SCHEDULE
14A INFORMATION STATEMENT
Information
Statement Pursuant to Section 14A
of
the
Securities Exchange Act of 1934
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appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)
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Definitive
Information Statement
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UNIVERSAL
ENERGY CORP.
(Name
of
Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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o
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11:
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form
or
Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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___________
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
___________
Notice
is
hereby given to the holders of the shares of common stock of Universal Energy
Corp. (the "
Company
"
or
"
Universal
")
that
the Annual Meeting of Stockholders will be held at ______ a.m., Eastern
Daylight Savings Time, on __________, 2008, at the 3300 Las Vegas Blvd. South,
Las Vegas, Nevada 89109, to consider and act upon the following matters:
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1.
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To
elect two (2) individuals to serve on the Board of Directors for a
term of one year or until their successors are duly elected and qualified.
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2.
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To
approve an amendment to the amended Articles of Incorporation to
increase
the authorized common shares from 250,000,000 to
1,500,000,000.
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3.
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To
approve the Universal Energy Corp. 2006 Non-Statutory Stock Option
Plan.
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4.
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To
ratify the selection of Cross, Fernandez & Riley, LLP as the Company's
independent registered public accounting firm for 2008.
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5.
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To
consider and act upon such other matters as may properly come before
the
meeting and any adjournments or postponements thereof.
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Only
stockholders of record at the close of business on July 4, 2008 are
entitled to notice of the meeting and to vote at the meeting or any adjournment
or postponement thereof.
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By
Order of the Board of Directors
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/s/
Dyron M. Watford
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Dyron
M. Watford, Chairman of the Board
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Lake
Mary, Florida
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August
___, 2008
UNIVERSAL
ENERGY CORP.
Annual
Meeting of Stockholders
____________,
2008
PROXY
STATEMENT
INTRODUCTION
TABLE
OF CONTENTS
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QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
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Why
am I receiving these materials?
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1
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What
am I voting on?
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1
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Who
can vote at the annual meeting?
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1
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Am
I a stockholder of record for purposes of the annual
meeting?
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2
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What
if my shares are held in an account at a brokerage firm, bank or
dealer?
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2
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How
do I vote?
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2
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How
are votes counted?
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2
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How
many votes are needed to approve each proposal?
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3
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How
many votes do I have?
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3
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What
is the quorum requirement?
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3
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What
does it mean if I receive more than one proxy card?
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3
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What
if I return a proxy card but do not make specific choices?
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3
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Can
I change my vote after submitting my proxy?
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3
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How
can I find out the results of the voting at the annual
meeting?
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4
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Who
is paying for this proxy solicitation?
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4
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When
are stockholder proposals due for next year’s annual
meeting?
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4
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PROPOSAL
NO. 1 ELECTION OF DIRECTORS
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Background
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4
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Information
Concerning Directors
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4
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Vote
Required; Board Recommendation
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5
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PROPOSAL
NO. 2 APPROVAL
OF AN AMENDMENT FO THE COMPANY’S AMENDED CERTIFICATE OF
INCORPORATION
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Background
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5
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Reasons
and Effects of the Proposal
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6
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Vote
Required; Board Recommendation
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7
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PROPOSAL
NO. 3 - APPROVAL
OF THE 2006 NON-STATUTORY STOCK OPTION PLAN
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Purpose
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7
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Administration
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7
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Nature
of Options
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7
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Participation
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8
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Grant
of Non-Statutory Stock Options
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8
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Summary
of Awards
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8
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Vote
Required; Board Recommendation
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9
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PROPOSAL
NO. 4 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
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Background
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9
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Independent
Registered Public Accounting Firm Fee Information
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9
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Vote
Required; Board Recommendation
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10
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ADDITIONAL
INFORMATION
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Certain
Relationships and Related Transactions
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10
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Security
Ownership of Certain Beneficial Owners and Management
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11
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Equity
Compensation Plan Information
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12
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Director
Compensation
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12
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EXECUTIVE
COMPENSATION AND OTHER INFORMATION
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Executive
Officers
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13
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Biographies
of Executive Officers and Directors
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13
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Employment
Agreements
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13
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Summary
Compensation Table
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14
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Outstanding
Equity Awards at Fiscal Year End
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15
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Section
16(a) Beneficial Ownership Reporting Compliance
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16
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Stockholder
Communications with the Board
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16
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OTHER
MATTERS
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UNIVERSAL
ENERGY CORP.
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON WEDNESDAY, ___________, 2008
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why
am I receiving these materials?
Universal
Energy Corp. (“
we
”,
“
Universal
”
or
the
“
Company
”)
sent
you this proxy statement and the enclosed proxy card because our Board of
Directors (the “
Board
”)
is
soliciting your proxy to vote at the 2008 annual meeting of stockholders
to be
held on _________, _________, 2008 at _______ a.m., Eastern Daylight
Savings Time, at the 3300 Las Vegas Blvd. South, Las Vegas, Nevada 89109.
You
are invited to attend the annual meeting to vote in person on the proposals
described in this proxy statement. However, you do not need to attend the
annual
meeting to vote your shares. Instead, you may simply complete, sign, date
and
return the enclosed proxy card to indicate your vote with respect to each
of the
proposals described in this proxy statement.
The
SEC
has adopted rules that permit companies and intermediaries (e.g., brokers)
to
satisfy the delivery requirements for proxy statements with respect to two
or
more stockholders sharing the same address by delivering a single proxy
statement addressed to those stockholders. This process, which is commonly
referred to as “householding,” potentially means extra convenience for
stockholders and cost savings for companies.
In
connection with the annual meeting, a number of brokers with account holders
who
are stockholders of the Company will be “householding” our proxy materials. A
single proxy statement will be delivered to multiple stockholders sharing an
address unless contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker that they will
be
“householding” communications to your address, “householding” will continue
until you are notified otherwise or until you revoke your consent. If, at any
time, you no longer wish to participate in “householding” and would prefer to
receive a separate proxy statement, please notify your broker or contact our
Secretary (Attn: Dyron M. Watford, Universal Energy Corp., 30 Skyline Drive,
Lake Mary, Florida 32746). Stockholders who currently receive multiple copies
of
the proxy statement at their address and would like to request “householding” of
their communications should contact their broker.
We
intend
to mail this proxy statement and accompanying proxy card on or about
August _____, 2008 to all stockholders entitled to vote at the annual
meeting and request that all stockholders voting by proxy return their completed
proxy cards to us by no later than August ____, 2008.
What
am I voting on?
There
are
four matters scheduled for a vote at the annual meeting:
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Proposal
No. 1:
To
elect two (2) individuals to serve on the Board for a term of one
year or
until their successors are duly elected and qualified; and
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·
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Proposal
No. 2:
To
approve an amendment to the amended Articles of Incorporation to
increase
the authorized common shares from 250,000,000 to 1,500,000,000; and
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·
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Proposal
No. 3:
To
approve the Universal Energy Corp. 2006 Non-Statutory Stock Option
Plan
.
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·
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Proposal
No. 4:
To
ratify the selection of Cross, Fernandez & Riley, LLP as the Company’s
independent registered public accounting firm for
2008.
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Each
of
the proposals, as well as the recommendation of the Board with respect to each
of the proposals, is described in greater detail elsewhere in this proxy
statement.
Who
can vote at the annual meeting?
Only
stockholders of record at the close of business on July 4, 2008 will be
entitled to vote at the annual meeting. On this record date, there were
249,999,866 shares of common stock outstanding and entitled to vote.
Am
I a stockholder of record for purposes of the annual meeting?
If,
on
July 4, 2008, your shares were registered directly in your name with our
transfer agent, Madison Stock Transfer, Inc., then you are a stockholder of
record for purposes of the annual meeting.
What
if my shares are held in an account at a brokerage firm, bank or dealer?
If,
on
July 4, 2008, your shares were held in an account at a brokerage firm,
bank, dealer, or other similar organization, then you are the beneficial owner
of shares held in “street name” and these proxy materials are being forwarded to
you by that organization. The organization holding your account is considered
the stockholder of record for purposes of voting at the annual meeting. As
a
beneficial owner, you have the right to direct that organization on how to
vote
the shares in your account.
How
do I vote?
With
respect to the election of directors, you may either vote “for” the nominee
proposed by the Board or you may abstain from voting for that nominee. For
each
of the other matters to be voted on, you may vote “for” or “against” or abstain
from voting altogether. Whether you are a stockholder of record or the
beneficial owner of shares held in “street name,” the procedures for voting are
fairly straightforward, as described below:
If
your
shares are registered in the name of a bank or brokerage firm, you may be
eligible to vote your shares electronically over the Internet. A large number
of
banks and brokerage firms provide eligible stockholders who receive a paper
copy
of the Annual Report and Proxy Statement the opportunity to vote in this manner.
If your bank or brokerage firm allows for this, your voting form will provide
instructions for such alternative method of voting. If your voting form does
not
reference Internet information, please complete and return the paper Proxy
in
the self-addressed, postage prepaid envelope provided.
Stockholders
of Record: Shares Registered in Your Name
If
you
are a stockholder of record, you may vote in person at the annual meeting or
vote by proxy using the enclosed proxy card. To vote in person, you need only
attend the annual meeting, where you will be given a ballot to vote on each
of
the proposals. To vote using the proxy card, simply complete, sign and date
the
enclosed proxy card and return it promptly in the envelope provided. So long
as
you return your signed proxy card to us before the annual meeting, your shares
will be voted as you have directed on the card. We request that all stockholders
voting by proxy return their completed proxy cards to us by no later than
August ____, 2008.
Beneficial
Owner: Shares Held in “Street Name”
If
you
are a beneficial owner of shares held in “street name,” you should have received
a proxy card and voting instructions with these proxy materials from the
organization holding your account. Simply complete and mail the proxy card
to
ensure that your vote is counted. Alternatively, you may vote in person at
the
annual meeting. However, to vote in person, you must obtain a valid proxy from
the organization holding your account and present it to the inspector of
elections at the annual meeting. Please refer to the instructions from that
organization included with these proxy materials if you wish to obtain a proxy.
Regardless
of how your shares are held and whether or not you plan to attend the annual
meeting, we encourage you to vote by proxy to ensure that your vote is counted.
Please note that you may still attend the annual meeting and vote in person
even
if you have already voted by proxy.
How
are votes counted?
Votes
will be counted by the inspector of election appointed for the annual meeting,
who will separately count “for” and (with respect to proposals other than the
election of directors) “against” votes, abstentions and “broker non-votes”. A
“broker non-vote” occurs when a stockholder of record, such as a broker, holding
shares for a beneficial owner does not vote on a particular item because that
stockholder of record does not have discretionary voting power with respect
to
that item and has not received voting instructions from the beneficial owner.
Abstentions and broker non-votes will be counted towards the presence or absence
of a quorum but will not be counted towards the affirmative vote total for
any
proposal.
How
many votes are needed to approve each proposal?
The
number of votes needed to approve each proposal is as follows:
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Proposal
No. 1:
The election of each director contemplated by Proposal No. 1 required
that requires that the number of shares voted “FOR” a director nominee
must exceed the number of votes cast “AGAINST” that nominee. Accordingly,
abstentions and broker non-votes will have no effect on the outcome
of the
vote.
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·
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Proposal
No. 2:
To
be approved, Proposal No. 2 must receive a “for” vote from the
holders of a majority of the shares of common stock as of the record
date
and entitled to vote is required. Abstentions will have the same
effect as
“against” votes, and broker non-votes will have no
effect.
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·
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Proposal
No. 3:
To
be approved, Proposal No. 3 must receive a “for” vote from the
holders of a majority of the shares of common stock present and entitled
to vote either in person or by proxy at the annual meeting. Abstentions
will have the same effect as “against” votes, and broker non-votes will
have no effect.
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·
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Proposal
No. 4:
To
be approved, this Proposal No. 4 must receive a “for” vote from the
holders of a majority of the shares of common stock present and entitled
to vote either in person or by proxy at the annual meeting. Abstentions
will have the same effect as “against” votes, and broker non-votes will
have no effect.
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How
many votes do I have?
On
each
matter to be voted upon, you have one vote for each share of our common stock
that you owned as of July 4, 2008.
What
is the quorum requirement?
A
quorum
of stockholders is necessary to hold a valid meeting. A quorum will be present
if at least a majority of the outstanding shares are present at the meeting
or
represented by proxy. On the record date, there were 249,999,866 shares
outstanding and entitled to vote. Accordingly, 124,999,934 shares must be
present at the meeting or represented by proxy in order to establish a proper
quorum to enable us to conduct a vote on each of the proposals at the annual
meeting.
Your
shares will be counted towards the quorum only if you submit a valid proxy
or
vote in person at the annual meeting. Abstentions and broker non-votes will
be
counted towards the quorum requirement. If there is no quorum, a majority of
the
votes present at the meeting or represented by proxy may adjourn the meeting
to
another date.
What
does it mean if I receive more than one proxy card?
If
you
receive more than one proxy card, then your shares are registered in more than
one name or are registered in different accounts. Please complete, sign and
return each proxy card to ensure that all of your shares are voted at the annual
meeting.
What
if I return a proxy card but do not make specific choices?
If
you
return a signed and dated proxy card without marking any voting selections,
all
of your shares will be voted “for” the election of the nominees for director and
“for” the other proposals described in this proxy statement. If any other matter
is properly presented at the meeting, your proxy (one of the individuals named
on your proxy card) will vote your shares using his best judgment.
Can
I change my vote after submitting my proxy?
You
can
change your vote with respect to any proposal by revoking your proxy at any
time
prior to the commencement of voting with respect to that proposal at the annual
meeting. You may revoke your proxy in any one of three ways:
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·
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You
may submit another properly completed proxy card with a later date.
Please
note that we request that all stockholders voting by proxy return
their
completed proxy cards to us by no later than August ___, 2008.
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·
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You
may send a written notice that you are revoking your proxy to our
CFO
(Attn: Dyron M. Watford, Universal Energy Corp., 30 Skyline Drive,
Lake
Mary, Florida 32746). To properly revoke your proxy via written notice,
this notice must be received by our Secretary by no later than the
close
of business on Tuesday, August ___, 2008.
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You
may
attend the annual meeting and vote in person. Bear in mind that simply attending
the meeting will not, by itself, revoke your proxy. In addition, please recall
that if you are a beneficial owner of shares held in “street name” and wish to
vote in person at the annual meeting, you must obtain a valid proxy from the
organization holding your account and present it to the inspector of elections
at the annual meeting.
Following
the commencement of voting with respect to each proposal, you may not revoke
your proxy or otherwise change your vote with respect to each such proposal.
How
can I find out the results of the voting at the annual meeting?
Preliminary
voting results will be announced at the annual meeting. Final voting results
will be published in our quarterly report on Form 10-Q for the third
quarter of fiscal year 2008, which ends September 30, 2008.
Who
is paying for this proxy solicitation?
We
will
pay for the entire cost of soliciting proxies. In addition to these mailed
proxy
materials, our directors and employees may also solicit proxies in person,
by
telephone or by other means of communication. Directors and employees will
not
be paid any additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
When
are stockholder proposals due for next year’s annual meeting?
To
be
considered for inclusion in next year’s proxy materials, stockholder proposals
must be submitted in writing by March 1, 2009 to our CFO (Attn: Dyron M.
Watford, Universal Energy Corp., 30 Skyline Drive, Lake Mary, Florida 32746).
If
you wish to nominate a director or submit any other proposal that you wish
to
have considered at next year’s annual meeting but not described in next year’s
proxy materials, you must do so by no later than March 1, 2009.
PROPOSAL
NO. 1
-
ELECTION
OF DIRECTORS
Background
The
Board
currently consists of two directors. All nominees listed below are currently
directors of the Company. If elected at the annual meeting, each would serve
until the 2009 annual meeting of the stockholders and until his successor is
elected and has qualified or, if sooner, until the director’s death, resignation
or removal.
Information
Concerning Directors
The
following tables set forth certain information regarding our current
directors whose term of office is expiring and who are standing for election
at
the annual meeting
Current
Directors Who are Standing for Election at the Annual Meeting:
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Name
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Age
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Position
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Dyron
M. Watford
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32
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Chairman
of the Board and Chief Financial Officer
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Billy
R. Raley
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51
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Director
and Chief Executive Officer
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Dyron
M. Watford
,
a
Certified Public Accountant, was appointed to serve as our Principal Accounting
Officer and was elected to serve as a director of the company in November 2002.
In September 2006, Mr. Watford was appointed to serve as our Chief Financial
Officer and Chairman. Since August 2000, Mr. Watford has served as the
president, sole stockholder and director of Sirus Capital Corp, Inc., a
consulting company providing financial services to existing and emerging private
and public companies. From December 1998 to August 2000, Mr. Watford was an
auditor for Arthur Andersen, LLP. Mr. Watford obtained a Master of Business
Administration degree from the University of Central Florida in December 1998.
Billy
R. Raley
,
was
appointed to serve as CEO in September 2006. Prior to joining Universal, Mr.
Raley was the Regional Vice President and an officer for Progress Energy
Florida, Inc., a Progress Energy Company. At Progress, Mr. Raley was responsible
for operations and community relations throughout a six-county area in Central
Florida. His team consisted of 400 company employees and 200 contract employees,
most of who were responsible for distribution construction and operations to
nearly 400,000 customers. Prior to joining Progress Energy Florida in 2002,
Mr.
Raley held the position of Vice President of Transmission for Carolina Power
& Light, also a Progress Energy Company. In that position, he was
responsible for the construction and maintenance of all transmission facilities
in North and South Carolina. He also provided oversight for all transmission
engineering and maintenance for the Florida transmission system. Mr. Raley’s
background is comprised of over 25 years of electric utility industry
experience, including expertise in the areas of Transmission and Distribution
Operations, Construction and Maintenance, and Nuclear Generation. Mr. Raley
currently serves as a trustee of Stetson University and is the past Chairman
of
the Foundation Board of Seminole Community College. He also serves on the Cystic
Fibrosis Executive Committee. He is a member of the Board of Directors and
is
the Past Chair- of the Seminole Regional Chamber of Commerce. Mr. Raley was
recently awarded “Business Person of the Year” for Seminole County.
Vote
Required; Board Recommendation
The
Board
has nominated two directors, Messrs. Watford and Raley, for election at the
annual meeting. The nominees for director will be elected by a plurality of
“for” votes properly cast in person or by proxy by the holders of common stock.
All shares represented by the proxies will be voted “for” the election to the
Board of the nominee unless authority to vote for such nominee has been withheld
in the proxy. Although the nominees have consented to serve as a director if
elected, and the Board has no reason to believe that such nominees will be
unable to serve as a director, if any such nominee withdraws or otherwise
becomes unavailable to serve, shares represented by the proxies will be voted
“for” any substitute nominee designated by the Board. Abstentions and broker
non-votes will have no effect.
The
Board recommends that you vote all of your shares “for” the election to the
Board of the nominee described in this Proposal
No. 1.
PROPOSAL
NO. 2 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED CERTIFICATE OF
INCORPORATION
The
Board
has approved, and is recommending to the stockholders for approval at the Annual
Meeting, an amendment to our Amended Certificate of Incorporation to increase
the number of authorized shares of common stock from 250,000,000 to
1,500,000,000 shares. The Board determined that this amendment is advisable
and
should be considered at the Annual Meeting.
The
Company’s Amended Certificate of Incorporation, as currently in effect, provides
that the Company’s authorized capital stock consists of 250,000,000 shares of
common stock, $.0001 par value per share. Effective as of July 4, 2008, the
Board unanimously approved an amendment to Article 4 of the Company’s Amended
Certificate of Incorporation to increase the number of authorized shares
of
common stock from 250,000,000 shares to 1,500,000,000 shares. In accordance
with
Delaware law, the proposed amendment to the Amended Certificate of Incorporation
is subject to stockholder approval.
In
the
event that stockholder approval of the proposed amendment is obtained, the
Company expects to file a Certificate of Amendment to the Amended Certificate
of
Incorporation with the Delaware Secretary of State on or about the close of
business on the date of the Annual Meeting.
Background
As
previously reported, during the past twelve months we completed several private
placements in order to fund our exploration and development
activities.
Our
September 2007 Financing
.
Pursuant to a securities purchase agreement dated September 10, 2007 (the
“
September
2007 SPA
”),
we
sold an aggregate principal amount of $5,110,294 of our Senior Secured
Convertible 8% Debentures due August 30, 2009 (the “
September
2007 Debentures
”)
convertible into common stock at a price of $0.80 per share, and related
stock
purchase warrants to purchase up to 6,387,868 shares of our common stock
at a
price of $0.88 and 6,387,868 shares of our common stock at a price of $0.80
(collectively, the “
September
2007 Warrants
”).
We
received aggregate proceeds of approximately $4,000,000 reflecting a 20%
original issue discount to the 12 accredited investors who purchased the
September 2007 Debentures and the September 2007 Warrants less a $280,000
placement commission.
Our
November 2007 Financing
.
Pursuant to a securities purchase agreement dated November 29, 2007 (the
“
November
2007 SPA
”),
we
sold an aggregate principal amount of $1,742,647 of our Junior Convertible
8%
Debentures due October 31, 2009 (the “
November
2007 Debentures
”)
convertible into common stock at a price of $0.80 per share, and related
stock
purchase warrants to purchase up to 2,178,309 shares of our common stock
at a
price of $0.88 per share, 2,178,309 shares of our common stock at a price
of
$0.80 per share, and 2,178,309 shares of our common stock at a price of $1.00
per share (collectively, the “
November
2007 Warrants
”).
We
received aggregate proceeds of approximately $1,350,000 reflecting a 20%
original issue discount to the 7 accredited investors who purchased the November
2007 Debentures and the November 2007 Warrants less a $94,500 placement
commission. The purchasers of the November 2007 Debentures and the November
2007
Warrants were also purchasers of the September 2007 Debentures and the September
2007 Warrants.
Our
May 2008 Financing
.
Pursuant
to a securities purchase agreement dated May 29, 2008 (the “
May
2008 SPA
”)
we
sold an aggregate principal amount of $1,006,618 of our Junior Convertible
8%
Debentures due May 31, 2010 (the “
May
2008 Debentures
”)
convertible into common stock at a price of per share equal the lesser of
(i)
$0.25 (subject to resets and adjustments pursuant to the terms of this debenture
and subject to equitable adjustments for stock splits, stock dividends or
rights
offerings by the Company relating to the Company's securities or the securities
of any Subsidiary of the Company, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events) (the
"
Fixed
Conversion Price
")
or
(ii) 80% of the average of the three (3) lowest Closing Bid Prices of the
Common
Stock over the twenty (20) trading day period ending on the trading day
immediately preceding the applicable Conversion Date, and related stock purchase
warrants to purchase up to 4,026,471 shares of our common stock at a price
of
$0.25 per share (collectively, the “
May
2008 Warrants
”).
We
received aggregate proceeds of approximately $770,000 reflecting a 20% original
issue discount to the 13 accredited investors who purchased the May 2008
Debentures and the May 2008 Warrants less a $53,450 placement commission.
The
majority of purchasers of the May 2008 Debentures and the May 2008 Warrants
were
also purchasers of the September 2007 Debentures, the September 2007 Warrants,
the November 2007 Debentures and the November 2007 Warrants.
The
terms
of each of the September 2007 Debentures, September 2007 Warrants, the November
2007 Debentures and the November 2007 Warrants provided that their respective
conversion or exercise price as the case may be, were to be reset in the
event
that we issued shares of our common stock or securities convertible into
or
exercisable for our common stock (other than certain permitted issuances)
at an
effective conversion price or exercise price lower than the than applicable
conversion or exercise price of each of the September 2007 Debentures, September
2007 Warrants, the November 2007 Debentures and the November 2007
Warrants.
Accordingly,
the conversion price of each of the September 2007 Debentures and the November
2007 Debentures was reset to a price equal to the lesser of (i) the Fixed
Conversion Price or (ii) 80% of the average of the three (3) lowest Closing
Bid
Prices of the Common Stock over the twenty (20) trading day period ending
on the
trading day immediately preceding the applicable Conversion Date; and the
exercise price of the September 2007 Warrants and the November 2007 Warrants
were reset to $0.25 per share.
Amortization
of the September 2007 Debentures and the November 2007 will begin monthly
commencing on September 1, 2008 and November 1, 2008 respectively. Subject
to
certain conditions, the amortization may be effected through cash payments,
or
at our option, through the issuance of shares of our common stock or some
combination of cash and stock, based on a price per share equal to 80% of
the
lowest three (3) closing bid prices of the common stock over the 20 trading
days
immediately preceding the date of such payment. We cannot provide assurance
that
we will have sufficient cash available to satisfy the repurchase of the Notes
entirely in cash.
Recent
Conversion of the September 2007 Debentures and the November 2007
Debentures.
At
the
time we completed each of the September 2007 Financing, the November 2007
Financing and the May 2008 Financing, our management believed that we had
sufficient authorized and unissued shares available for issuance (at the
then
applicable conversion and exercise prices) upon (i) conversion of the September
2007 Debentures, the November 2007 Debentures and the May 2008 Debentures
(collectively, the “Debentures”) and (ii) the September 2007 Warrants, the
November 2007 Warrants and the May 2008 Warrants (collectively, the “Warrants”).
Following the completion of the May 2008 Financing, certain holders of the
September 2007 Debentures and the November 2007 Debentures began to convert
portions of their respective debentures. During the period from June 10,
2008 to
July 3, 2008, the Company received conversion notices from our debenture
holders
as to $2,976,660 principal and interest amount of the September 2007 Debentures
and the November 2007 Debentures; we issued an aggregate of 219,450,818 shares
of our common stock in connection with these conversions.
Under
current rules and regulations promulgated by Securities and Exchange Commission
and which became effective in February of 2008, holders of our outstanding
debentures generally may convert and resell the shares received upon conversion
if they have held their respective Debentures for a period of six months.
Due
to
the decline of the market price for our common stock following the closing
of
the May 2008 Financing we exhausted our authorized and unissued shares. Under
the terms of the Debentures, we are required to hold a meeting of our
stockholders for the purpose of increasing the number of authorized shares
so as
to have a sufficient number of shares reserved for issuance upon conversion
of
the Debentures or exercise of the Warrants. In connection with such meeting,
we
are required to use our best efforts in soliciting stockholder approval of
such
increase in authorized shares of Common Stock.
As
of
August 1, 2008, we have issued and outstanding an aggregate principal amount
of
$5,965,848 of convertible debentures; based upon currently applicable conversion
price of $0.0116 per share approximately 514,297,241 shares will be required
if
the Debentures are converted in full; additional, 139,635,836 shares will
be
required in order to satisfy our obligations under the Warrants at the current
exercise price of $0.25 per share.
The
following table summarizes our currently issued and outstanding shares of
common
stock and the number of shares that we anticipate reserving for issuance
upon
approval of Proposal No. 2 by our stockholders:
|
Common
Stock Currently Issued and Outstanding
|
|
|
249,999,866
|
|
|
|
|
|
|
|
|
Shares
to be reserved for issuance (at current exercise and conversion
prices):
|
|
|
|
|
|
Conversions
of Existing Debentures (150% reserved per agreement)
|
|
|
771,445,861
|
|
|
Warrants
|
|
|
139,635,836
|
|
|
2006
Option Plan
|
|
|
37,500,000
|
|
|
|
|
|
|
|
|
Total
number of shares to be reserved for issuance
|
|
|
948,581,697
|
|
|
|
|
|
|
|
|
Total
number of shares authorized but unreserved
|
|
|
301,418,437
|
|
If
our
stockholders do not approve the increase in our authorized shares, the Debenture
and Warrant holders may allege a default under the terms and conditions of
Debentures and Warrants, which, if substantiated, may have a material adverse
effect on our operations. Accordingly, An increase in the number of shares
of
common stock authorized for issuance under the Company’s Amended Certificate of
Incorporation is necessary to permit the Company to have additional shares
available for issuance in furtherance of the Company’s business purposes, as
more fully set forth below under “Reasons For and Effects Of the
Proposal.”
Reasons
for and Effects of the Proposal
Due
to
the limited number of shares of common stock available to be issued, the Board
has unanimously approved, and voted to recommend that the stockholders approve,
an amendment to the Company’s Amended Certificate of Incorporation pursuant to
which the number of shares of common stock which the Company would be authorized
to issue would be increased from 250,000,000 shares to 1,500,000,000
shares.
The
Board
believes that an increase in authorized common stock would provide the Company
with increased flexibility to issue and/or sell common stock from time to time
at the discretion of the Board , and without further authorization by the
stockholders, for one or more of the following business purposes: (i) in public
or private offerings as a means of obtaining additional capital for the
Company’s business; (ii) as part or all of the consideration required to be paid
for the acquisition of ongoing businesses or other assets; (iii) to satisfy
any
current or future financial obligations of the Company; (iv) in connection
with
the exercise of options, warrants or rights, or the conversion of convertible
securities that have been or may be issued by the Company; or (v) pursuant
to
any benefit, option or stock ownership plan or employment
agreement.
The
proposed increase in the number of authorized shares of common stock will not
change the number of shares of common stock outstanding or the rights of the
holders of such stock. Other than for the possibility of issuing new shares
of
common stock upon the exercise of outstanding stock options or warrants, the
Company does not have any immediate plans, arrangements, commitments or
understandings with respect to the issuance of any of the additional shares
of
common stock that would be authorized by the proposed amendment to the Amended
Certificate of Incorporation. However, the Company anticipates that it will
need
to raise additional equity capital in the near future through the issuance
of
common stock or other securities that are convertible into, or otherwise grant
the holder thereof the right to purchase, common stock.
Any
issuance of additional shares of common stock could reduce the current
stockholders’ proportionate interests in the Company, depending on the number of
shares issued and the purpose, terms and conditions of the issuance. Moreover,
the issuance of additional shares of common stock could discourage attempts
to
acquire control of the Company by tender offer or other means. In such a case,
stockholders might be deprived of benefits that could result from such an
attempt, such as realization of a premium over the market price of their shares
in a tender offer or the temporary increase in market price that could result
from such an attempt. Although the Board intends to issue common stock only
when
it considers such issuance to be in the best interest of the Company, the
issuance of additional shares of common stock may have, among others, a dilutive
effect on earnings per share of common stock and on the equity and voting rights
of holders of shares of common stock. The Board believes, however, that the
benefits of providing the flexibility to issue shares without delay for any
business purpose outweigh any such possible disadvantages.
Ownership
of shares of common stock entitles each stockholder to one vote per share of
common stock. Holders of shares of common stock do not have preemptive rights
to
subscribe to additional securities that may be issued by the Company, which
means that current stockholders do not have a prior right to purchase any new
issue of capital stock of the Company in order to maintain their proportionate
ownership. Stockholders wishing to maintain their interest, however, may be
able
to do so through normal market purchases.
The
increase in the authorized common stock will be implemented by effecting an
amendment to the Company’s Amended Certificate of Incorporation, replacing the
current Article 4 with a new Article 4 that states as follows:
“The
total number of shares of stock which the corporation is authorized to issue
is
1,500,000,000 shares of Common Stock having a par value of $0.0001 per
share.”
Assuming
the increase in authorized common stock is approved by the stockholders at
the
Annual Meeting, an amendment to the Company’s Amended Certificate of
Incorporation will be filed with the Secretary of State of the State of
Delaware, and the increase in authorized common stock will become effective
as
of 5:00 p.m. EDST time on the date of such filing. The Company expects that
such
filing will take place on or shortly after the date the Annual Meeting is held.
The increase in authorized common stock may be abandoned by the Board at any
time before or after the Annual Meeting should the stockholders not approve
this
proposal.
Vote
Required; Board Recommendation
To
be
approved, this Proposal No. 2 must receive a “for” vote from the holders of
a majority of the shares of common stock present and entitled to vote either
in
person or by proxy at the annual meeting. Abstentions will have the same effect
as votes “against” Proposal No. 2; broker non-votes will have no effect.
T
he
Board recommends a vote “for” this Proposal No. 2 to INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 250,000,000 SHARES TO 1,500,000,000
SHARES, AS SET FORTH ABOVE.
PROPOSAL
NO. 3 - APPROVE THE 2006 NON-STATUTORY STOCK OPTION PLAN
On
September 13, 2006, the Board adopted the 2006 Non-Statutory Stock Option Plan
(the “
2006
Plan
”)
(subject to stockholder approval thereof) and reserved for issuance thereunder
37,500,000 Common Shares of the Company. The following statements include
summaries of certain provisions of the 2006 Plan. The statements do not purport
to be complete and are qualified in their entirety by reference to the
provisions of the 2006 Plan, a copy of which is available at the offices of
the
Company.
Purpose
The
Universal Energy Corp. 2006 Plan (the “
2006
Plan
”)
is
intended to advance the interests of Universal Energy Corp. by inducing
individuals, and eligible entities (as hereinafter provided) of outstanding
ability and potential to join, remain with, or provide consulting or advisory
services to, the Company, by encouraging and enabling eligible employees,
non-employee Directors, consultants and advisors to acquire proprietary
interests in the Company, and by providing the participating employees,
non-employee Directors, consultants and advisors with an additional incentive
to
promote the success of the Company. This is accomplished by providing for the
granting of Non-Statutory Stock Options (the “
Options
”)
to
employees, non-employee Directors, consultants and advisors.
Administration
The
2006
Plan shall be administered by the Board or by a committee (the “
Committee
”)
chosen
by the Board . Except as herein specifically provided, the interpretation and
construction by the Board or the Committee of any provision of the 2006 Plan
or
of any Option granted under it shall be final and conclusive. The receipt of
Options by Directors, or any members of the Committee, shall not preclude their
vote on any matters in connection with the administration or interpretation
of
the Plan.
Nature
of Options
Each
Option granted under the 2006 Plan shall be authorized by the Board or the
Committee, and shall be evidenced by a Stock Option Agreement which shall be
executed by the Company and by the individual or entity to whom such Option
is
granted. The Stock Option Agreement shall specify the number of shares of Common
Stock as to which any Option is granted, the period during which the Option
is
exercisable, the option price per share thereof, and such other terms and
provisions not inconsistent with this Plan. The vesting and terms of all of
the
options are determined by the Board and may vary by optionee; however, the
term
may be no longer than 10 years from the date of grant.
Participation
The
class
of individual or entity that shall be eligible to receive Options under the
Plan
shall be all employees (including officers) and non-employee Directors of,
or
consultants and advisors to, either the Company or any subsidiary corporation
of
the Company; provided, however, that Options shall not be granted to any such
consultants and advisors unless (i) bona fide services have been or are to
be
rendered by such consultant or advisor and (ii) such services are not in
connection with the offer or sale of securities in a capital raising
transaction. The Board of Directors or the Committee, in its sole discretion,
but subject to the provisions of the Plan, shall determine the employees and
non-employee Directors of, and the consultants and advisors to, the Company
and
its subsidiary corporations to whom Options shall be granted, and the number
of
shares to be covered by each Option, taking into account the nature of the
employment or services rendered by the individuals or entities being considered,
their annual compensation, their present and potential contributions to the
success of the Company, and such other factors as the Board of Directors or
the
Committee may deem relevant.
Grant
of Non-Statutory Stock Options
The
Options granted under the Plan are not intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the
“
Code
”).
The
Options shall be subject to the following terms and conditions:
|
|
(a)
|
An
Option may be granted to any individual or entity eligible to receive
an
Option under the Plan pursuant to Section 4 hereof.
|
|
|
(b)
|
The
option price of the shares of Common Stock subject to an Option shall
be
determined by the Board or the Committee, in its sole discretion,
at the
time of the grant of the Option.
|
|
|
(c)
|
An
Option granted under the Plan may be of such duration as shall be
determined by the Board or the Committee (subject to earlier termination
as expressly provided within the 2006 Plan).
|
Summary
of Awards
The
following table summarizes our equity compensation plans as of December 31,
2007:
|
Plan
category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans
|
|
|
Equity
compensation plans approved by stockholders
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Equity
compensation plans not approved by stockholders
|
|
|
12,500,000
|
|
$
|
0.78
|
|
|
25,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
12,500,000
|
|
$
|
0.78
|
|
|
25,000,000
|
|
See
also
“Outstanding Equity Awards at Fiscal Year End” on Page 15.
The
2006
Non-Statutory Stock Option Plan was adopted by the Board on September 13,
2006. The plan was intended to advance the interests of the Company by
encouraging and enabling eligible employees, non-employee directors, consultants
and advisors to acquire proprietary interests in the Company, and by providing
the participating employees, non-employee directors, consultants, and advisors
with an additional incentive to promote the success of the Company. Under this
plan, a maximum of 37,500,000 shares of our common stock, par value $0.0001,
were authorized for issue. The vesting and terms of all of the options are
determined by the Board and may vary by optionee; however, the term may be
no
longer than 10 years from the date of grant.
Vote
Required; Board Recommendation
To
be
approved, this Proposal No. 3 must receive a “for” vote from the holders of
a majority of the shares of common stock present and entitled to vote either
in
person or by proxy at the annual meeting. Abstentions will have the same effect
as votes “against” Proposal No. 3; broker non-votes will have no effect.
The
Board recommends a vote “for” this Proposal No. 3 to ratify the 2006
Non-Statutory Stock Option Plan.
PROPOSAL
NO. 4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Background
The
Audit
Committee of the Board has selected Cross, Fernandez & Riley, LLP as our
independent registered public accounting firm for the fiscal year ending
December 31, 2008 and has further directed us to submit the selection of
its independent registered public accounting firm for ratification by the
stockholders at the annual meeting. One or more of the representatives of that
firm are expected to be present at the Annual Meeting to respond to appropriate
questions and to make a statement if they desire to do so. Neither our governing
documents nor any applicable law require stockholder ratification of the
selection of Cross, Fernandez & Riley, LLP as our independent registered
public accounting firm. However, the Audit Committee is submitting the selection
of Cross, Fernandez & Riley, LLP to the stockholders for ratification as a
matter of good corporate practice. If the stockholders fail to ratify the
selection, the Audit Committee will reconsider whether or not to retain Cross,
Fernandez & Riley, LLP. Even if the selection is ratified, however, the
Audit Committee in its discretion may direct the appointment of a different
independent registered public accounting firm at any time during the year if
it
determines that such a change would be in our best interests and those of our
stockholders.
Independent
Registered Public Accounting Firm Fee Information
In
connection with the audit of our financial statements for the year ended
December 31, 2007, we entered into an engagement agreement with Cross,
Fernandez & Riley, LLP which set forth the terms by which Cross, Fernandez
& Riley, LLP has performed audit services for us.
The
following table sets forth the aggregate fees billed by Cross, Fernandez &
Riley, LLP for the services for the year ended December 31, 2007and fees billed
for other services rendered by Cross, Fernandez & Riley, LLP during that
period.
|
|
|
Fiscal
2007
|
|
|
Audit
Fees
(1)
|
|
$
|
60,000
|
|
|
Audit-Related
Fees
(2)
|
|
|
-0-
|
|
|
Tax
Fees
(3)
|
|
|
-0-
|
|
|
|
|
|
|
|
|
Subtotal
|
|
$
|
60,000
|
|
|
|
|
|
|
|
|
All
other Fees
(4)
|
|
|
-0-
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
60,000
|
|
|
|
(1)
|
Audit
Fees
–
Audit fees billed to the Company by Cross, Fernandez & Riley, LLP for
auditing the Company’s annual financial statements and/or reviewing the
financial statements included in the Company’s Quarterly Reports on Form
10-QSB.
|
|
|
(2)
|
Audit-Related
Fees
–
There were no other fees billed by during the last two fiscal years
for
assurance and related services that were reasonably related to the
performance of the audit or review of the Company's financial statements
and not reported under "Audit Fees"
above.
|
|
|
(3)
|
Tax
Fees
–
There were no tax fees billed during the last two fiscal years for
professional services by or Cross, Fernandez & Riley
LLP
|
|
|
(4)
|
All
Other Fees
–
There were no other fees billed by during the last two fiscal years
for
products and services provided.
|
Pre-approval
of Audit and Non-Audit Services of Independent Auditor
The
Board
’s policy is to pre-approve all audit and non-audit services provided by the
independent auditors. These services may include audit services, audit-related
services, tax services and other services. Pre-approval is generally provided
for up to 12 months from the date of pre-approval and any pre-approval is
detailed as to the particular service or category of services. The Board may
delegate pre-approval authority to one or more of its members when expedition
of
services is necessary. The Board has determined that the provision of non-audit
services by Cross, Fernandez & Riley, LLP is compatible with maintaining its
independence.
Vote
Required; Board Recommendation
To
be
approved, this Proposal No. 4 must receive a “for” vote from the holders of
a majority of the shares of common stock present and entitled to vote either
in
person or by proxy at the annual meeting. Abstentions will have the same effect
as votes “against” Proposal No. 4; broker non-votes will have no effect.
The
Board recommends a vote “for” this Proposal No. 4 to ratify the selection
by the Audit Committee of Cross, Fernandez & Riley, LLP as our independent
registered public accounting firm for the fiscal year ending December 31,
2008.
ADDITIONAL
INFORMATION
Certain
Relationships and Related Transactions
On
October 4, 2007, the Company issued an unsecured promissory note in the amount
of $200,000 to Billy Raley, the Company’s CEO and Director. Interest accrues on
the outstanding principal balance from and after October 4, 2007 at a rate
of 11
percent per annum. Interest shall be calculated on the basis of a 360-day year,
and shall be charged on the principal outstanding from time to time for the
actual number of days elapsed. The Company shall pay the Holder all accrued
interest and the outstanding principal on the maturity date. The maturity date
of the note was April 4, 2008. The note was not paid at maturity and is
therefore in default.
On
October 4, 2007, the Company issued an unsecured promissory note in the amount
of $150,000 to Dyron M. Watford, the Company’s CFO and Chairman. Interest
accrues on the outstanding principal balance from and after October 4, 2007
at a
rate of 11 percent per annum. Interest shall be calculated on the basis of
a
360-day year, and shall be charged on the principal outstanding from time to
time for the actual number of days elapsed. The Company shall pay the Holder
all
accrued interest and the outstanding principal on the maturity date. The
maturity date of the note was April 4, 2008. The note was not paid at maturity
and is therefore in default.
On
September 12, 2006, we sold 2,500,000 restricted shares of our common stock
for total net proceeds of $150,000 to a single accredited investor.
Subsequently, on September 15, 2006, the Board of approved hiring this
investor to serve as our Chief Executive Officer.
On
October 6, 2006, we entered into an employment agreement with Kevin Tattersall
as chief exploration officer. Mr. Tattersall’s employment agreement was for an
initial term of two years and provided for an annual base salary of $60,000
(payable commencing October 6, 2006), an award of 812,500 shares of restricted
stock and certain bonus compensation, including a discretionary bonus as
determined by the Board . Our employment agreement with Mr. Tattersall was
terminated in accordance with the terms of a Separation Agreement and General
Release dated December 14, 2007, pursuant to which we agreed to pay Mr.
Tattersall an aggregate severance payment of $5,000.
Other
than the transaction listed above, we have not been a party to any transaction,
proposed transaction, or series of transactions in which the amount involved
exceeds $60,000, and in which, to our knowledge, any of our directors, officers,
five percent beneficial security holders, or any member of the immediate family
of the foregoing persons has had or will have a direct or indirect material
interest.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth beneficial ownership information as of July 4, 2008
for shares of our capital stock or rights to acquire shares of our capital
stock
exercisable within 60 days beneficially owned by:
|
|
·
|
our
chief executive officer and other executive
officers;
|
|
|
·
|
our
directors and executive officers as a group;
and
|
|
|
·
|
each
person who is known by us to beneficially own more than 5% of the
outstanding shares of our common stock and other classes of voting
stock.
|
Percentage
ownership in the following table is based on 249,999,866 shares of common stock
outstanding as of July 4, 2008. A person is deemed to be the beneficial owner
of
securities that can be acquired by that person within 60 days from the date
of
this Annual Report upon the exercise of options, warrants or convertible
securities. Each beneficial owner’s percentage ownership is determined by
dividing the number of shares beneficially owned by that person by the base
number of outstanding shares, increased to reflect the shares underlying
options, warrants or other convertible securities included in that person’s
holdings, but not those underlying shares held by any other person.
To
our
knowledge, each person, along with his or her spouse, has sole voting and
investment power over the shares unless otherwise noted.
|
Name of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
Percentage of
Class (1)
|
|
|
|
|
|
|
|
|
|
|
|
Billy
Raley
(2)
|
|
|
6,715,970
|
|
|
2.64
|
%
|
|
|
|
|
|
|
|
|
|
|
Dyron
M. Watford
(3)
|
|
|
5,815,970
|
|
|
2.29
|
%
|
|
|
|
|
|
|
|
|
|
|
All
officers and directors as a group (2 persons)
|
|
|
12,531,940
|
|
|
4.93
|
%
|
|
|
|
|
|
|
|
|
|
|
Beneficial
Owners of More than 5% of the Company’s Common Stock
|
|
|
|
|
|
|
|
|
|
(1)
|
Calculated
pursuant to Rule 13d-3 of the Rules and Regulations under the Exchange
Act. Percentages shown for all officers and directors as a group
are
calculated on an aggregate basis and percentages shown for individuals
are
rounded to the nearest one-tenth of one percent. The mailing address
for
each of the directors and officers is c/o Universal Energy Corp,
30
Skyline Drive, Lake Mary, Florida
32746.
|
|
|
(2)
|
Includes
4,253,470 shares of common stock issuable upon the exercise of stock
options vested through 9/30/08
|
|
|
(3)
|
Includes
4,253,470 shares of common stock issuable upon the exercise of stock
options vested through
9/30/08
|
Equity
Compensation Plan Information
The
following table summarizes our equity compensation plans as of July 4,
2008:
|
Plan category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans
|
|
|
Equity
compensation plans approved by stockholders
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Equity
compensation plans not approved by stockholders
|
|
|
12,500,000
|
|
$
|
0.78
|
|
|
25,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
12,500,000
|
|
$
|
0.78
|
|
|
25,000,000
|
|
2006
Non-Statutory Stock Option Plan
The
2006
Non-Statutory Stock Option Plan was adopted by the Board on September 13,
2006. The plan was intended to advance the interests of the Company by
encouraging and enabling eligible employees, non-employee directors, consultants
and advisors to acquire proprietary interests in the Company, and by providing
the participating employees, non-employee directors, consultants, and advisors
with an additional incentive to promote the success of the Company. Under this
plan, a maximum of 37,500,000 shares of our common stock, par value $0.0001,
were authorized for issue. The vesting and terms of all of the options are
determined by the Board and may vary by optionee; however, the term may be
no
longer than 10 years from the date of grant.
Director
Compensation
Currently
there is no compensation package for our board. While we expect to create a
compensation package for our board members during the next 12 months, we do
not
currently have any preliminary agreements or understandings with respect to
such
compensation packages.
The
terms
of each of the directors expires at the next annual meeting of the stockholders,
the date for which has not been set by the Board. The officers serve at the
pleasure of the Board.
All
directors hold office until the next annual meeting of stockholders and until
their successors have been duly elected and qualified. Directors will be elected
at the annual meetings to serve for one-year terms. The Company does not know
of
any agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Universal or any of its
subsidiaries or any committee thereof. Any non-employee director of Universal
or
its subsidiaries is reimbursed for expenses incurred for attendance at meetings
of the Board and any committee of the Board , although no such committee has
been established. Each executive officer of Universal is appointed by and serves
at the discretion of the Board .
None
of
the officers or directors of Universal is currently an officer or director
of a
company required to file reports with the Securities and Exchange Commission,
other than Universal.
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
Executive
Officers
The
names
of our executive officers and directors, their ages as of July 4, 2008, and
the
positions currently held by each are as follows:
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Billy
R. Raley
|
|
51
|
|
Chief
Executive Officer and Director
|
|
Dyron
M. Watford
|
|
32
|
|
Chief
Financial Officer and Chairman
|
Biographies
of Executive Officers and Directors
Billy
R. Raley
,
was
appointed to serve as CEO in September 2006. Prior to joining Universal, Mr.
Raley was the Regional Vice President and an officer for Progress Energy
Florida, Inc., a Progress Energy Company. At Progress, Mr. Raley was responsible
for operations and community relations throughout a six-county area in Central
Florida. His team consisted of 400 company employees and 200 contract employees,
most of who were responsible for distribution construction and operations to
nearly 400,000 customers. Prior to joining Progress Energy Florida in 2002,
Mr.
Raley held the position of Vice President of Transmission for Carolina Power
& Light, also a Progress Energy Company. In that position, he was
responsible for the construction and maintenance of all transmission facilities
in North and South Carolina. He also provided oversight for all transmission
engineering and maintenance for the Florida transmission system. Mr. Raley’s
background is comprised of over 25 years of electric utility industry
experience, including expertise in the areas of Transmission and Distribution
Operations, Construction and Maintenance, and Nuclear Generation. Mr. Raley
currently serves as a trustee of Stetson University and is the past Chairman
of
the Foundation Board of Seminole Community College. He also serves on the Cystic
Fibrosis Executive Committee. He is a member of the Board of Directors and
is
the Past Chair of the Seminole Regional Chamber of Commerce. Mr. Raley was
recently awarded “Business Person of the Year” for Seminole County.
Dyron
M. Watford
,
a
Certified Public Accountant, was appointed to serve as our Principal Accounting
Officer and was elected to serve as a director of the company in November 2002.
In September 2006, Mr. Watford was appointed to serve as our Chief Financial
Officer and Chairman. Since August 2000, Mr. Watford has served as the
president, sole stockholder and director of Sirus Capital Corp, Inc., a
consulting company providing financial services to existing and emerging private
and public companies. From December 1998 to August 2000, Mr. Watford was an
auditor for Arthur Andersen, LLP. Mr. Watford obtained a Master of Business
Administration degree from the University of Central Florida in December 1998.
Employment
Agreements
Chief
Executive Officer
Effective
September 14, 2006, we entered into an employment agreement with Billy R. Raley
as chief executive officer. Mr. Raley became a director as of December 14,
2006.
Mr. Raley’s employment agreement was for an initial term of three years and
provided for an annual base salary of $96,000 (payable commencing September
15,
2006), an award of options to purchase up to 6,250,000 shares of common stock
and certain bonus compensation, including a discretionary bonus as determined
by
the Board. If we terminated Mr. Raley’s employment other than for cause, we
would have been obligated to pay the product of the sum of the Executive’s then
Base Salary plus the amount of the highest annual bonus or other incentive
compensation payment theretofore made by the Company to the Executive,
multiplied times (y) one. The Board amended Mr. Raley’s annual base salary
to $225,000 in March 2007.
Chief
Financial Officer
Effective
September 14, 2006, we entered into an employment agreement with Dyron M.
Watford as chief financial officer. Mr. Watford, who was already a director,
became the chairman of the board as of that date. Mr. Watford’s employment
agreement was for an initial term of three years and provided for an annual
base
salary of $72,000 (payable commencing September 15, 2006), an award of options
to purchase up to 6,250,000 shares of common stock and certain bonus
compensation, including a discretionary bonus as determined by the Board .
If we
terminated Mr. Watford’s employment other than for cause, we would have been
obligated to pay the product of the sum of the Executive’s then Base Salary plus
the amount of the highest annual bonus or other incentive compensation payment
theretofore made by the Company to the Executive, multiplied times (y) one.
The Board amended Mr. Watford’s annual base salary to $180,000 in March
2007.
Summary
Compensation Table
The
following table summarizes all compensation recorded by us in the last completed
fiscal year for our principal executive officer and each other executive officer
serving as such whose annual compensation exceeded $100,000 as of the end of
the
last completed fiscal year. Such officers are referred to herein as our “Named
Executive Officers.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Non-Equity
|
|
Deferred
|
|
All Other
|
|
|
|
|
Name and
|
|
|
|
Salary($)
|
|
|
|
Awards
|
|
Awards
|
|
Incentive Plan
|
|
Compensation
|
|
Compensation
|
|
Total
|
|
|
principal position
|
|
Year
|
|
(1)
|
|
Bonus($)
|
|
($)
|
|
($)(2)(3)
|
|
Compensation
|
|
Earnings ($)
|
|
($)(4)
|
|
($)
|
|
|
Billy
Raley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEO
|
|
|
2007
|
|
|
214,250
|
|
|
-
|
|
|
-
|
|
|
690,413
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
904,663
|
|
|
Dyron
Watford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CFO
|
|
|
2007
|
|
|
171,000
|
|
|
-
|
|
|
-
|
|
|
690,413
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
861,413
|
|
|
Kevin
Tattersall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
Officer
|
|
|
2007
|
|
|
55,000
|
|
|
-
|
|
|
308,597
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,000
|
|
|
368,597
|
|
|
TOTAL
|
|
|
|
|
|
440,250
|
|
|
-
|
|
|
308,597
|
|
|
1,380,826
|
|
|
-
|
|
|
-
|
|
|
5,000
|
|
$
|
2,134,673
|
|
|
|
(1)
|
Salaries
are provided for that part of 2007 during which each Named Executive
Officer served as such.
|
|
|
(2)
|
Granted
under the terms of our 2006 Non-Statutory Stock Option Plan. The
amounts
in this column represent the dollar amounts recognized for financial
statement reporting purposes in fiscal 2007 with respect to option
grants
made in 2006, in accordance with SFAS
123R.
|
|
|
(3)
|
We
used the Black-Scholes option pricing model to determine the fair
value of
all 2006 option grants.
|
|
|
(4)
|
Mr.
Tattersall’s employment contract was terminated on December 14, 2007.
Pursuant to the contract, Mr. Tattersall was paid a $5,000
severance.
|
Messrs.
Watford and Raley were granted stock options on September 14, 2006 and September
15, 2006, respectively, which vest and therefore become exercisable on a pro
rata basis monthly over three years from the date of grant, commencing on their
date of hire. We valued the stock grant based on the following
assumptions:
|
Dividend
Yield (per share)
|
|
$
|
0.00
|
|
|
Volatility
(%)
|
|
|
71.3
|
%
|
|
Risk-free
Interest Rate (%)
|
|
|
4.625
|
%
|
|
Expected
Life
|
|
|
3.0
years
|
|
|
Forfeiture
Rate
|
|
|
15
|
%
|
Accordingly,
the weighted average fair value per option at the grant date was
$0.39.
Mr.
Tattersall was granted a stock award as part of his employment agreement on
October 6, 2006. The restricted shares vest pro rata basis monthly over three
years from the date of grant, commencing on their date of hire. We valued the
stock grant based on the closing price of our stock on the date of
hire.
Accordingly,
the fair value per share was $0.66.
Outstanding
Equity Awards at Fiscal Year End
The
following table provides information concerning unexercised options, stock
that
has not vested and equity incentive plan awards for each of our Named Executive
Officers as of December 31, 2007.
|
|
|
OPTION AWARDS
|
|
STOCK AWARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Market or
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
Unearned
|
|
|
|
|
|
|
|
|
Awards;
|
|
|
|
|
|
|
|
Market
|
|
Shares,
|
|
Shares,
|
|
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Units or
|
|
Units or
|
|
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Share or
|
|
Shares or
|
|
Other
|
|
Other
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Units of
|
|
Units of
|
|
Rights
|
|
Rights
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
Option
|
|
Stock that
|
|
Stock That
|
|
That Have
|
|
That Have
|
|
|
|
|
Options (#)
|
|
Options (#)
|
|
Unearned
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
|
Not Vested
|
|
Not Vested
|
|
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Options (#)
|
|
Price ($)
|
|
Date
|
|
Vested (#)
|
|
Vested($)
|
|
(#)
|
|
($)
|
|
|
Billy
Raley, CEO
|
|
|
86,806
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
09/30/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
10/30/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
11/30/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
12/31/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
01/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
02/28/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
03/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
04/30/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
05/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
06/30/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
07/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
08/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
09/30/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
10/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
11/30/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
12/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
3,559,029
|
|
|
0.78
|
|
|
|
(1)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
TOTAL
|
|
|
2,690,971
|
|
|
-
|
|
|
3,559,029
|
|
|
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dyron
Watford, CFO
|
|
|
86,806
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
09/30/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
10/30/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
11/30/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
12/31/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
01/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
02/28/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
03/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
04/30/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
05/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
06/30/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
07/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
08/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
09/30/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
10/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
11/30/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
173,611
|
|
|
-
|
|
|
-
|
|
|
0.78
|
|
|
12/31/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
3,559,029
|
|
|
0.78
|
|
|
|
(2)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
TOTAL
|
|
|
2,690,971
|
|
|
-
|
|
|
3,559,029
|
|
|
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
(1)
|
These
options held by Mr. Raley vest in equal monthly installments pursuant
to his employment contract at a rate of 173,611 per
month.
|
|
|
(2)
|
These
options held by Mr. Watford vest in equal monthly installments
pursuant to his employment contract at a rate of 173,611 per
month.
|
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of
the Exchange Act (“Section 16(a)”) requires our directors, executive officers
and beneficial owners of more than 10% of any class of our securities, to file
with the SEC initial reports of ownership and reports of changes in ownership
of
our common stock and other equity securities. Officers, directors and 10%
beneficial owners are required by SEC regulation to furnish us with copies
of
all Section 16(a) forms they file.
To
our
knowledge, based solely on a review of the copies of such reports furnished
to
us and written representations that no other reports were required during the
fiscal year ended December 31, 2007, all Section 16(a) filing
requirements applicable to its officers, directors and 10% beneficial owners
were complied with, except that two Form 4s were not timely filed for
Mr. Raley and Mr. Watford.
Stockholder
Communications with the Board
Historically,
we have not adopted a formal process for stockholder communications with the
Board. Nevertheless, every effort has been made to ensure that the views of
our
stockholders are heard by the Board or individual directors, as applicable,
and
that appropriate responses are provided to stockholders in a timely manner.
We
currently believe that these informal efforts to receive and respond to
stockholder communications to the Board have proven effective in obviating
the
need for any formal process.
The
Board
knows of no other matters that will be presented for consideration at the annual
meeting. If any other matters are properly brought before the meeting, it is
the
intention of the persons named in the accompanying proxy to vote on such matters
in accordance with their best judgment.
By
Order
of the Board of Directors,
Dyron
M. Watford
Chairman
of the Board
August ______,
2008
LOCATION
OF UNIVERSAL ENERGY CORP. ANNUAL MEETING OF STOCKHOLDERS
____________,
___________, 2008 at ________ a.m. EDST
3300
Las
Vegas Blvd. South
Las
Vegas, Nevada 89109
Beneficial
owners of common stock held in street name by a broker or bank will need proof
of ownership to be admitted to the meeting. A recent brokerage statement or
a
letter from your broker or bank are examples of proof of ownership.
Important
Notice Regarding the Availability of Proxy Materials for the
Annual
Meeting of Stockholders to be held on ___________, 2008:
Our
proxy
statement and Annual Report are available at
www.universalenergycorp.com
PROXY
SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
FOR
THE 2008 ANNUAL MEETING OF STOCKHOLDERS
____________,
2008
The
undersigned having received the Notice of Annual Meeting of Stockholders and
proxy statement, revoking any proxy previously given, hereby appoint(s) Dyron
M.
Watford and Billy R. Raley, and either of them, as proxies to vote as directed
all shares the undersigned is (are) entitled to vote at the Universal Energy
Corp. 2008 Annual Meeting of Stockholders and authorize(s) each to vote in
his
discretion upon other business as may properly come before the meeting or any
adjournment or postponement thereof.
If
this signed proxy card contains no specific voting instructions, these shares
will be voted “FOR” all nominees for director and “FOR” Items 2, 3 and 4, and in
the discretion of the named proxies on all other matters.
IF
YOU DO NOT VOTE BY TOUCH-TONE PHONE OR VIA THE INTERNET,
PLEASE
MARK, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE
AND
RETURN IT IN THE ENCLOSED ENVELOPE.
Address
Changes/Comments:
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
(If
you
noted and Address Changes/Comments above, please mark corresponding box on
the
reverse side.)
UNIVERSAL
ENERGY CORP.
30
SKYLINE DRIVE
LAKE
MARY, FLORIDA 32746
VOTE
BY INTERNET –
www.proxyvote.com
Use
the
Internet to transmit your voting instructions and for electronic delivery
of
information up until 10:00 A.M. EDST on ___________ 2008. Have your proxy
card
in hand when you access the web site and follow the instructions to obtain
your
records and to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If
you
would like to reduce the costs incurred by Universal Energy Corp. in mailing
proxy materials, you can consent to receiving all future proxy statements,
proxy
cards and annual reports electronically via e-mail or the Internet. To sign
up
for electronic delivery, please follow the instructions above to vote using
the
Internet and, when prompted, indicate that you agree to receive or access
stockholder communications electronically in future years.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we
have
provided or return it to Universal Energy Corp., c/o
_____________________________________________.
|
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
KEEP
THIS PORTION FOR YOU
|
|
|
DETACH
AND RETURN THIS PORTION ONLY
|
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
UNIVERSAL
ENERGY CORP.
The
Board of Directors recommends a vote FOR all the listed nominees and Items
2, 3
and 4.
|
Vote on Directors
|
|
|
|
|
|
|
|
Vote
on Proposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dyron M. Watford
|
|
¨
|
|
¨
|
|
¨
|
|
Increase
Authorized Shares to 1,500,000,000
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billy
R. Raley
|
|
¨
|
|
¨
|
|
¨
|
|
Approve
the 2006 Non-Statutory Stock Option Plan
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratify
Cross, Fernandez & Riley, LLP. as auditors
|
|
¨
|
|
¨
|
|
¨
|
|
For
address changes and/or comments, please check this box and write
them on
the back where indicated.
o
|
Please
indicate if you plan to attend this meeting:
|
¨
Yes
|
¨
No
|
|
|
|
|
|
|
|
|
Note
:
Please sign as name appears hereon. Joint owners should each sign.
When
signing as attorney, executor, administrator, trustee or guardian,
please
give full title as such.
|
|
Signature
[PLEASE SIGN WITHIN BOX]
|
|
Date
|
|
Signature
(Joint Owners)
|
|
Date
|
Annex
A
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
UNIVERSAL
ENERGY CORP.
Adopted
in accordance with the provisions
of
Section 242 of the General Corporation
Law
of
the State of Delaware
Universal
Energy Corp. (the “Corporation”), a corporation organized and existing under the
laws of the State of Delaware, by its duly authorized officers, does hereby
certify that:
FIRST:
That the
Board of Directors of the Corporation has duly adopted resolutions (i)
authorizing the Corporation to execute and file with the Secretary of State
of
the State of Delaware an amendment of the Corporation’s Certificate of
Incorporation to increase the authorized shares of the Corporation’s Common
Stock, par value $0.0001 per share; (ii) declaring such amendment to be
advisable and (iii) directing that such amendment be considered at the 2008
Annual Meeting of Stockholders.
SECOND:
That
upon the effectiveness of this Certificate of Amendment of the Certificate
of
Incorporation, the Certificate of Incorporation is hereby amended by replacing
the current Article 4 with a new Article 4 that states as follows:
“The
total number of shares of stock which the corporation is authorized to issue
is
1,500,000,000 shares of Common Stock having a par value of $0.0001 per
share.”
THIRD:
That,
in
accordance with the provisions of the Delaware General Corporation Law, the
holders of a majority of the outstanding Common Stock of the Corporation
entitled to vote thereon affirmatively voted in favor of the amendment at the
2008 Annual Meeting of Stockholders held on August __, 2008.
FOURTH:
That
the
amendment was duly adopted in accordance with the provisions of Section 242
of
the Delaware General Corporation Law by the Board of Directors and stockholders
of the Corporation.
IN
WITNESS WHEREOF
,
the
Corporation has caused this Certificate of Amendment of the Certificate of
Incorporation to be executed by _____________, its ______________, and attested
to by _________, its _____________, this ___ day of _______, 2008.
|
UNIVERSAL
ENERGY CORP.
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
ATTEST:
By:
Name:
Title:
Universal Energy (CE) (USOTC:UVSE)
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