UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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 BY RULE
14A-6(E)(2))
[X]
Definitive Proxy
Statement
[
] Definitive Additional Materials
[
] Soliciting Material Pursuant to Rule 14a-12
PLAYLOGIC ENTERTAINMENT,
INC
.
(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:
TA
BLE OF
CONTENTS
PLAYLOGIC ENTERTAINMENT,
INC
.
Concertgebouwplein
13, 1071 LL
Amsterdam,
The Netherlands
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
to be
held on May 28, 2008
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Stockholders of Playlogic Entertainment,
Inc., a Delaware corporation (“Playlogic” or the “Company”), will be held at
World Trade Center, Amsterdam, Place du Tertre, hall 11, Strawinskylaan 1, 1077
XX Amsterdam, The Netherlands, at 10:30 am local time, on May 28, 2008 for the
following purposes:
|
|
1.
|
To
elect four directors of the Company for terms expiring at the 2009 Annual
Meeting.
|
|
|
2.
|
To
transact such other business as may properly come before the meeting or
any adjournment thereof.
|
The close
of business on April 18, 2008 has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the
meeting.
|
|
|
|
|
|
By Order of
the Board of Directors,
|
|
|
|
|
|
|
Rogier
Smit
|
|
|
Executive
Vice President
|
|
Amsterdam, The
Netherlands
Dated:
May
2, 2008
|
|
IMPORTANT: WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. THIS WILL ENSURE THE
PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN
PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY
CARD
The
Company’s Annual Report to Stockholders for the fiscal year ended December 31,
2007 accompany this notice but is not incorporated as part of the Proxy
Statement and is not to be regarded as part of the proxy solicitation
materials.
PLA
YLOGIC ENTERTAINMENT, INC.
Concertgebouwplein
13, 1071 LL
Amsterdam,
The Netherlands
Annual
Meeting of Stockholders to be Held
on
May 28,
2008
PROXY STATEMENT
This Proxy Statement and the enclosed
proxy card are furnished to stockholders in connection with the solicitation by
the Board of Directors of Playlogic Entertainment, Inc.
, a Delaware
corporation (the “Company” or “Playlogic”), of proxies for use at the 2008
Annual Meeting of Stockholders (the “Annual Meeting”) of the Company to be held
on May 28, 2008 at 10:30 am local time, and at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Meeting. The Annual Meeting
will be held at World Trade Center, Amsterdam, Place du Tertre, hall 11,
Strawinskylaan 1, 1077 XX Amsterdam , The Netherlands. The proxy solicitation
materials are being mailed to stockholders on or about May 2,
2008.
The Board of Directors has fixed April 18,
2008 (close of business) as the record date for the determination of the
stockholders entitled to notice of and to vote at the Annual Meeting. On that
day, there were 41,532,580 shares of Playlogic common stock
outstanding.
A
majority of the outstanding shares of common stock entitled to vote at the
Annual Meeting must be present in person or by proxy in order for there to be a
quorum at the meeting. Stockholders of record who are present at the meeting in
person or by proxy and who abstain from voting, including brokers holding
customers’ shares of record who cause abstentions to be recorded at the meeting,
will be included in the number of stockholders present at the meeting for
purposes of determining whether a quorum is present.
Each
stockholder of record is entitled to one vote at the Annual Meeting for each
share of common stock held by such stockholder on the Record Date. Stockholders
do not have cumulative voting rights. Stockholders may vote their shares by
using the form of enclosed proxy for use at the Annual Meeting. The proxy may be
revoked by a stockholder at any time prior to the exercise thereof, and any
stockholder present at the Annual Meeting may revoke his proxy thereat and vote
in person if he or she so desires. When such proxy is properly executed and
returned, the shares it represents will be voted in accordance with any
instructions noted thereon. If no direction is indicated, all shares represented
by valid proxies received pursuant to this solicitation (and not revoked prior
to exercise) will be voted for the election of the nominees for directors named
in Item 1 and for the approval of the Company’s Long Term Incentive Option Plan
specified in Item 2 herein (unless authority to vote is withheld).
TH
E
COMPANY
Playlogic
Entertainment, Inc. was incorporated in the State of Delaware in May 2001, when
its name was Donar Enterprises, Inc. Initially, our plan was to engage in the
business of converting and filing registration statements, periodic reports and
other forms of small to mid-sized companies with the U.S. Securities and
Exchange Commission electronically through EDGAR. We had limited operations
until
June 30,
2005
, when we
entered into a share exchange agreement with Playlogic International N.V., a
corporation formed under the laws of The Netherlands that commenced business in
2002, and its shareholders. Pursuant to this agreement, the former shareholders
of Playlogic International became the owners of over approximately 91% of our
common stock, as described below. Playlogic International has become our
wholly-owned subsidiary and represents all of our commercial operations.
On
June
30,
2005
, we
entered into a share exchange agreement with Playlogic International N.V. and
Playlogic International's shareholders whereby all of the Playlogic
International shareholders exchanged all of their ordinary shares (which are
substantially similar to shares of common stock of a U.S. company) and priority
shares (which are substantially similar to shares of preferred stock of a U.S.
company) of Playlogic International for 21,836,924 shares of our common stock.
Pursuant to the share exchange agreement, the former shareholders of Playlogic
International received approximately 91.0% of our outstanding common stock. Of
the 21,836,924 shares of Playlogic Entertainment issued in the share exchange,
1,399,252 were placed in escrow with
the
Company
’s stock
transfer agent, Securities Transfer Corporation, as escrow agent. Following
review by our auditors and our filing of the financial statements of the first
quarter of 2006 these 1,399,252 shares in escrow were released to Halter
Financial Group, Inc. and its affiliates or their assigns.
On
August
2,
2005
, Donar
Enterprises Inc. merged with and into a wholly owned subsidiary named Playlogic
Entertainment, Inc. In connection with the
merger,
Donar's name was changed to Playlogic Entertainment, Inc. Playlogic
Entertainment, Inc. was formed specifically for the purpose of effecting the
name change.
Item 1
EL
ECTION OF
DIRECTORS
General
On June 21, 2007 we had our annual general
shareholder meeting for the election of directors for a term expiring on the
date of the annual meeting of the Company in 2008. Each of the four director
nominees recommended by the Board was reelected by the shareholders present at
the meeting, as follows:
|
Nominee
|
Number of Votes
For
|
|
Number of Votes
Withheld
|
|
Willem
M. Smit
|
15,997,961
|
|
0
|
|
Willy
Simon
|
15,997,961
|
|
0
|
|
George
Calhoun
|
15,997,961
|
|
0
|
|
Erik
van Emden
|
15,997,961
|
|
0
|
No other
matter was submitted to a vote of the holders of our common stock during this
meeting. During the second half of the fiscal year ending December 31,
2007, no other matters were submitted to a vote of holders of our common stock
through the solicitation of proxies or otherwise.
At the
Annual Meeting, the stockholders will vote on the election of four directors,
Willem M. Smit, Willy J. Simon, Erik L.A. van Emden, and George M. Calhoun. The
four individuals, all of whom are members of the present Board of Directors,
have been unanimously nominated for election as directors of the Company until
the next annual meeting and until their respective successors are elected and
qualified. The nominees have indicated that they are willing and able to serve
as directors. If any of these individuals becomes unable or unwilling to serve,
the accompanying proxy may be voted for the election of such other person as
shall be designated by the Board of Directors.
The
persons named in the proxy, who have been designated by the Company’s
management, intend, unless otherwise instructed on the proxy card, to vote for
the election to the Board of Directors of the persons named below. If any
nominee should become unavailable to serve, the proxy may be voted for the
election of another person designated by the Board of Directors. The Board of
Directors has no reason to believe any of the persons named will be unable to
serve if elected.
The
affirmative vote of the holders of a plurality of the shares of common stock
voting at the Annual Meeting is necessary for the election of directors. Brokers
do not have discretion to vote on this proposal without your instruction. If you
do not instruct your broker how to vote on this proposal, your broker will
deliver a non-vote on this proposal. Broker non-votes, if any, will have no
effect on the outcome of the vote on this proposal. Abstentions will have the
effect of a vote “against” the proposal.
The Board
of Directors recommends a vote for each nominee as a director.
Information Concerning Director
Nominees
Information
regarding each nominee for director is set forth in the following
table.
|
Name
|
Position
|
|
|
Willem
M. Smit
|
Director,
President and Chief Executive Officer
|
|
|
Willy
J. Simon
|
Chairman
of the Board of Directors
|
|
|
Erik
L.A. van Emden
|
Director
|
|
|
George
M. Calhoun
|
Director
|
|
Willem M. Smit
has been
the Chief Executive Officer of Playlogic International since 2001. In July 2005,
he became Chief Executive Officer of the Company. In 1976, he founded Datex
Software B.V., where he grew the company over nine years from 20 to 900
employees. Datex went public in 1985 and it merged with Getronics in 1987. Since
that time, Mr. Smit has been a private investor in various companies. He is the
father of Rogier W. Smit, the Company's Executive Vice President.
Willy J. Simon
has been
on Playlogic International N.V.'s Supervisory Board (which is similar to the
board of directors of a US company) since 2003. Since 2002 he has been the
Director of IMC Holding and Chairman of Bank Oyens & van Eeghen. From 2001
to 2002, he was an Advisor to the Board of NIB Capital. From 1997-2001, he was a
Board member of Fortis Bank. He also currently serves as a Non-Executive
Director of Redi & Partners, a hedge fund of hedge funds.
Erik L.A. van
Emden
has been
on Playlogic International N.V.'s Supervisory Board since December 2003. Since
1993 he has been an attorney with Bosselaar & Strengers. Since 1993 Van
Emden has been an attorney and partner with Bosselaar & Strengers, a law
firm based in Utrecht, the Netherlands, which focuses on large and medium-sized
companies. The firm specializes in practices including employment, liability
& insurance, real estate and corporate. Van Emden specializes in corporate
law and is coordinator of the corporate law practice group. Previously, Van
Emden was Board Member of the Amsterdam Stock Exchange and Member of the
Executive Board of Credit Lyonnais Bank Nederland N.V. He also held positions at
Barclays Bank and Algemene Bank Nederland. In addition, Van Emden currently
serves as a Director of several private Dutch companies.
George M. Calhoun
became a
non-executive director of the Company in November 2005. George Calhoun is
currently serving on the faculty of the Howe School of Technology Management at
the Stevens Institute of Technology in Hoboken, New Jersey. He was Chairman and
CEO of Illinois Superconductor Corporation (AMEX: ISO) from 1999 until 2002 and
at Airnet Communications (NASDAQ: ANCC), where he has been a board member since
2001 and Chairman of the Board since 2003. He has more than 23 years of
experience in high-tech wireless systems development, beginning in 1980 as the
co-founder of InterDigital Communications Corporation, where he participated in
the development of the first commercial application of digital TDMA radio
technology, and introduced the first wireless local loop system to the North
American telecommunications industry. Dr. Calhoun holds a Ph.D. in Systems
Science from the Wharton School at the University of Pennsylvania, as well as a
B.A. from the same university.
Information Concerning the Board of
Directors and the Audit Committee
During
2007, the Company's Board of Directors had four Directors. During 2007 the Board
met five times on an executive base.
Audit Committee
The
Company established an Audit Committee on October 31, 2005. Messrs. Calhoun
(Chair), Van Emden and Simon are the members of the Audit Committee.
The Audit
Committee assists the Board of Directors in its oversight of the integrity of
the Company's accounting, auditing and reporting practices. The Board of
Directors has determined that Mr. Simon possesses the attributes to be
considered financially sophisticated and has the background to be considered an
"audit committee financial expert" as defined by the rules and regulations of
the SEC. The Audit Committee will meet with the Company's independent
accountants at least annually to review the results of the Company's annual
audit and discuss the financial statements. The Committee will also meet
quarterly with our independent accountants to discuss the results of the
accountants' quarterly reviews as well as quarterly results and quarterly
earnings releases; recommend to the Board that the independent accountants be
retained; and receive and consider the accountants' comments as to internal
controls, adequacy of staff and management performance and procedures in
connection with audit and financial controls. The Audit Committee will review
all financial reports prior to filing with the SEC. The specific
responsibilities in carrying out the Audit Committee's oversight role are set
forth in the Audit Committee's Charter. All of the members of the Audit
Committee are independent directors as contemplated by Section 10A(m)(3) of the
Securities and Exchange Act, as amended.
During
2007 the Audit Committee met four times.
Compensation Committee
The
Company's Compensation Committee is responsible for establishing and
administering the Company's policies involving the compensation of all of its
executive officers. This committee consists of Messrs. Van Emden (Chair),
Calhoun and Simon and was formed on December 15, 2005. The Compensation
Committee operates pursuant to a charter approved by the Company's Board of
Directors.
During
2007 one meeting was held by the Compensation Committee.
Nominating and Governance
Committee
The
Company's Nominating and Governance Committee selects nominees for the Board of
Directors. This committee consists of Messrs. Simon (Chair), Calhoun and Van
Emden and was formed on December 15, 2005. The Nominating and Governance
committee utilizes a variety of methods for identifying and evaluating nominees
for director. Candidates may also come to the attention of the Nominating and
Governance committee through current board members, professional search firms
and other persons. The Nominating and Governance committee operates pursuant to
a charter approved by the Board of Directors.
During 2007 no meetings were held by the Governance Committee.
Code of Business Conduct and
Ethics
The
Company's board of directors has adopted in December 2005 a Code of Business
Conduct and Ethics that applies to all of our directors, officers and employees
and an additional Code of Business Ethics that applies to our Chief Executive
Officer and senior financial officers.
The
Company plans to satisfy the disclosure requirement under Item 5.05 of Form 8-K
relating to amendments to or waivers from provisions of these codes by
describing on our Internet website, located at
http://www.playlogicinternational.com, within four business days following the
date of a waiver or a substantive amendment, the nature of the amendment or
waiver, the date of the waiver or amendment, and the name of the person to whom
the waiver was granted.
Information
on the Company’s internet website is not, and shall not be deemed to be, a part
of this 10-KSB or incorporated into any other filings the Company makes with the
SEC.
Communication with
Directors
Stockholders
who wish to communicate with the entire Board or the non-management Directors as
a group may do so telephonically by calling (011) 31-20-676-0304 or by mail c/o
Secretary, Playlogic Entertainment, Inc., Concertgebouwplein, 1071 LL,
Amsterdam, The Netherlands. Communications are initially routed to the outside
counsel and, thereafter, are distributed to the Board, or to any individual
Director or Directors as appropriate, depending on the facts and circumstances
outlined in the communication. In that regard, the Board of Directors has
requested that certain items that are unrelated to the duties and
responsibilities of the Board should be excluded, such as spam, job inquiries,
business solicitations or product inquiries. In addition, material that is
unduly hostile, threatening, illegal or similarly unsuitable will be excluded,
with the provision that any communication that is filtered out must be made
available to any Director upon request.
As of May
26, 2008, the Company will move offices. The address as of that date will be
World Trade Center Amsterdam, Tower C, 10
th
floor,
Strawinskylaan 1041, 1077 XX Amsterdam, The Netherlands.
Director
Nomination
Criteria for Board
Membership.
In
selecting candidates for appointment or re-election to the Board, the Nominating
and Governance Committee considers the appropriate balance of experience, skills
and characteristics required of the Board of Directors, and seeks to insure that
at least a majority of the directors are independent under the rules of the
NASDAQ Stock Market, and that members of the Company’s Audit Committee meet the
financial literacy and sophistication requirements under the rules of the NASDAQ
Stock Market and at least one of them qualifies as an “audit committee financial
expert” under the rules of the Securities and Exchange Commission. Nominees for
director are selected on the basis of their depth and breadth of experience,
integrity, ability to make independent analytical inquiries, understanding of
the Company’s business environment, and willingness to devote adequate time to
Board duties.
Stockholder
Nominees.
The
Nominating Committee will consider written proposals from stockholders for
nominees for director. Any such nominations should be submitted to the
Nominating Committee c/o the Secretary of the Company and should include the
following information: (a) all information relating to such nominee that is
required to be disclosed pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (including such person’s written consent to being named in
the Proxy Statement as a nominee and to serving as a director if elected); (b)
the names and addresses of the stockholders making the nomination and the number
of shares of the Company’s common stock which are owned beneficially and of
record by such stockholders; and (c) appropriate biographical information and a
statement as to the qualification of the nominee, and should be submitted in the
time frame described in the Bylaws of the Company and under the caption,
“Stockholder Proposals for the Next Annual Meeting” below.
Process for Identifying and
Evaluating Nominees
. The
Nominating Committee believes the Company is well-served by its current
directors. In the ordinary course, absent special circumstances or a material
change in the criteria for Board membership, the Nominating Committee will
renominate incumbent directors who continue to be qualified for Board service
and are willing to continue as directors. If an incumbent director is not
standing for re-election, or if a vacancy on the Board occurs between annual
stockholder meetings, the Nominating Committee will seek out potential
candidates for Board appointment who meet the criteria for selection as a
nominee and have the specific qualities or skills being sought. Director
candidates will be selected based on input from members of the Board, senior
management of the company and, if the nominating committee deems appropriate, a
third-party search firm. The Nominating Committee will evaluate each candidate's
qualifications and check relevant references; in addition, such candidates will
be interviewed by at least one member of the nominating committee. Candidates
meriting serious consideration will meet with all members of the Board. Based on
this input, the Nominating Committee will evaluate which of the prospective
candidates is qualified to serve as a director and whether the committee should
recommend to the Board that this candidate be appointed to fill a current
vacancy on the Board, or presented for the approval of the stockholders, as
appropriate.
The
Company has never received a proposal from a stockholder to nominate a director.
Although the Nominating Committee has not adopted a formal policy with respect
to stockholder nominees, the committee expects that the evaluation process for a
stockholder nominee would be similar to the process outlined above.
Compensation Committee Interlocks and
Insider Participation
No
executive officer of the Company serves on the Board of Directors or
compensation committee of any entity that has one or more executive officers
serving on the Company's Board of Directors
. No
member of the Compensation Committee is, or ever has been, an employee or
officer of the Company.
Certain Relationships and Related
Transactions
Effective January 1, 2006 the Company entered into a service agreement
with Altaville Investments N.V., a company beneficially owned by its CEO Willem
M. Smit. The Company pays for certain service among others house keeping and
cleaning services provided by Altaville to the Company an annual aggregate
amount of $66,000 which is paid in four quarterly
installments.
EX
ECUTIVE
COMPENSATION
Executive Officers of the
Registrant
The Board
of Directors appoints the executive officers of the Company to serve until their
successors have been duly appointed and qualified. The following information
indicates the position, age and business experience of the current Playlogic
executive officers. Rogier W. Smit is the son of Willem M. Smit.
|
Name
|
Position
|
|
|
Willem
M. Smit
|
Chief
Executive Officer
|
|
|
Rogier
W. Smit
|
Executive
Vice President
|
|
|
Wilbert
Knol
|
Chief
Financial Officer
|
|
|
Pierre
Yves Thiercelin
|
Chief
Marketing & Sales Officer
|
|
|
Dominique
Morel
|
Chief
Technology Officer
|
|
See the
discussion included in the preceding section for the business experience of
Willem M. Smit.
Rogier W. Smit
co-founded Playlogic International N.V. and Playlogic Game Factory B.V. in 2001.
He has worked in various management positions at those two companies since then.
He has been Playlogic International N.V.'s Executive Vice President and Chief
Operating Officer since 2002.
Wilbert A. Knol
has
been
Chief
Financial Officer since 2006 and joined Playlogic in December 2005 as Controller
becoming Chief Financial Officer in November 2006.
Prior to
joining Playlogic, Knol was Director of Business Controlling for Hill-Rom EMEA
and held several executive positions at Hill-Rom within various departments from
1999 until 2005. From 1997 till 1999 Knol was Business Controller at Teva
Pharmaceuticals Europe. Knol worked in various roles at the international
business unit Assurance Services of Coopers & Lybrand in Rotterdam, the
Netherlands.
Wilbert
Knol has a RA qualification (CPA equivalent) received from the University of
Amsterdam (1999).Furthermore Wilbert Knol has experience with the Sarbanes-Oxley
act.
Mr. Pierre-yves Thiercelin,
Chief Marketing
& Sales Officer, joined Playlogic in March 2007 and was appointed Chief
Marketing & Sales Officer as of January 1, 2008. Mr Thiercelin actively
contributes to the further development of the company’s distribution network.
Mr. Thiercelin has over 9 years experience in international trade working for
various video games companies such as Midway, Novalogic and Ignition and also
for non video games companies such as Samsung.
Dominique Morel
has
joined the Company as Chief Technology Officer in September 2005. He has a key
strategic role in our business development, evaluation process and current and
future line-up. Before Morel joined the company, he was Project Evaluation &
Business Development Manager of Atari Europe. In this position he signed major
deals (Next-Gen, PC, PS2). He also initiated and established the "Business
Opportunities On-line Database" for Atari worldwide. In this period with Atari
he has acquired an extensive network in the European developer community. Prior
to this, Morel worked as Project Evaluation & Gameplay Consulting Manager
for Atari/Infogrames, which involved analyzing and ensuring the Gameplay and
Game Design Consulting for over 120 published games. All together Morel worked
with Atari for more than 10 years and has been an important internal consultant
for many production decisions for Atari worldwide.
EXE
CUTIVE
COMPENSATION
TABLE
The following table sets forth information
regarding compensation for the fiscal years ended December 31, 2005, 2006 and
2007 received by the individual who served as Playlogic International's Chief
Executive Officer during 2007 and Playlogic International’s other most highly
compensated executive officers whose total annual salary and bonus for fiscal
year 2007 exceeded $100,000 (the “Named Officers”).
Summary Compensation
Table
|
|
|
|
Long-Term
|
|
|
|
All
Other
|
|
|
Annual
Compensation
|
|
Compensation
Awards
|
|
Payouts
|
|
Compensation
|
|
Name
and Principal
Position
as
of
December
31, 2007
|
Year
|
Salary
€/($)
|
Bonus
($)
|
Other
Annual
Compensation
($)
|
|
Restricted
Stock
Awards
(2)
|
Securities
Underlying
Options/SARs
(#)
|
|
LTIP
Payouts
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willem
M. Smit
(1)
Chief
Executive Officer
|
2007
2006
2005
|
€0
€0
€0
|
|
--
|
|
|
200,000
(8)
|
|
--
|
|
|
|
Sloterhof
Investments N.V. (of which Mr. Willem M. Smit is the beneficial owner)
Managing Director
|
2007
2006
2005
|
€0
€0
€0
|
|
--
|
|
|
|
|
--
|
|
|
|
Rogier
W. Smit
Executive
Vice President
|
2007
2006
2005
|
€143,000/$196,098
€143,000/$188,559
€143,000/$178,250
|
|
--
|
|
|
200,000
(11)
|
|
--
|
|
|
|
Wilbert
Knol Chief Financial Officer a.i.
|
2007
2006
2005
|
€105,413/$144,554
€99,537/$131,249
€7,716/$10,174
|
|
|
|
|
60,000
(7)
|
|
|
|
|
|
Stefan
Layer Chief Marketing & Sales Officer / VP
|
2007
2006
2005
|
€143,000/$196,098
€143,000/$188,559
€143,000/$178,250
|
$16,800
$67,200
$67,200
|
--
|
|
$245,000
(3)
|
|
|
--
|
|
|
|
Maarten
Minderhoud General Counsel
|
2007
2006
2005
|
€143,000/$196,098
€143,000/$188,559
€143,000/$178,250
|
0
|
--
|
|
$21,000
(4)
|
40,000
(5)
|
|
--
--
|
|
|
|
Dominique
Morel Chief Technology Officer
|
2007
2006
2005
|
€143,000/$196,098
€143,000/$188,559
€143,000/$178,250
|
0
|
--
|
|
|
100,000
(9)
100,000
(6)
|
|
--
--
|
|
|
|
Pierre-Yves
Thiercelin
International
Sales Director
(10)
|
2007
2006
2005
|
€
48,500/$66,500
-
-
|
|
--
|
|
|
75,000
(10)
|
|
--
|
|
|
____________________
|
(1)
|
Willem
M. Smit, the Company's Chief Executive Officer, will not receive any
salary until there are positive cash flows from operations. Currently, the
Company only pays Mr. Smit for his business related expenses, and it
provides him a company car.
|
|
(2)
|
Calculated
by multiplying the amount of restricted stock by the restated value for
Dutch income tax purposes of the restricted stock grant ($.70 per
share).
|
|
(3)
|
In
connection with Mr. Layer’s employment arrangement, we sold 364,556
restricted shares to Mr. Layer, our Chief Marketing & Sales Officer at
an aggregate price of $1. The restricted shares have two years’ lock-up
period during which Mr. Layer cannot sell the
shares.
|
|
(4)
|
In
connection with Mr. Minderhoud’s employment arrangement with the Company
we sold 30,000 restricted shares to Mr. Minderhoud at an aggregate price
of $1. The restricted shares have a two-year lock up period during which
Mr. Minderhoud can not sell the
shares.
|
|
(5)
|
We
granted to Mr. Minderhoud, 40,000 options to purchase shares of our common
stock at an exercise price of $3.50 per share. A total of 10,000 shares of
these options vested on October 1, 2007, and the remaining options will
vest in three equal installments on September 1, 2008, September 1, 2009
and September 1, 2010.
|
|
(6)
|
We
granted to Mr. Morel, 100,000 options to purchase shares of our common
stock at an exercise price of $3.50 per share. A total of 25,000 shares of
these options vested on October 1, 2007, and the remaining options will
vest in three equal installments on October 1, 2008, October 1, 2009 and
October 1, 2010
|
|
(7)
|
We
granted to Mr. Knol, 60,000 options to purchase shares of our common stock
at an exercise price of $2.50 per share. A total of 20,000 shares of these
options will vest on May 4, 2008, and the remaining options will vest in
two equal installments on May 4, 2009, May 4,
2010.
|
|
(8)
|
We
granted to Mr. W.M. Smit 200,000 options to purchase shares of our common
stock at an exercise price of $1.30 per share. A total of 66,666 shares of
these options will vest on August 28, 2009, and the remaining options will
vest in two equal installments on August 28, 2010 and August 28,
2011.
|
|
(9)
|
We
granted to Mr. R.W. Smit and Mr. D. Morel, 200,000 resp 100,000 options to
purchase shares of our common stock at an exercise price of $1.30 per
share. A total of 100,000 shares of these options will vest on August 28,
2009, and the remaining options will vest in two equal installments on
August 28, 2010 and August 28,
2011.
|
|
(10)
|
We
granted to Mr. P.Y. Thiercelin, 75,000 options to purchase shares of our
common stock at an exercise price of $1.30 per share. A total of 25,000
shares of these options will vest on August 28, 2009, and the remaining
options will vest in two equal installments on August 28, 2010 and August
28, 2011. Mr. Thiercelin joined the Company in March 2007 as International
Sales Director.
|
Employment
Agreements
In
July 2005, Playlogic International amended an existing employment agreement
(effective February 1, 2002) with Rogier Smit, Executive Vice President. The
agreement is for an indefinite period, but can be terminated by the Company upon
twelve months notice or by Mr. Smit upon six months notice. Mr. Smit´s starting
salary was $9,427 (€7,500) per month. On July 1, 2005, his base salary increased
to $15,009 (€11,000) per month. In addition to his salary, Mr. Smit is entitled
to a company car. Pursuant to the agreement, Mr. Smit is also subject to
confidentiality, non-competition and invention assignment
requirements.
In
January 2005, Playlogic International entered into an employment agreement with
Stefan Layer, Chief Marketing & Sales Officer, effective as of April 1,
2005. Pursuant to the terms of the agreement, Mr. Layer is responsible for
marketing, sales and licensing. The agreement is for an indefinite period, but
can be terminated by the Company upon six months notice or by Mr. Layer upon
three months notice. Mr. Layer's starting salary is $15,009 (€11,000) per month.
In addition to his salary, Mr. Layer is entitled to an annual bonus equal to 1%
of our net profit of the net consolidated year figures after taxes and a company
car. Under this agreement, Mr. Layer received 500,000 ordinary shares of
Playlogic International at a nominal value of $0.068 (€0.05) per share which
were exchanged for 364,556 shares of the Company's common stock. Such shares are
subject to a two-year lock up period. After the lock up period Mr. Layer will be
permitted to sell up to 50% of his shares each year. If Mr. Layer terminates the
agreement or is dismissed, the shares he still owns must be sold back to the
Company at nominal value. Pursuant to the agreement, Mr. Layer is also subject
to confidentiality, non-competition and invention assignment requirements.
Mr Layer will leave the Company as per May 31,
2008.
In August
2005, Playlogic International entered an employment contract with Maarten
Minderhoud as General Counsel effective as of September 1, 2005. The agreement
is for an indefinite period but can be terminated by the Company upon six months
notice or by Mr. Minderhoud upon 3 months notice. Mr. Minderhoud’s starting
salary will be $15,055 (€11,034) per month. . In addition to his salary, Mr.
Morel is entitled to a company car. On September 1, 2005, pursuant to the
agreement, Mr. Minderhoud received 30,000 shares of the Company's common stock
at par value of $0.001. Such shares will be subject to a two-year lock up
period. After the lock up period Mr. Minderhoud will be permitted to sell up to
50% of his shares each year. Pursuant to the agreement, Mr. Minderhoud was
granted 40,000 options to purchase shares of common stock of the Company at an
exercise price of $3.50 per share. 10,000 of these options vest on September1,
2007, and 10,000 of the remaining options will vest on September1, 2008,
September1, 2009 and September 1, 2010. Pursuant to the agreement, Mr.
Minderhoud is also subject to confidentiality, non-competition and invention
assignment requirements. Mr. Minderhoud left the Company as of January 31,
2008.
In August 2005, Playlogic International entered
an employment contract with Dominique Morel as Chief Technology Officer
effective as of September 14, 2005. The agreement is for an indefinite period
but can be terminated by the Company upon six months notice or by Mr. Morel upon
3 months notice. Mr. Morel’s starting salary will be $15,008.50 (€11,000) per
month. In addition to his salary, Mr. Morel is entitled to a company car.
Pursuant to the agreement, Mr. Morel was granted 100,000 options to purchase
shares of common stock of the Company at an exercise price of $3.50 per share.
25,000 of these options vest on October 1, 2007, and 25,000 of the remaining
options will vest on October 1, 2008, October 1, 2009 and October 1, 2010.
Pursuant to the agreement, Mr. Morel is also subject to confidentiality,
non-competition and invention assignment requirements.
In November 2006, Playlogic International amended
the existing employment agreement of Wilbert Knol (Corporate controller as of
December 1, 2005) as Chief Financial Officer ad interim effective as of November
1, 2006. The agreement is for an indefinite period but can be terminated by the
Company upon two months notice or by Mr. Knol upon 1 months notice. Mr. Knol’s
starting salary as CFO a.i. will be $12,310.45 (€9,336) per month. In addition
to his salary, Mr. Knol is entitled to a company car. Pursuant to the agreement
we granted to Mr. Knol, 60,000 options to purchase shares of our common stock at
an exercise price of $2.50 per share. A total of 20,000 shares of these options
will vest on May 4, 2008, and the remaining options will vest in two equal
installments on May 4, 2009, May 4, 2010. Pursuant to the agreement, Mr. Knol is
also subject to confidentiality, non-competition and invention assignment
requirements.
In March
2007 , Mr. Pierre-Yves Thiercelin, Chief Marketing & Sales Officer,
joined Playlogic and was appointed Chief Marketing & Sales Officer as of
January 1, 2008. Mr Thiercelin actively contributes to the further development
of the company’s distribution network. Mr. Thiercelin has over 9 years
experience in international trade working for various video games companies such
as Midway, Novalogic and Ignition and also for non video games companies such as
Samsung.
Stock
Options and Stock Appreciation Rights
Since
August 2007, the Company has a stock option plan for its employees.
The
following table contains information concerning the grant of stock options under
individual employment arrangements with the Names Executive Officers made during
the fiscal year of 2007.
|
W.M
Smit, Chief Executive Officer
|
|
|
200,000
|
|
|
R.W.
Smit, Executive Vice President
|
|
|
200.000
|
|
|
D.
Morel, Chief Technology Officer
|
|
|
100.000
|
|
|
P.Y.
Thiercelin, Director of Sales
|
|
|
75.000
|
|
|
B.
Mulderij, Marketing Manager
|
|
|
75.000
|
|
|
M.
Janse, Executive Producer
|
|
|
25.000
|
|
|
O.
Klooster, Assistant Controller
|
|
|
25.000
|
|
|
I.
Frid, Managing Director
|
|
|
15.000
|
|
|
L.
Leatomu, PA to the CEO
|
|
|
10.000
|
|
|
|
|
|
|
725.000
|
Option
grants
On August 28, 2007, the Company granted to Willy J. Simon, the Company’s
Chairman and Non Executive Director, 112,500 options to purchase shares of the
Company’s common stock at an exercise price of $1.35 per share. A total of
112,500 shares of these options will vest on April 1, 2008. The options will
expire after 3 years.
On August
28, 2008, the Company granted to George M. Calhoun, one of the Company’s Non
Executive Directors, 62,500 options to purchase shares of the Company’s common
stock at an exercise price of $1.35 per share. A total of 62,500 shares of these
options will vest on April 1, 2008. The options will expire after 3
years.
On August
28, 2008, the Company granted to Erik L.A. van Emden, one of the Company’s Non
Executive Directors, 62,500 options to purchase shares of the Company’s common
stock at an exercise price of $1.35 per share. A total of 62,500 shares of these
options will vest on April 1, 2008. The options will expire after 3
years.
On August
28, 2008, the Company granted a number of employees and officers a total of
725,000 options (in accordance with the table below) to purchase shares of the
Company’s common stock at an exercise price of $1.35 per share. These options
will vest for 33,33% on August 28, 2009, and the remaining options will vest in
two equal installments on August 28, 2010 and August 28, 2011. The options will
expire after 4 years.
A summary of our stock options for the two years ended December 31, 2007
is as follows:
|
|
|
Number
of shares
|
|
|
Weighted-average
exercise price
|
|
|
Weighted-average
remaining contractual term (months)
|
|
|
Aggregate
intrinsic
value
|
|
|
Outstanding
at December 31, 2006 (none exercisable)
|
|
|
350,000
|
|
|
$
|
3.07
|
|
|
|
44
|
|
|
$
|
493,060
|
|
|
Granted
|
|
|
962,500
|
|
|
$
|
1.30
|
|
|
|
41
|
|
|
$
|
182,471
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
Forfieted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
Expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
Outstanding
at December 31, 2007
|
|
|
1,312,500
|
|
|
$
|
1.77
|
|
|
|
42
|
|
|
$
|
675,531
|
|
|
Exercisable
at December 31, 2007
|
|
|
35,000
|
|
|
$
|
3.50
|
|
|
|
45
|
|
|
$
|
96,145
|
|
|
Vested
at December 31, 2007
|
|
|
35,000
|
|
|
$
|
3.50
|
|
|
|
45
|
|
|
$
|
96,145
|
|
Restricted stock awards are expensed on a
straight-line basis over the vesting period, which typically ranges from two to
five years. As of December 31, 2007, the total future unrecognized compensation
cost, net of estimated forfeitures, related to outstanding unvested restricted
stock is approximately $302,000 and will be recognized as compensation expense
on a straight-line basis over the remaining vesting period, which is through
fiscal year ended December 31, 2011. The Company recognized $373,000 of
stock-based compensation related to its restricted stock awards for the year
ended December 31, 2007.
The fair
value of options granted during 2007 was estimated at the grant date using the
Black-Scholes option-pricing model. The Black-Scholes option
valuation model was developed for use in estimating the fair value of traded
options, which do not have vesting restrictions and are fully transferable. In
addition, option valuation models require the input of highly subjective
assumptions, including the expected stock price volatility. Because the
Company's employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options. The
following table summarizes the assumptions and variables used to compute the
weighted average fair value of stock option grants:
|
Risk-free
interest rate
|
4%
|
|
|
Dividend
yield
|
0%
|
|
|
Volatility
factor
|
51.35%
|
|
|
Weighted-average
expected life
|
4
Years
|
|
Option
Exercises and Holdings
During
the fiscal year ended December 31, 2007, no options were exercised.
Directors’
Compensation
Each
non-employee director is paid an annual cash retainer in the amount of $30,000
($36,000 for the Chairman) for attending the meetings of the Board of Directors
or its committees at which there is a quorum, whether in person or by telephone.
In addition, all directors are eligible for reimbursement of their expenses in
attending meetings of the Board of Directors or its committees. Further, each
non-employee director is granted per year of service options to purchase share
of the Company’s common stock with a cash equivalent equal to the annual cash
retainer.
Indemnification
of Officers and Directors
Our
Certificate of Incorporation provides that we will indemnify any officer or
director, or former officer or director, to the fullest extent permitted by law.
Our bylaws provide for the indemnification of our directors, officers,
employees, and agents, under certain circumstances, against expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of our Company. We will also bear the
expenses of such litigation for any of our directors, officers, employees, or
agents, upon such person's promise to repay us therefore if it is ultimately
determined that any such person shall not have been entitled to
indemnification.
AUDIT
COMMITTEE
George
Calhoun, Chairman
Willy J.
Simon
Erik L.A.
van Emden
RE
PORT OF THE AUDIT COMMITTEE
Under the guidance of a written charter adopted by the Board of Directors
and enclosed with this Proxy Statement as Appendix A, the purpose of the
Audit Committee is to oversee the accounting and financial reporting processes
of the Company and audits of its financial statements. The responsibilities of
the Audit Committee include appointing and providing for the compensation of the
independent accountants. Each of the members of the Audit Committee meets the
independence requirements of Nasdaq.
Management has primary responsibility for the
system of internal controls and the financial reporting process. The independent
accountants have the responsibility to express an opinion on the financial
statements based on an audit conducted in accordance with generally accepted
auditing standards.
In this context and in connection with the
audited financial statements contained in the Company’s Annual Report on
Form 10-KSB, the Audit Committee:
|
|
·
|
reviewed
and discussed the audited financial statements as of and for the fiscal
year ended December 31, 2007 with the Company’s management and the
independent accountants;
|
|
|
·
|
discussed
with Cordovano & Honeck, CPA, the Company’s independent auditors, the
matters required to be discussed by Statement of Auditing Standards
No. 61, Communication with Audit Committees, as amended by Statement
of Auditing Standards No. 90, Audit Committee
Communications;
|
|
|
·
|
reviewed
the written disclosures and the letter from Cordovano & Honeck, CPA
required by the Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, discussed with the
auditors their independence, and concluded that the non-audit services
performed by Cordovano & Honeck, CPA are compatible with maintaining
their independence;
|
|
|
·
|
based
on the foregoing reviews and discussions, recommended to the Board of
Directors that the audited financial statements be included in the
Company’s 2007 Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007 filed with the Securities and Exchange Commission;
and
|
|
|
·
|
instructed
the independent auditors that the Audit Committee expects to be advised if
there are any subjects that require special attention.
|
|
|
|
|
DISC
LOSURE CONTROLS AND PROCEDURES
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. Such controls and procedures, by their nature, can provide only
reasonable assurance regarding management's control objectives.
As
of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures (as defined
in Rules 13a-15 and 15d-15 of the Exchange Act). Based upon this evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that the information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission rules and
forms. It should be noted that the design of any system of control is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote. There have been
no significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out the
evaluation.
While
we believe that our existing disclosure controls and procedures have been
effective to accomplish their objectives, we intend to continue to examine,
refine and formulize our disclosure controls and procedures and to monitor
ongoing developments in this area.
There
was no change in internal control over financial reporting during the most
recently completed fiscal year that has materially affected, or is reasonably
likely to materially affect our internal controls over financial
reporting.
SE
CURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth, as of December 31, 2007, information concerning the
ownership of all classes of common stock of the Company of (i) all persons known
to the Company to beneficially own 5% or more of the Company’s common stock,
(ii) each director of the Company, (iii) the Named Executive Officers and (iv)
all directors and executive officers of the Company as a group. Share ownership
includes shares issuable upon exercise of outstanding options that are
exercisable within 60 days of December 31, 2007.
|
Name
and Address
(1)
|
|
Number
of Shares
of
Common Stock
|
|
|
Percentage
of
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
Sloterhof
Investments N.V.
Pietermaai
15
Curacao,
Netherlands Antilles
|
|
|
7,303,357
|
|
|
|
18.95
|
%
|
|
Castilla
Investments B.V.
Concertgebouwplein
13
1071
LL Amsterdam
The
Netherlands
|
|
|
1,777,496
|
|
|
|
4.6
|
%
|
|
Wind
Worth Luxembourg Holding S.A.H
19
Rue de l’Industrie
8069
Betrange
Luxembourg
|
|
|
2,138,874
|
|
|
|
5.55
|
%
|
|
Willem
Smit
(2)
|
|
|
7,303,357
|
|
|
|
18.95
|
%
|
|
Rogier
Smit
(3)
|
|
|
1,777,496
|
|
|
|
4.6
|
%
|
|
Stefan
Layer
|
|
|
364,556
|
|
|
|
*
|
|
|
Erik
L.A. van Emden
|
|
|
0
|
|
|
|
*
|
|
|
Willy
J. Simon
|
|
|
87,494
|
|
|
|
*
|
|
|
George
M. Calhoun
|
|
|
200
|
|
|
|
*
|
|
|
All
directors and executive officers as a group
|
|
|
9,533,103
|
|
|
|
24.74
|
%
|
______________
*Less
than 1%
(1)
Unless otherwise indicated, the address is our address at Concertgebouwplein 13,
1071 LL Amsterdam, The Netherlands.
(2)
Includes shares held by Sloterhof Investments N.V.
(3)
Includes shares held by Castilla Investments B.V.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
On April
2, 2007, the Company’s Board of Directors authorized the appointment of
Cordovano and Honeck, CPA’s of Englewood Colorado as the Company's new
independent auditors for periods subsequent to the September 30, 2006. The
Company, its Board of Directors and/or management, did not consult with
Cordovano and Honeck at any time prior to the April 2, 2007 appointment,
regarding the Company's two most recent fiscal years ended December 31, 2006 and
2005, the subsequent interim period through the April 2, 2007 filing of the Form
8-K announcing this appointment event, and any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.
Audit
Fees.
The
aggregate fees billed by Cordovano & Honeck for professional services
rendered for the review of financial statements included in the Company's Forms
10-QSB for the quarters ended March 31, 2007, June 30, 2007 and September 30,
2007 as included in the Company’s Forms 10-QSB as well as for the audit of the
financial statements ended December 31, 2007 as included in the Company’s 10-KSB
were $99,000.
The
aggregate fees billed by DVR Accountants for professional services rendered for
assistance in the review of financial statements included in the Company's Forms
10-QSB for the quarter ended March 31, 2007, June 30, 2007 and September 30,
2007 as well as for the audit of the financial statements ended December 31,
2007 as included in the Company’s 10-KSB were $78,000.
Audit-Related
Fees.
No fees
were billed for assurance and related services that are reasonably related to
the performance of the audit or review of our financial statements, for the
years ended December 31, 2007.
Tax
Fees.
The
aggregate fees billed for tax compliance, tax advice or tax planning services by
DRV for the fiscal year ended December 31, 2007 were $8,150.
All
Other Fees.
There were no fees billed for products and services, other than the services
described in the paragraphs captions “Audit Fees”, “Audit-Related Fees”, and
“Tax Fees” above for the years ended December 31, 2007.
Beneficial
Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 and regulations of the SEC
thereunder require the Company’s executive officers and directors, and persons
who own more than ten percent of a registered class of the Company’s equity
securities, to file reports of initial ownership and changes in ownership with
the SEC. Based solely on its review of copies of such forms received by the
Company, or on written representations from certain reporting persons that no
other reports were required for such persons, the Company believes that during
2006, all of the Section 16(a) filing requirements applicable to its executive
officers, directors and ten percent stockholders were complied with on a timely
basis.
Stockholder
Proposals To Be Presented At Next Annual Meeting
In
order to be considered for inclusion in the proxy materials to be distributed in
connection with next year’s Annual Meeting, stockholder proposals for such
meeting must be received by the Company at its principal office at a reasonable
time prior to the Company's beginning to print its proxy materials for next
year's Annual Meeting and must satisfy the conditions established by the SEC for
stockholder proposals. As to all such matters which the Company does not have
notice on or prior to a reasonable time prior to the Company's beginning to
print its proxy materials for next year's Annual Meeting, discretionary
authority shall be granted to the persons designated in the Company’s proxy
related to the 2008 Annual Meeting to vote on such proposal.
WHE
RE YOU CAN FIND MORE INFORMATION
The
Company files annual, quarterly, and current reports, proxy statements and other
documents with the Securities and Exchange Commission. You may read and copy any
document we file at the SEC’s public reference room at Judiciary Plaza Building,
450 Fifth Street, N.W., Room 1024, Washington D.C. 20549. You should call
1-800-SEC-0330 for more information on the public reference room. The SEC
maintains an internet site at http://www.sec.gov where certain information
regarding issuers (including the Company) may be found.
OT
HER MATTERS
Expenses
of Solicitation
The
accompanying proxy is solicited by and on behalf of the Board of Directors of
the Company, and the entire cost of such solicitation will be borne by the
Company. Proxies may also be solicited by directors, officers and employees of
the Company, without additional compensation, by personal interview, telephone
and facsimile. Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
and annual reports to the beneficial owners of stock held of record by such
persons, and the Company will reimburse them for reasonable out-of-pocket and
clerical expenses incurred by them in connection therewith.
Discretionary
Authority
The
Annual Meeting is called for the specific purposes set forth in the Notice of
Meeting and discussed above, and also for the purpose of transacting such other
business as may properly come before the Annual Meeting. At the date of this
Proxy Statement, the Company does not expect that any other matters will be
submitted for consideration at the Annual Meeting other than those specifically
referred to above. If any other matters properly come before the Annual Meeting,
the proxy holders will be entitled to exercise discretionary authority to the
extent permitted by applicable law.
By Order
of the Board of Directors,
Rogier W.
Smit
Executive
Vice President
Dated:
April 18, 2008
AP
P
ENDIX A
AUDIT
COMMITTEE CHARTER
Adopted
by the Board of Directors of Playlogic Entertainment, Inc.
Purpose
The
purpose of the Audit Committee (the “Committee”) of the board of directors (the
“Board”) of Playlogic Entertainment, Inc. (the “Company”) is to oversee the
accounting and financial reporting processes of the Company and audits of its
financial statements and the effectiveness of the Company’s internal control
over financial reporting. Notwithstanding the foregoing, however, the Committee
is not responsible for planning or conducting audits, or determining whether the
Company’s financial statements are complete and accurate or in accordance with
generally accepted accounting principles.
Composition
The
Committee shall be composed of three or more directors, as determined by the
Board, each of whom shall be “independent”, as that term is defined in Section
10A(m) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the
applicable rules and regulations ("Regulations") of the SEC, and shall meet the
independence and financial literacy requirements of Nasdaq. At least one member
of the Committee shall be an “audit committee financial expert”, as that term is
defined in the Regulations, and shall have past employment experience in finance
or accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in the individual’s financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.
Responsibilities
The
Committee is charged by the Board with the responsibility to:
1.
Appoint and provide for the compensation of a “registered public accounting
firm” (as that term is defined in Section 2(a) of the Sarbanes-Oxley Act of
2002) to serve as the Company’s independent auditor, oversee the work of the
independent auditor (including resolution of any disagreements between
management and the independent auditor regarding financial reporting), evaluate
the performance of the independent auditor and, if so determined by the
Committee, replace the independent auditor; it being acknowledged that the
independent auditor is ultimately accountable to the Board and the Committee, as
representatives of the stockholders.
2.
Ensure the receipt of, and evaluate the written disclosures and the letter that
the independent auditor submits to the Committee regarding the auditor’s
independence in accordance with Independence Standards Board Standard No. 1,
discuss such reports with the auditor, oversee the independence of the
independent auditor and, if so determined by the Committee in response to such
reports, take appropriate action to address issues raised by such
evaluation.
3.
Discuss with the independent auditor the matters required to be discussed by SAS
61, as it may be modified or supplemented.
4.
Instruct the independent auditor and the internal auditor, if any, to advise the
Committee if there are any subjects that require special attention.
5.
Instruct the independent auditor to report to the Committee on all critical
accounting policies of the Company, all alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with management, ramifications of the use of such alternative
disclosures and treatments and the treatment preferred by the independent
auditor, and other material written communication between the independent
auditor and management, and discuss these matters with the independent auditor
and management.
6.
Meet with management and the independent auditor, together and separately, to
discuss the annual financial statements and the report of the independent
auditor thereon, and to discuss significant issues encountered in the course of
the audit work, including: restrictions on the scope of activities; access to
required information; the adequacy of internal controls, including any special
steps adopted in light of any significant deficiencies or material weaknesses in
the design or operation of internal control over financial reporting identified
during the course of the annual audit, and the adequacy of disclosures about
changes in internal control over financial reporting; the adequacy of the
disclosure of off-balance sheet transactions, arrangements, obligations and
relationships in reports filed with the SEC; and the appropriateness of the
presentation of any non-GAAP financial measures (as defined in the Regulations)
included in any report filed with the SEC or in any public disclosure or
release.
7.
Review and discuss with management and the independent auditor management’s
report on internal control over financial reporting, and the independent
auditor’s audit of the effectiveness of the Company’s internal control over
financial reporting and its attestation report, prior to the filing of the Form
10-K.
8.
Review the management letter delivered by the independent auditor in connection
with the audit.
9.
Following such review and discussions, if so determined by the Committee,
recommend to the Board that the annual financial statements be included in the
Company’s annual report on Form 10-K.
10.
Meet quarterly with management and the independent auditor to discuss the
quarterly financial statements prior to the filing of the Form 10-Q;
provided that this responsibility may be delegated to the chairman of the
Committee or a member of the Committee who is a financial expert.
11.
Meet at least once each year in separate executive sessions with management, the
internal auditor, if any, and the independent auditor to discuss matters that
any of them or the Committee believes could significantly affect the financial
statements and should be discussed privately.
12.
Have such direct and independent interaction with members of management,
including the Company’s chief financial officer and chief accounting officer, as
the Committee believes appropriate.
13.
Review significant changes to the Company’s accounting principles and practices
proposed by the independent auditor, the internal auditor, if any, or
management.
14.
Review the scope and results of internal audits, if any.
15.
Evaluate the performance of the internal auditor, if any, and, if so determined
by the Committee, recommend replacement of the internal auditor.
16.
If there is an internal auditor, obtain and review periodic reports on the
internal auditor's significant recommendations to management and management's
responses.
17.
Conduct or authorize such inquiries into matters within the Committee’s scope of
responsibility as the Committee deems appropriate.
18.
Provide minutes of Committee meetings to the Board, and report to the
Board on any significant matters arising from the Committee’s work.
19.
At least annually, review and reassess this Charter and, if appropriate,
recommend changes to the Board.
20.
Prepare the Committee report required by the Regulations to be included in the
Company’s annual proxy statement.
21.
Establish a procedure for receipt, retention and treatment of any complaints
received by the Company about its accounting, internal accounting controls or
auditing matters and for the confidential and anonymous submission by employees
of concerns regarding questionable accounting or auditing matters.
22.
Approve, in accordance with Sections 10A(h) and (i) of the Exchange Act,
the Regulations and the Auditing Standards of the Public Company Accounting
Oversight Board, all professional services, to be provided to the Company by its
independent auditor, provided that the Committee shall not approve any non-audit
services proscribed by Section 10A(g) of the Exchange Act in the absence of an
applicable exemption. The Committee may adopt policies and procedures for the
approval of such services which may include delegation of authority to a
designated member or members of the Committee to approve such services so long
as any such approvals are disclosed to the full Committee at its next scheduled
meeting.
23.
Review and approve all related party transactions.
Authority
By
adopting this Charter, the Board delegates to the Committee full authority in
its discretion to:
1.
Perform each of the responsibilities of the Committee described
above.
2.
Appoint a chair of the Committee, unless a chair is designated by the
Board.
3.
Engage and oversee independent counsel and other advisers as the Committee
determines necessary to carry out its responsibilities.
4.
Cause the officers of the corporation to provide such funding as the Committee
shall determine to be appropriate for payment of compensation to the Company’s
independent auditor and any legal counsel or other advisers engaged by the
Committee, and payment of ordinary administrative expenses of the audit
committee that are necessary or appropriate in carrying out its
duties.
AP
P
ENDIX B
COMPENSATION
COMMITTEE CHARTER
Adopted
by the Board of Directors of Playlogic Entertainment, Inc.
Purpose
The
purposes of the Compensation Committee (the “Committee”) established pursuant to
this charter are to assist the Company's Board of Directors (the "Board") in the
discharge of its responsibilities with respect to compensation for the Company’s
executive officers and independent directors, report annually to the Company’s
stockholders on executive compensation matters, administer the Company’s
equity-based compensation plans, and take or cause to be taken such other
actions and address such other matters as the Board may from time to time
authorize or permit the Committee to undertake or assume responsibility
for.
Membership
and Power to Act
The
Compensation Committee will be comprised of at least two members of the Board of
Directors.
Unless
a chair is elected by the Board, the members of the Committee may designate a
chair by vote of the Committee.
As
long as the Company’s Common Stock remains publicly traded, each member of the
Committee will, to the extent that the Board has members satisfying such
criteria, be (1) “independent” as defined under applicable Nasdaq (or applicable
stock exchange) rules (except as otherwise permitted under such rules), (2) a
“non-employee director” under Rule 16b-3(b)(3)(i) promulgated under the
Securities Exchange Act of 1934, and (3) as an “outside director” under the
rules promulgated under Section 162(m) of the Internal Revenue Code of
1986.
The
Board reserves the right at any time to revoke or change the authority delegated
hereunder, and the Board simultaneously reserves to itself all authority
delegated hereunder to the Committee. This reservation of authority does not in
any way limit the Committee’s authority to act definitively on matters delegated
to it hereunder.
The
Committee may act by unanimous written consent.
Responsibilities
The
authority delegated to the Committee is set forth below. This description of
authority is intended as a guide and the Committee may act and establish
policies and procedures that are consistent with these guidelines or are
necessary or advisable, in its discretion, to carry out the intent of the Board
in delegating such authority and to fulfill the responsibilities of the
Committee hereunder. The following authority shall in all cases be subject to
compliance with applicable SEC and Nasdaq rules.
1.
The Committee has exclusive authority to determine the amount and form of
compensation paid to the Company’s Chief Executive Officer, and to take such
action, and to direct the Company to take such action, as is necessary and
advisable to compensate the CEO in a manner consistent with its determinations.
The Committee will review at least annually the Chief Executive Officer’s
performance, including in light of goals and objectives established for such
performance, and in light of such review determine his or her
compensation.
2.
The Committee has authority to determine the amount and form of compensation
paid to the Company’s executive officers, officers, employees, consultants and
advisors and to review the performance of such persons in order to determine
appropriate compensation, as well as to establish the Company’s general
compensation policies and practices and to administer plans and arrangements
established pursuant to such policies and practices. The Committee has authority
to take such action, and to direct the Company to take such action, as is
necessary and advisable to compensate such persons and to implement such
policies and practices in a manner consistent with its determinations. It is
expected that the Committee may delegate its authority on these matters with
regard to non-officer employees and consultants of the Company to officers and
other appropriate Company supervisory personnel.
3.
The Committee has authority to administer the Company’s equity compensation
plans, including without limitation to recommend the adoption of such plans, to
recommend the reservation of shares of Common Stock for issuance thereunder, to
amend and interpret such plans and the awards and agreements issued pursuant
thereto, and to make awards to eligible persons under the plans and determine
the terms of such awards.
4.
The Committee has authority to select, engage, compensate and terminate
compensation consultants, legal counsel and such other advisors as it deems
necessary and advisable to assist the Committee in carrying out its
responsibilities and functions as set forth herein. Compensation paid to such
parties and related expenses will be borne by the Company and the Company will
make appropriate funding available to the Committee for such
purposes.
5.
The Committee may delegate its authority granted under this charter to a
subcommittee of the Committee (consisting either of a subset of members of the
Committee or, after giving due consideration to whether the eligibility criteria
described above with respect to Committee members and whether such other Board
members satisfy such criteria, any members of the Board). In addition, to the
extent permitted by applicable law, the Committee may delegate to one or more
officers of the Company (or other appropriate supervisory personnel) the
authority to grant stock options and other stock awards
to employees (who are
not executive officers or members of the Board) of the Company or of any
subsidiary of the Company
.
6.
The Committee will prepare an annual report to the Company’s stockholders on
executive compensation that will be included in the Company’s proxy statement
for its annual stockholders’ meeting in accordance with the rules and
regulations of the Securities and Exchange Commission.
7.
The Committee will make regular reports to the Board with respect to significant
actions and determinations made by the Committee.
8.
The Committee will from time to time review this charter and make
recommendations to the Board with regard to appropriate changes to the
charter.
9.
The Committee will from time to time review its own performance and report on
its conclusions in this regard to the Board.
10.
The Committee has the authority to perform such other activities and
functions as are required by law, applicable Nasdaq (or stock exchange) rules or
provisions in the Company’s charter documents, or as are otherwise necessary and
advisable, in its or the Board’s discretion, to the efficient discharge of its
duties hereunder.
Reports
The
Committee will record its actions and determinations in written form. These
records will be incorporated as a part of the minutes and actions of the
Board.
AP
P
ENDIX C
NOMINATING
AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Adopted
by the Board of Directors of Playlogic Entertainment, Inc.
Purpose
The
purpose of the Nominating
and Corporate
Governance Committee (the “Committee”) of the board of directors (the “Board”)
of Playlogic Entertainment, Inc.
(the “Company”) is to
identify individuals qualified to serve as members of the Board of the Company,
and select nominees for election as directors of the Company, evaluate the
Board’s performance and provide oversight with respect to corporate governance
and ethical conduct.
Composition
The
Committee shall be composed of two or more directors, as determined by the board
of directors, each of whom shall satisfy the requirements of
Nasdaq.
Responsibilities
The
Committee is charged by the Board with the responsibility to (subject in all
cases to compliance with applicable SEC and Nasdaq rules):
1.
Identify and evaluate individuals, including individuals proposed by
stockholders, qualified to serve as members of the Board, and select nominees
for election as directors of the Company at the next annual or special meeting
of stockholders at which directors are to be elected, and identify, evaluate and
recommend to the Board individuals to fill any vacancies or newly created
directorships that may occur between such meetings.
2.
Recommend to the Board directors for appointment to its committees and, as
appropriate, recommend rotation or removal of directors from Board
committees.
3.
From time to time, review and assess the Company's code of ethics and code of
conduct and recommend changes for approval by the Board.
4.
Oversee evaluations of the performance of the Board and discuss the evaluation
with the full Board.
5.
Provide minutes of Committee meetings to the Board, and report to the Board on
any significant matters arising from the Committee’s work.
6.
At least annually, review and reassess this Charter and, if appropriate,
recommend changes to the Board.
7.
Make recommendations to the Board regarding issues of management
succession.
8.
Perform such other duties and responsibilities as may be assigned to the
Committee by the Board.
Authority
By
adopting this Charter, the Board delegates to the Committee full authority in
its discretion to:
1.
Perform each of the responsibilities of the Committee described
above.
2.
Delegate such of its authority and responsibilities as the Committee deems
proper to members of the Committee or a subcommittee.
3.
Appoint a chair of the Committee, unless a chair is designated by the
Board.
4.
Engage and terminate search firms, independent counsel and other advisers
as the Committee determines necessary to carry out its responsibilities, and
approve the fees and other terms of retention of any such search firms,
independent counsel and other advisers.
5.
Cause the officers of the Company to provide such funding as the
Committee shall determine to be appropriate for payment of compensation to any
search firm or other advisers engaged by the Committee.
PLAYLOGIC
ENTERTAINMENT, INC.
PROXY
SOLICITED
BY THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 28, 2008
The
undersigned hereby appoints Willem M. Smit, Chief Executive Officer, or Rogier
W. Smit, Executive Vice President, or either of them, as proxies, with the power
to appoint his/her substitute, and hereby authorizes him/her to represent and to
vote, as designated below, all of the common stock of Playlogic Entertainment,
Inc., which the undersigned would be entitled to vote if personally present at
the Annual Meeting of stockholders to be held at at World Trade Center,
Amsterdam, Place du Tertre, hall 11, Strawinskylaan 1, 1077 XX Amsterdam, The
Netherlands, at 10:30 am local time, on May 28, 2008 and at any adjournments of
the Annual Meeting, upon the proposals described in the accompanying notice of
the Annual Meeting and the Proxy Statement relating to the Annual Meeting,
receipt of which is hereby acknowledged.
THE
BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE IN FAVOR OF ALL
PROPOSALS
Item 1.
To elect 4 persons as
Directors of Playlogic Entertainment, Inc. for a term expiring at the 2009
Annual Meeting.
Willem
M. Smit
Erik
L.A. van Emden
Willy
J. Simon
George
M. Calhoun
|
o
FOR
all
nominees listed above (except as indicated below)
|
o
WITHHOLD
authority to
vote for all nominees listed above
|
INSTRUCTION:
To withhold
authority for any individual nominees, mark “FOR” above, and write the nominees’
names in this space.
_______________________________________________________________________
This
proxy when properly executed will be voted in the manner directed by the
undersigned stockholder. If no direction to the contrary is indicated, it will
be voted FOR the proposal. Discretionary authority is hereby conferred as to all
other matters which may come before the Annual Meeting.
If stock
is held in the name of more than one person, all holders must sign. Signatures
should correspond exactly with the name or names appearing on the stock
certificate(s). When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
___________________________________________
________________________
Signature
of
Stockholder Date
___________________________________________
________________________
Print Name(s) of
Stockholder(s) Date
Please
mark, sign and date this Proxy, and return it in the enclosed return-addressed
envelope. No postage necessary
I WILL
________ WILL NOT________ ATTEND THE SPECIAL
STOCKHOLDERS MEETING
PLEASE
RETURN PROXY AS SOON AS POSSIBLE
- 29 -
Playlogic Entertainment (CE) (USOTC:PLGC)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Playlogic Entertainment (CE) (USOTC:PLGC)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
