def14a_halberd.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
14A
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Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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Filed
by the Registrant ý
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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HALBERD
CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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HALBERD
CORPORATION
10755
Vernon Ave., Huntington Woods, MI 48070
(248)530-0270
NOTICE
OF ANNUAL
MEETING
OF SHAREHOLDERS
TO
BE HELD ON JULY 17, 2009
TO
OUR SHAREHOLDERS:
You are
cordially invited to attend the Annual Meeting of Shareholders (the “Annual
Meeting”) of HALBERD
CORPORATION, a Nevada corporation (the “Company”), which will be held at
1:30 PM to 3:30 PM local time, on July 17, 2009 in the 4th Floor
conference room at Essex Center, 28400 Northwestern Highway, Southfield, MI
48034, for the following purposes:
1. To
elect the following persons as members of the Company’s Board of Directors to
hold office for a one year term and until each of their successors are elected
and qualified:
Mark
Lundquist
John
Maddox
Lizabeth
Ardisana
Leland
Thomas
Bruce
Nyberg
Nicholas
Cocco
Michael
Burns
2. To
ratify the amended Bylaws.
3. To
transact such other business as may properly come before the Annual Meeting or
any postponement or adjournment thereof.
The Board
of Directors has fixed the close of business on June 26, 2009 as the record date
for the determination of shareholders entitled to receive notice of and to vote
at the Annual Meeting of Shareholders and any adjournment or postponement
thereof. A complete list of shareholders entitled to vote at the
Annual Meeting will be available for inspection for ten days prior to the Annual
Meeting by contacting us at (248)530-0270.
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By
Order of the Board of Directors
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Mark
Lundquist
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Chief
Executive Officer and Director
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June
29, 2009
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YOUR
VOTE IS IMPORTANT
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR
SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL
POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU
MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR
PROXY.
TABLE
OF CONTENTS
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Page
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GENERAL
INFORMATION ABOUT THE PROXY STATEMENT AND ANNUAL MEETING
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4 |
General
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4 |
Voting
Securities
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4 |
Voting
of Proxies
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5 |
Revocability
of Proxies
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5 |
Required
Vote
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5 |
Shareholders
List
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5 |
Expenses
of Solicitation
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PROPOSAL
NO. 1: ELECTION OF DIRECTORS
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PROPOSAL
NO. 2: RATIFICATION OF AMENDED BYLAWS
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CORPORATE
GOVERNANCE
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8 |
Board
Meetings and Annual Meeting Attendance
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8 |
Audit
Committee
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8 |
Compensation
Committee
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9 |
Code
of Ethics
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9 |
Executive
Officers
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Family
Relationships
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Executive
Officer Compensation
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Involvement
in Certain Legal Proceedings
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EXECUTIVE
COMPENSATION
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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TRANSACTIONS
WITH RELATED PERSONS
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SHAREHOLDER
COMMUNICATIONS
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SHAREHOLDER
PROPOSALS FOR THE 2010 MEETING
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OTHER
MATTERS
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PROXY
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HALBERD
CORPORATION
10755
Vernon Ave.
Huntington
Woods, MI 48070
__________________________
PROXY
STATEMENT
__________________________
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON JULY 17, 2009
GENERAL
INFORMATION ABOUT THE PROXY
STATEMENT
AND ANNUAL MEETING
General
This
Proxy Statement is being furnished to the shareholders of Halberd
Corporation (together with its subsidiaries, “Company”,
“Halberd”, “we”, “us” or “our”) in connection with the solicitation
of proxies by our Board of Directors (the “Board of Directors” or the “Board”)
for use at the Annual Meeting of Shareholders to be held in the 4th Floor
conference room at Essex Center , 28400 Northwestern Highway, Southfield, MI
48034, on July 17, 2009 and at any and all adjournments or postponements thereof
(the “Annual Meeting”) for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. Reservations are required for
attendance at the shareholders meeting since their seating capacity is limited
to 25 persons. Please respond back to this notice by July 17, 2009 using the
enclosed postage paid response card indicating your intention either to attend
or not to attend. We also set up a call-in number for participation
via telephone conference. The line will open 10 minutes before the
start of the Annual Meeting and will close 10 minutes after adjournment. The
dial-in number is: (605) 475-4810 and the participant access code is: 370083#.
Accompanying this Proxy Statement is a proxy/voting instruction form (the
“Proxy”) for the Annual Meeting, which you may use to indicate your vote as to
the proposals described in this Proxy Statement.
It is
contemplated that this Proxy Statement and the accompanying form of Proxy will
be first mailed to shareholders on June 29, 2009. Shareholders should
review the information provided herein in conjunction with the Company’s Form
S-1 Registration Statements and its amendments filed with the SEC. The Company’s
principal executive offices are located at 10755 Vernon Ave, Huntington Woods,
MI 48070. Our telephone number is (248)530-0270.
The
Company will solicit shareholders by mail through its regular employees and will
request banks and brokers and other custodians, nominees and fiduciaries, to
solicit their customers who have stock of the Company registered in the names of
such persons and will reimburse them for reasonable, out-of-pocket
costs. In addition, the Company may use the service of its officers
and directors to solicit proxies, personally or by telephone, without additional
compensation.
Voting
Securities
Only
shareholders of record as of the close of business on June 26, 2009 (the “Record
Date”) will be entitled to vote at the Annual Meeting and any adjournment or
postponement thereof. As of the date herein there are 26,058,000
shares of common stock, $0.001 par value (the “Common Stock”) issued and
outstanding, all of which are entitled to be voted at the Annual Meeting. Each
share of Common Stock is entitled to one vote on each matter submitted to
Stockholders for approval at the Annual Meeting.
Shareholders
may vote in person or by proxy. Each holder of shares of Common Stock
is entitled to one vote for each share of stock held on the proposals presented
in this Proxy Statement. The Company’s bylaws provide that a majority
of all the shares of stock entitled to vote, whether present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at the Annual Meeting. The enclosed Proxy reflects the number of
shares that you are entitled to vote. Shares of Common Stock may not
be voted cumulatively.
Prior to
the Annual Meeting, the Company will select one or more inspectors of election
for the Annual Meeting. Such inspector(s) shall determine the number of shares
of Common Stock represented at the Annual Meeting, the existence of a quorum,
and the validity and effect of proxies, and shall receive, count, and tabulate
ballots and votes, and determine the results thereof.
Voting
of Proxies
All valid
proxies received prior to the Annual Meeting will be voted. The Board
of Directors recommends that you vote by proxy even if you plan to attend the
Annual Meeting. To vote by proxy, you must fill out the enclosed
Proxy, sign and date it, and return it in the enclosed postage-paid
envelope. Voting by proxy will not limit your right to vote at the
Annual Meeting if you attend the Annual Meeting and vote in
person. However, if your shares are held in the name of a bank,
broker or other holder of record, you must obtain a proxy executed in your
favor, from the holder of record to be able to vote at the Annual Meeting.
Revocability
of Proxies
All
Proxies which are properly completed, signed and returned prior to the Annual
Meeting, and which have not been revoked, will be voted in favor of the
proposals described in this Proxy Statement unless otherwise directed. A
shareholder may revoke his or her Proxy at any time before it is
voted. Proxies may be revoked by:
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filing
with the President of the Company, before the polls are closed with
respect to the vote, a written notice of revocation bearing a later date
than the proxy;
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duly
executing a subsequent proxy relating to the same shares of Common Stock
and delivering it to the President of the Company;
or
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attending
the Meeting and voting in person (although attendance at the Meeting will
not in and of itself constitute a revocation of a
proxy).
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Any
written notice revoking a proxy should be sent to: Our principal executive
office at 10755 Vernon Ave., Huntington Woods, MI 48070. No such revocation will
be effective until written notice of the revocation is received by the Company
prior to the Annual Meeting.
Required
Vote
Representation
at the Annual Meeting of the holders of a majority of the outstanding shares of
our Common Stock entitled to vote, either in person or by a properly executed
Proxy, is required to constitute a quorum. Abstentions and broker non-votes,
which are indications by a broker that it does not have discretionary authority
to vote on a particular matter, will be counted as “represented” for the purpose
of determining the presence or absence of a quorum. Under the Nevada Revised
Statutes, once a quorum is established, shareholder approval with respect to a
particular proposal is generally obtained when the votes cast in favor of the
proposal exceed the votes cast against such proposal.
In the
election of our Board of Directors, shareholders are not allowed to cumulate
their votes. Shareholders are entitled to cast a vote for each of the openings
on the Board to be filled at the Annual Meeting. The seven nominees receiving
the highest vote totals will be elected as our Board of Directors. For approval
of the proposed ratification of our independent registered public accountants,
the votes cast in favor of the proposal must exceed the votes cast against the
proposal. Accordingly, abstentions and broker non-votes will not affect the
outcome of the election of the Board of Directors or the ratification of the
independent registered public accountants.
Shareholders
List
For a
period of at least ten days prior to the Annual Meeting, a complete list of
shareholders entitled to vote at the Annual Meeting will be available by
contacting us at (248)530-0270 so that stockholders of record may inspect the
list only for proper purposes.
Expenses
of Solicitation
The
Company will pay the cost of preparing, assembling and mailing this
proxy-soliciting material, and all costs of solicitation, including certain
expenses of brokers and nominees who mail proxy material to their customers or
principals.
PROPOSAL
1: ELECTION OF DIRECTORS
At the
Meeting, Shareholders will be asked to approve the election of directors, as a
group, by resolution, which requires that a majority of the votes cast at the
Annual Meeting be voted “FOR” the resolution for the election of nominees as a
group. Unless a contrary choice is specified, proxies solicited by
management will be voted “FOR” the nominees for director set forth
below.
At the
Annual Meeting, seven directors are to be elected to the Board of Directors. All
of the nominees currently serve as members of the Board of Directors and are
standing for re-election. The term of office of each of the current
directors is due to expire immediately prior to the election of directors at the
Annual Meeting. We do not know of any reason why any of these
nominees would not accept the nomination. However, if any nominee
does not accept the nomination, the persons’ names in the Proxy will vote for
the substitute nominee that the board recommends.
Set forth
below is more detailed information regarding each of the nominees.
THE BOARD
OF DIRECTORS RECOMMENDS VOTING “FOR” THE NOMINEES FOR DIRECTOR SET FORTH
BELOW.
Name
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Age
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Position
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Mark
Lundquist
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51
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Chief
Executive Officer, Secretary and Director
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John
Maddox
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43
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President,
Interim
Chief Financial Officer, Chief Operating Officer, Treasurer and
Director
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Lizabeth
Ardisana
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58
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Director
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Leland
Thomas
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58
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Chairman
of the Board of Directors
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Bruce
Nyberg
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63
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Director
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Nicholas
Cocco
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44
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Director
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Michael
Burns
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66
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Director
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Set forth
below is a brief description of the background and business experience of our
nominated directors for the past five years.
Mark Lundquist,
Co-Founder, Chief Executive Officer, Secretary and
Director
Mr.
Lundquist has been our Chief Executive Officer and Secretary since inception on
January 26, 2009. He is also the Founder, President and CEO of Fulcrum Edge,
Inc., a business advisory company specializing in business planning, corporate
growth, strategic planning, and sales and marketing since 2001. He spent fifteen
years in the aerospace and defense arena before coming to Detroit to work in the
automotive and high-tech automation industries. In the corporate world he was
brought in to implement change, restructuring, turnarounds and help companies
grow their business, frequently in preparation for sale. He has held executive
positions with firms such as Grimes Aerospace (now Honeywell), Valcor,
Aeroquip-Vickers, Mannesmann, Bosch and Norgren. Mr. Lundquist also founded
WebAxia, Inc., an online based business focused on website effectiveness, as
well as co-founding Petronom+Hydronom, LLC, a distributor of water purification
and combustion engine fuel enhancement devices.
Mr.
Lundquist studied astrophysics and engineering at the University of Illinois at
Urbana-Champaign and has a degree in Mechanical Engineering. He is a
mentor to Detroit’s TechTown and Ann Arbor SPARK, two high tech business
incubators; and sits on the advisory boards for multiple firms. He is
also an Executive Faculty Member of Wayne State University’s E2detroit
Entrepreneurship Program, an instructor for the University of Michigan’s
entrepreneurship immersion programs, and a contributing business writer to Michigan SmallTech, the
state’s micro- and nanotechnology association.
John
Maddox, Co-founder, President, Interim Chief Financial Officer, Chief
Operating Officer, Treasurer and Director
Mr.
Maddox has been our President and COO since inception on January 26, 2009.
Effective June 23, 2009, he was appointed as our interim Chief Financial Officer
in connection with the resignation of Joel M. Ungar. Mr. Maddox is also a
Founder and Managing Principal with the CPA firm Maddox Ungar Silberstein, PLLC
with more than sixteen years experience working with a variety of clients on
business matters since 1992. He started his public accounting career with the
international firm of Grant Thornton after working eight years with his
father’s commercial roofing business, Lake Michigan Roofing, Inc. Prior to
forming Maddox Ungar Silberstein, PLLC, Mr. Maddox was a principal with a large
CPA firm in metropolitan Detroit. He was also the Founder and President of
MutualFundTaxInfo.com, an Internet-based firm providing information to
specialists in the mutual fund arena.
Mr.
Maddox holds a Bachelor of Science in Business Administration, a Masters Degree
in Taxation and a Graduate Certificate Degree in Taxation from
Walsh College. He is a member of the American Institute of
Certified Public Accountants, the Michigan Association of Certified Public
Accountants, and a former member of the Institute of Management
Accountants.
Lizabeth Ardisana,
Director
Ms.
Ardisana is the Chief Executive Officer of ASG Renaissance, a technical and
communication services firm she founded in 1987. The firm operates
offices in Michigan, California, Washington, D.C., South Carolina and Ontario,
Canada.
She is
currently a Director of Citizens Republic Bank, a trustee of Oakwood Hospital,
Chairperson of the Board of Directors of the Michigan Hispanic Chamber of
Commerce, Executive Board Member of the Detroit Regional Chamber of Commerce and
a trustee of the Skillman Foundation. Beth is also Vice-Chairman of
Focus: HOPE non-profit, a trustee of Kettering University and Treasurer of the
Metropolitan Affair Council. She also created and launched the
Hispanic Automotive Supplier Alliance.
Beth has
a Bachelor’s degree in Mathematics and Computer Science from the University of
Texas, a Master’s degree in Mechanical Engineering from the University of
Michigan, and a Master’s degree in Business Administration from the University
of Detroit.
Leland
Thomas, Chairman of the Board of Directors
Mr.
Thomas has been a member of our Advisory Board since January 2008. He is also a
Director with BBK, an international business advisory firm. He has
over 28 years of financial and operational expertise, including experience as a
self-employed turnaround consultant, a Chief Operating Officer, and a Corporate
Manager of Finance. His background includes alternative financing,
national and global business expansion, marketing, project management and
securities in both closely-held and large public corporations.
Mr.
Thomas has a Master of Business Administration in Finance from
Indiana University, a Bachelor of Science in Electrical Engineering from
the University of Illinois at Urbana-Champaign, and is a Registered Professional
Engineer in the state of Michigan.
Bruce Nyberg,
Director
Mr.
Nyberg held the position of Regional President of Huntington Bancshares
Incorporated until his retirement in 2007. In this role he headed up the $3
billion, 43 branch subsidiary in Eastern Michigan. Prior to his
career with Huntington Bank, he held the position of Senior Vice
President/Division Head of NBD Bancorp (now J.P.Morgan Chase).
He is
currently the Chairman of Forgotten Harvest, the nation’s third largest food
rescue organization and the Chairman of Michigan Roundtable for Diversity and
Inclusion. He also sits on the board of the Community Foundation for Southeast
Michigan. Previous board experience includes positions with MasterCard
International, Detroit Regional Chamber, Magic Line, New Detroit, and Bowling
Green State University Foundation.
Bruce
holds a Bachelor of Arts degree in History and Business (cum laude) from Bowling
Green State University and a Masters of Business Administration (with
Distinction) from the University of Michigan in Ann Arbor.
Nicholas Cocco,
Director
Mr. Cocco
has been a member of our Advisory Board and Chief of Staff since December
2008. He is also the Managing Director of River Star, LLC, a Michigan-based
liquidity management organization based in the greater Detroit area with
clients throughout the United States. Since 2001, River Star has been
specializing in business process optimization strategies for both public and
privately owned organizations. Mr. Cocco has over twenty-five years
of professional experience in sales, marketing, consulting and operations within
the retail, wholesale and technology industries. He has experience in
mergers and acquisitions, acquisition integration, turnarounds and new business
development.
Mr. Cocco
received his Baccalaureate of Science degree with distinction from the College
of Management and Business at National-Louis University in 1996. He
received his Associate of Sciences degree from
Northern Virginia Community College graduating Summa Cum
Laude. Additionally, he attended the Richard Devos Executive MBA
program at Northwood University in 2002/2003.
Michael Burns,
Director
Mr. Burns
held the position of President & CEO of Pioneer Human Services (Seattle)
until his retirement in 2007. Prior to this he was President &
CEO of Sea Watch International; President & CEO of Designer Foods, Inc.;
President & CEO of The Rymer Company (NYSE listed); President & CEO of
Kroehler Manufacturing Company (NYSE listed), and; President of Dutch Boy
Paints.
He is a
Founding Board Member and Secretary of Pinnacle Forum Seattle; Founding Board
Member and Vice Chair, Eastside Academy; Founding Board Member of Enzon, Inc.
(NASDAQ listed); Advisory Board Member of Entrenuity, and; Board Secretary for
Second Chance.
He holds
a Bachelor of Arts in English from William Paterson University and a Juris
Doctorate from Seton Hall University. He was admitted to the New
Jersey Bar in 1975.
RECOMMENDATION
OF THE BOARD OF DIRECTORS:
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS
LISTED ABOVE.
PROPOSAL
2: RATIFICATION OF AMENDMENT TO THE BYLAWS
The Board
of Directors has amended Section 6 and Section 8 of Article IV of the Bylaws as
follows.
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VICE-PRESIDENT. In
the event the Chief Executive Officer, together with the President of the
Corporation shall appoint a Vice-President, the Vice-President shall
perform all the duties usually appertaining to that office, subject to the
control of the President. The Vice-President shall also
exercise the duties of the President in the absence of the President;
provided, if there is more than one Vice-President, the Chairman of the
Board of Directors, together with the Chief Executive Officer, shall
decide who shall exercise the duties of the President in the absence of
the President. The Vice-President shall also perform any other
duties as assigned by the Board of
Directors.
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ASSISTANT
SECRETARY. In the event the Secretary of the Corporation deems
it necessary and with approval of the Chairman of the Board of Directors,
the Secretary shall appoint an Assistant Secretary, the Assistant
Secretary shall at all times act as an assistant to the Secretary and have
such powers and perform such duties as shall be assigned to him by the
Secretary or Board of Directors. The Assistant Secretary shall
possess the powers and perform the duties of the Secretary in the absence
or disability of the Secretary. If the Secretary and Assistant
Secretary are at the same time absent or unable to perform their duties,
the Board of Directors may appoint a Secretary pro tempore with powers and
duties to act as Secretary during the absence and disability of both the
Secretary and Assistant Secretary.
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We
amended Subsection 6 of Article IV regarding the appointment of Vice-President
because: at this time, in the developmental status of the Company, the Company
does not expect to fill the position(s) of Vice-president nor has it discussed
with anyone any Vice-president position. However the Board of Directors
believed that the decision to fill such positions should be made at the
operating level rather than at the Board level. As such, the changes to
the original by-laws of the Corporation are to correct the decision making
process only. As such, the original language of: “VICE-PRESIDENT.
In the event the Board of
Directors shall appoint a Vice-President, the Vice-President shall
perform all the duties usually appertaining to that office, subject to the
control of the President. The Vice-President shall also exercise the
duties of the President in the absence of the President; provided, if there is
more than one Vice-President, the Board of Directors shall decide who shall
exercise the duties of the President in the absence of the President. The
Vice-President shall also perform any other duties as assigned by the Board of
Directors.” has been changed to: “VICE-PRESIDENT. In the event the Chief Executive
Officer, together with the President of the Corporation shall appoint a
Vice-President, the Vice-President shall perform all the duties usually
appertaining to that office, subject to the control of the
President. The Vice-President shall also exercise the duties of the
President in the absence of the President; provided, if there is more than one
Vice-President, the Chairman of the Board of Directors, together with the Chief
Executive Officer, shall decide who shall exercise the duties of the President
in the absence of the President. The Vice-President shall also
perform any other duties as assigned by the Board of Directors.”
We
amended Subsection 8 of Article IV regarding the appointment of Assistant
Secretary because: at this time, in the developmental status of the Company, the
Company does not expect to fill the position of Assistant Secretary. If,
the Secretary of the Company, in concurrence with the Chairman of the Board of
Directors deems it necessary to appoint an Assistant Secretary during the
developmental stage of the Company, it will be a competent person already in the
employ of the Company and no additional compensation will be awarded. As
such, the changes to the original by-laws of the Corporation are to correct the
decision making process only. As such, the original language of:
“ASSISTANT SECRETARY. In
the event the Board of Directors shall appoint an Assistant Secretary,
the Assistant Secretary shall at all times act as an assistant to the Secretary
and have such powers and perform such duties as shall be assigned to him by the
Secretary or Board of Directors. The Assistant Secretary shall possess the
powers and perform the duties of the Secretary in the absence or disability of
the Secretary. If the Secretary and Assistant Secretary are at the same
time absent or unable to perform their duties, the Board of Directors may
appoint a Secretary pro tempore with powers and duties to act as Secretary
during the absence and disability of both the Secretary and Assistant
Secretary.” has been changed to: “ASSISTANT SECRETARY. In the event the Secretary of the
Corporation deems it necessary and with approval of the Chairman of the Board of
Directors, the Secretary shall appoint an Assistant Secretary, the
Assistant Secretary shall at all times act as an assistant to the Secretary and
have such powers and perform such duties as shall be assigned to him by the
Secretary or Board of Directors. The Assistant Secretary shall
possess the powers and perform the duties of the Secretary in the absence or
disability of the Secretary. If the Secretary and Assistant Secretary
are at the same time absent or unable to perform their duties, the Board of
Directors may appoint a Secretary pro tempore with powers and duties to act as
Secretary during the absence and disability of both the Secretary and Assistant
Secretary.”
In the
event shareholders fail to ratify the amendments to the Bylaws, the Board of
Directors will reconsider this amendment.
The
affirmative vote of the holders of a majority of the Company’s Common Stock
represented and voting at the Annual Meeting either in person or by proxy will
be required for approval of this proposal. Neither abstentions nor
broker non-votes shall have any effect on the outcome of this vote.
RECOMMENDATION
OF THE BOARD OF DIRECTORS:
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF
AMENDMENT TO THE BYLAWS.
CORPORATE
GOVERNANCE
Board
Meetings and Annual Meeting Attendance
On May
15, 2009, the Board of Directors held the first board meeting. All directors
attended the meeting.
The
Company encourages its directors to attend the Annual Meeting of
shareholders.
Audit
Committee
Bruce
Nyberg and Michael Burns currently serve as its separately designated standing
Audit Committee, established in accordance with section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), with Bruce
Nyberg chairing the committee and serving as its financial
expert.
The
function of the Audit Committee, is to provide assistance to the Board in
fulfilling its responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, management practices,
reporting practices, and the quality and integrity of the financial reports of
the Company. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the directors, the
independent auditors and Company management.
Compensation
Committee
Michael
Burns and Lizabeth Ardisana currently serve as its Compensation Committee, with
Michael Burns chairing the committee.
The
Compensation Committee establishes the Company’s general compensation policy
and, except as prohibited by law, may take any and all actions that the Board
could take relating to compensation of directors, executive officers, employees
and other parties. The Compensation Committee’s role is to (i) evaluate the
performance of the Company’s executive officers, (ii) set compensation for
directors and executive officers, (iii) make recommendations to the Board on
adoption of compensation plans and, (iv) administer Company compensation plans.
When evaluating potential compensation adjustments, the Compensation Committee
solicits and considers input provided by the Chief Executive Officer relating to
the performance and/or contribution to the Company’s overall performance by
executive officers and other key employees.
Business
Development Committee
Nicholas
Cocco and Mark Lundquist currently serve as its Business Development Committee,
with Nicholas A. Cocco chairing the committee.
The
Business Development Committee serves the Company by investigating, analyzing
and recommending strategic business development, strategic partnerships,
affiliate relationships, joint ventures, mergers, divestitures, and
acquisitions.
Code
of Business Conduct and Ethics (CBCE)
John
Maddox was appointed as Compliance Officer of the Company in the first board
meeting. The Company adopted a CBCE and such CBCE can be read and reviewed at
the company’s corporate website: www.halberdcorp.com
Directors
and Officers
Our
executive officer’s and director’s and their respective ages as of June 29, 2009
are as follows:
Name
|
Age
|
Position
|
Mark
Lundquist
|
51
|
Chief
Executive Officer, Secretary and Director
|
John
Maddox
|
43
|
President,Interim
Chief Financial Officer, Chief Operating Officer, Treasurer and
Director
|
Lizabeth
Ardisana
|
58
|
Director
|
Leland
Thomas
|
58
|
Chairman
of the Board of Directors
|
Bruce
Nyberg
|
63
|
Director
|
Nicholas
Cocco
|
44
|
Director
|
Michael
Burns
|
66
|
Director
|
Joel
M. Ungar
|
47
|
Chief
Financial Officer and Principal Accounting
Officer
|
Please
refer to Proposal 1 for the descriptions of our officers and
directors.
Director
Compensation
At this
time, our directors will not receive a fee for attending each board of directors
meeting or meeting of a committee of the board of directors. Directors are
permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Family
Relationships
There are
no family relationships among any of our officers or directors.
Involvement
in Certain Legal Proceedings
John C.
Maddox, President, Chief Operating Officer, Interim Chief Financial
Officer, Treasurer and Director of Halberd Corporation and
SellMyBusinessnow.com, Inc., is subject to certain payments under a Chapter 13
Plan approved by United States Bankruptcy Court on June 13, 2007. He paid $600
per month to certain creditors from May 31, 2007 to September 30, 2008. He is
now paying $669.04 per month to these creditors for 12 months, effective
October 1, 2008.
Except as
disclosed above, to the best of our knowledge, none of our directors or
executive officers have been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, or has been a party to any judicial
or administrative proceeding during the past five years that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws, except for matters
that were dismissed without sanction or settlement. Except as set forth in our
discussion below in “Certain Relationships and Related Transactions,” none of
our directors, director nominees or executive officers has been involved in any
transactions with us or any of our directors, executive officers, affiliates or
associates which are required to be disclosed pursuant to the rules and
regulations of the SEC.
The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the named persons for services
rendered in all capacities during the noted periods.
Name
and Principal Position
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
|
Totals
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Lundquist, CEO and Secretary
|
2008
|
|
$
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
25,000(1)
|
|
$
|
25,000
|
|
|
2007
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
5,000(2)
|
|
$
|
5,000
|
|
John
Maddox, President, COO
|
2008
|
|
$
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
25,000(1)
|
|
$
|
25,000
|
|
|
2007
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
5,000(2)
|
|
|
5,000
|
|
Leland
Thomas, Director
|
2008
|
|
$
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
0
|
|
|
0
|
|
|
2007
|
|
$
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
0
|
|
|
0
|
|
Nicholas
Cocco, Director
|
2008
|
|
$
|
11,250
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
11,250(3)
|
|
|
11,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joel
M. Ungar
Chief
Financial Officer
|
2008
|
|
$
|
5,000
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
5,000(4)
|
|
|
5,000
|
|
(1)
|
Mr.
Lundquist and Mr. Maddox received $25,000 each for consulting services in
2008. Additional $35,000 each was accrued and will be paid to them
respectively depending on the financial conditions of the
Company.
|
(2)
|
Mr.
Lundquist and Mr. Maddox received $5,000 each for consulting services in
2007.
|
(3)
|
River
Star, LLC was paid $11,250 for consulting services rendered to the
Company. Nicholas Cocco is the managing member of River Star,
LLC
|
(4)
|
Joel
Ungar was granted $5,000 for services to the Company. Effective June 23,
2009, Mr. Ungar resigned as our Chief Financial Officer and Chief
Accounting Officer of the Company. In connection with Mr. Ungar’s
resignation, on June 23, 2009, the Board of Directors of the Company
appointed John Maddox as interim Chief Financial Officer, effective June
23, 2009.
|
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through June 29,
2009.
Aggregated Option Exercises
and Fiscal Year-End Option Value Table. There were no stock options
exercised until June 29, 2009 by the executive officer named in the Summary
Compensation Table.
Long-Term Incentive Plan
(“LTIP”) Awards Table.
There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP.
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
We entered
into employment agreements with Mark Lundquist, our CEO, and John Maddox, our
President & COO for a term of three years. The employment agreements will
automatically renew for successive one year after such initial term, unless and
until terminated by either the Board of Directors as prescribed in the Company’s
by-laws or by John Maddox by written letter to the Chairman with thirty days
notice. Both Mr. Lundquist and Mr. Maddox will receive an annual base salary of
$120,000. Upon effectiveness of this registration statement on Form S-1, and
with the approval of the Board of Director, their salaries will increase to
$240,000 per annum. They will also receive annual bonus and other
benefits.
The
following table sets forth certain information as of June 29,
2009 with respect to the beneficial ownership of our common stock, the sole
outstanding class of our voting securities, by (i) any person or group owning
more than 5% of each class of voting securities, (ii) each director, (iii) each
executive officer named in the Summary Compensation Table in the section
entitled “Executive Compensation” below and (iv) all executive officers and
directors as a group.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options, warrants or
convertible securities exercisable or convertible within 60 days of June 29,
2009 are deemed outstanding for computing the percentage of the person or entity
holding such options, warrants or convertible securities but are not deemed
outstanding for computing the percentage of any other person, and is based on
26,058,000 shares of our common stock issued and outstanding as
of June 29, 2009.
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class
|
|
|
|
|
Common
Stock
|
John
C. Maddox
|
13,000,000
|
49.88%
|
Common
Stock
|
Mark
Lundquist
|
4,000,000
|
15.35%
|
Common
Stock
|
Leland
Thomas (1)
|
2,796,000
|
10.73%
|
Common
Stock
|
Nicholas
Cocco (2)
|
1,000,000
|
3.84%
|
Common
Stock
|
Bruce
Nyberg
|
20,000
|
0.08%
|
Common
Stock
|
Lizabeth
Ardisana
|
0
|
0
|
Common
Stock
|
Michael
Burns
|
0
|
0
|
|
|
|
|
Common
Stock
|
All
executive officers and directors as a group (5 persons)
|
20,816,000
|
79.88%
|
(1)
|
Including
1,100,000 shares of our common stock owned by Mr. Thomas directly and
1,696,000 shares owned through Thomas IRA.
|
(2)
|
All
1,000,000 shares of our common stock are owned by River Star,
LLC.
|
Our
subsidiary SellMyBusiness was incorporated under the laws of the State of
Michigan on August 2, 2007. Upon inception, we issued 6,500 shares to John
Maddox as founder shares with no consideration. On November 28, 2007
we issued 2,000 shares to Mark Lundquist as founder shares with no
consideration.
On
November 28, 2007 and January 3, 2008, we entered into convertible promissory
notes with certain investors totaling of $300,000. In addition, we issued 1,501
shares to these investors. Leland M. Thomas is one of these investors, while he
is also a member of our Advisory Board. In January 2009, we entered into stock
conversion agreements with these investors, pursuant to which we issued 2,300
shares of our common stock as conversion of promissory notes dated November 28,
2007 and January 3, 2008 including principal of $300,000 and interest of $23,000
at a conversion price of $133.00 and $500.00 per share,
respectively.
On
November 14, 2008, we entered into a consulting agreement with River Star, LLC,
pursuant to which we will pay $7,500 per month to River Star for consulting
services. The Managing Director of River Star, Nicholas A. Cocco, is our member
of Advisory Board and Chief of Staff.
In
addition, John C. Maddox has provided a $75,000 revolving line of credit to the
Company. Outstanding advances bear interest at 10% per annum, and any such
advances are due May 1, 2009. A total of $10,900 was outstanding as of July 31,
2008 and October 31, 2008.
The
Company incurred rent expense of $13,500 with an entity in which John C. Maddox
is an owner. Beginning October 1, 2008, the Company began using space owned
by John C. Maddox personally for $1,500 per month on a month to month
basis.
The
Company leases its domain name from an entity owned by John C. Maddox. Rent
expense for the initial period ended July 31, 2008 was $426 and as of October
31, 2008, the accrued expense was $185. The monthly rent for use of the domain
name is 5% of revenues. Mr. Maddox has agreed to sell all of the relevant domain
names for Halberd Corporation and SellMyBusiness.com to the Company for the
original purchase price which is estimated at $30,000, plus interest at 10% per
annum payable when the Company has generated sufficient cash flow or has access
to sufficient cash to complete the purchase.
SHAREHOLDERS
COMMUNICATIONS
The Board
of Directors of the Company has not adopted a formal procedure that shareholders
must follow to send communications to it. The Board of Directors does receive
communications from shareholders, from time to time, and addresses those
communications as appropriate. Shareholders can send communication to the Board
of Directors in writing to its investor relations group at Halberd Corporation
Investor Relations, c/o Issuers Capital Advisors, LLC, 60 E. Rio Salado Parkway,
Suite 900, Tempe, AZ 85281, Attention: Richard MacQueen
SHAREHOLDER
PROPOSALS FOR THE 2010 MEETING
In the
event that a stockholder desires to have a proposal considered for presentation
at the 2010 Annual Meeting of Stockholders, and inclusion in the proxy statement
and form of proxy used in connection with such meeting, the proposal must be
forwarded in writing to the Company so that it is received not later
than one hundred twenty (120) days in advance of the first anniversary of the
date the Company’s proxy statement was first mailed to stockholders for the 2008
Annual Meeting of Stockholders; provided, however, that in the event that the
date of the 2010 Annual Meeting is changed by more than thirty (30) days from
the date of the 2009 Annual Meeting, notice by the stockholder to be timely must
be so received not later than the close of business on the later of one hundred
twenty (120) calendar days in advance of such meeting and ten (10) calendar days
following the date on which public announcement of the date of such meeting is
first made by the Company. Any such proposal must comply with the requirements
of Rule 14a-8 promulgated under the Exchange Act. The notice must also comply
with the Company’s Bylaws. The Company reserves the right to reject,
rule out of order, or take other appropriate action with respect to any proposal
or nomination that does not comply with these and other applicable
requirements. Notices should be directed to: Halberd Corporation,
10755 Vernon Ave., Huntington Woods, MI 48070, Attention:
Secretary.
OTHER
MATTERS
We have
not received notice of and do not expect any matters to be presented for vote at
the Annual Meeting, other than the proposals described in this Proxy
Statement. If you grant a proxy, the person named as proxy holder,
Mark Lundquist, or their nominees or substitutes, will have the discretion to
vote your shares on any additional matters properly presented for a vote at the
Annual Meeting. If for any unforeseen reason, any of our nominees are not
available as a candidate for director, the proxy holder will vote your proxy for
such other candidate or candidates nominated by our Board.
|
By
Order of the Board of Directors
|
|
|
|
|
|
Mark
Lundquist
|
|
Chief
Executive Officer and Director
|
June
29, 2009
|
|
Huntington
Woods, MI
|
|
PROXY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HALBERD
CORPORATION
The
undersigned hereby appoints Mark Lundquist as Proxy with full power of
substitution to vote all the shares of Common Stock which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Shareholders
to be held on July 17, 2009 at 1:30 PM to 4:30 PM at the 4th Floor
conference room at Essex Center, 28400 Northwestern Highway, Southfield, MI
48034, or at any postponement or adjournment thereof, and upon any and all
matters which may properly be brought before the Annual Meeting or any
postponement or adjournments thereof, hereby revoking all former
proxies.
Election
of Directors
The
nominees for the Board of Directors are:
Mark
Lundquist
John
Maddox
Lizabeth
Ardisana
Leland
Thomas
Bruce
Nyberg
Nicholas
Cocco
Michael
Burns
Instruction: To
withhold authority to vote for any individual nominee(s), write the nominee(s)
name on the spaces provided below:
The Board
of Directors recommends a vote FOR Proposal No. 1 and ratification of Proposal
No. 2.
1.
|
|
To
elect seven directors to hold office for a one year term or until each of
their successors are elected and qualified (except as marked to the
contrary above).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
FOR
|
|
o
|
|
AGAINST
|
|
o
|
|
ABSTAINS
|
|
o
|
|
WITHHOLDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To
ratify the amended By-laws of the Corporation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
FOR
|
|
o
|
|
AGAINST
|
|
o
|
|
ABSTAINS
|
|
o
|
|
WITHHOLDS
|
3.
|
|
To
withhold the proxy’s discretionary vote on Your behalf with regards to any
other matters that are properly presented for a vote at the Annual
Meeting, please mark the box below.
|
This
Proxy, when properly executed, will be voted in the matter directed herein by
the undersigned shareholder. If no direction is made, this Proxy will
be voted FOR each of the proposals.
Signature:
_________________________________
|
Date: ___________________, 2009
|
Print
Name:
_______________________________
|
Please
date and sign exactly as your name(s) appears hereon. If the shares
are registered in more than one name, each joint owner or fiduciary should sign
personally. When signing as executor, administrator, trustee or
guardian give full titles. Only authorized officers should sign for a
corporation.
13