Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
We issued securities, which were not registered under the Securities Act of 1933, as amended, as follows:
During the quarter ended December 31, 2009, we issued 500,000 shares of restricted common stock to certain consultants, as part of their compensation for services rendered or settlement for payments owed. Additionally, 1,250,000 shares previously issued to certain employees vested on October 6, 2009.
With respect to these transactions, we relied on Section 4(2) of the Securities Act of 1933, as amended. The investors are all accredited investors or certain persons outside the United States, and were given complete information concerning us and represented that the shares were being acquired for investment purposes. The issuance was made
without general solicitation or advertising. The appropriate restrictive legend was placed on the certificate and stop transfer instructions were issued to the transfer agent.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We held our Annual Meeting of Stockholders on December 2, 2009, for the purpose of (1) electing six directors, (2) ratifying the appointment of L.L. Bradford & Company as the Company's independent accountants for the fiscal year ending June 30, 2010, (3) approving an amendment to our Articles of Incorporation to increase the number of
authorized shares of common stock from 100,000,000 to 200,000,000, and (4) approving our 2009 Restricted Stock Plan. The following summarizes the voting results:
ITEM (1). Stockholders elected Anthony N. LaPine, Vincent Browne, Bill Burbank, Stephen Keaveney, Robert Lanz and Michael Butler each until the next Annual Meeting of Stockholders or until their successors have been duly elected and qualified. The vote for each director was as follows:
Directors
Votes For
% of Shares Voted For
Votes Withheld
% of Votes Withheld
Anthony N. LaPine
55,899,164
95.25
%
2,791,119
4.75
%
Vincent Browne
55,995,152
95.41
%
2,695,131
4.59
%
Bill Burbank
58,604,928
99.86
%
85,355
0.14
%
Stephen Keaveney
55,994,896
95.41
%
2,695,387
4.59
%
Robert Lanz
58,613,584
99.87
%
76,699
0.13
%
Michael Butler
55,995,021
95.41
%
2,695,262
4.59
%
30
ITEM (2). The appointment of L.L. Bradford & Company as the Company's independent accountants for the fiscal year ending June 30, 2010 was approved. The vote was as follows:
Votes For
% of Shares Voted For
Votes Against
Votes Abstained
Broker Non-Votes
58,624,203
99.88
%
61,767
4,312
--
ITEM (3). An amendment to our Articles of Incorporation to increase the Company’s total authorized shares of common stock from 100,000,000 to 200,000,000 was approved. The vote was as follows:
Votes For
% of Shares Voted For
Votes Against
Votes Abstained
Broker Non-Votes
55,670,110
94.85
%
3,018,062
2,111
--
ITEM (4). Stockholders voted to approve our 2009 Restricted Stock Plan. The vote was as follows:
Votes For
% of Shares Voted For
Votes Against
Votes Abstained
Broker Non-Votes
54,676,547
95.37
%
2,651,297
989
1,361,450