Woodstock Financial Group Inc - Information Statement - All Other (definitive) (DEF 14C)
17 Marzo 2008 - 3:08PM
Edgar (US Regulatory)
Information Statement
Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as
permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
Woodstock Financial Group, Inc.
(Name of Registrant as Specified in its Charter)
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[X] No fee required.
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Woodstock Financial Group, Inc.
117 Towne Lake Parkway, Suite 200
Woodstock, Georgia 30188
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Woodstock Financial Group, Inc.
Annual Meeting of Shareholders, March 27, 2007
Information Statement
Pursuant to Section 14(c) of the Securities Exchange Act of 1934
The Rules of the U.S. Securities Exchange Commission require that
we provide you with this Information Statement prior to the
Annual Meeting
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
The only matter to be acted upon at the Annual Meeting is the
election of Directors
Item 1. Date, Time and Place of Meeting.
-------------------------------
DATE: March 27, 2008
TIME: 2:00 p.m.
PLACE: 117 Towne Lake Parkway, Suite 200
Woodstock, Georgia 30188
Item 2. Voting Securities and Percentage Required
-----------------------------------------
Voting Securities: 17,619,008 shares of Common Stock
each entitled to one (1) vote per
share.
Record Date: March 1, 2008
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Percentage Required: 51% of shares present and voting
Item 3. Principal Holders of Common Stock:
The following table sets forth the record ownership of our Common
Stock as of December 31, 2007, as to (i) each person or entity who
owns more than five percent (5%) of any class of our Securities
(including those shares subject to outstanding options), (ii)
each person named in the table appearing in "Remuneration of
Directors and Officers", and (iii) all officers and directors of
the Company as a group.
NAME & ADDRESS SHARES PERCENT OF
OWNED CLASS
-------------------------------------------------------------
William J. Raike, III 14,647,000 83.02%
OFFICERS & DIRECTORS AS A GROUP 14,687,000 83.25%
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To the best of our knowledge, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock
owned by them, subject to community property laws where applicable. The
above referenced number of shares does not include shares available upon
exercise of the options described below.
Item 4. Directors and Executive Officers
Set forth below is information regarding our directors and executive
officers. We have no other management employees besides those described
below, and there are currently no other persons under consideration to
become directors or executive officers.
NAME AGE POSITION
---- --- --------
William J. Raike, III 49 Chairman, President and CEO
Melissa L. Whitley 31 Treasurer, CFO and Director
Morris L. Brunson 68 Director
William D. Bertsche 63 Director
Geoffrey T. Chalmers 72 Director
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The Board of Directors has designated an Audit Committee of the Board of
Directors consisting of one member, that will review the scope of accounting
audits, review with the independent auditors the corporate accounting
practices and policies and recommend to whom reports should be submitted
within the Company, review with the independent auditors their final report,
review with independent auditors overall accounting and financial controls,
and be available to the independent auditors during the year for consultation
purposes. The Board of Directors has also designated a Compensation Committee
of the Board of Directors consisting of three Directors, which will review
the performance of senior management, recommend appropriate compensation
levels and approve the issuance of stock options pursuant to the Company's
stock option plan. All Directors and officers of the Company serve until
their successors are duly elected and qualify.
The Audit Committee consists of Morris Brunson.
The Compensation Committee consists of Morris Brunson, William Raike, and
William Bertsche.
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William J. Raike, III, Chairman, President and CEO (Since 1995)
Mr. Raike has been licensed in the financial services industry
for approximately 20 years. His brokerage career began as a
financial representative in 1985 with an FINRA member brokerage
headquartered in Denver, Colorado. In 1988, Mr. Raike accepted
a position as Vice President and Branch Manager of the Atlanta,
Georgia regional office. Mr. Raike later joined Davenport & Company,
a NYSE member firm headquartered in Richmond, Virginia and
subsequently owned an independently operated branch office of an
FINRA member firm. Mr. Raike formed Raike Financial Group, Inc. in
March of 1995 and was successful in growing the company from two
registered representatives and approximately $200,000 in revenues to
over 100 representatives and close to $10,000,000 in revenues by year
2000. Mr. Raike currently holds positions as Chairman of the Board,
Chief Executive Officer and President and is licensed with the
Series 4 (Registered Options Principal), 7 (General Securities
Representative), 24 (General Securities Principal), 55
Equity Trader), 63 (State Securities License).
Melissa L. Whitley, Treasurer, CFO and Director (Since 2003)
Mrs. Whitley has been with Raike Financial Group, Inc. since its
inception in March 1995. Prior to joining Raike Financial, she
was the operations manager of an independently owned OSJ branch
office. Mrs. Whitley has served in several capacities during her
tenure at Raike Financial including: trading operations,
administrative operations, as well as accounting and payroll.
Mrs. Whitley currently holds a Series 27 Financial Operations
Principal License.
Morris L. Brunson, Director (Since 1995)
Mr. Brunson graduated from Berry College in 1958 with a degree in
Business Administration with a concentration in Accounting. His
career has been spent in the accounting and financial areas
primarily in the health care business. He was the Accounting
Manager for Floyd Medical Center, a Cost Accountant for Ledbetter
Construction Co. and has held several positions at the American
Red Cross and the United Way. He retired from the firm in 1998 and
Currently resides in Georgia.
William D. Bertsche, Director (Since 1995)
Mr. Bertsche was educated at Santa Rosa College in Santa Rosa,
California and at River Falls College in Wisconsin. At an early
age, Mr. Bertsche managed a family business in the dairy industry
and since has managed private business ventures in the private
security industry. He is an entrepreneur and has been self
employed for the better part of his life and currently resides
in Virginia.
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Geoffrey T. Chalmers, Director (Since 2003)
Mr. Chalmers is a graduate of Harvard College and Columbia Law
School. He has been a practicing attorney for over 35 years in
corporate and securities law, having acted as general counsel to
several public and private companies, including broker dealers.
He is engaged in private practice.
Item 5. Executive Compensation
The following table sets forth the current annual salary of our
highest-paid officer:
Name or Group Title Compensation
------------- ----- ------------
William J. Raike, III Chairman, President $ 332,914
and CEO
TOTAL SALARIES FOR THE YEAR 2007 OF OFFICERS
AND DIRECTORS AS A GROUP $ 91,051
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The total bonus earned in 2007 by Mr. Raike was $202,914.
In January, 1998 our Board Adopted the Raike Financial Stock
Option Plan and authorized the reservation of 800,000 shares
of our Common Stock for issuance pursuant to the Plan. The Plan
is intended to provide qualified stock options under the Internal
Revenue Code to employees, registered representatives, consultants
and others in the service of the Company, in recognition of services
rendered.
The options are to be issued upon such terms and restrictions as
shall be determined by the Compensation Committee of our Board of
Directors.
Neither the options nor the underlying Common Stock are registered
for public sale under the securities laws. The options Common
Stock cannot be transferred unless so registered or pursuant to an
opinion of counsel that such registration is not required.
In December 1998, we adopted the 1998 Employee Stock Option Plan,
(the "Plan"). See below under "Executive Compensation." During 1998,
1999 and 2000 the Company did not grant any options or issue any
shares under the Plan.
In 2001 555,500 options were issued to 21 persons. In 2002 no
options were issued. In 2003, 14,500 options were issued. In
2004, 2005 and 2006 no options were issued.
In May 2007, the Board of Directors approved increasing the total
shares available for potential future option grants to 25 million
shares. During July 2007, 2,257,000 options were issued.
No directors and officers currently hold any options.
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Item 6. Certain Relationships
The majority shareholder receives consulting fees in the amount of $130,000
annually. In addition, the Company pays a bonus equal to 2.5% of revenues to
the majority shareholder. The majority shareholder's spouse also receives
consulting fees of $120,000 annually. During the year ended December 31, 2007
and 2006, the majority shareholder earned a bonus of $202,914 and $231,606,
respectively. Of the $231,606 bonus earned in 2006, $37,173 was forgiven.
In 2004, the Company entered into an agreement with Pea Pod Consulting Inc.,
which is owned by a former member of the Company's Board of Directors. This
agreement called for annual consulting fees for services related to
regulatory compliance and other operational issues totaling $84,000, of
which a total of $35,538 was paid during 2007 and $84,000 was paid during
2006. Pea Pod Consulting Inc. resigned from the agreement effective
April 20, 2007. Pea Pod Consulting Inc. resigned voluntarily to pursue
other opportunities.
Item 7. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
There have been no changes in accountants or disagreements with accountants
on accounting and financial disclosure during 2002 or through March 17, 2008.
Item 8. Financial Information
Further financial information may be found in the Company's reports filed
with the U.S. Securities Exchange Commission at www.sec.gov. Copies of
these reports will be furnished on request by calling (770) 516-6996.
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