Filed
by the Registrant:
|
¨
|
Filed
by a Party other than the Registrant:
|
¨
|
Check
the appropriate box:
|
||
¨
|
Preliminary
Proxy Statement
|
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
ý
|
Definitive
Proxy Statement
|
|
¨
|
Definitive
Additional Materials
|
|
¨
|
Soliciting
Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
|
Payment
of Filing Fee (Check the appropriate box):
|
||
¨
|
$125
per Exchange Act Rules 0-11(C)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or
|
|
ý
|
No
fee required.
|
|
Item
22(a)(2) of Schedule 14A.
|
||
¨
|
$500
per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
|
(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:
|
|
¨
|
Fee
paid previously with preliminary materials.
|
|
¨
|
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.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
(1)
|
The
election of five directors to the board of directors to serve until
the
2008 annual meeting of stockholders and until their successors are
elected
and qualified;
|
(2)
|
The
approval of an amendment to the Corporation’s 2005 Long-Term Incentive
Plan
|
(3)
|
The
approval of the selection of Horwath Velez & Co. PSC as the
Corporation’s independent certified public accountants for the fiscal year
ending October 31, 2007; and
|
(4)
|
The
transaction of such other and further business as may properly come
before
the meeting.
|
By order of the Board of Directors | |||
Nélida Plaza | |||
Secretary |
•
|
The
election of five directors to the board of directors to serve until
the
next annual meeting of stockholders and until their successors are
elected
and qualified;
|
•
|
A
proposal to amend our 2005 Long-Term Incentive
Plan;
|
•
|
A
proposal to approve the selection of Horwath Velez & Co. PSC as the
Corporation’s independent certified public accountants for the fiscal year
ending October 31, 2007; and
|
•
|
The
transaction of such other and further business as may properly come
before
the meeting.
|
Name
|
Age
|
Position
with Us
|
Director
Since
|
|||
Elizabeth
Plaza
|
43
|
President,
chairman of the board and director
|
2006
|
|||
Kirk
Michel1
|
50
|
Director
|
2006
|
|||
Dov
Perlysky
|
42
|
Director
|
2004
|
|||
Howard
Spindel1
|
60
|
Director
|
2006
|
|||
Irving
Wiesen1
|
51
|
Director
|
2006
|
1 |
Member
of the audit and compensation
committees.
|
Name
|
Fees
earned or paid in cash
|
Option
awards ($)
|
Total
($)
|
Shares
Subject to Outstanding Options
|
|||||||||
Kirk
Michel
|
--
|
15,000
|
15,000
|
25,000
|
|||||||||
Dov
Perlysky
|
--
|
--
|
--
|
--
|
|||||||||
Howard
Spindel
|
--
|
15,000
|
15,000
|
25,000
|
|||||||||
Irving
Wiesen
|
--
|
15,000
|
15,000
|
25,000
|
•
|
in
the case of an annual meeting, not less than 120 days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders, although if we did not hold an annual meeting or the
annual
meeting is called for a date that is not within 30 days of the anniversary
date of the prior year’s annual meeting, the notice must be received a
reasonable time before we begin to print and mail our proxy materials;
and
|
•
|
in
the case of a special meeting of stockholders called for the purpose
of
electing directors, the notice must be received a reasonable time
before
we begin to print and mail our proxy
materials.
|
•
|
as
to each person whom the stockholder proposes to nominate for election
as a
director (a) his name, age, business address and residence address,
(b)
his principal occupation and employment, (c) the number of shares
of our
common stock are owned beneficially or of record by him and (d) any
other
information relating to the nominee that would be required to be
disclosed
in a proxy statement or other filings required to be made in connection
with solicitations of proxies for election of directors pursuant
to
Section 14 of the Exchange Act, and the rules and regulations of
the
Commission thereunder; and
|
•
|
as
to the stockholder giving the notice (a) his name and record address,
(b)
the number of shares of common stock of the corporation which are
owned
beneficially or of record by him, (c) a description of all arrangements
or
understandings between the stockholder and each proposed nominee
and any
other person or persons (including their names) pursuant to which
the
nomination(s) are to be made by the stockholder, (d) a representation
by
him that he is a holder of record of our stock entitled to vote at
such
meeting and that he intends to appear in person or by proxy at the
meeting
to nominate the person or persons named in his notice and (e) any
other
information relating to the stockholder that would be required to
be
disclosed in a proxy statement or other filings required to be made
in
connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
of the Commission thereunder.
|
Description
of services
|
2006
|
|||
Audit
fees
|
$
|
42,0001
|
||
Audit
related fees
|
||||
Tax
fees
|
||||
All
other fees
|
1,900
|
|||
$
|
43,900
|
Description
of services
|
2006
|
2005
|
|||||
Audit
fees
|
$
|
22,427
|
$
|
21,500
|
|||
Audit
related fees
|
18,971
|
—
|
|||||
Tax
fees
|
830
|
15,941
|
|||||
All
other fees
|
40,144
|
—
|
|||||
$
|
82,372
|
$
|
37,411
|
|
·
|
each
director;
|
|
|
|
|
·
|
each
officer named in the summary compensation
table;
|
|
·
|
each
person owning of record or known by us, based on information provided
to
us by the persons named below, to own beneficially at least 5% of
our
common stock; and
|
|
|
|
|
·
|
all
directors and executive officers as a
group.
|
Name
|
Shares
of Common Stock Beneficially Owned
|
Percentage
|
|||||
Elizabeth
Plaza
Sardinera
Beach Building, Suite 2 Marginal Costa de Oro
Dorado,
Puerto Rico 00646
|
1,150,000
|
6.3
|
%
|
||||
Dov
Perlysky
445
Central Avenue, Suite 305
Cedarhurst,
New York 11516
|
1,164,554
|
6.4
|
%
|
||||
Kirk
Michel
|
523,406
|
2.8
|
%
|
||||
Howard
Spindel
|
12,500
|
*
|
|||||
Irving
Wiesen
|
12,500
|
*
|
|||||
All
officers and directors as a group (five individuals owning
stock)
|
2,898,406
|
14.9
|
%
|
||||
Venturetek
LP
370
Lexington Avenue
New
York, NY 10017
|
4,697,990
|
23.6
|
%
|
||||
San
Juan Holdings, Inc.
MCS
Plaza, Suite #305
255
Ponce de León Ave.
Hato
Rey, PR 00917
|
4,908,443
|
22.7
|
%
|
||||
Barron
Partners LP
730
Fifth Avenue
New
York, NY 10019
|
3,979,174
|
20.3
|
%
|
||||
Pentland
USA, Inc.
3333
New Hyde Park Road
New
Hyde Park, NY 11042
|
1,532,719
|
8.1
|
%
|
||||
Fame
Associates
111
Broadway
New
York, NY 10006
|
1,532,719
|
8.1
|
%
|
||||
LDP
Family Partnership, LP
2
Lakeside Drive West
Lawrence,
NY 11559
|
1,158,839
|
6.2
|
%
|
*
|
Less
than 1%.
|
Name
|
Age
|
Position
|
|||||
Elizabeth
Plaza
|
43
|
President,
chairman of the board and director
|
|||||
Nélida Plaza
|
39
|
Vice
president and secretary
|
|||||
Manuel
O. Morera
|
51
|
Chief
financial officer and vice president - finance and
administration
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Option
Awards ($)
|
All
Other Compensation ($)
|
Total
($)
|
|||||||||||
Elizabeth
Plaza, president
and
chief executive officer
|
2006
2005
|
173,378
-
|
-
-
|
34,423
281,521
|
207,801
281,521
|
|||||||||||
Nélida
Plaza,
vice
president
|
2006
2005
|
130,120
84,723
|
-
-
|
17,094
54,688
|
147,214
139,411
|
|
Years
Ended October 31,
|
||||||
Description
|
2006
|
2005
|
|||||
Housing
|
$
|
4,428
|
$
|
25,175
|
|||
Life
insurance
|
2,005
|
12,034
|
|||||
Tuition
for her child
|
—
|
11,280
|
|||||
Car
allowance
|
1,000
|
6,000
|
|||||
Payments
of lease obligation for the vehicle assigned to
her
|
9,660
|
—
|
|||||
Other
|
—
|
199
|
|||||
$
|
17,094
|
$
|
54,688
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
By Order of the Board of Directors | |||
/s/ Elizabeth Plaza | |||
Elizabeth Plaza | |||
President and Chief Executive Officer |
(1) |
To
elect the following five (5)
directors:
|
o
|
FOR
all nominees listed above (except as marked to the contrary
below).
|
o
|
Withhold
authority
to
vote for all nominees listed above.
|
INSTRUCTION:
|
To
withhold authority to vote for any individual nominee, print that
nominee’s name below
.
|
(2)
|
To
approve the amendment to the 2005 Long Term Incentive
Plan.
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
(3)
|
To
approve the selection of Horwath Velez & Co. PSC as the Company’s
independent certified public accountants for the year ending October
31,
2007
|
In
their discretion, upon the transaction of such other business as
may
properly come before the meeting;
|
Dated: | |||
(Signature(s)) | |||
Please sign exactly as name(s) appear hereon. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. | |||
Please date, sign and mail this proxy in the enclosed envelope, which requires no postage if mailed in the United States. |
•
|
to
discharge the Board’s responsibilities relating to compensation of the
Company’s directors and executive officers, including approving individual
executive officer compensation;
|
•
|
to
review and recommend compensation plans, policies and benefit programs
for
employees generally; and
|
•
|
to
prepare the report on executive compensation for inclusion, if required,
in filings made by the Company with the Securities and Exchange
Commission, including its annual proxy statement and periodic
reports.
|
•
|
if
the Board designates the Committee as the committee responsibility
for
administering one or more stock options, long-term incentive or other
plans, the Committee shall have the responsibilities accorded such
committee under the applicable
plan.
|
•
|
The
Committee will consist of not fewer than three members, each of whom
shall
be a director who (i) satisfies the independence requirements of
the
principal market or exchange on which the Company’s common stock is
traded, or, if the common stock is not traded on a market or exchange
which requires a standard of independence, the independence standard
required by the Nasdaq Stock Market, (ii) is s non-employee director
as
defined in Rule 16b-3 under the Securities Exchange Act of 1934,
as
amended, and (iii) is an “outside director” as defined by Section 162(m)
of the Internal Revenue Code.
|
•
|
One
member shall serve as chairman of the Committee. The members of the
Committee shall serve one-year terms, and shall be appointed annually
by
the Board. The Chairman shall likewise be determined by the Board
annually.
|
•
|
Members
of the Committee may be removed or replaced by the Board. Any member
who,
subsequent to his or her appointment, ceases to be an independent
director, a non-empoloyee director or an outside director shall resign
from the Committee, and if such member fails to resign, the Board
shall
replace such member.
|
•
|
The
Committee shall meet with such frequency and at such intervals as
it shall
determine is necessary to carry out its duties and responsibilities,
but
in any case, at least once each
year.
|
•
|
Meetings
of the Committee may be called as needed by the Chairman of the Committee.
The Company’s chief executive officer or other senior executive officers
may request that the Committee meet for a specific purpose.
|
•
|
The
Committee may meet by telephone or videoconference and may take action
by
written consent.
|
•
|
The
Committee may engage compensation consultants to assist in the evaluation
of director, CEO or executive officer compensation, and, in connection
therewith, shall have the authority to determine the terms on which
such
firm is engaged.
|
•
|
The
Committee shall have the authority to obtain advice and assistance
from
any officer or employee of the Company or from any outside legal
expert or
other advisors.
|
•
|
The
Committee may request that members of Senior Management or outside
consultants and advisors of the Committee, be present to assist the
Committee in performing its duties.
|
•
|
If
the Committee shall consist of more than three directors, the Committee
shall have the authority to delegate any of its responsibilities
to
subcommittees as the Committee may deem appropriate provided that
the
subcommittee is comprised of not less than three directors all of
whom are
independent directors.
|
•
|
Provide
oversight and guidance for compensation and benefit philosophy for
all
employees of the Company.
|
•
|
Review
and approve corporate goals and objectives relevant to CEO compensation,
evaluate the CEO’s performance in light of those goals and objectives and
have the sole authority to determine the CEO’s compensation level based on
this evaluation. This includes salary, annual incentive and long-term
incentive programs, whether stock, stock options or other equity-based
incentive or cash, and determinations relating to the deductibility
of
compensation under Section 162(m) of the Internal Revenue Code of
1986.
|
•
|
Review
and approve other significant terms of employment for the CEO.
|
•
|
Review
and approve the compensation, including base salary and incentive
awards,
including awards under any plans, and other significant terms of
employment, for individuals who either report directly to the CEO
or
holding a position classified as vice president or higher and or
any other
officer of the Company who is subject to the reporting requirements
of
Section 16(a) of the Securities Exchange Act of 1934, as amended,
such
officers, together with the CEO being referred to as “Senior Management.”
|
•
|
Review
and make recommendations to the Board with respect to incentive
compensation plans and equity-based plans.
|
•
|
Review
the performance of Senior Management.
|
•
|
Review
and make recommendations to the Board on matters concerning the directors’
annual retainer, as well as any other compensation programs relating
to
the Board.
|
•
|
Prepare
the report on executive compensation for inclusion in the Company’s proxy
statement in accordance with applicable rules and
regulations.
|
•
|
If
the Committee also serves as the committee under any plans, set the
criteria for awards under each plan and determine the nature of the
awards
and the terms of any award. With respect to awards to any employees
who
are not Senior Management, the Committee may consult with Senior
Management in granting awards under the
plan.
|
•
|
Review
and reassess the adequacy of this Charter annually and recommend
any
proposed changes to the Board for approval.
|
•
|
Conduct
an annual performance evaluation of the Committee.
|
1. |
Purpose;
Definitions.
|
2. |
Administration.
|
3. |
Stock
Subject to Plan.
|
4. |
Eligibility.
|
5. |
Stock
Options.
|
6. |
Stock
Appreciation Rights.
|
7. |
Restricted
Stock.
|
8. |
Deferred
Stock.
|
9. |
Stock
Purchase Rights.
|
10. |
Other
Stock-Based Awards.
|
11. |
Change
in Control Provisions.
|
12. |
Amendments
and Termination.
|
13. |
Unfunded
Status of Plan.
|
14. |
General
Provisions.
|
15. |
Effective
Date of Plan.
|
16. |
Term
of Plan.
|