UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Dated Filed:
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AMDL, INC.
2492 Walnut Avenue, Suite 100
Tustin, California 92780
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 26, 2008
10:00 a.m.
The Annual Meeting of Stockholders of AMDL, Inc. will be held at the Hyatt Regency Hotel,
17900 Jamboree Road, Irvine, California 92614 on Friday, September 26, 2008, at 10:00 a.m., local
time, to consider and vote upon:
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1.
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The election of five directors to hold office until the next annual meeting of
stockholders or until their successors are duly elected and qualified;
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2.
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The ratification of our appointment of KMJ | Corbin & Company LLP as our independent
registered public accounting firm; and
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3.
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Such other business as may properly come before the Annual Meeting.
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Only stockholders of record on August 4, 2008 are entitled to notice of and to vote at the
Annual Meeting.
Whether or note you plan to attend the Annual Meeting, please complete, date, sign
and return, as promptly as possible, the enclosed proxy in the accompanying reply envelope, or
submit your proxy by telephone or the Internet.
Whether or not you plan to attend the Annual
Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy in the
accompanying reply envelope, or submit your proxy by telephone or the Internet. You may revoke
your proxy at any time before it is voted.
Stockholders are cordially invited to attend the meeting in person. Please indicate on the
enclosed proxy whether you plan to attend the Annual Meeting. Stockholders may vote in person if
they attend the Annual Meeting even though they have executed and returned a proxy.
By order of the board of directors,
President and Chief Executive Officer
Tustin, California
August 4, 2008
TABLE OF CONTENTS
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(i)
AMDL, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
References to AMDL, the Company, we, our or us in this proxy statement refer to
AMDL, Inc. and its subsidiaries unless otherwise indicated by context.
ABOUT THE ANNUAL MEETING
Why have I received these materials?
This proxy statement is furnished by our board of directors in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders to be held on September 26,
2008 and at any adjournment thereof. The Annual Meeting has been called to consider and vote upon
the election of five (5) directors, the approval of KMJ | Corbin & Company LLP as our independent
registered public accounting firm, and to consider such other business as may properly come before
the Annual Meeting. We are sending this proxy statement and the accompanying proxy to our
stockholders on or about August 8, 2008.
When and where is the Annual Meeting?
The Annual Meeting will be held at the Hyatt Regency Hotel, 17900 Jamboree Road, Irvine,
California 92614 on Friday, September 26, 2008, at 10:00 a.m., local time.
All stockholders, including stockholders of record and stockholders who hold their shares
through banks, brokers, nominees or any other holder of record, as of the close of business on
August 4, 2008, the record date for the Annual Meeting, may attend the special meeting. You must
bring a form of personal photo identification with you in order to be admitted to the special
meeting. We reserve the right to refuse admittance to anyone without proper proof of share
ownership and without proper photo identification. No cameras, recording equipment, large bags,
briefcases or packages will be permitted in the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
The securities entitled to vote at the Annual Meeting consist of all of the issued and
outstanding shares of our common stock. The close of business on August 4, 2008 has been fixed by
our board of directors as the record date. Only stockholders of record as of the record date may
vote at the Annual Meeting. As of the record date, we had 15,759,516 shares of common stock issued
and outstanding and entitled to vote at the Annual Meeting.
How do I vote by proxy?
You may vote by:
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attending the Annual Meeting and voting in person;
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signing and dating each proxy card you receive and returning it in the enclosed prepared
envelope;
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using the telephone number printed on your proxy card;
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using the Internet voting instructions printed on your proxy card; or
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if you hold your shares in street name, following the procedures provided by your
broker, bank or other nominee.
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If you have Internet access, we encourage you to record your vote via the Internet.
All shares entitled to vote and represented by a properly completed and executed proxy
received before the meeting and not revoked will be voted at the meeting as you instruct in a proxy
delivered before the meeting. If you do not indicate how your shares should be voted on a matter,
the shares represented by your properly completed and
executed proxy will be voted as our board of directors recommends on each of the enumerated
proposals and with regard to any other matters that may be properly presented at the meeting and
all matters incident to the conduct of the meeting.
Can I change or revoke my vote?
You may change or revoke your proxy at any time before the vote taken at the Annual Meeting:
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if you hold your shares in your name as a stockholder of record, by notifying Akio
Ariura, our Secretary, at 2492 Walnut Avenue, Suite 100, Tustin, California 92780;
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by attending the Annual Meeting and voting in person (your attendance at the meeting
will not, by itself, revoke your proxy; you must vote in person at the meeting);
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by submitting a later-dated proxy card;
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if you voted by telephone or the Internet, by voting a second time or by telephone or
the Internet; or
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if you have instructed a broker, bank or other nominee to vote your shares, by following
the directions received from your broker, bank or other nominee to change those
instructions.
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Who is soliciting my proxy and who will bear the expense of solicitation?
The proxy is solicited on behalf of our board of directors. The original solicitation will be
by mail. Following the original solicitation, our board of directors expects that certain
individual stockholders will be further solicited through telephone or other oral communications
from the board of directors. The board of directors does not intend to use specially engaged
employees or paid solicitors. The board of directors intends to solicit proxies for shares that
are held of record by brokers, dealers, banks or voting trustees, or their nominees, and may pay
the reasonable expenses of such record holders for completing the mailing of solicitation materials
to persons for whom they hold shares. We will bear all solicitation expenses.
What constitutes a quorum for purposes of the Annual Meeting?
A majority of the outstanding shares present or represented by proxy, constitutes a quorum for
the Annual Meeting. The affirmative vote by holders of a plurality of the shares of our common
stock represented at the meeting is required for the election of directors, provided a quorum is
present in person or by proxy.
How are votes counted?
A plurality of the shares voting is required to elect directors. This means that if there are
more nominees than positions to be filled, the nominees who receive the most votes will be elected.
In counting votes on the election of directors, abstentions, broker non-votes (
i.e.
shares held of record by a broker which are not voted because the broker has not received voting
instructions from the beneficial owner of the shares and either lacks or declines to exercise
authority to vote the shares in its discretion) and other shares not voted will be counted as not
voted. These shares will be deducted from the total shares of which a plurality is required.
The proposal to ratify the appointment of our independent registered public accounting firm
will be approved if a majority of the shares present or represented at the meeting and entitled to
vote on the proposal are voted in favor of such matter. In counting votes on this matter,
abstentions will be counted as voted against the matter and broker non-votes will be counted as not
voted on the matter. Shares that are not voted will be deducted from the total shares of which a
majority is required.
Our Annual Report to Stockholders for the fiscal year ended December 31, 2007, including
financial statements, is being mailed together with this proxy statement to all stockholders of
record as of August 4, 2008. In addition, we have provided brokers, dealers, banks, voting
trustees, and their nominees, at our expense, with additional copies of the Annual Report so that
such record holders could supply such materials to beneficial owners
as of August 4, 2008.
Your vote is important. We encourage you to vote as soon as possible.
2
PROPOSAL 1:
ELECTION OF DIRECTORS
Board Structure.
Our Certificate of Incorporation gives our board of directors the power to
set the number of directors at no less than three or more than nine. The size of our board is
currently set at five. The board of directors has determined that three directors qualify as
independent in accordance with the published listing requirements of the American Stock Exchange
(AMEX).
Nominees for Election at this Annual Meeting.
Our board of directors has nominated William M.
Thompson, III, M.D., Gary L. Dreher, Douglas C. MacLellan, Edward R. Arquilla, M.D., Ph.D., and
Minghui Jia for reelection as directors, each to serve until our next annual meeting of
stockholders or until their respective successors are elected and qualified. Our board knows of no
reason why any nominee for director would be unable to serve as a director. In the event that any
of them should become unavailable prior to the Annual Meeting, the proxy will be voted for a
substitute nominee or nominees designated by our board of directors or the number of directors may
be reduced accordingly.
The five nominees receiving the highest number of votes will be elected. Votes withheld for a
nominee will not be counted. It is intended that the votes represented by the proxies at the
Annual Meeting will be cast for the election of each of the nominees named above.
Director Nominees.
The following table sets forth the name and age of each nominee for
director, the year he was first elected a director and his position(s) with us.
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Name
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Age
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Year First Elected
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Position
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William M. Thompson III, M.D.
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81
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1989
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Chairman of the Board of Directors
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Gary L. Dreher
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62
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1999
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President, Chief Executive Officer and Director
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Douglas C. MacLellan
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52
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1992
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Director
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Edward R. Arquilla, M.D., Ph.D.
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85
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1997
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Director
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Minghui Jia
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48
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2006
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Director
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Dr. Thompson has served as one of our directors since June 1989, as our Chairman since 1991,
and as our CEO during the years 1992-1994. He is currently Medical Director of PPO Next and a
member of the clinical surgical faculty of U. C. Irvine School of Medicine. Dr. Thompson has
practiced medicine for over 40 years in general practice, general surgery and trauma surgery.
Previously, he practiced patent law and worked in the pharmaceutical industry in the areas of
research, law and senior management for 13 years. During his medical career, he was founding
Medical Director of Beach Street and August Healthcare Companies during a 25-year association with
the managed care PPO industry. Dr. Thompson has also served on the OSCAP Board of SCPIE, a
malpractice carrier, for 20 years and chaired its Claims Committee. He has been heavily involved
with organized medicine and hospital staff management for many years and was a principal architect
of the paramedic and emergency systems of Orange County, CA.
Mr. Dreher has served as our President and Chief Executive Officer since 1998. Mr. Dreher has
been a member of our Board since 1999. Prior to joining us, Mr. Dreher served as President of
Medical Market International of Yorba Linda, California, a marketing and management services
company he co-founded. Mr. Dreher has over 30 years of management, marketing and sales management
experience with Fortune 500 companies in the biomedical and medical diagnostic industry, including
Bristol Meyers, Mead Johnson and Warner Lambert.
Mr. MacLellan has been a member of our Board since 1992 and is Chairman of the Boards Audit
and Governance Committees. Mr. MacLellan is currently President and CEO of MacLellan Group, Inc.,
a privately held business incubator and financial advisory firm since May 1992. From August 2005
to the present, Mr. MacLellan has been a member of the Board of Directors of Edgewater Foods,
International, Inc. Mr. MacLellan was, until September 2005, formally vice-chairman of the Board of
Directors of AXM Pharma, Inc. (AMEX:AXJ) and its
predecessors. AXM is a China based bio-pharmaceutical company. From January 1996 through
August 1996, Mr. MacLellan was also the Vice-Chairman of Asia American Telecommunications (now
Metromedia China
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Corporation), a majority owned subsidiary of Metromedia International Group, Inc.
From November 1996 until March 1998, Mr. MacLellan was co-Chairman and investment committee member
of the Strategic East European Fund. From November 1995 until March 1998, Mr. MacLellan was
President, Chief Executive Officer and a director of PortaCom Wireless, Inc., a company engaged as
a developer and operator of cellular and wireless telecommunications ventures in selected
developing world markets. Mr. MacLellan is a former member of the Board of Directors and
co-founder of FirstCom Corporation, an international telecommunications company that operates a
competitive access fiber and satellite network in Latin America, which became AT&T Latin America,
Inc. in August 2000. From 1993 to 1995, Mr. MacLellan was a principal and co-founder of Maroon
Bells Capital Partners, Inc., a U.S. based merchant bank, which specializes in providing corporate
finance services to companies in the international and domestic telecommunications and media
industries. Mr. MacLellan was educated at the University of Southern California in economics and
finance, with advanced training in classical economic theory.
Dr. Arquilla has been one of our directors since February 1997. Dr. Arquilla received his
M.D. and PhD from Case Western University in 1955 and 1957, respectively. He was board certified
in anatomic pathology in 1963. In 1959, he was appointed assistant professor of pathology at the
University of Southern California. In 1961, he was appointed assistant professor of pathology at
UCLA and promoted to full professor of pathology in 1967. He was appointed as the founding chair
of Pathology at UCI in 1968. He continued in this capacity until July 1, 1994. He is presently an
active professor emeritus of pathology at UCI. He has more that 80 peer reviewed published
articles. His current interests are focused on immuno-pathological testing of biologically
important materials.
Mr. Minghui Jia was elected to our Board in 2006 and is currently the Managing Director of
Jade Pharmaceutical Inc. Mr. Jia has over 10 years experience in investment banking, venture
capital, marketing institutional trading and senior corporate management experience. Mr. Jia is
familiar with all procedures for manufacturing and marketing with respect to the Asian
Pharmaceutical market and has an in-depth understanding of the industry. Prior to founding Jade
Capital Group, Ltd. and Jade Pharmaceutical Inc., Mr. Jia served as marketing director for China
Real Estate Corporation, one of the largest Chinese property corporations between 1999 and 2003.
Between 1989 and 1998, Mr. Jia served as General Manager of several branches of China Resources Co.
Ltd., the largest China export corporation. From 1987 to 1989, Mr. Jia worked for the China
National Machinery import and export corporation where he served as Manager of the Import
Department for Medical Instruments.
The Board recommends that you vote FOR each of these nominees.
Corporate Governance and Director Independence
Corporate governance is the system that allocates duties and authority among a companys
stockholders, board of directors and management. The stockholders elect the board and vote on
extraordinary matters; the board is the companys governing body, responsible for hiring,
overseeing and evaluating management, particularly the chief executive officer; and management runs
the companys day-to-day operations. Our board of directors currently consists of five directors,
as described above.
Mr. MacLellan, Dr. Thompson and Dr. Arquilla each qualify as independent in accordance with
the published listing requirements of the AMEX. The AMEX independence definition includes a series
of objective tests, such as that the director is not an employee of us and has not engaged in
various types of business dealings with us.
Board of Directors Meetings and Committees
Board Meetings
During the fiscal year ended December 31, 2007, there were six meetings of the board of
directors as well as numerous actions taken with the unanimous written consent of the directors.
Each of the directors attended, either in person or by telephonic conference, 75% or more of the
total meetings of our board and all such committees on which such director served during fiscal
2007. The board of directors has not adopted a policy that all directors are expected to attend
our annual meeting of stockholders, and we generally schedule a meeting of the board on the
same day as our annual meeting of stockholders in order to facilitate attendance of all
directors at the Annual Meeting. Four directors attended last years annual meeting of
stockholders.
4
Compensation Committee
The board of directors has established a compensation committee consisting of Dr. Thompson,
Mr. MacLellan and Dr. Arquilla. The Compensation Committee met two times in 2007. Dr. Thompson
serves as Chairman of the Compensation Committee. The Compensation Committee does not have a
written charter.
The primary responsibility of the Compensation Committee is to develop and oversee the
implementation of our philosophy with respect to the compensation of our officers. In that regard,
the Compensation Committee has the responsibility for, among other things: developing and
maintaining a compensation policy and strategy that creates a direct relationship between pay
levels and corporate performance and returns to stockholders; recommending compensation and benefit
plans to the board for approval; reviewing and approving annual corporate and personal goals and
objectives to serve as the basis for the chief executive officers compensation, evaluating the
chief executive officers performance in light of the goals and, based on such evaluation,
determining the chief executive officers compensation; determining the annual total compensation
for our named executive officers; approving the grants of stock options and other equity-based
incentives as permitted under our equity-based compensation plans; reviewing and recommending to
the board compensation for our non-employee directors; and reviewing and recommending employment
agreements, severance arrangements and change of control plans that provide for benefits upon a
change in control, or other provisions for our executive officers and directors, to the board.
The Compensation Committee periodically reviews and approves our executive and director
compensation programs to ensure that they are designed to achieve our broader strategic goals of
profitable growth by rewarding the achievement of our financial and operational performance metrics
that lead to the creation of long-term stockholder value and to ensure that they are consistent
with good corporate governance practices and our needs. The Committee makes recommendations
concerning executive and director compensation to the full board for final approval.
In the performance of its responsibilities, the Compensation Committee may conduct or
authorize investigations into or studies of matters within the Committees scope of
responsibilities, and may retain, at our expense, such independent counsel or other advisers as it
deems necessary. The Compensation Committee has the authority to retain or terminate a
compensation consultant to assist the Committee in carrying out its responsibilities, including
authority to approve the consultants fees and other retention terms, such fees to be borne by us.
The Compensation Committee may request that any of our directors, officers or employees, or other
persons whose advice and counsel are sought by the Compensation Committee, attend any meeting of
the Compensation Committee to provide such pertinent information as the Compensation Committee
requests.
Audit Committee
The board of directors has also established an audit committee consisting of Mr. MacLellan,
Dr. Thompson and Dr. Arquilla, each of whom is independent within the meaning of the rules of the
AMEX and the enhanced independence requirements for audit committee members under Exchange Act
Rule 10A-3. The Audit Committee reviews the qualifications of the independent registered public
accounting firm, our annual and interim financial statements, the independent auditors report,
significant reporting or operating issues and corporate policies and procedures as they relate to
accounting and financial controls. The board of directors has determined that Mr. MacLellan meets
the criteria for an audit committee financial expert under SEC rules. The Audit Committee met
four times in 2007. Mr. MacLellan serves as the Chairman of the Audit Committee. A current copy
of the Audit Committees charter is available to be viewed on our website at
http://www.amdl.com
under the Investor Relations section.
Governance Committee
The board of directors has established a Governance Committee consisting of Mr. MacLellan and
Dr. Thompson. The Governance Committee is responsible for evaluating the size, composition,
organization and responsibilities of the board of directors and its committees, establishing
procedures for identifying potential
nominees for board membership, reviewing candidates for election as directors and annually
recommending a slate of directors for approval by the board and election by the stockholders,
nominate directors for election by the board to fill vacancies and evaluating eligibility for and
recommending to the board the membership of its committees. The Governance Committee is comprised
of Mr. MacLellan and Dr. Thompson. The Governance Committee met
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once in 2007. Mr. MacLellan
serves as the Chairman of the Governance Committee. A current copy of the Governance Committees
charter is available to be viewed on our website at
http://www.amdl.com
under the Investor
Relations section.
The Governance Committee will consider recommendations of nominees from stockholders that are
submitted in accordance with the procedures for nominations set forth under the section entitled
Proposals for the Next Annual Meeting in this Proxy Statement. In addition, such recommendations
should be accompanied by the candidates name, biographical data and qualifications and a written
statement from the individual evidencing his or her consent to be named as a candidate and, if
nominated and elected, to serve as a director. Other than as stated herein, we do not have a
formal policy with respect to consideration of director candidates recommended by stockholders, as
the board believes that each candidate, regardless of the source of the recommendation, should be
evaluated in light of all relevant facts and circumstances. Nominees for director are selected on
the basis of, among other things, independence, experience, knowledge, skills, expertise,
integrity, ability to make independent analytical inquiries, understanding of our business
environment, ability to devote adequate time and effort to board responsibilities and commitments
to other public company boards. Other criteria for director candidates considered by the
Governance Committee and the board include age, diversity, whether the candidate has any conflicts
of interest, whether the candidate has the requisite independence and skills for board and
committee service under applicable rules of the SEC and the AMEX, what the candidates skills and
experience add to the overall competencies of the board, and whether the candidate has any special
background relevant to our business.
Communications with Directors
Stockholders may communicate with the Chairman of the Board, the directors as a group, the
non-employee directors or an individual director directly by submitting a letter in a sealed
envelope labeled accordingly and with instruction to forward the communication to the appropriate
party. Such letter should be placed in a larger envelope and mailed to the attention of our
Secretary at AMDL, Inc., 2492 Walnut Avenue, Suite 100, Tustin, California 92780. Shareholders and
other persons may also send communications to members of our Board who serve on the Audit Committee
by utilizing the webpage on our website, http://www.amdl.com, designated for that purpose.
Communications received through the webpage are reviewed by the chairperson of the Audit Committee.
Communications that relate to functions of our Board or its committees, or that either of them
believes requires the attention of members of our Board, are provided to the entire Audit Committee
and reported to our Board by a member of the Audit Committee. Directors may review a log of these
communications, and request copies of any of the communications.
Code of Ethics
We have adopted a code of ethics for certain executive officers and other employees. The Code
of Ethics for Financial Professionals is available to be viewed on our website at
http://www.amdl.com
under the Code of Ethics section. We intend to satisfy the disclosure
requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of
the Code by posting such information on our website, at the address and location specified above,
and, to the extent required, by filing a Current Report on Form 8-K with the SEC disclosing such
information.
Compensation of Directors
Certain members of our board of directors received cash compensation for their services in
2007 on committees at the rate of $4,000 per month. As Chairman of our Governance Committee and
Audit Committee, Mr. MacLellan now receives an additional $11,000 per month and as Chairman of our
Compensation Committee, Dr. Thompson received an additional $3,000 per month.
6
The following table sets forth a summary of the compensation we paid to our non-employee
directors in 2007.
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Nonqualified
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Fees earned
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deferred
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or paid in
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Option
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compensation
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All other
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Name of Person
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cash ($)
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Awards (1)
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earnings
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compensation
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Total
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William M. Thompson III
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$
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94,500
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$
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176,500
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-0-
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-0-
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$
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271,000
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Gary L. Dreher
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$
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-0-
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$
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-
0-
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-0-
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-0-
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$
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-0-
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Douglas C. MacLellan
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$
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180,000
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$
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317,700
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-0-
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-0-
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$
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497,700
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Edward R. Arquilla
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$
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48,000
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$
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70,600
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-0-
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|
|
|
-0-
|
|
|
$
|
118,600
|
|
Minghui Jia
|
|
$
|
-0-
|
|
|
$
|
-
0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
-0-
|
|
|
|
|
(1)
|
|
The value of option awards included in this column represents the compensation costs
recognized by us in fiscal year 2007 for option awards made in 2007 and in prior fiscal years
calculated pursuant to SFAS No. 123(R). The values included within this column have not been,
and may never be realized. The options might never be exercised and the value received by the
director, if any, will depend on the share price on the exercise date. The assumptions used
by us with respect to the valuation of the option awards are set forth in the Notes to our
Consolidated Financial Statements, which are included in our Annual Report filed on Form 10-K
for the fiscal year ended on December 31, 2007, as amended on Form 10-K/A.
|
Certain members of our Board received cash compensation for their services in 2007 on
committees at the rate of $4,000 per month. As Chairman of our Compensation Committee and as
Chairman of our Governance and Audit Committees, Douglas MacLellan received $15,000 per month and
as Chairman of our Compensation Committee, Dr. William Thompson received $8,500 per month.
We indemnify our directors and officers to the fullest extent permitted by law so that they
will be free from undue concern about personal liability in connection with their service to us.
This is permitted by our Certificate of Incorporation and our Bylaws.
7
PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected KMJ | Corbin & Company LLP as our independent registered
public accounting firm with respect to our financial statements for the year ending December 31,
2008. In taking this action, the Audit Committee considered KMJ | Corbin Companys independence
with respect to the services to be performed and other factors, which the Audit Committee and the
board of directors believe is advisable and in the best interest of the stockholders. As a matter
of good corporate governance, the Audit Committee has decided to submit its selection to
stockholders for ratification. In the event that this selection of the independent registered
public accounting firm is not ratified by a majority of the shares of common stock present or
represented at the Annual Meeting, the Audit Committee will review its future selection of an
independent registered public accounting firm.
The Board of Directors Recommends a Vote FOR Proposal 2 approval of
the ratification of KMJ/Corbin & Company, LLP.
Independent Registered Public Accounting Firms Fees and Services
As more fully described in the Audit Committee charter, all services to be provided by KMJ |
Corbin & Company LLP are pre-approved by the Audit Committee, including audit services,
audit-related services, tax services and certain other services. Aggregate fees for professional
services rendered to the Company by KMJ | Corbin & Company LLP for the years ended December 31,
2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Services Provided
|
|
2007
|
|
|
2006
|
|
Audit Fees
|
|
$
|
345,000
|
|
|
$
|
225,000
|
|
Audit Related Fees
|
|
|
27,000
|
|
|
|
35,000
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
372,000
|
|
|
$
|
260,000
|
|
|
|
|
|
|
|
|
Audit Fees
. The aggregate fees billed for the years ended December 31, 2007 and 2006 were for
the audits of our financial statements and reviews of our interim financial statements included in
our annual and quarterly reports.
Audit Related Fees
. There were no fees billed for the years ended December 31, 2007 and 2006
for the audit or review of our financial statements that are not reported under Audit Fees.
Tax Fees
. There were no fees billed for the years ended December 31, 2007 and 2006 for
professional services related to tax compliance, tax advice and tax planning.
All Other Fees
. The aggregate fees billed for the years ended December 31, 2007 and 2006 were
for services other than the services described above. These services include attendance and
preparation for shareholder and Audit Committee meetings, consultation on accounting, on internal
control matters and review of and consultation on our registration statements and issuance of
related consents
(Forms S-3).
The Audit Committee has considered whether the provision by KMJ | Corbin & Company LLP of the
non-audit services described above is compatible with maintaining the independence of KMJ | Corbin
& Company LLP. The Audit Committee believes that such non-audit services provided by KMJ | Corbin
& Company LLP is compatible with maintaining KMJ/Corbin & Company LLPs independence.
We expect that representatives of KMJ | Corbin & Company LLP will be present at the annual
meeting, will have the opportunity to make a statement if they desire, and will be available to
respond to any appropriate questions from stockholders.
8
Audit Committee Report for the Year Ended December 31, 2007
The Audit Committee has reviewed and discussed our audited financial statements with
management. Additionally, the Audit Committee has discussed with KMJ | Corbin & Company LLP, our
independent registered public accounting firm, the matters required to be discussed by Statement of
Auditing Standards No. 61, as amended,
Communications with Audit Committees
, with respect to annual
financial statements, and Statement of Auditing Standards No. 100,
Interim Financial Information
,
with respect to quarterly financial statements. The Audit Committee received the written
disclosures and the letter from the independent registered public accounting firm required by
Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees
, and
discussed with the independent registered public accounting firm such firms independence from our
management and us. The Audit Committee also has considered whether the independent registered
public accounting firms provision of permitted non-audit services to us is compatible with its
independence. The Audit Committee has concluded that the independent registered public accounting
firm is independent from our management and us.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended
to the Board of Directors, and the Board of Directors approved, the inclusion of the audited
financial statements in the our Annual Report on Form 10-K for the year ended December 31, 2007, as
amended on Form 10-K/A, for filing with the Securities and Exchange Commission (SEC). The Audit
Committee has also selected KMJ/Corbin & Company as our independent registered public accounting
firm for the fiscal year ending December 31, 2008.
The Audit Committee:
Douglas C. MacLellan (Chair)
William M. Thompson, III, M.D.
Edward R. Arquilla, M.D., Ph.D.
EQUITY COMPENSATION PLAN INFORMATION
The following provides information concerning compensation plans under which equity our
securities were authorized for issuance as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
securities
|
|
|
|
|
|
|
|
|
|
|
remaining
|
|
|
|
|
|
|
|
|
|
|
available for
|
|
|
|
|
|
|
|
|
|
|
future issuance
|
|
|
Number of
|
|
Weighted-
|
|
under equity
|
|
|
securities to be
|
|
average
|
|
compensation
|
|
|
issued upon
|
|
exercise price
|
|
plans
|
|
|
exercise of
|
|
of outstanding
|
|
(excluding
|
|
|
outstanding
|
|
options,
|
|
securities
|
|
|
options, warrants
|
|
warrants and
|
|
reflected in
|
|
|
and rights
|
|
rights
|
|
column (a))
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders
|
|
|
1,593,239
|
|
|
$
|
4.29
|
|
|
|
129,251
|
|
Equity compensation plans not approved by security holders
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
|
1,593,239
|
|
|
$
|
4.29
|
|
|
|
129,251
|
|
9
EXECUTIVE COMPENSATION AND OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
Compensation
|
|
|
Name and Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Awards
(1)
|
|
($)
|
|
Total
|
Gary L. Dreher, President and CEO
|
|
|
2007
|
|
|
$
|
457,896
|
|
|
$
|
90,000
|
|
|
$
|
607,160
|
|
|
$
|
88,582
|
(4)
|
|
$
|
1,243,638
|
|
|
|
|
2006
|
|
|
$
|
400,000
|
|
|
$
|
10,000
|
|
|
$
|
725,000
|
|
|
$
|
19,119
|
(2)
|
|
$
|
1,170,786
|
|
Akio
Ariura, Chief Financial Officer
(3)
|
|
|
2007
|
|
|
$
|
176,666
|
|
|
$
|
15,000
|
|
|
$
|
176,500
|
|
|
$
|
12,944
|
|
|
$
|
381,110
|
|
|
|
|
2006
|
|
|
$
|
59,971
|
|
|
|
|
|
|
$
|
128,800
|
|
|
|
|
|
|
$
|
188,771
|
|
|
|
|
(1)
|
|
The value of option awards included in this column represents the compensation costs
recognized by us in fiscal year 2006 and 2007 for option awards made in 2006 and 2007 and in
prior fiscal years calculated pursuant to SFAS No. 123(R). The values included within this
column have not been, and may never be realized. The options might never be exercised and the
value received by the executive officer or the Chief Financial Officer, if any, will depend on
the share price on the exercise date. The assumptions used by us with respect to the
valuation of the option awards are set forth in the Notes to our Consolidated Financial
Statements, which are included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, as amended on Form 10-K/A. There were no forfeitures during the year.
|
|
(2)
|
|
Mr. Drehers perquisites and other personal benefits include certain amounts for life
insurance, car allowance and membership dues.
|
|
(3)
|
|
Mr. Ariura joined us as Chief Financial Officer on August 16, 2006. The 2006 amounts above
reflect the compensation he earned from August 16, 2006 through December 31, 2006. Mr. Ariura
was appointed as Secretary effective as of June 26, 2007.
|
|
(4)
|
|
Includes $42,700 from the exercise of certain options.
|
Employment Agreements
On September 28, 2006, we entered into three-year employment agreements with Minghui Jia, one
of our directors and Executive Vice-President of JPI, providing for a base salary of $156,000 per
annum and a signing bonus of $50,000. Also on that date, we entered into a three-year employment
agreement with Fang Zheng, President of JPI, providing for a base salary of $204,000 per annum and
a signing bonus of $50,000.
On March 31, 2008, we entered into a new three-year employment agreement with Gary Dreher,
which agreement was effective as of January 31, 2008. Mr. Drehers duties under this new
employment agreement include his service as our President and Chief Executive Officer and his
discharge of the obligations and responsibilities normally associated with such office. In
exchange for his services, Mr. Dreher will earn a base salary of $649,999.92 per annum. Mr. Dreher
will also receive a cash bonus in the amount of $100,000 in 2008 and options, granted pursuant to
our 2007 Equity Incentive Plan, to purchase an aggregate of 300,000 shares of our common stock at
an exercise price of $3.45, which price is equal to 115% of the fair market value per share of our
common stock as of the date of the grant. Pursuant to the agreement, we will also obtain term life
insurance on the life of Mr. Dreher in the amount of $2 million; $1 million of the benefits will be
payable to us and $1 million of the benefits will be payable to Mr. Drehers estate. Mr. Dreher
participates in our benefit programs that are generally available to all employees. Mr. Dreher
receives a monthly auto allowance of $750, thirty (30) days of paid vacation and reimbursement for
his monthly dues payable for a club membership.
Mr. Drehers employment agreement provides that we may terminate Mr. Dreher without cause at
any time on 30-days written notice. In the event of termination without cause, Mr. Dreher will
receive his base salary and benefits for the greater of the remaining term of the employment
agreement or twelve (12) months. If Mr. Dreher is terminated at any time for cause, upon written
notice of such termination he will not be entitled to any further payments or benefits. In the
event of Mr. Drehers voluntary termination, resignation or retirement in accordance with our
normal retirement policies or by mutual agreement, Mr. Dreher will not be entitled to receive any
further payments or benefits. Upon the death or any illness, disability or other incapacity that
results in Mr. Dreher being unable to perform his duties on a full-time basis for a period of three
(3) consecutive months, or for shorter periods aggregating ninety (90) or more days in any twelve
(12) month period, Mr. Drehers employment may be terminated by written notice, after which he will
not be entitled to receive any further payments or benefits except
for long-term disability benefits. The employment agreement also contains standard provisions concerning
confidentiality, non-competition and non-solicitation.
10
Outstanding Equity Awards at Fiscal Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
Equity Incentive Plan
|
|
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Awards: Number of
|
|
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Securities Underlying
|
|
Option
|
|
|
|
|
Options (#)
|
|
Options (#)
|
|
Unexercised
|
|
Exercise
|
|
Option Expiration
|
Name of Person
|
|
Exercisable
|
|
Unexercisable
|
|
Unearned Options (#)
|
|
Price ($/Sh)
|
|
Date
|
Gary L. Dreher, President and CEO
|
|
|
60,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2.85
|
|
|
|
2/27/11
|
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3.70
|
|
|
|
10/08/11
|
|
|
|
|
172,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4.06
|
|
|
|
5/31/12
|
|
|
|
|
60,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2.85
|
|
|
|
2/27/11
|
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4.65
|
|
|
|
10/06/09
|
|
|
|
|
140,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6.15
|
|
|
|
2/23/09
|
|
|
|
|
49,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5.50
|
|
|
|
12/19/08
|
|
Akio Ariura, Chief Financial Officer
|
|
|
40,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3.70
|
|
|
|
10/8/11
|
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4.06
|
|
|
|
5/31/12
|
|
Change in Control Severance Pay Plan
On March 31, 2008, the board of directors adopted an Executive Management Change in Control
Severance Pay Plan. The director, who is also our Chief Executive Officer, who may become entitled
to benefits under the plan did not participate in the deliberations or vote to approve the plan.
The plan covers the persons who at any time during the 90-day period ending on the date of a
change in control (as defined in the plan), are employed by us as Chief Executive Officer and/or
president and are not party to a separate agreement which makes such person ineligible to
participate in the plan. These persons become eligible for benefits under the plan if (1) (a) we
terminate his or her employment for any reason other than his or her death or cause (as defined in
the plan) or (b) the person terminates his or her employment with us for good reason (as defined in
the plan) and (2) the termination occurs within the period beginning on the date of a change in
control and ending on the last day of the twelfth month that begins after the month in which the
change in control occurs or prior to a change in control if the termination was either a condition
of the change in control or at the request or insistence of a person related to the change in
control.
The plan requires us to make a cash payment in an amount equal to three hundred percent (300%)
of the participants average total compensation of the prior three years preceding the change in
control or notice of termination. If the total payments made to a person result in an excise tax
imposed by Internal Revenue Code §4999, us will make an additional cash payment to the person equal
to an amount such that after payment by the person of all taxes (including any interest or
penalties imposed with respect to such taxes), including any excise tax, imposed upon the
additional payment, the person would retain an amount of the additional payment equal to the excise
tax imposed upon the total payments.
Immediately following a change in control, we are required to establish a trust and fund the
trust with the amount of any payments which may become owing to persons entitled to receive
benefits under the plan but only to the extent that the funding of the trust would not impair our
working capital.
11
COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership of our shares of common stock as of
July 25, 2008 by (i) each person who is known by us to be the beneficial owner of more than five
percent (5%) of our common stock, (ii) each of our directors and executive officers and (iii) all
directors and executive officers as a group. Except as otherwise indicated, the beneficial owners
listed in the table have sole voting and investment powers of their shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
Name and Address
(1)
|
|
Number of Shares
|
|
Owned
|
Gary L. Dreher
|
|
|
1,450,769
|
(2)
|
|
|
8.6
|
%
|
|
Akio Ariura
|
|
|
140,000
|
(3)
|
|
|
|
*
|
|
William M. Thompson III, M.D.
|
|
|
243,039
|
(4)
|
|
|
1.5
|
%
|
408 Town Square Lane
Huntington Beach, CA 92648
|
|
|
|
|
|
|
|
|
|
Douglas C. MacLellan
|
|
|
486,100
|
(5)
|
|
|
2.9
|
%
|
8324 Delgany Avenue
Playa del Rey, CA 90293
|
|
|
|
|
|
|
|
|
|
Edward R. Arquilla, M.D.,
|
|
|
135,494
|
(6)
|
|
|
|
*
|
Ph.D. Department of Pathology
University of California Irvine
Irvine, CA 92697
|
|
|
|
|
|
|
|
|
|
Minghui Jia
|
|
|
1,843,672
|
(7)
|
|
|
11.5
|
%
|
Room 1502
15/F Wing on House
71 Des Voeux Road
Central Hong Kong
|
|
|
|
|
|
|
|
|
|
Fang Zheng
|
|
|
1,842,672
|
(8)
|
|
|
11.5
|
%
|
Room 1502
15/F Wing on House
71 Des Voeux Road
Central Hong Kong
|
|
|
|
|
|
|
|
|
|
Jade Capital Group
|
|
|
972,672
|
(9)
|
|
|
6.2
|
%
|
Room 1502
15/F Wing on House
71 Des Voeux Road
Central Hong Kong
|
|
|
|
|
|
|
|
|
|
All Directors and Officers as a group (7 persons)
|
|
|
18,314,516
|
|
|
|
39.5
|
%
|
|
|
|
*
|
|
Less than 0.1%.
|
|
(1)
|
|
Unless otherwise indicated, address is 2492 Walnut Avenue, Suite 100, Tustin, California,
92780.
|
|
(2)
|
|
Includes 60,000 shares of common stock issuable upon the exercise of options at $2.85 per
share, 50,000 shares of common stock issuable upon the exercise of options at $4.65 per share,
per share, 49,000 shares of common stock issuable upon the exercise of options at $5.50 per
share, 140,000 shares of common stock issuable upon the exercise of options at $6.15 per
share, 60,000 shares of common stock issuable upon the exercise of options at $4.15 per share,
372,000 shares of common stock issuable upon the exercise of options at $3.70 per share and
300,000 shares of common stock issuable upon the exercise of options at $3.45 per share
.
Also
includes 400,000 shares of common stock in voting trust for Chinese Universal Technologies Co.
Ltd. of which Mr. Dreher serves as a voting co-trustee. Mr. Dreher disclaims beneficial
ownership of these 400,000 shares.
|
|
(3)
|
|
Includes 50,000 shares of common stock issuable at $3.45 per share, 40,000 shares of common
stock issuable on exercise of options at $3.70 per share and 50,000 shares of common stock
issuable on exercise of options at $4.06.
|
12
|
|
|
(4)
|
|
Includes 30,000 shares of common stock issuable upon the exercise of options at $2.85 per
share, 50,000 shares of common stock issuable on exercise of options at $3.45 per share,
11,000 shares of common stock issuable upon the exercise of options at $4.65 per share, 8,000
shares of common stock issuable upon the exercise of options at $5.50 per share, 40,000 shares
of common stock issuable upon the exercise of options at $6.15 per share, 50,000 shares of
common stock issuable upon the exercise of options at $3.70 per share and 50,000 shares of
common stock issuable upon the exercise of options at $4.06 per share.
|
|
(5)
|
|
Includes 36,000 shares of common stock issuable upon the exercise of options at $2.85 per
share, 200,000 shares of common stock issuable on exercise of options at $3.45 per share,
11,000 shares of common stock issuable upon the exercise of options at $4.65 per share, 8,000
shares of common stock issuable upon the exercise of options at $5.50 per share, 20,000 shares
of common stock issuable upon the exercise of options at $6.15 per share, 120,000 shares of
common stock issuable upon the exercise of options at $3.70 per share and 90.000 shares of
common stock issuable upon the exercise of options at $4.06 per share.
|
|
(6)
|
|
Includes 20,000 shares of common stock issuable upon the exercise of options at $2.85 per
share, 10,000 shares of common stock issuable on exercise of options at $3.45 per share,
11,000 shares of common stock issuable upon the exercise of options at $4.65 per share, 8,000
shares of common stock issuable upon the exercise of options at $5.50 per share, 20,000 shares
of common stock issuable upon the exercise of options at $6.15 per share, 20,000 shares of
common stock issuable upon the exercise of options at $3.70 per share and 20,000 shares of
common stock issuable upon the exercise of options at $4.06 per share.
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(7)
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Includes 972,672 shares held in the name of Jade Capital Group Limited of which Mr. Jia is a
director and principal stockholder and options to purchase 220,000 shares of common stock
exercisable at $2.95 per share and options to purchase 50,000 shares of common stock at $3.45
per share.
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(8)
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Includes 972,672 shares held in the name of Jade Capital Group Limited of which Mr. Zheng is
a director and principal stockholder and options to purchase 220,000 shares of common stock
exercisable at $2.95 per share and options to purchase 50,000 shares of common stock at $3.45
per share.
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(9)
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Includes 100,000 shares held in escrow held by a third party for the issuance by the SFDA of
a permit or the equivalent regulatory approval for us to sell and distribute DR-70
®
in the PRC. The Board of Directors on March 28, 2008, extended the required approval date to
March 28, 2009.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and
directors and those persons who beneficially own more than 10% of our outstanding shares of common
stock to file reports of securities ownership and changes in such ownership with the SEC.
Officers, directors and greater than 10% beneficial owners are also required by rules promulgated
by the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely upon a
review of the copies of such forms furnished to us, we believe that during 2006, all Section 16(a)
filing requirements applicable to our officers, directors and greater than 10% beneficial owners
were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 30, 2002, we granted Guangzhou A-Share Technology Co. Ltd., a Peoples Republic of
China corporation (GAST), the right to sell DR-70
®
kits in Taiwan and Hong Kong during
the one-year period ending January 31, 2003. GAST was formed by Jeanne Lai, a former voting
trustee under the voting trust concerning 400,000 shares of our common stock held by Chinese
Universal. Accordingly, GAST is considered a related party for financial reporting purposes.
There are no minimum quantities or fixed payments required of either party to this agreement. An
oral distribution arrangement for Taiwan and Hong Kong continues with Mercy Bio-Technology, Co.,
Ltd, a company related to GAST, based in Taiwan. Mercy Bio-Technology purchased DR-70
®
kits at a total cost of $5,875 and $29,375 during the years ended December 31, 2006 and 2007,
respectively.
On September 28, 2006, pursuant to the Stock Purchase and Sale Agreement dated May 12, 2006,
we acquired 100% of the outstanding shares of Jade Pharmaceutical Inc. (JPI) from Jade Capital
Group Limited (Jade).
At December 31, 2007, JPI had two wholly owned subsidiaries, Yangbian Yiqiao Bio-Chemical
Pharmacy Company Limited (YYB) and Jiangxi Jiezhong Bio-Chemical Pharmacy Company Limited
(JJB). At December 31, 2006, we had a receivable of $147,106 due from Jade related to expenses
paid by JPI on behalf of
13
Jade. At December 31, 2007, we had a payable of $62,621 to Jade for
expenses paid by Jade on behalf of JPI. In addition, at December 31, 2006 and 2007, we had a
receivable of $14,510 and $9,764, respectively, due from certain former directors of YYB and JJB
for advances. These advances are non-interest bearing and are due on demand.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented in the proxy materials for the 2009 annual
meeting of stockholders must be received by us at our principal office in Tustin, California no
later than 120 days before the first anniversary of the release of proxy materials to stockholders
for the 2008 Annual Meeting, which date will be September 26, 2008. Proposals must satisfy the
requirements of the proxy rules promulgated by the SEC.
A stockholder who wishes to make a proposal at the next Annual Meeting without including the
proposal in our proxy statement must notify us also by July 26, 2008. If a stockholder fails to
give notice by this date, then the persons named as proxies in the proxies solicited by us for the
next annual meeting will not have discretionary authority to vote on the proposal. In addition,
the proposal must contain the specific information required by our Bylaws, a copy of which may be
obtained by writing to our Secretary.
ANNUAL REPORT
Our 2007 Annual Report to stockholders has been mailed to stockholders concurrently with the
mailing of this proxy statement, but is not incorporated into this proxy statement and is not to be
considered to be a part of our proxy solicitation materials.
Upon request, we will provide, without charge to each stockholder of record as of the record
date specified on the first page of this proxy statement, a copy of our Annual Report on Form 10-K
for the year ended December 31, 2007, as amended on Form 10-K/A, as filed with the SEC. Any
exhibits listed in the annual report on Form 10-K, as amended on Form 10-K/A, also will be
furnished upon request at the actual expense that we incur in furnishing such exhibits. Any such
requests should be directed to our Secretary at the address set forth on the first page of this
proxy statement.
OTHER MATTERS
The board of directors knows of no matters, other than the proposals presented above, to be
submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it
is the intention of the persons named in the proxy card enclosed with this proxy statement to vote
the shares they represent as the board may recommend.
HOUSEHOLDING OF SPECIAL MEETING MATERIALS
Some banks, brokers and other nominee record holders may be participating in the practice of
householding proxy statements. This means that only one copy of this proxy statement may have
been sent to multiple stockholders in the same household. We will promptly deliver a separate copy
of this proxy statement to any stockholder upon written or oral request to: Investor Relations,
AMDL, Inc. 2492 Walnut Avenue, Suite 100, Tustin, California 92780; Telephone: (949) 505-4460. Any
stockholder who wants to receive a separate copy of this proxy statement, or of our proxy
statements or annual reports in the future, or any stockholder who is receiving multiple copies and
would like to receive only one copy per household, should contact the stockholders bank, broker,
or other nominee record holder, or the stockholder may contact AMDL at the address and phone number
above.
14
INFORMATION ON AMDLS WEB SITE
Information on any AMDL web site or the web site of any subsidiary or affiliate of AMDL is not
part of this document and you should not rely on that information in deciding whether to approve
the proposals described in the
proxy statement, unless that information is also in this document or in a document that is
incorporated by reference in this document.
By order of the Board of Directors,
President, Chief Executive Officer and Secretary
Tustin, California
August 4, 2008
15
AMDL, INC. PROXY
Solicited on behalf of the board of directors for the Annual Meeting to be held on September 26, 2008
The undersigned, a stockholder of AMDL, Inc., a Delaware corporation, appoints Gary L. Dreher,
his, her or its true and lawful agent and proxy, with full power of substitution, to vote all the
shares of stock that the undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of AMDL, Inc. to be held at the Hyatt Regency Hotel, 17900 Jamboree Road,
Irvine, California 92614 on September 26, 2008, at 10:00 a.m. (local time), and any adjournment
thereof, with respect to the following matters which are more fully explained in our proxy
statement dated August 4, 2008 receipt of which is acknowledged by the undersigned:
ITEM 1:
ELECTION OF DIRECTORS.
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FOR all nominees listed below
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WITHHOLD AUTHORITY
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(except as marked to the contrary below)
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to vote for all nominees listed below
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(INSTRUCTION:
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To withhold authority to vote for any individual nominee, strike a line
through the nominees name.)
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William M. Thompson, III, M.D., J.D.
Gary L. Dreher
Edward R. Arquilla, M.D., Ph.D.
Douglas C. MacLellan
Minghui Jia
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ITEM 2:
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RATIFICATION OF KMJ | CORBIN & COMPANY LLP AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM
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For
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Against
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Abstain
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ITEM 3: OTHER MATTERS.
The board of directors at present knows of no other matters to be brought
before the Annual Meeting.
This proxy, when properly executed, will be voted in accordance with the instructions given.
If no direction is made, the shares represented by this proxy will be voted FOR the election of the
directors nominated by the board of directors and will be voted in accordance with the discretion
of the proxies upon all other matters which may come before the
Annual Meeting.
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DATED:
, 2008
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Signature of Stockholder
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Signature of Stockholder if held jointly
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PLEASE SIGN AS YOUR NAME APPEARS ON THE PROXY
Trustees, Guardians, Personal and other Representatives, please indicate full titles.
IMPORTANT: PLEASE VOTE, DATE, SIGN AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
PLEASE CHECK IF YOU ARE PLANNING TO ATTEND THE MEETING
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