
Jonathan
Wax,
|
|
|
2007
|
|
$
|
162,323
|
|
|
-
|
|
|
-
|
|
$
|
14,103
|
|
|
-
|
|
|
-
|
|
$
|
19,167
|
|
$
|
195,593
|
|
|
Chief
Executive Officer
|
|
|
2006
|
|
$
|
162,323
|
|
|
-
|
|
|
-
|
|
$
|
4,874
|
|
|
-
|
|
|
-
|
|
$
|
15,820
|
|
$
|
178,143
|
|
|
(1)
|
The
other compensation for Mr. Wax consists primarily of health insurance
benefits, and also includes long-term and short-term disability insurance
benefits.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following tables provide information on outstanding equity awards during the
year ended December 31, 2007 to the Named Executive Officers.
|
Option
Awards - Fiscal Year 2007
|
|
|
Name
|
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
|
Option
Exercise Price ($)
|
|
Option
Expiration Date
|
|
|
Jonathan
Wax
|
|
|
-
|
|
|
-
|
|
|
50,000
|
|
$
|
1.70
|
|
|
03/04/2017
|
|
|
Stock
Awards - Fiscal Year 2007
|
|
|
Name
|
|
Number
of Shares or Units of Stock that Have Not Vested
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested (#)
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights That Have Not Vested ($)
|
|
|
Jonathan
Wax
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Employee
Stock Ownership Plan
We
adopted an Employee Stock Ownership Plan, or ESOP, in conformity with ERISA
requirements. As of December 31, 2007, the ESOP owned, in the aggregate, 167,504
shares of our common stock. All eligible employees participate in the ESOP
based
on the employee’s level of compensation and length of service. Participation in
the ESOP is subject to vesting over a six-year period. Our shares of common
stock owned by the ESOP are voted by the ESOP trustees. Mr. Diamant is the
current trustee of the ESOP.
Stock
Option Plans
Our
stock
option plans currently consist of the Digital Power 2002, 1998, and 1996 Stock
Option Plans (the “Plans”). The purpose of the Plans is to encourage stock
ownership by employees, officers, and directors by giving them a greater
personal interest in the success of the business and by providing them an added
incentive to advance in their employment or service to Digital Power. The Plans
provide for the grant of either incentive or non-statutory stock options. The
exercise price of any stock option granted under the Plans may not be less
than
100% of the fair market value of our common stock on the date of grant.
To
the
extent that an incentive stock option may be exercised in any given year for
more than $100,000, the option will be deemed to be a non-statutory stock
option. Generally, our stock option agreements permit cashless exercises where
options are exercised and the underlying common stock is sold on the same day.
Unless otherwise provided by the Board, an option granted under the Plans is
exercisable for ten years. The Plans are administered by the Compensation
Committee, which has discretion to determine optionees, the number of shares
to
be covered by each option, the exercise schedule and other terms of the options.
The Plans may be amended, suspended, or terminated by the Board, but no such
action may impair rights under a previously granted option. Each incentive
stock
option is exercisable, during the lifetime of the optionee, only so long as
the
optionee remains employed with us. In general, no option is transferable by
the
optionee other than by will or by the laws of descent and
distribution.
As
of
December 31, 2007, a total of 2,272,000 shares of our common stock were reserved
for issuance under the Plans, and of this number, options to purchase 950,190
shares of common stock were issued and were outstanding at that
date.
401(k)
Plan
We
have
adopted a tax-qualified employee savings and retirement plan, or 401(k) plan,
which generally covers all of our full-time employees. Pursuant to the 401(k)
plan, employees may make voluntary contributions to the plan up to a maximum
of
6% of eligible compensation. The 401(k) plan permits, but does not require,
matching contributions by Digital Power on behalf of plan participants. We
match
contributions at the rate of $0.25 for each $1.00 contributed, up to 6% of
the
base salary. We are also permitted under the plan to make discretionary
contributions. The 401(k) plan is intended to qualify under Sections 401(k)
and
401(a) of the Internal Revenue Code of 1986, as amended. Contributions to such
a
qualified plan are deductible to Digital Power when made, and neither the
contributions nor the income earned on those contributions is taxable to plan
participants until withdrawn. All 401(k) plan contributions are credited to
separate accounts maintained in trust.
Employment
Agreements
Employment
Agreement with Amos Kohn
We
entered into an employment agreement effective June 1, 2008, with Mr. Amos
Kohn,
our President and Chief Executive Officer. Under this agreement, Mr. Kohn will
receive an initial annual base salary of $175,000. He will also receive a stock
option to purchase 50,000 shares of our common stock at a price equivalent
to
the fair market value of our shares on the date that the option grant is
approved by the Board pursuant to our 2002 Stock Option Plan. If certain
performance objectives are met and if Mr. Kohn serves continuously as our
President and Chief Executive Officer through June 1, 2009, he will be granted
an additional option to purchase 100,000 shares of our common stock at a price
equivalent to the fair market value of our shares on the date that such option
grant is approved by the Board. Mr. Kohn is eligible to participate in our
standard employee group benefits.
If
Mr.
Kohn serves continuously as our President and Chief Executive Officer and (i)
if
certain performance objectives are met during 2008, his base salary during
2009
will increase to $200,000 or he will receive a bonus in the amount of $87,500;
(ii) if certain performance objectives are met during 2009, he will receive
a
bonus equal to his then base salary times a fraction, the numerator of which
is
Digital Power’s gross profit for 2009 and denominator of which is Digital
Power’s gross revenue for 2009; and (iii) if certain performance objectives are
met during 2010, he will receive a bonus equal to his then base salary times
a
fraction, the numerator of which is Digital Power’s gross profit for 2010 and
denominator of which is Digital Power’s gross revenue for 2010.
If
on or
after January 1, 2009, (i) Mr. Kohn is terminated by Digital Power without
cause
or (ii) a change in control of Digital Power (as defined in the agreement)
occurs and Mr. Kohn resigns with good reason within six months following such
change in control, Mr. Kohn would be entitled to the following benefits: four
to
eight months of his then base salary, depending on whether certain performance
goals have been achieved; health benefits for up to four months following
termination; and acceleration of one year’s worth of vesting of any outstanding
stock options.
Separation
Agreement with Jonathan Wax
We
entered into a separation agreement and release of claims with Jonathan Wax,
our
former President and Chief Executive Officer. See the discussion of this
agreement located below in the section titled “Certain Relationships and Related
Transactions”.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Employment
Agreement with Amos Kohn
We
entered into an employment agreement, effective June 1, 2008, with our President
and Chief Executive Officer, Amos Kohn. See the discussion of this agreement
located above in the section titled “Executive Compensation - Employment
Agreements”.
Separation
Agreement with Jonathan Wax
We
entered into a separation agreement and release of claims, effective as of
February 29, 2008, with Jonathan Wax, our former President and Chief Executive
Officer. Under this agreement, we are to pay Mr. Wax: (a) his base salary
through the date of the agreement and any vacation pay and other cash
entitlements accrued by Mr. Wax as of the date of the agreement; and (b)
$165,000 (less deductions required by law) payable in four equal quarterly
installments on April 1, 2008, July 1, 2008, October 1, 2008 and January 1,
2009. We will continue to pay until the earlier of (a) the date on which Mr.
Wax
obtains health care coverage from another employer or source or (b) one year
from the date of the agreement, the same portion of the costs associated with
providing group, medical, dental and vision insurance coverage to Mr. Wax as
was
paid by Digital Power during February 2008. If Mr. Wax dies before all of these
payments have been made, we will make the remaining payments to the Wax Family
Trust.
Relationship
with Telkoor Power Supplies Ltd.
In
the
fiscal years ended December 31, 2007 and 2006, we purchased approximately
$5,142,000 and $4,974,000, respectively, of products from Telkoor Power Supplies
Ltd., a wholly-owned subsidiary of our largest shareholder, Telkoor Telecom
Ltd.
We have no written agreement for the purchase of these products, other than
purchase orders that are placed in the ordinary course of business when the
products are needed.
PROPOSALS
OF SHAREHOLDERS
If
any
shareholder intends to submit a proposal to be considered for inclusion in
our
proxy materials in connection with our 2009 Annual Meeting of Shareholders,
the
proposal must comply with all applicable requirements of Rule 14a-8 promulgated
under the Securities Exchange Act of 1934 and must be delivered to Digital
Power
no later than , 2009. Such proposals should be delivered to Digital Power
Corporation, 41324 Christy Street, Fremont, CA 94538, Attention: Corporate
Secretary.
Shareholder
proposals to be submitted for consideration at our 2009 annual meeting but
not
submitted for inclusion in our proxy materials for that meeting, including
shareholder nominations for candidates for election as directors, must be
received by our Secretary on or before June 1, 2009 in accordance with the
procedures set forth in our bylaws. However, if the date of our 2009 annual
meeting is a date that is not within 30 days before or after November 17, 2009,
the anniversary date of this year’s annual meeting, notice by the shareholder of
a proposal must be received no later than the close of business on the later
of
(a) 120 days in advance of the 2009 annual meeting or (b) 10 calendar days
after
public announcement of the meeting date.
ANNUAL
REPORT TO SHAREHOLDERS
The
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007,
including audited financial statements, was mailed to the shareholders
concurrently with this proxy statement, but such report is not incorporated
in
this proxy statement and is not deemed to be a part of the proxy solicitation
material. The Form 10-KSB and all other periodic filings made with the
Securities and Exchange Commission are available at our website at
www.digipwr.com.
OTHER
BUSINESS
The
Board
of Directors is not aware of any other matters to be presented at the annual
meeting. If any other matter should properly come before the annual meeting,
the
persons appointed as proxy holders intend to vote the shares represented in
accordance with the recommendations of the Board.
By
Order
of the Board of Directors
/s/
Uri
Friedlander
Uri
Friedlander,
Corporate
Secretary
October
8, 2008
DIGITAL
POWER CORPORATION
41920
Christy Street
Fremont,
CA 94538
(510)
657-2635
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Amos Kohn and Uri Friedlander as proxies, each
with
full power to appoint substitutes, and hereby authorizes them or either of
them
to represent and to vote as designated below, all the shares of common stock
of
Digital Power Corporation held of record by the undersigned as of September
22,
2008, at the 2008 Annual Meeting of Shareholders to be held at the Company's
headquarters located at 41324 Christy Street, Fremont, CA 94538, at 10:00
a.m.
Pacific Time, on November 17, 2008, and any adjournments or postponements
thereof, and hereby ratifies all that said proxies may do by virtue
hereof.
PLEASE
MARK YOUR VOTE IN THE BRACKET IN THE FOLLOWING MANNER USING DARK INK ONLY.
x
Proposal
1: To
elect
directors to serve for the ensuing year and until their successors are
elected.
Nominees
| Ben-Zion Diamant |
o |
FOR
|
o |
WITHHOLD AUTHORITY |
| Amos Kohn |
o |
FOR
|
o |
WITHHOLD AUTHORITY |
|
Israel Levi
|
o
|
FOR
|
o |
WITHHOLD AUTHORITY |
| Yeheskel Manea |
o |
FOR
|
o |
WITHHOLD AUTHORITY |
| Terry Steinberg |
o |
FOR
|
o |
WITHHOLD
AUTHORITY |
| Proposal 2:
|
To
ratify the appointment of Kost Forer Gabbay & Kasierer A Member of
Ernst & Young Global as the Company’s independent auditors for the
year ending December 31, 2009.
|
| o |
FOR |
o |
AGAINST |
o |
ABSTAIN |
| Proposal
3: |
To
transact such other business as may properly come before the meeting
and
any adjournments thereof.
|
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED
FOR PROPOSALS ONE AND TWO.
THIS
PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO OTHER
BUSINESS WHICH PROPERLY MAY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS
OR
POSTPONEMENTS THEREOF. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE
READ, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.
| Dated: ____________________, 2008 |
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Signature |
Common
Stock
Please
sign exactly as name appears at left. When shares are held by joint tenants
or
more than one person, all owners should sign. If
you
cast a vote, signing as attorney, executor, administrator, trustee, or guardian,
please disclose your full title and relationship with the shareholder
authorizing you to do so.
If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.