WIRELESS
XCESSORIES GROUP, INC.
1840
COUNTY LINE ROAD
HUNTINGDON
VALLEY, PENNSYLVANIA 19006
(215)
322-4600
Notice of
Annual Meeting of Stockholders
To Be
Held on June 3, 2008
To
holders of shares of common stock:
You are
invited to be present either in person or by proxy at the annual meeting of
stockholders of Wireless Xcessories Group, Inc. to be held at its principal
executive offices located at 1840 County Line Road, Huntingdon Valley,
Pennsylvania 19006, on June 3, 2008 beginning at 3:00 pm, local time, for the
following purposes:
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1.
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To
elect four (4) directors for the coming
year;
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2.
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To
transact any other business as may properly come before the meeting or any
postponements or adjournments.
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Management
presently knows of no other business to be presented at the meeting. If any
other matters come before the meeting, the persons named in the enclosed proxy
will vote with their judgment on those matters.
The board
of directors has fixed the close of business on April 17, 2008 as the record
date for determining stockholders entitled to notice of and to vote at the
meeting and any adjournments. To make sure that your vote is counted, please
complete, date and sign the enclosed proxy and return it promptly in the
enclosed envelope, whether or not you plan to attend the meeting in person. A
self-addressed, postage paid envelope is enclosed for your convenience. If you
do attend the meeting, you may then withdraw your proxy and vote your shares in
person. In any event, you may revoke your proxy prior to its exercise. Shares
represented by proxies, who are returned properly signed but unmarked, will be
voted in favor of proposals made by the company.
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By
order of the board of directors,
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Stephen
Rade
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May 2,
2008
Chairman
of the Board
Huntingdon
Valley, Pennsylvania
Your vote
is important.
PLEASE
FILL IN, DATE AND SIGN THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. NO POSTAGE IS
NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
WIRELESS
XCESSORIES GROUP, INC.
1840
County Line Road
Huntingdon
Valley, Pennsylvania 19006
(215)
322-4600
PROXY
STATEMENT
FOR
2007 ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON JUNE 3, 2008
GENERAL
INFORMATION
This
proxy statement is furnished in connection with the solicitation by the board of
directors of Wireless Xcessories Group, Inc. (the “Company”) of proxies to be
voted at its annual meeting of stockholders on June 3, 2008 to be held at 3:00
p.m., local time, at its offices located at 1840 County Line Road, Huntingdon
Valley, Pennsylvania and at any adjournments or postponements, for the purposes
set forth in the accompanying notice of the meeting. This proxy statement, the
foregoing notice and the enclosed proxy card will first be mailed to
stockholders entitled to vote on or about May 2, 2008.
Sending a
signed proxy will not affect a stockholder’s right to attend the meeting and
vote in person because the proxy is revocable. Any stockholder giving a proxy
has the power to revoke it by returning to the Company prior to the annual
meeting a proxy bearing a later date, by attending the meeting and voting in
person or by otherwise giving written notice to the Secretary of the Company at
any time before the proxy is exercised.
When your
proxy card is returned properly signed, those shares will be voted in accordance
with your instructions. The board knows of no matters that are likely to be
brought before the meeting, other than the matters specifically referred to in
the notice of the meeting. If any other matters properly come before the
meeting, the persons named in the enclosed proxy, or their duly appointed
substitutes acting at the meeting, will be authorized to vote or otherwise act
with their judgment in those matters.
SOLICITATION
OF PROXIES
The
expense of this proxy solicitation will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited in person or by telephone or
telecopy by officers or other regular employees of the Company, without
additional compensation to those officers and other employees. The Company is
required to pay, upon request, the reasonable expenses incurred by record
holders of common stock, who are brokers, dealers, banks, voting trustees or
other nominees for mailing proxy material and annual stockholder reports to any
beneficial owners of common stock they hold of record.
QUORUM
AND VOTING RIGHTS
Holders
of record of the Company’s common stock, as of the close of business on April
17, 2008, the record date, will be entitled to notice and to vote at the meeting
and at any adjournments. Holders of shares of common stock are entitled to vote
on all matters brought before the meeting.
As of
April 17, 2008, there were 4,280,568 shares of common stock issued and
outstanding entitled to vote on all matters. Each issued and outstanding share
of common stock entitles the holder to one vote. The presence in person or by
proxy of the holders of a majority of the outstanding common stock is necessary
to constitute a quorum at the meeting. Abstentions will be counted for the
purpose of determining whether a quorum is present at the meeting.
Directors
are elected by a plurality vote of shares present at the meeting, meaning that
the director nominee with the most affirmative votes for a particular slot is
elected for that slot. In an uncontested election of directors, the plurality
requirement is not a factor. The holders of common stock are not entitled to
cumulate their votes in the election of directors. Abstentions will not count as
votes cast and will have no effect on the outcome of this proposal. We expect
that brokers will be entitled to vote on this proposal, but any broker non-vote
will have no effect on the outcome of the proposal.
The
ratification of the board's selection of the Company’s auditors and any other
matters brought before the meeting will require the favorable vote of a majority
of the votes cast at the meeting by the holders of stock entitled to vote at the
meeting. Abstentions will not count as votes cast and will have no effect on the
outcome of this proposal. We expect that brokers will be entitled to vote on
this proposal, but any broker non-vote will have no effect on the outcome of
this proposal.
The
Company is not aware of any matter, other than as referred to in this proxy
statement, to be presented at the meeting.
PROPOSAL
NO. 1 - ELECTION OF DIRECTORS
At the
meeting, the stockholders will elect all four directors for a term ending at the
next annual meeting of stockholders and until that director's successor is duly
elected and qualified.
The table
below sets forth the name of each person nominated by the board to serve as a
director for the coming year. All of the nominees are currently directors of the
Company for terms expiring at the meeting. Each nominee has consented to be
named as a nominee and, to the present knowledge of the Company, is willing to
serve as a director, if elected. Should any of the nominees not remain a nominee
at the end of the meeting (a situation which is not anticipated), solicited
proxies will be voted in favor of those who remain as nominees and may be voted
for substitute nominees. Unless contrary instructions are given on the proxy,
the shares represented by a properly executed proxy will be voted “FOR” the
election of Stephen Rade, Christopher F. McConnell, Allan S. Kalish and
Christopher C. Cole.
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Year
First Elected
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Nominees
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Position
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Age
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as a
Director
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Stephen
Rade
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Chairman
of the Board, President, and
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70
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1996
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Chief
Executive Officer
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Christopher
F. McConnell
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Director
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54
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1998
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Allan
S. Kalish
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Director
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82
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1998
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Christopher
C. Cole
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Director
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53
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2000
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The
principal occupations and qualifications of each nominee for director are as
follows:
Mr. Rade
has been our
Chairman of the Board since June 2002 and President and Chief Executive Officer
since June 1998. From 1996 until June 1998, he was Executive Vice President of
the Company. He has been a director since April 1996. He has been the President,
Chief Executive Officer and director of Advanced Fox Antenna, Inc. since he
founded the company in 1990 until it merged into the Company in the first
quarter of 2001.
Mr. McConnell
has been a
director of the Company since December 1998 while holding the title of Chairman
of the Board through June 2002. In addition, he is co-founder and President of
Adondo Corporation, a company focused on Internet telephony, and enhancing
communications through artificial intelligence and real-time streaming media.
Adondo Phone Portals allow companies to distribute their audio content,
including live streams, broadly and efficiently over any telephone. Mr.
McConnell also co-
founded
CFM Technologies, Inc., a semiconductor capital equipment company and until it
merged into Mattson Technology, Inc. in March 2001. He currently serves as
director of Point 5 Technologies. Mr. McConnell holds eighteen U.S. Patents in
semiconductor processing and wireless communications.
Mr. Kalish
has been a
director since 1998. He is the owner of Kalish & Associates, a consulting
firm specializing in marketing, advertising and public relations, which he
founded in 1986. Kalish & Associates serves advertisers, marketers and
advertising agencies throughout the country, including three New York Stock
Exchange companies. Prior to founding Kalish & Associates, Mr. Kalish
managed Kalish & Rice, Inc. one of the largest advertising agencies in
Philadelphia. In 2002, he co-founded Workzone, LLC, a software company which
markets collaboration, communication and project management tools
internationally. He serves as Chairman of WorkZone. Mr. Kalish served as a
member of the Board of Directors of Checkpoint Systems, Inc., a New York stock
exchange company, from 1993 to 1997.
Mr. Cole
was elected as a
director of the Company in February 2000. He is currently the CEO of
Intelligrated, Inc., a position he has held since June of 2001. From April 2000
to June 2001, Mr. Cole served as President of Cole Consulting. Until the
acquisition of Pinnacle Automation by FKI, Plc. in early 2000, Mr. Cole was
employed by Pinnacle Automation as its Chief Operating Officer and served as a
director of Pinnacle Automation since June 1997 and as Executive Vice President
from March 1994 to June 1997. Mr. Cole served as a Vice President of Cincinnati
Milacron, from 1987 through March of 1994.
THE
BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES
PRESENTED.
Meetings
and Committees of the Board
During
the year ended December 31, 2007, the Company’s board of directors held 4
meetings. Each member of the board of directors attended at least 75 % of the
aggregate number of meetings of the Board and the Board committees of which he
was a member during the 2007 calendar year. The Company does not have a policy
with regard to Board members attendance at annual meetings. All Board members
attended the 2007 annual meeting. The board has an Audit Committee and a
Compensation Committee.
The
Nominating committee met on March 12, 2008 to recommend each of the director
nominees for the June 3, 2008 meeting for ratification by the Board of
Directors. In determining whether to elect a director or to nominate any person
for election by our shareholders, the Board assesses the appropriate size of the
Board of Directors, consistent with our bylaws, and whether any vacancies on the
Board are expected due to retirement or otherwise. If vacancies are anticipated,
or otherwise arise, the Board will consider various potential candidates to fill
each vacancy. Candidates may come to the attention of the Board through a
variety of sources, including from current members of the Board, shareholders,
or other persons. The Board of Directors will consider properly submitted
proposed nominations by shareholders who are not directors, officers, or
employees of the Company on the same basis as candidates proposed buy any other
person. The Board will evaluate each candidate on a case-by-case basis and will
not evaluate candidates differently based on who has made the
proposal.
The Audit
Committee of the board of directors during the year ended December 31, 2007
consisted of Mr. MacDonald, the Chairman, Mr. Cole and Mr. McConnell. On March
25, 2008, The Board of Directors accepted the resignation of Mr. Bradley Mac
Donald as a member of the board of directors of the Company and Chairman of its
audit committee effective March 12, 2008.
Mr. Mac
Donald cited his desire to reduce his work load, and in particular, his numerous
outside business commitments as the reason for his resignation.
The Audit
Committee is composed entirely of independent directors according to the
definition of “independence” set forth in the rules of the American Stock
Exchange. The Board of Directors effective March 25, 2008 has determined that
Mr. Cole is an Audit Committee financial expert “as defined under the rules of
the Securities ad Exchange Commission” and will serve as Chairman of the audit
committee and
Mr.
Kalish will serve as a committee member until the Company’s June 3, 2008
meeting. The duties and responsibilities of the Audit Committee are described in
the Company’s Audit Committee Charter and include, among other things, review of
the Company’s financial statements, review and ascertain Company Compliance with
all Sarbanes - Oxley regulations and requirements, consideration of the nature
and scope of the work to be performed by the Company's independent auditors,
discussion of the results of such work, the receipt from such auditors of their
letters to management which evaluate (as part of their annual audit of the
Company’s financial statements) the internal accounting control systems of the
Company and meeting with representatives of management to discuss particular
areas of the Company's operations. The Audit Committee held 4 meetings during
2007.
The
Compensation Committee during the fiscal year ended December 31, 2007 consisted
of Mr. McConnell, the Chairman of the committee, Mr. Cole and Mr. Kalish. The
committee’s principal duties are the executive officers' compensation program.
The Compensation and Stock Option Committee held two meetings during
2007.
REPORT
OF THE AUDIT COMMITTEE
The Audit
Committee has reviewed and discussed the company’s audited financial statements
for the year ended December 31, 2007 with both the company’s management and the
Company’s independent auditors, Bagell, Josephs, Levine & Company, L.L.C.
The company’s management has advised the Audit Committee that all such audited
financial statements were prepared in accordance with generally accepted
accounting principles.
The Audit
Committee has discussed with Bagell, Josephs, Levine & Company, L.L.C.
certain matters required to be discussed by Statement on Auditing Standards No.
61,
Communication with Audit
Committees
. The Audit Committee has also discussed with Bagell, Josephs,
Levine & Company, L.L.C. their independence from the company and its
management. The Audit Committee has received the written disclosures and letter
from Bagell, Josephs, Levine & Company, L.L.C. required by Independence
Standards Board Standard No. 1,
Independence with Audit
Committees
, disclosing all relationships between Bagell, Josephs, Levine
& Company, L.L.C. and its related entities and the company. In addition to
the information provided by Bagell, Josephs, Levine & Company, L.L.C. the
Audit Committee considered the level of audit and non-audit services provided by
Bagell, Josephs, Levine & Company, L.L.C. in determining that they were
independent.
Based on
the review and discussions described above, the Audit Committee has recommended
to the company's Board of Directors that the company's audited financial
statements be included in the company's Annual Report on Form 10-K for the year
ended December 31, 2007 for filing with the Securities and Exchange
Commission.
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(Chairman)
Christopher C. Cole
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Christopher
McConnell
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Allan
Kalish
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Fees Payable to Bagell,
Josephs, Levine & Company, L.L.C. For and During the 2007 Fiscal
Year
For the
years ended December 31, 2007 and, fees for audit services performed by Bagell,
Josephs, Levine & Company, L.L.C., for the annual audit, and for review of
the Company’s form 10QSB filings for the quarters ended March 31, June 30, and
September 30, were approximately $45,000, and $22,000, respectively. For the
fiscal year ended December 31, 2006 such fees were approximately $38,000 and
$22,000.
There
were no billings to the Company by Bagell, Josephs, Levine & Company, L.L.C.
in fiscal years ended December 31, 2006 and 2007 for any other audit related
fees, tax fees, or other fees of any kind.
Selection of auditors for
2008 Year
The
Company filed a Form 15 on April 24, 2008, effectively suspending the Company’s
obligation to file quarterly and annual reports 10QSB and 10KSB. The Company’s
deregistration under the Securities Exchange Act of 1934 will be effective as of
July 23, 2008. As a result, the Company has not yet made a decision regarding
the auditors and scope of services for year ending December 31, 2008. All fees
have been paid by the Company to Bagell, Josephs, Levine and Company L.L.C.,
through 2007 for all services rendered. There are no outstanding issues or
disagreements between the Company and Bagell, Josephs, Levine & Company,
L.L.C. Accordingly, it is not anticipated at this time that a representative of
Bagell, Josephs Levine & Company L.L.C. will be in attendance at the annual
meeting and they will therefore not have an opportunity to make a statement if
they desire to do so, and will not be available to respond to
questions.
AUDIT
COMMITTEE PRE-APPROVAL POLICY
The audit
Committee’s policy is to pre-approve all audit and permissible non-audit
services provided by the independent registered public accounting firm on a case
by case basis.
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
The
following table sets forth the compensation for services rendered in all
capacities to the Company and subsidiaries by the Chief Executive Officer and
the Company's other executive officer and key management personnel for the years
ended December 31, 2007, 2006, 2005.
SUMMARY
COMPENSATION TABLE
Annual
Compensation
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Name And Principal
Position
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Year
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Salary
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Stephen
Rade
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2007
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$300,000(1)
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Chief
Executive Officer
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2006
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$300,000(2)
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President
and Chairman of the Board
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2005
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$298,000(3)
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Ronald
E. Badke
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2007
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$130,803
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Chief
Financial Officer and
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2006
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$128,308
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Secretary
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2005
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$126,000
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Susan
Rade
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2007
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$183,042
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Vice
President
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2006
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$183,042
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Sales
Account manager
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2005
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$183,942
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Dawn
Kenderdine
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2007
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$146,443
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New
Business Development Manager
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2006
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$130,190
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Purchasing
Director
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2005
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$119,746
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(1)
Includes a bonus of $50,000 earned in 2007 and paid in 2008.
(2)
Includes a bonus of $50,000 earned in 2006 and paid in 2007.
(3)
Includes a bonus of $50,000 earned in 2005 and paid in 2006.
OPTION
GRANTS IN LAST FISCAL YEAR
The
following table sets forth the number of shares, which underlie unexercised
options held at December 31, 2007 by the executive officers set forth in the
Summary Compensation Table. Mr. Rade, Mr. Badke and Ms. Kenderdine were not
granted options under the Plan during the year 2007, but 10,000 options shares
were granted to Dan Kenderdine our facilities manager and husband of executive
officer Dawn Kenderdine prior to 2006 and accordingly are listed below as part
of Ms. Kenderdine
’
s holdings. None
of the executive officers exercised options during the year ended December 31,
2007.
FISCAL
YEAR END OPTION VALUES
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Number
of Shares Underlying
Unexercised
Options at Fiscal
Year
End
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Name
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Exercisable
|
Weighted
|
Option
|
Option
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Shares
|
exercise
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Market
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underlying
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Price
|
value
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value
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Ronald
E. Badke
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20,000
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$1.44
|
$31,000
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$2,200
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Dawn
Kenderdine
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10,000
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$4.68
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$15,500
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$0
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Compensation
of Directors
In 2007,
the Directors were paid a flat $2,500 for attendance at Board and committee
meetings for the year. In addition, in 2007, each Director received a
grant of 2,427 shares of the Company’s Common stock totaling a fair value at the
grant date of December 4, 2007 of approximately $5,000.
In 2005,
the Company granted, under the plan, 10 year options totaling 2,427 option
shares to each of its four non-employee directors at $2.06 per share and 10,000
shares at $4.06 to Dan Kenderdine, the Company’s facility director and warehouse
manager and husband of Company Vice President and Officer Dawn
Kenderdine.
REPORT
OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The
Compensation and Stock Options Committee (the "Committee") is authorized to
review and make recommendations to the board as to the compensation in cash or
other forms for its executive officers, as described below. The Committee
currently has three members, Mr. Allan S. Kalish, Mr. Christopher Cole and
Christopher McConnell its Chairman.
COMPENSATION
MIX
The
Company's executive compensation packages generally include three components:
base salary, a discretionary annual cash bonus, and grant of restricted common
stock. The committee generally reviews, and makes any changes to, the base
salary and bonus of each executive officer as of the beginning of each calendar
year.
Base
Salary
The
Company’s compensation policy is to provide for base salaries, which are
comparable to the compensation paid to executive officers of equivalent
competency and responsibilities by companies of comparable size and
capitalization both in and out of the cellular accessories
industry.
Discretionary
Cash Bonus
The
Committee believes that discretionary cash bonuses are useful on a case-by-case
basis to motivate and reward executive officers. Bonuses for executive officers
are not guaranteed, but are awarded from time to time only in the discretion of
the Committee. Criteria for bonuses for executive officers range from success in
increasing revenues to attracting equity capital.
Stock
Options
Under the
Company’s 1995 Stock Option Plan (the “Plan”), the Company’s Board of Directors
or a stock option committee appointed by the Board could grant stock options to
officers, key employees, directors, and independent consultants of the Company.
The plan expired in late 2005 so no further open shares may be issued under the
plan.
COMPENSATION
OF THE CHIEF EXECUTIVE OFFICER
The
Company, in September 1, 2005 entered into an employment agreement with Mr.
Rade, commencing on September 1, 2005 and expiring on August 31, 2008. This
agreement calls for an annual salary of $250,000 and an annual bonus of no less
than $50,000. The agreement also provides that Mr. Rade can receive up to 5% of
the value of any acquisitions under conditions stipulated in the
contract.
The
committee believes that Mr. Rade’s compensation is now more competitive with
that of Chief Executives Officers of certain other companies in the same or
similar industries at comparable stages of development and growth. In addition,
in order to align Mr. Rade's interests with the long-term interests of the
Company's stockholders, the Committee attempts to make a significant portion of
the value of his total compensation dependent on the long-term appreciation of
the Company's stock price.
In
determining Mr. Rade's compensation package, the Committee considered the
following accomplishments of the Company during calendar year 2007:
For
continuous annual profitable operations, extending from fiscal 2005 through
fiscal 2007.
For
enhancing
stockholder
value, reflected in the increase in shareholders equity to a total of $
7,547,149 as of December 31, 2007.
Continued
progress in strengthening the Balance Sheet including positive working capital
generation from its profitable operations and improvements in inventory turnover
ratios and overall improvement in most all of its key financial and operating
ratios.
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Compensation
Committee
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Chris
McConnell (Chairman)
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Allan
Kalish
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Christopher
Cole
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This
report of the Committee shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act or under the Exchange Act, except to the extent
that the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under the Securities Act and the Exchange
Act and shall not be deemed soliciting material.
Compensation
Committee Interlocks and Insider Participation
The
Compensation and Stock Option Committee of the board is currently composed of
Mr. Christopher McConnell, Mr. Christopher Cole and Mr. Allan Kalish. None of
the members of the Compensation and Stock Option Committee were employees of the
Company during the year ended December 31, 2007.
SECURITY
OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The
following table sets forth certain information as of April 17, 2008, as supplied
to the Company, regarding the beneficial ownership of the common stock by all
persons known to the Company who own more than 5% of the outstanding shares of
the Company's common stock, each director of the Company, each executive officer
of the Company named in the Summary Compensation Table included
elsewhere
in this proxy statement and all executive officers and directors as a group.
Unless otherwise indicated, based on information provided to the Company by the
directors, executive officers and principal stockholders, the persons named in
the table below have sole voting and investment power with respect to all shares
of common stock shown as beneficially owned by them.
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Number
of
|
|
|
|
Shares
|
|
|
Name
|
Owned
(1)
|
Percentage
(2)
|
|
|
|
|
|
Stephen
Rade
|
763,349
|
17.4%
|
|
|
|
|
|
Christopher
F. McConnell (3)
|
50,421
|
1.1%
|
|
|
|
|
|
Ronald
E. Badke (4)
|
31,200
|
**
|
|
|
|
|
|
Christopher
C. Cole (5)
|
73,421
|
1.7%
|
|
|
|
|
|
Allan
Kalish (6)
|
54,421
|
1.2%
|
|
|
|
|
|
Dawn
Kenderdine (7)
|
54,000
|
1.2%
|
|
|
|
|
|
Directors
and Officers as a group (6 Persons) (8)
|
1,026,812
|
23.4%
|
|
*
|
The business address of each
shareholder named in this table is Wireless Xcessories Group, Inc., 1840
County Line Road, Huntingdon Valley, PA
19006.
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(1)
|
For
purposes of this table, a person or group is deemed to have "beneficial
ownership" of any shares, which such person has the right to acquire
within 60 days.
|
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(2)
|
Percentage
ownership is based on 4,280,568 shares of common stock issued and
outstanding on April 17, 2008. For purposes of computing the percentage of
outstanding shares held by each such person or group of persons named
above, any security which such person or group of persons has the right to
acquire within 60 days is deemed to be outstanding, but is not deemed to
be outstanding for the purpose of computing the percentage ownership of
any other person.
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(3)
|
Includes
exercisable options to purchase 47,427
shares.
|
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(4)
|
Includes
exercisable options to purchase 20,000 shares and 11,200 vested common
shares under the Company’s restricted stock
program.
|
|
(5)
|
Includes
exercisable options to purchase 44,427
shares.
|
|
(6)
|
Includes
exercisable options to purchase 41,427
shares.
|
|
(7)
|
Includes
exercisable options to purchase 10,000 shares and 16,000 vested common
shares under the Company’s restricted stock
program.
|
|
(8)
|
Includes
exercisable options to purchase
163,281shares.
|
Performance
Graph
The
following graph compares the percentage change in cumulative total stockholder
return on the Company's common stock, on a quarterly basis, from December 31,
1999 to the present with the cumulative total return over the same period of (I)
the Russell 2000 Index and (ii) Peer Group which consists of Bright Point Inc.
and Tessco Technologies Inc. The Russell 2000 Index measures the performance of
the 2,000 smallest companies within the 3,000 largest United States companies
based on total market capitalization.
HISTORIC
STOCK PRICE IS NOT INDICATIVE OF FUTURE STOCK PRICE PERFORMANCE.
CUMULATIVE
ANNUAL STOCKHOLDER RETURN*
WIRELESS
XCESSORIES GROUP, INC., RUSSELL 2000 AND PEER GROUP
(PERFORMANCE
RESULTS THROUGH DECEMBER 31, 2007)
*
Cumulative total return assumes reinvestment of dividends.
Assumes
that $100 are invested at the open of trading on the first business day of
fiscal Year ended December 31, 2001 in Wireless Xcessories Group, Inc. common
stock, the Russell 2000 Index and the Peer Group and that all dividends are
reinvested.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
We employ
Susan Rade, wife of Stephen Rade, current CEO, as a high volume and senior sales
person with certain administrative functions. In this role, Mrs. Rade earns the
bulk of her compensation as part of our sales incentive commission programs
earning $183,042 in the twelve months December 31, 2007 and 2006, respectively,
including draws, commission and a $36,000 salary for administrative duties. We
employ Dan Kenderdine, husband of Dawn Kenderdine, current Vice president and
officer, as our Facilities Manager since mid 2004. Mr. Kenderdine earns the bulk
of his compensation from salary and bonuses earning
$64,895
for the year ended December 31, 2007 and $52,273 for the year ending December
31, 2006.
GENERAL
AND OTHER MATTERS
The board
knows of no matter, other than as referred to in this proxy statement, which
will be presented at the meeting. However, if other matters properly come before
the meeting, or any of its adjournments, the person or persons voting the
proxies will vote them with their judgment in those matters.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires the Company's directors, officers (including
a person performing a principal policy-making function) and persons who own more
than 10% of a registered class of the Company's equity securities to file with
the SEC initial reports of ownership and reports of changes
in
ownership of common stock and other equity securities of the Company. Directors,
officers and 10% holders are required by SEC regulations to furnish the Company
with copies of all of the Section 16(a) reports they file. To the best of our
knowledge based solely upon a review of the copies of the forms furnished to the
Company and the representations made by the reporting persons to the Company,
the Company believes that during the year ended December 31, 2007, its
directors, officers and 10% holders complied with all filing requirements under
Section 16(a) of the Exchange Act.
ANNUAL
REPORT
The
Annual Report of the Company, including financial statements, for the year ended
December 31, 2007 is being mailed to stockholders with this proxy
material.
STOCKHOLDER
PROPOSALS -- 2009 ANNUAL MEETING
Proposals
of stockholders intended to be presented at the annual meeting of stockholders
in 2009 must be received by Feb 4, 2009 to be considered for inclusion in the
Company's proxy statement and form of proxy relating to that meeting. If any
stockholder wishes to present a proposal to the 2009 annual meeting of
stockholders that is not included in the Company's proxy statement for that
meeting and fails to submit such proposal to the Secretary of the Company on or
before April 17, 2009 then the Company will be allowed to use its discretionary
voting authority when the proposal is raised at the annual meeting, without any
discussion of the matter in its proxy statement. Stockholder proposals should be
directed to the Corporate Secretary, at the address of the Company set forth on
the first page of this proxy statement.
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By order of the board of
directors,
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Stephen
Rade
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Chairman
of the Board of Directors
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ANNUAL
MEETING OF STOCKHOLDERS OF
WIRELESS
XCESSORIES GROUP, INC.
June
03, 2008
Please
date, sign and mail
your
proxy card in the
envelope
provided as soon
as
possible.
Please
detach along perforated line and mail in the envelope provided.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE
IN BLUE OR BLACK INK AS SHOWN HERE
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1.
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THE ELECTION OF FOUR DIRECTORS OF
THE COMPANY, EACH OF WHOM IS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING
OF STOCKHOLDERS AND UNTIL THE DUE ELECTION AND QUALIFICATION OF HIS
SUCCESSOR.
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NOMINEES:
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o
FOR ALL
NOMINEES
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Stephen
Rade
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o
Christopher F.
McConnell
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WITHHOLD
AUTHORITY
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o
Christopher C.
Cole
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FOR ALL
NOMINEES
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Allan
Kalish
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FOR ALL
EXCEPT
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(See instructions
below)
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INSTRUCTION:
To withhold authority to
vote for any individual nominee(s), mark
“FOR ALL EXCEPT”
and fill in
the circle next to each nominee you wish to withhold, as shown here:
o
PLEASE
SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES.
To change
the address on your account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method.
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Signature
of
Stockholder Date:
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Signature
of
Stockholder Date:
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Note:
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Please
sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized
person.
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WIRELESS
XCESSORIES GROUP, INC.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The
undersigned hereby appoints Stephen Rade and Christopher F. McConnell and either
of them, with full power of substitution, as attorneys for and in the name,
place and stead of the undersigned, to vote all the shares of the Common Stock
of WIRELESS XCESSORIES GROUP, INC. owned or entitled to be voted by the
undersigned as of the record date, at the Annual Meeting of Stockholders of said
Company scheduled to be held at 1840 County Line Road, Huntingdon Valley,
Pennsylvania, on June 03, 2008 at 3:00 P.M., Eastern Time, or at any adjournment
or adjournments of said meeting, on the following proposals as indicated on the
reverse side:
THIS
PROXY IF PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN ACCORDANCE WITH THE
DIRECTIONS SPECIFIED ON THE REVERSE SIDE HEREOF. IF NO DIRECTIONS ARE
SPECIFIED.
(Continued
and to be signed on the reverse side)