(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | 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): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: |
1.
To
elect five directors to our Board of Directors, each to serve until
our
2006 Annual Stockholders Meeting and until his successor has been
elected
and qualified or until his earlier resignation, death or removal.
Our
Board of Directors intends to present the following nominees for
election
as directors.
Nominees:
(1) Jack W.
Beech
(2) Chris
MacFarland
(3)
Michael G. O’Neil
(4)
Don
Sledge
(5)
Jay O. Wright
FOR o o
WITHHOLD
ALL
NOMINEES
FROM
ALL NOMINEES
__________________________________
For
all Nominees except as noted above
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2. To
approve an increase in the number of shares available under our 2001
Equity Performance Plan from 1,000,000 to 30,000,000.
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FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
3. To
amend the Certificate of Incorporation to increase the authorized
number
of shares of common stock from 600,000,000 to 1,500,000,000 shares
and the
authorized number of preferred shares from 5,035,425 to
20,035,425.
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FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
4. To
approve the ratification of the appointment of Bagell, Josephs &
Company, L.L.C. as our independent registered public accounting firm
for
the fiscal year ending March 31, 2006.
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FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
5. The
approval to adjourn or postpone the annual meeting to August 31,
2005 to
permit further solicitation of proxies in the event that an insufficient
number of shares is present in person or by proxy to approve the
proposals
presented at the annual meeting.
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FOR
o
|
AGAINST
o
|
ABSTAIN
o
|