-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMntFeziPcDnfmJj2FlV1H718ymtRSBGiPy5Llqm++2oT8bxarFcPvi9pE4Wx7Cb qVmDscpSnCIGnMY6sSiV3g== 0001144204-05-034012.txt : 20051104 0001144204-05-034012.hdr.sgml : 20051104 20051104160611 ACCESSION NUMBER: 0001144204-05-034012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051103 FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SONOMAWEST HOLDINGS INC CENTRAL INDEX KEY: 0000102588 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 941069729 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2064 HIGHWAY 116 NORTH CITY: SEBASTOPOL STATE: CA ZIP: 95472 BUSINESS PHONE: 707-824-2534 MAIL ADDRESS: STREET 1: 2064 HIGHWAY 116 NORTH CITY: SEBASTOPOL STATE: CA ZIP: 95472 FORMER COMPANY: FORMER CONFORMED NAME: VACU DRY CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SELINGER FREDRIC CENTRAL INDEX KEY: 0001204422 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01912 FILM NUMBER: 051180508 BUSINESS ADDRESS: STREET 1: 2064 HIGHWAY 116 CITY: SEBASTOPOL STATE: CA ZIP: 95472-2662 4 1 v028387_ex.xml X0202 4 2005-11-03 0 0000102588 SONOMAWEST HOLDINGS INC SWHI 0001204422 SELINGER FREDRIC 2064 HIGHWAY 116 NORTH SEBASTOPOL CA 95472 1 0 0 0 Employee stock option (right to buy) 5.00 2005-11-03 4 D 0 5000 0 D Common Stock 5000 0 D Employee stock option (right to buy) 5.00 2005-11-03 4 A 0 5000 0 A Common Stock 5000 0 D Employee stock option (right to buy) 7.48 2005-11-03 4 D 0 5000 0 D Common Stock 5000 0 D Employee stock option (right to buy) 7.48 2005-11-03 4 A 0 5000 0 A Common Stock 5000 0 D Employee stock option (right to buy) 7.20 2005-11-03 4 D 0 5000 0 D Common Stock 5000 0 D Employee stock option (right to buy) 7.20 2005-11-03 4 A 0 5000 0 A Common Stock 5000 0 D Employee stock option (right to buy) 5.05 2005-11-03 4 D 0 5000 0 D Common Stock 5000 0 D Employee stock option (right to buy) 5.05 2005-11-03 4 A 0 5000 0 A Common Stock 5000 20000 D Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on April 24, 2000 and was vested and exercisable on the date of deemed cancellation and grant of replacement option. Options were amended to allow for a period of one year following termination of service as a director or officer of the Company within which to exercise the option up to the ten year period after the date the options were originally granted. Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on July 17, 2001 and was vested and exercisable on the date of deemed cancellation and grant of replacement option. Options were amended to allow for a period of one year following termination of service as a director or officer of the Company within which to exercise the option up to the ten year period after the date the options were originally granted. Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on July 31, 2002 and was vested and exercisable on the date of deemed cancellation and grant of replacement option. Options were amended to allow for a period of one year following termination of service as a director or officer of the Company within which to exercise the option up to the ten year period after the date the options were originally granted. Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on July 30, 2003 and was vested and exercisable on the date of deemed cancellation and grant of replacement option. Options were amended to allow for a period of one year following termination of service as a director or officer of the Company within which to exercise the option up to the ten year period after the date the options were originally granted. Exhibit List Exhibit 24 - Confirming Statement /s/ Fredric Selinger 2005-11-04 EX-24 2 v028387_ex24.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Todd Wilson and Gwendolyn Toney, and each of them individually, the undersigned's true and lawful attorney-in-fact ("Attorney") to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of SonomaWest Holdings, Inc. (the "Company"), Forms 3, 4, and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney may approve in such Attorney's discretion. The undersigned hereby grants to Attorney full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming Attorney, or such Attorney's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing Attorney, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The Attorney and the Company shall not be liable for any error of judgment or for any act done or omitted or for any mistake of fact or law. The undersigned agrees to indemnify the Attorney for and to hold the Attorney free from and harmless against any and all loss, claim, damage, liability or expense incurred by or on behalf of the Attorney arising out of or in connection with acting as Attorney under this Power of Attorney, as well as the cost and expense of defending against any claim of liability hereunder, and not due to the Attorney's own gross negligence or bad faith. The undersigned agrees that the Attorney may consult with counsel of their choice (which may but need not be counsel for the Company) and the Attorney shall have full and complete authorization and protection for any action taken or suffered by the Attorney, or any of them hereunder, in good faith and in accordance with the opinion of such counsel. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of November, 2005. /s/ Fredric Selinger ----------------------------------- Signature Fredric Selinger ----------------------------------- Print Name -----END PRIVACY-ENHANCED MESSAGE-----