SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the
Commission Only (As Permitted
|X| Definitive Proxy Statement by Rule 14a-6(e)(2))
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EUROWEB INTERNATIONAL CORP.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
(5) Total fee paid:
____________________________________________________________________
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
____________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
(3) Filing Party:
____________________________________________________________________
(4) Date Filed:
____________________________________________________________________
EUROWEB INTERNATIONAL CORP.
468 North Camden Drive, Suite 256(I)
Beverly Hills, California 90210
(Tel) (310) 860-5697
(Fax) (310) 860-5600
TO THE STOCKHOLDERS OF EUROWEB INTERNATIONAL CORP.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Euroweb International Corp., a Delaware corporation (the "Company" or
"Euroweb"), will be held at 2:00 p.m. (Los Angeles, California time), on Friday
August 11, 2006 at its corporate offices located at 468 North Camden Drive,
Suite 256(I), Beverly Hills, California 90210 for the following purposes:
1. To elect six (6) directors of the Company to serve until the 2007 Annual
Meeting of Stockholders or until their successors have been duly elected
and qualified;
2. To ratify the selection of Deloitte Kft. as our independent auditors for
the fiscal year ending December 31, 2006; and
3. To transact such other business as may properly come before the Meeting
and any adjournment or postponement thereof.
Only stockholders who own shares of our common stock at the close of business on
June 23, 2006 are entitled to notice of and to vote at the annual meeting. You
may vote your shares by:
o marking, signing and dating the enclosed proxy card as promptly as
possible and returning it in the enclosed postage-paid envelope;
o dialing the toll free number on the enclosed proxy card and casting
your vote in accordance with the instructions given to you on the
telephone; or
o casting your vote via the Internet at the website shown on the
enclosed proxy card.
You may also vote in person at the annual meeting, even if you use one of the
three options listed above.
We have enclosed with this Notice of Annual Meeting, a proxy statement, a form
of proxy and a copy of our annual report to stockholders. Our annual report is
not a part of this proxy statement.
By Order of the Board of Directors,
Stewart Reich, Chairman of the Board of Directors
Beverly Hills, California
July 13, 2006
EUROWEB INTERNATIONAL CORP.
468 North Camden Drive, Suite 256(I)
Beverly Hills, California 90210
(Tel) (310) 860-5697
(Fax) (310) 860-5600
PROXY STATEMENT FOR 2006 ANNUAL MEETING OF STOCKHOLDERS
The board of directors is soliciting proxies to be used at our August 11, 2006
annual meeting of stockholders. Please read and carefully consider the
information presented in this proxy statement and vote either by (i) completing,
dating, signing and returning the enclosed proxy in the enclosed postage-paid
envelope; (ii) by dialing the toll free number on the enclosed proxy card and
casting your vote; or (iii) visiting the website shown on the enclosed proxy
card and casting your vote.
This proxy statement, the form of proxy and our annual report will be mailed to
all stockholders on or about July 13, 2006. Our annual report is not a part of
this proxy statement.
INFORMATION ABOUT THE ANNUAL MEETING
WHEN IS THE ANNUAL MEETING?
Friday August 11, 2006, 2:00 P.M. Los Angeles, California time.
WHERE WILL THE ANNUAL MEETING BE HELD?
The meeting will be held at its corporate offices located at 468 North Camden
Drive, Suite 256(I), Beverly Hills, California 90210.
WHAT ITEMS WILL BE VOTED UPON AT THE ANNUAL MEETING?
You will be voting on the following matters:
1. ELECTION OF DIRECTORS. To elect six directors to serve until the 2007
Annual Meeting of stockholders or until their successors are duly elected
and qualified;
2. RATIFICATION OF AUDITORS. To ratify the selection of Deloitte Kft.
("Deloitte ") as independent auditors of the Company for the fiscal year
ending December 31, 2006; and
3. OTHER BUSINESS. To transact such other business as may properly come
before the annual meeting or any adjournment of the annual meeting.
WHO CAN VOTE?
Only holders of record of our common stock at the close of business on June 23,
2006 will be entitled to notice of and to vote at the annual meeting and any
adjournments of the annual meeting. You are entitled to one vote for each share
of common stock held on that date. On June 23, 2006, there were 5,843,067 shares
of our common stock outstanding and entitled to vote.
YOUR BOARD OF DIRECTORS HAS APPROVED EACH OF THE PROPOSALS SET FORTH HEREIN.
ACCORDINGLY, THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEE
DIRECTORS, AND THE RATIFICATION OF THE APPOINTMENT OF DELOITTE KFT. AS AUDITORS.
HOW DO I VOTE BY PROXY?
You may vote your shares by:
o VOTING BY MAIL. You may vote by mail by marking, signing and dating the
enclosed proxy card as promptly as possible and returning it in the
enclosed postage-paid envelope. Proxies should not be sent by the
stockholder to the Company, but to American Stock Transfer and Trust
Company, the Company's Registrar and Transfer Agent, at 59 Maiden Lane,
New York, New York 10038. A pre-addressed, postage-paid envelope is
provided for this purpose.
o VOTING BY TELEPHONE. You may vote by telephone by dialing the toll free
number on the enclosed proxy card and casting your vote in accordance with
the instructions given to you on the telephone. Telephone voting is
available 24 hours a day. If you vote by telephone you should not return
your proxy card.
1
o VOTING VIA THE INTERNET. You may vote via the Internet by visiting the
website shown on the enclosed proxy card. Internet voting is also
available 24 hours a day. If you vote via the Internet you should not
return your proxy card.
If you return your signed proxy card or vote by phone or the Internet before the
annual meeting, we will vote your shares as you direct. For the election of
directors, you may vote for (1) all of the nominees, (2) none of the nominees or
(3) all of the nominees except those you designate. For each other item of
business, you may vote "FOR" or "AGAINST" or you may "ABSTAIN" from voting.
If you return your signed proxy card but do not specify how you want to vote
your shares, we will vote them:
o "FOR" the election of all of our nominees for directors; and
o "FOR" the ratification of Deloitte Kft. as our independent auditors.
If any matters other than those set forth above are properly brought before the
annual meeting, the individuals named in your proxy card may vote your shares in
accordance with their best judgment.
HOW DO I CHANGE OR REVOKE MY PROXY?
You can change or revoke your proxy at any time before it is voted at the annual
meeting by:
1. Submitting another proxy by mail, telephone or internet with a more recent
date than that of the proxy first given;
2. Sending written notice of revocation to American Stock Transfer and Trust
Company, the Company's Registrar and Transfer Agent, at 59 Maiden Lane,
New York, New York 10038; or
3. Attending the annual meeting and voting in person. 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 meeting.
WHAT CONSTITUTES A "QUORUM" FOR THE ANNUAL MEETING?
One-third of the outstanding shares of the Company common stock entitled to vote
at the annual meeting, present or represented by proxy, constitutes a quorum. A
quorum is necessary to conduct business at the annual meeting. You will be
considered part of the quorum if you have voted by proxy. Abstentions, broker
non-votes and votes withheld from director nominees count as "shares present" at
the annual meeting for purposes of determining a quorum. However, abstentions
and broker non-votes do not count in the voting results. A broker non-vote
occurs when a broker or other nominee who holds shares for another does not vote
on a particular item because the broker or nominee does not have discretionary
authority for that item and has not received instructions from the owner of the
shares.
HOW MANY VOTES ARE REQUIRED?
o Directors nominees are elected by a plurality of the votes cast in person
or by proxy, provided that a quorum is present at the Meeting.
o The ratification of the director's selection of Deloitte Kft. as the
Company's independent auditors will require an affirmative vote of the
majority of the votes cast in person or by proxy, provided that a quorum
is present at the annual meeting.
WHO PAYS FOR THE SOLICITATION OF PROXIES?
The Company will pay the cost of preparing, printing and mailing material in
connection with this solicitation of proxies. We will, upon request, reimburse
brokerage firms, banks and others for their reasonable out-of-pocket expenses in
forwarding proxy material to beneficial owners of stock or otherwise in
connection with this solicitation of proxies.
WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING DUE?
Any stockholder proposals for the 2007 annual meeting must be received by us,
directed to the attention of the Company's secretary, Ms. Robin Ann Gorelick,
Euroweb International Corp., 468 North Camden Drive, Suite 256(I), Beverly
Hills, California 90210, USA, no later than December 15, 2006. The use of
certified mail, return receipt requested, is advised. To be eligible for
inclusion, a proposal must comply with our bylaws, Rule 14a-8 and all other
applicable provisions of Regulation 14A under the Securities Exchange Act of
1934.
2
PROPOSAL 1: ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
At the Meeting, six (6) directors are to be elected. Pursuant to the Company's
By-laws, all directors are elected to serve for the ensuing year and until their
respective successors are elected and qualified. Unless otherwise directed, the
persons named in the enclosed Proxy intend to cast all votes pursuant to proxies
received for the election of Stewart Reich, Gabor Ormosy, Ilan Kenig, Yossi
Attia, Robin Ann Gorelick and Gerald Schaffer (collectively, the "Nominees"). If
any of the Nominees becomes unavailable for any reason, which event is not
anticipated, the shares represented by the enclosed proxy will be voted for such
other person designated by the Board.
Vote required: Directors must be elected by a plurality of all votes cast at the
meeting. Votes withheld for any director will not be counted.
Voting by the Proxies: The Proxies will vote your shares in accordance with your
instructions. If you have not given specific instructions to the contrary, your
shares will be voted to approve the election of the nominees named in the Proxy
Statement. Although the Company knows of no reason why the nominees would not be
able to serve, if a nominee were not available for election, the Proxies would
vote your Common Stock to approve the election of any substitute nominee
proposed by the Board of Directors. The Board may also choose to reduce the
number of directors to be elected as permitted by our Bylaws.
General Information about the Nominees: The following information regarding the
Nominees, their occupations, employment history and directorships in certain
companies is as reported by the respective Nominees.
Stewart Reich, age 61, was Chief Executive Officer and President of Golden
Telecom Inc., Russia's largest alternative voice and data service provider as
well as its largest ISP, since 1997. In September 1992, Mr. Reich was employed
as Chief Financial Officer at UTEL (Ukraine Telecommunications), of which he was
appointed President in November 1992. Prior to that Mr. Reich held various
positions at a number of subsidiaries of AT&T Corp. Mr. Reich has been a
director of the Company since 2002. Mr. Reich is chairman of the board, as well
as head of the Audit Committee and the Compensation committee
Gabor Ormosy, age 35, served as the Chief Financial Officer of Elender from 2002
to 2004 where he was responsible for strategic planning, controlling, treasury,
accounting, administration, business development and investor relationships.
From 2000 to 2002, Mr. Ormosy served as the Chief Financial Officer for Webigen
Rt., which was a web developer and marketing company before merging into
Elender. Prior to joining Webigen Rt., Mr. Ormosy served in the corporate
finance department of CA IB Securities Ltd., Budapest where he was responsible
as project manager for deal execution and valuations in mergers & acquisitions
and capital market deals. Since 2002, Mr. Ormosy has also served as the
President of the Board of Directors of Wallizing Rt. and as a member of the
Board of Directors of Index Rt.
Yossi Attia, age 43, has been self employed as a real estate developer since
2000. Mr. Attia was appointed to the Company's Board on February 1, 2005. Prior
to entering into the real estate development industry, Mr. Attia served as the
Senior Vice President of Investments of Interfirst Capital from 1996 to 2000.
From 1994 though 1996, Mr. Attia was a Senior Vice President of Investments with
Sutro & Co. and from 1992 through 1994 Mr. Attia served as the Vice President of
investments of Prudential Securities. Mr. Attia received a BA in economics and
marketing from Haifa University in 1987 and a MBA from Pepperdine University in
1995. Mr. Attia held Series 7 and 63 securities licenses from 1991 until 2002.
Effective March 21, 2005, Mr. Attia was appointed as a member of the Audit
Committee and the Compensation committee. In June 2006, Mr. Attia was appointed
as the CEO of Euroweb RE Corp., a Nevada corporation and our wholly-owned
subsidiary. Upon his appointment as the CEO of Euroweb RE Corp. ("ERC"), Mr.
Attia is not considered to be an independent director. Consequently, Mr. Attia
resigned from all committees. After the annual meeting, the Board expects to
appoint Mr. Attia as CEO of the Company.
Ilan Kenig, age 44, has over 20 years of management, legal, venture capital and
investment banking experience with specific emphasis in the technology and
telecommunications arena. Mr. Kenig was appointed to the Company's Board on
February 1, 2005. Mr. Kenig joined Unity Wireless Corporation ("Unity"), a
designer, developer and manufacturer of wireless systems, as Vice President of
Business Development in December 2001 before assuming the position of President
and CEO in April 2002. From January 1999 until December 2001, Mr. Kenig pursued
international finance activities and mergers and acquisitions in New York. Mr.
Kenig was a founder of a law firm in Tel-Aviv representing technology and
telecommunications interests. Mr. Kenig holds a law degree from Bar-Ilan
University. Effective March 21, 2005, Mr. Kenig was appointed as a member of the
Audit Committee and the Compensation committee.
Robin Ann Gorelick, age 48, on June 1, 2006, the Board of Directors of the
Company appointed unanimously Robin Ann Gorelick as the Company's Secretary.
There are no understandings or arrangements between Ms. Gorelick and any other
person pursuant to which Ms. Gorelick was selected as an executive officer. Ms.
Gorelick does not have any family relationship with any director, executive
officer or person nominated or chosen by the Company to become a director or an
executive officer or any major shareholder.
From 1992 to present, Ms. Gorelick has served as the Managing Partner at the Law
Offices of Gorelick & Associates, specializing in the representation of various
public and private business entities. Ms. Gorelick received her J.D. and her
B.A. in Economics and Political Science from the University of California, Los
Angeles in 1982 and 1979, respectively. Ms. Gorelick is admitted to practice law
in California, the District of Columbia and Texas.
3
Gerald Schaffer, age 82, on June 22, 2006, the Board of Directors of the Company
appointed unanimously Mr. Schaffer as director as well as member of the Audit
and Compensation committees. There are no understandings or arrangements between
Mr. Schaffer and any other person pursuant to which Mr. Schaffer was selected as
a director. Mr. Schaffer does not have any family relationship with any
director, executive officer or person nominated or chosen by the Company to
become a director or an executive officer or any major shareholder.
Gerald Schaffer has been extensively active in corporate, community, public, and
government affairs for many years, having served on numerous governmental boards
and authorities, as well as public service agencies, including his current
twenty-one year membership on the Board of Directors for the American Lung
Association of Nevada. Additionally, Mr. Schaffer is a past member of the Clark
County Comprehensive Plan Steering Committee, as well as a former Commissioner
for Public Housing on the Clark County Housing Authority. For many years he
served as a Planning Commissioner for the Clark County Planning Commission,
which included the sprawling Las Vegas Strip. His tenure on these various
governmental entities was enhanced by his extensive knowledge of the federal
government. Mr. Schaffer is Chairman Emeritus of the Windsor Group and a
founding member of both Windsor and its affiliate - Gold Eagle Gaming. Over the
years the principals of Windsor have developed shopping and marketing centers,
office complexes, hotel/casinos, apartments, residential units and a wide
variety of large land parcels. Mr. Schaffer continues to have an active daily
role in many of these subsidiary interests. He is also President of the Barclay
Corporation, a professional consulting service, as well as the Barclay
Development Corporation, dealing primarily in commercial land acquisitions and
sales.
Directors are elected annually and hold office until the next annual meeting of
the stockholders of the Company and until their successors are elected and
qualified. Officers are elected annually and serve at the discretion of the
Board of Directors.
ROLE OF THE BOARD
Pursuant to Delaware law, our business, property and affairs are managed under
the direction of our board of directors. The board has responsibility for
establishing broad corporate policies and for the overall performance and
direction of the Company, but is not involved in day-to-day operations. Members
of the board keep informed of our business by participating in board and
committee meetings, by reviewing analyses and reports sent to them regularly,
and through discussions with our executive officers.
2005 BOARD MEETINGS
In 2005, the board met five times. No director attended less than 80% of all of
the combined total meetings of the board and the committees on which they served
in 2005.
BOARD COMMITTEES
The Company's board of directors has two standing committees, an Audit Committee
and a Compensation Committee. The Company does not have a nominating or similar
committee. Please refer to Annexes 1 and 2 to this Proxy Statement for
additional information regarding the role, membership and activities of the
Company's Audit Committee and Compensation Committee during the year ended
December 31, 2005.
ELECTION OF DIRECTORS REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
PLURALITY OF THE SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING.
SHARES OF COMMON STOCK REPRESENTED BY PROXY CARDS RETURNED TO US WILL BE VOTED
FOR THE NOMINEES LISTED ABOVE UNLESS YOU SPECIFY OTHERWISE. THE BOARD OF
DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF DIRECTORS.
4
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 2 ON THE PROXY CARD)
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed the firm of Deloitte Kft. as independent auditors of the Company for
the year ending December 31, 2006, subject to ratification of the appointment by
the Company's stockholders.
Additional information regarding the independence of Deloitte Kft. and the
amount of audit and other fees paid by the Company to Deloitte Kft. are
disclosed in Annex 1.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF DELOITTE KFT. AS AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2006.
5
BENEFICIAL OWNERSHIP OF EUROWEB COMMON STOCK OF PRINCIPAL
STOCKHOLDERS, DIRECTORS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of June 15, 2006 by (i) each person known by
the Company to own beneficially more than 5% of the outstanding Common Stock;
(ii) each director of the Company; (iii) each officer of the Company and (iv)
all executive officers and directors as a group. Except as otherwise indicated
below, each of the entities or persons named in the table has sole voting and
investment powers with respect to all shares of Common Stock beneficially owned
by it or him as set forth opposite its or his name.
Shares Percent
Name and Address Beneficially Owned(1) Owned (1)
--------------------------------- --------------------- ---------
KPN Telecom B.V. (4) 1,601,405 26.55%
Maanplein 5
The Hague, The Netherlands
Fleminghouse Investments Limited 522,054 8.93%
Chrysanthou Mylona 3, P.C.
3030 Limassol
Cyprus
CORCYRA d.o.o.(3) 2,326,043 39.81%
Verudela 17
Pula Croatia 52100
Graeton Holdings Limited 441,566 7.56%
256 Makarios Avenue,Eftapaton
Court, CY3105 Limassol, Cyprus;
Stewart Reich (6)(7) 75,000 1.28%
18 Dorset Lane,
Bedminister, NJ 07921
Gabor Ormosy 25,000 *
Fleminghouse Investments Limited
Chrysanthou Mylona 3, P.C. (6) (9)
3030 Limassol
Cyprus
Yossi Attia (5)(6)(8) 25,000 *
1061 1/2 Spalding Ave.
West Hollywood, CA 90046
Ilan Kenig (6)(8) 25,000 *
7438 Fraser Park Drive
Burnaby, BC Canada V5J 5B9
Moshe Schnapp (5)(6) 58,968 1.01%
846 N Huntley
West Hollywood, CA 90069
Robin Ann Gorelick (5) 0 *
468 N Camden Dr. # 244
Beverly Hills, CA 90210
Gerald Schaffer (6) 0 *
10120W. Flamingo Rd.# 4-167
Las Vegas, NV 89147
All Officers and Directors as a 208,968 3.57%
Group (6 Persons)
* Less than one percent
(1) Unless otherwise indicated, each person has sole investment and voting
power with respect to the shares indicated. For purposes of this table, a
person or group of persons is deemed to have "beneficial ownership" of any
shares which such person has the right to acquire within 60 days after
June 15, 2006. For purposes of computing the percentage of outstanding
shares held by each person or group of persons named above on June 15,
2006, any security which such person or group of persons has the right to
acquire within 60 days after such date is deemed to be outstanding for the
purpose of computing the percentage ownership for such person or persons,
but is not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(2) Intentionally left blank.
6
(3) Pursuant to a Stock Purchase Agreement dated as of January 28, 2005, by
and between KPN Telecom B.V. ("KPN Telecom"), a company incorporated under
the laws of the Netherlands, and CORCYRA d.o.o., a Croatian company
("CORCYRA"), (the "Purchase Agreement"), KPN Telecom sold to CORCYRA (i)
289,855 shares (the "Initial Shares") of our common stock for US
$1,000,000 (the "Initial Closing") and (ii) 434,783 shares (the "Secondary
Shares") of our common stock for US $1,500,000 on April 28, 2006. The
Initial Closing occurred on February 1, 2005. Pursuant to the Purchase
Agreement, CORCYRA has also agreed to purchase and, KPN has agreed to
sell, KPN Telecom's remaining 2,036,188 shares of our common stock (the
"Final Shares") on April 30, 2006 (the "Final Closing"); provided,
however, that upon 14 days' prior written notice to KPN Telecom, CORCYRA
may accelerate the Final Closing to an earlier month-end date as specified
in such notice; provided, further, that the Final Closing is subject to
the satisfaction or waiver of all of the conditions to closing set forth
in the Purchase Agreement. Accordingly, CORCYRA presently owns 724,638
shares of common stock and is deemed to own, pursuant to Rule 13d-3(d),
promulgated under the Securities Exchange Act of 1934, as amended, the
remaining 1,601,405 shares held by KPN Telecom.
(4) KPN Telecom B.V. is a subsidiary of Royal KPN N.V.
(5) An officer of the Company.
(6) A director of the Company.
(7) Includes an option to purchase 75,000 shares of common stock at an
exercise price of $4.21 per share. 25,000 options vest on April 13, 2004,
25,000 options vest on April 13, 2005, while 25,000 options vest on April
13, 2006
(8) Effective March 22, 2005 the Board of Directors granted the two new
directors 100,000 options each at an exercise price of $3.40 per share
under the 2004 Incentive Plan. Each directors options vest in four equal
installments of 25,000 shares on September 22, 2005, September 22, 2006,
September 22, 2007 and September 22, 2008.
(9) Effective June 2, 2005, the Board of Directors granted 100,000 options at
an exercise price of $4.05 per share under the 2004 Incentive Plan. The
options vest in four equal installments of 25,000 shares on December 2,
2005, December 2, 2006, December 2, 2007 and December 2, 2008.
The foregoing table is based upon 5,843,067 shares of common stock outstanding
as of June 15, 2006.
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more then 10 percent of
the Company's Common Stock, to file with the SEC the initial reports of
ownership and reports of changes in ownership of common stock. Officers,
directors and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Specific due dates for such reports have been established by the Commission and
the Company is required to disclose in this Proxy Statement any failure to file
reports by such dates during fiscal 2003. Based solely on its review of the
copies of such reports received by it, or written representations from certain
reporting persons that no Forms 5 were required for such persons, the Company
believes that during the fiscal year ended December 31, 2005, there was no
failure to comply with Section 16(a) filing requirements applicable to its
officers, directors and ten percent stockholders.
POLICY WITH RESPECT TO SECTION 162(m)
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
provides that, unless an appropriate exemption applies, a tax deduction for the
Company for compensation of certain executive officers named in the Summary
Compensation Table will not be allowed to the extent such compensation in any
taxable year exceeds $1 million. As no executive officer of the Company received
compensation during 2005 approaching $1 million, and the Company does not
believe that any executive officer's compensation is likely to exceed $1 million
in 2005, the Company has not developed an executive compensation policy with
respect to qualifying compensation paid to its executive officers for
deductibility under Section 162(m) of the Code.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and long term
compensation of the Company's Chief Executive Officer. The Company does not have
any other officer whose annual salary and bonus exceeds $100,000 as of December
31, 2005:
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- --------------------------------------
Bonus and Number of
Other Restricted Securities
Annual Stock Underlying All Other
Name and Year Ended Compensation Award(s) Options/SARs Compensation
Principal Position December 31, Salary ($) ($) ($) (#) ($)
--------------------- ------------ ---------- ------------ ---------- ------------ ------------
Csaba Toro, Director, 2005 $ 224,000 $ 150,000 -- 125,000 --
CEO, and Treasurer** 2004 $ 150,000 $ 100,000 -- 125,000 --
2003 $ 96,000 -- -- -- --
Moshe Schnapp, Director, 2005 *$ 177,083 -- -- -- --
President 2004 -- -- -- -- --
2003 -- -- -- -- --
7
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
There were other grants of Stock Options/SAR made to the named Executive and
President during the fiscal year ended December 31, 2005.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
YEAR-END OPTION/SAR VALUES
Number of
securities Value of the
underlying unexercised
unexercised in the
options money options
/SARs at /SARs at
Shares FY-end (#) FY-end ($)*
acquired on Value Exercisable/ Exercisable/
Name exercise (#) realized ($) Unexercisable Unexercisable
------------------------ ------------- ------------ -------------- -------------
Csaba Toro, CEO,
Director and Treasurer None None 62,500 $0.00
------------------------ ------------- ------------ -------------- -------------
* Fair market value of underlying securities (calculated by subtracting the
exercise price of the options from the closing price of the Company's Common
Stock quoted on the Nasdaq as of December 30, 2005), which was $3.55 per share.
None of Mr. Toro's options are presently in the money.
EMPLOYMENT AND MANAGEMENT AGREEMENTS
The Company entered into a six-year agreement with its Chief Executive Officer
and Director, Csaba Toro on October 18, 1999, which commenced January 1, 2000,
and provided for an annual compensation of $96,000. The agreement was amended in
2004 and 2005. The amended agreement provides for an annual salary of $200,000
and a bonus of up to $150,000 in 2005, and an annual salary of $200,000 and a
bonus of up to $150,000 in 2006, 2007 and 2008, as well as an annual car
allowance of $30,000 for the same period. On May 24, 2006, we entered into a
Severance Agreement with Mr. Toro in order to define the severance relationship
between the two parties. In consideration for Toro agreeing to relinquish and
release all rights and claims under the Employment Agreement including the
payment of his annual salary, we agreed to pay Toro $750,000. In addition, Toro
has submitted his resignation as Chief Executive Officer and as a director of
the Company effective June 1, 2006.
The Company has entered into a two-year employment agreement with Moshe Schnapp
as President and Director of the Company starting from April 15, 2005, which
grants an annual compensation of $250,000 to be paid in the form of Euroweb
shares of common stock. The number of shares to be received by Mr. Schnapp is
calculated based on the average closing price 10 days prior to the commencement
of each employment year. For the year ended April 14, 2006, Mr. Schnapp will
receive 82,781 Euroweb shares of common stock from which 58,968 were issued in
January 2006. For the year ended April 14, 2007, Mr. Schnapp will receive an
additional 76,103 Euroweb shares of common stock.
Mr. Schnapp's employment agreement mentioned above further provides that, if
employment is terminated other than for willful breach by the employee, for
cause or in event of a change in control of the Company, then the employee has
the right to terminate the agreement. In the event of any such termination, the
employee will be entitled to receive the payment due on the balance of his
employment agreement.
Mr. Schnapp has advised the Company that he intends to resign as the President
and a director after the annual meeting. The Company will pay Mr. Schnapp for
time served as per his employment agreement, without any compensation for early
termination.
Effective July 1, 2006, the Company entered into a five-year employment
agreement with Yossi Attia as the President of ERC which commenced on July 1,
2006 and provides for annual compensation of $240,000 and an annual bonus of not
less than $120,000 per year, as well as an annual car allowance for the same
period. Mr. Attia will be entitled to a special bonus equal to 10% of the EBITDA
of ERC (the "Special Bonus"), which such bonus is payable in shares of common
stock of the Company; provided, however, the Special Bonus is only payable in
the event that Mr. Attia remains continuously employed by ERC and Mr. Attia
shall not have sold shares of common stock of the Company on or before the
payment date of the Special Bonus unless such shares were received in connection
with the exercise of an option that was scheduled to expire within one year of
the date of exercise.
Mr. Attia's employment agreement mentioned above further provides that, if
employment is terminated other than for wilful breach by the employee, for cause
or in event of a change in control of the Company, then Mr. Attia has the right
to terminate the agreement. In the event of any such termination, Mr. Attia will
be entitled to receive the payment due on the balance of his employment
agreement
The Company has no pension or profit sharing plan or other contingent forms of
remuneration with any officer, director, employee or consultant, although
bonuses are paid to some individuals.
8
DIRECTOR COMPENSATION
Directors who are also officers of our company are not separately compensated
for their services as a director. Directors who are not officers receive cash
compensation for their services: $40,000 per year and an additional $5,000 if
they sit on a committee and an additional $5,000 if they sit as the head of such
committee. Non-employee directors are reimbursed for their expenses incurred in
connection with attending meetings of the Board or any committee on which they
serve and are eligible to receive awards under our 1993 Stock Option Plan.
STOCK OPTION PLAN
The Company's 1993 Stock Option Plan (the "Plan") permits the grant of options
to employees of the Company, including officers and directors, who are serving
in such capacities. An aggregate of 134,000 shares of Common Stock are
authorized for issuance under the Plan. At December 31, 2004, options for 46,000
Common Stock were outstanding and exercisable under the Plan. The Plan provides
that qualified and non-qualified options may be granted to officers, directors,
employees and consultants to the Company for the purpose of providing an
incentive to those persons to work for the Company.
2004 INCENTIVE PLAN
General
The 2004 Incentive Plan was adopted by the Board of Directors. The Board of
Directors has reserved 1,200,000 shares of Common Stock for issuance under the
2004 Incentive Plan. We are presently seeking stockholder approval for the
increase of the number of shares issuable under the 2004 Incentive plan to
1,200,000. Under the Plan, options may be granted which are intended to qualify
as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue
Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as
Incentive Stock Options thereunder.
The 2004 Incentive Plan and the right of participants to make purchases
thereunder are intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
2004 Incentive Plan is not a qualified deferred compensation plan under Section
401(a) of the Internal Revenue Code and is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Purpose
The primary purpose of the 2004 Incentive Plan is to attract and retain the best
available personnel for the Company in order to promote the success of the
Company's business and to facilitate the ownership of the Company's stock by
employees.
Administration
The 2004 Incentive Plan is administered by the Company's Board of Directors, as
the Board of Directors may be composed from time to time. All questions of
interpretation of the 2004 Incentive Plan are determined by the Board, and its
decisions are final and binding upon all participants. Any determination by a
majority of the members of the Board of Directors at any meeting, or by written
consent in lieu of a meeting, shall be deemed to have been made by the whole
Board of Directors.
Notwithstanding the foregoing, the Board of Directors may at any time, or from
time to time, appoint a committee (the "Committee") of at least two members of
the Board of Directors, and delegate to the Committee the authority of the Board
of Directors to administer the Plan. Upon such appointment and delegation, the
Committee shall have all the powers, privileges and duties of the Board of
Directors, and shall be substituted for the Board of Directors, in the
administration of the Plan, subject to certain limitations.
Members of the Board of Directors who are eligible employees are permitted to
participate in the 2004 Incentive Plan, provided that any such eligible member
may not vote on any matter affecting the administration of the 2004 Incentive
Plan or the grant of any option pursuant to it, or serve on a committee
appointed to administer the 2004 Incentive Plan. In the event that any member of
the Board of Directors is at any time not a "disinterested person", as defined
in Rule 16b-3(c)(3)(i) promulgated pursuant to the Securities Exchange Act of
1934, the Plan shall not be administered by the Board of Directors, and may only
by administered by a Committee, all the members of which are disinterested
persons, as so defined.
Eligibility
Under the 2004 Incentive Plan, options may be granted to key employees,
officers, directors or consultants of the Company, as provided in the 2004
Incentive Plan.
Terms of Options
The term of each Option granted under the Plan shall be contained in a stock
option agreement between the Optionee and the Company and such terms shall be
determined by the Board of Directors consistent with the provisions of the Plan,
including the following:
9
(a) PURCHASE PRICE. The purchase price of the Common Shares subject to each
ISO shall not be less than the fair market value (as set forth in the 2004
Incentive Plan), or in the case of the grant of an ISO to a Principal
Stockholder, not less that 110% of fair market value of such Common Shares
at the time such Option is granted. The purchase price of the Common
Shares subject to each Non-ISO shall be determined at the time such Option
is granted, but in no case less than 85% of the fair market value of such
Common Shares at the time such Option is granted.
(b) VESTING. The dates on which each Option (or portion thereof) shall be
exercisable and the conditions precedent to such exercise, if any, shall
be fixed by the Board of Directors, in its discretion, at the time such
Option is granted.
(c) EXPIRATION. The expiration of each Option shall be fixed by the Board of
Directors, in its discretion, at the time such Option is granted; however,
unless otherwise determined by the Board of Directors at the time such
Option is granted, an Option shall be exercisable for ten(10) years after
the date on which it was granted (the "Grant Date"). Each Option shall be
subject to earlier termination as expressly provided in the 2004 Incentive
Plan or as determined by the Board of Directors, in its discretion, at the
time such Option is granted.
(d) TRANSFERABILITY. No Option shall be transferable, except by will or the
laws of descent and distribution, and any Option may be exercised during
the lifetime of the Optionee only by him. No Option granted under the Plan
shall be subject to execution, attachment or other process.
(e) OPTION ADJUSTMENTS. The aggregate number and class of shares as to which
Options may be granted under the Plan, the number and class shares covered
by each outstanding Option and the exercise price per share thereof (but
not the total price), and all such Options, shall each be proportionately
adjusted for any increase decrease in the number of issued Common Shares
resulting from split-up spin-off or consolidation of shares or any like
Capital adjustment or the payment of any stock dividend.
Except as otherwise provided in the 2004 Incentive Plan, any Option granted
hereunder shall terminate in the event of a merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation of the Company.
However, the Optionee shall have the right immediately prior to any such
transaction to exercise his Option in whole or in part notwithstanding any
otherwise applicable vesting requirements.
(f) TERMINATION, MODIFICATION AND AMENDMENT. The 2004 Incentive Plan (but not
Options previously granted under the Plan) shall terminate ten (10) years
from the earlier of the date of its adoption by the Board of Directors or
the date on which the Plan is approved by the affirmative vote of the
holders of a majority of the outstanding shares of capital stock of the
Company entitled to vote thereon, and no Option shall be granted after
termination of the Plan. Subject to certain restrictions, the Plan may at
any time be terminated and from time to time be modified or amended by the
affirmative vote of the holders of a majority of the outstanding shares of
the capital stock of the Company present, or represented, and entitled to
vote at a meeting duly held in accordance with the applicable laws of the
State of Delaware.
FEDERAL INCOME TAX ASPECTS OF THE 2004 INCENTIVE PLAN
THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON
THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE PURCHASE OF SHARES UNDER
THE 2004 INCENTIVE PLAN. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES
NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX
STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE INCOME
TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT
MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER
THAN INCOME TAX CONSEQUENCES. THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT
HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN
THE 2004 Incentive Plan AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.
The 2004 Incentive Plan and the right of participants to make purchases
thereunder are intended to qualify under the provisions of Sections 421, 422 and
423 of the Code. Under these provisions, no income will be recognized by a
participant prior to disposition of shares acquired under the 2004 Incentive
Plan.
If the shares are sold or otherwise disposed of (including by way of gift) more
than two years after the first day of the offering period during which shares
were purchased (the "Offering Date"), a participant will recognize as ordinary
income at the time of such disposition the lesser of (a) the excess of the fair
market value of the shares at the time of such disposition over the purchase
price of the shares or (b) 15% of the fair market value of the shares on the
first day of the offering period. Any further gain or loss upon such disposition
will be treated as long-term capital gain or loss. If the shares are sold for a
sale price less than the purchase price, there is no ordinary income and the
participant has a capital loss for the difference.
If the shares are sold or otherwise disposed of (including by way of gift)
before the expiration of the two-year holding period described above, the excess
of the fair market value of the shares on the purchase date over the purchase
price will be treated as ordinary income to the participant. This excess will
constitute ordinary income in the year of sale or other disposition even if no
gain is realized on the sale or a gift of the shares is made. The balance of any
gain or loss will be treated as capital gain or loss and will be treated as
long-term capital gain or loss if the shares have been held more than one year.
In the case of a participant who is subject to Section 16(b) of the Exchange
Act, the purchase date for purposes of calculating such participant's
compensation income and beginning of the capital gain holding period may be
deferred for up to six months under certain circumstances. Such individuals
should consult with their personal tax advisors prior to buying or selling
shares under the 2004 Incentive Plan.
10
The ordinary income reported under the rules described above, added to the
actual purchase price of the shares, determines the tax basis of the shares for
the purpose of determining capital gain or loss on a sale or exchange of the
shares.
The Company is entitled to a deduction for amounts taxed as ordinary income to a
participant only to the extent that ordinary income must be reported upon
disposition of shares by the participant before the expiration of the two-year
holding period described above.
Restrictions on Resale
Certain officers and directors of our company may be deemed to be "affiliates"
of our company as that term is defined under the Securities Act. The Common
Stock acquired under the 2004 Incentive Plan by an affiliate may be reoffered or
resold only pursuant to an effective registration statement or pursuant to Rule
144 under the Securities Act or another exemption from the registration
requirements of the Securities Act.
ANNUAL REPORT ON FORM 10-KSB
The Company will provide upon request and without charge to each stockholder
receiving this Proxy Statement a copy of the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005, including the financial
statements and financial statement schedule information included therein, as
filed with the SEC.
OTHER BUSINESS
The Board of Directors is not aware of any matter other than the matters
described above to be presented for action at the Meeting. However, if any other
proper items of business should come before the Meeting, it is the intention of
the individuals named on your proxy card as the proxy holders to vote in
accordance with their best judgment on such matters.
By Order of the Board of Directors
By: /s/ Moshe Schnapp
-------------------------------------
Moshe Schnapp, Director and President
Dated: July 13, 2006
Los Angeles, California
11
ANNEX 1
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Membership and role of the Audit Committee
The Audit Committee of the board of directors reviews the internal accounting
procedures of the company and consults with and reviews the services provided by
our independent accountants. During 2005, the audit committee consisted of
Messrs. Stewart Reich, Yossi Attia and Ilan Kenig. Mr. Gerald Schaffer was
appointed an independent member of the Audit Committee on June 22, 2006 and Mr.
Attia resigned from the audit committee upon becoming the CEO of Euroweb RE
Corp, our wholly owned subsidiary.
As at December 31, 2005, a majority of the members of the Audit Committee
(Messrs. Reich, Kenig and Attia) were "independent" for purposes of the National
Association of Securities Dealers' listing standards. The Audit Committee
operates under a written charter adopted by the Board of Directors which is
included in the Company's Proxy Statement dated April 18, 2001.
The Audit Committee reviews the Company's financial reporting process on behalf
of the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process, including the system of internal
controls. The independent auditors are responsible for performing an independent
audit of the Company's consolidated financial statements in accordance with
generally accepted accounting principles and to issue a report thereon. The
Committee monitors these processes.
Review of the Company's audited financial statements for the fiscal year ended
December 31, 2005
In this context, the Committee met and held discussions with management and the
independent auditors. Management represented to the Committee that the Company's
consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States, and the Committee reviewed
and discussed the consolidated financial statements with management and the
independent auditors. The Committee also discussed with the independent auditors
the matters required to be discussed by Statement on Auditing Standards No. 61
(Codification of Statements on Auditing Standards, AU 380), as amended.
In addition, the Committee discussed with the independent auditors the auditors'
independence from the Company and its management, and the independent auditors
provided to the Committee the written disclosures and letter required by the
Independence Standards Board Standard No. 1 (Independence Discussions With Audit
Committees).
The Committee discussed with the Company's internal and independent auditors the
overall scope and plans for their respective audits. The Committee met with the
internal and independent auditors, with and without management present, to
discuss the results of their examinations, the evaluation of the Company's
internal controls, and the overall quality of the Company's financial reporting.
Based on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2005, for filing with the Securities and
Exchange Commission.
Audit Fees
Audit Fees. The aggregate fees billed by KPMG Hungaria Kft. ("KPMG"), our former
auditors, for professional services rendered for the audit of the Company's
annual financial statements for the years ended December 31, 2005 and 2004, and
for the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-QSB during the fiscal years were $192,000 and $217,000,
respectively.
Audit related fees: In 2004, KPMG fees for the audit of the 2003 US GAAP
financial statements of Euroweb Hungary Rt. (for 8-K filing purposes) was
$18,750 and fees for the restatement of the Company's 2003 financial statements
to reflect the "as-if" pooling of Euroweb Hungary Rt. for purposes of the SB-2
filing was $37,000. There were no audit related fees in 2003. Deloitte Kft.
provided an audit opinion for the financial statements of ELENDER Business
Communications Services Ltd. ("Elender") for the years ended December 31, 2003
and 2002, which was acquired by the Company on June 9, 2004. In addition,
Deloitte Kft. has provided consents for the inclusion of its report on Elender's
financial statements in a registration statement initially filed by the Company
on July 26, 2004 and amended on September 8, 2004, December 23, 2004 and
February 10, 2005. The aggregate fees paid to Deloitte Kft. were $56,000, which
were paid in 2004.
All Other Fees. The aggregate fees billed by KPMG for services rendered to the
Company, other than the services covered in "Audit Fees" and "Audit related
fees" and for the fiscal years ended December 31, 2004 and 2003 were $124,600
and EUR 33,000. - The 2004 fees relate to the SB-2 registration statement costs
($123,000), and miscellaneous tax advice ($1,600) provided during the course of
2004. The 2003 fees relate to assistance provide to Euroweb Romania in
connection with the Tax Authority Review on VAT.
12
For the fiscal year ended December 31, 2004 Deloitte rendered no information
technology services to the Company relating to financial systems design and
implementation, and no fees were billed by Deloitte to the Company for any such
services.
The Board of Directors has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.
Auditor Independence
The Audit Committee has considered whether, and has determined that, the
provision of services described under "All Other Fees" was compatible with
maintaining the independence of Deloitte as the Company's principal accountants.
MEMBERS OF THE AUDIT COMMITTEE
Independent Members:
/s/ Stewart Reich
------------------------------
Stewart Reich
/s/ Ilan Kenig
------------------------------
Ilan Kenig
13
ANNEX 2
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Compensation Committee of the board of directors i) reviews and recommends
to the board the compensation and benefits of our executive officers; ii)
administers our stock option plans and employee stock purchase plan; and iii)
establishes and reviews general policies relating to compensation and employee
benefits.
In 2005, the compensation committee consisted of Messrs. Reich, Attia and Kenig.
In 2006, Mr. Attia resigned as a member of the compensation committee and Mr.
Schaffer was appointed as a member of the compensation committee. Mr. Schaffer
is considered to be an independent member of the committee. No interlocking
relationships exist between the board of directors or compensation committee and
the board of directors or compensation committee of any other company. During
the past fiscal year the Compensation Committee had two (2) meetings. On January
28, 2005, Mr. Lipman resigned as a director of the Company and a member of the
Compensation Committee. On March 21, 2005, Mr. Cooper resigned as a director of
the Company and a member of the Compensation Committee. On March 21, 2005, the
Board of Directors appointed Mr. Attia and Mr. Kenig, both independent members
of the Board of Directors, to serve as members of the Compensation Committee.
MEMBERS OF THE COMPENSATION COMMITTEE
Independent Members:
/s/ Stewart Reich
------------------------------
Stewart Reich
/s/ Ilan Kenig
------------------------------
Ilan Kenig
14
PROXY
EUROWEB INTERNATIONAL CORP.
ANNUAL MEETING OF STOCKHOLDERS - TO BE HELD
August 11, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints MOSHE SCHNAPP and
YOSSI ATTIA and each of them, with full power of substitution in each, as
proxies for the undersigned, to represent the undersigned and to vote all the
shares of Common Stock of the Company which the undersigned would be entitled to
vote, as fully as the undersigned could vote and act if personally present, at
the Annual Meeting of Stockholders (the "Meeting") to be held on Friday August
11, 2006, at 2:00 P.M., local time, at its corporate offices located at 468
North Camden Drive, Suite 256(I), Beverly Hills, California 90210, or at any
adjournments or postponements thereof.
Should the undersigned be present and elect to vote at the Meeting or at any
adjournments or postponements thereof, and after notification to the Secretary
of the Company at the Meeting of the stockholder's decision to terminate this
proxy, then the power of such attorneys or proxies shall be deemed terminated
and of no further force and effect. This proxy may also be revoked by filing a
written notice of revocation with the Secretary of the Company or by duly
executing a proxy bearing a later date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR DIRECTOR
AND EACH OF THE LISTED PROPOSALS.
Proposal(1) The election as directors of all nominees listed below to serve
until the 2006 Annual Meeting of Stockholders or until their successors have
been duly elected and qualified (except as marked to the contrary).
Nominees:
01) Robin Ann Gorelick 02) Ilan Kenig 03) Stewart P. Reich
04) Gabor Ormosy 05) Yossi Attia 06) Gerald Schaffer
FOR ALL |_| WITHHOLD ALL |_| FOR ALL EXCEPT |_|
To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.
Proposal (2)Ratification of the appointment of DELOITTE KFT. as auditors of the
Company for the fiscal year ending December 31, 2006.
FOR |_| AGAINST |_| ABSTAIN |_|
The shares represented by this proxy will be voted as directed by the
stockholder, but if no instructions are specified, this proxy will be voted for
the election of the Board nominees and for proposal (2). If any other business
is presented at the Meeting, this proxy will be voted by those named in this
proxy in their best judgment. At the present time, the Board of Directors knows
of no other business to be presented at the Meeting.
The undersigned acknowledges receipt from the Company, prior to the execution of
this proxy, of the Notice of Annual Meeting and accompanying Proxy Statement
relating to the Meeting and an Annual Report to Stockholders for fiscal year
ended December 31, 2005.
NOTE: PLEASE MARK, DATE AND SIGN AS YOUR NAME(S) APPEAR(S) HEREON AND RETURN IN
THE ENCLOSED ENVELOPE. IF ACTING AS AN EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS, ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER IS
CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY DULY AUTHORIZED OFFICER. IF
SHARES ARE HELD JOINTLY, EACH SHAREHOLDER SHOULD SIGN.
Signature (Please sign within the box) [ _________________ ] DATE: _______, 2006
Signature (Joint owners) [ _________________ ] DATE: _______, 2006
15