PRRN14A 1 formprec14a.htm GLOBAL 8 ENVIRONMENTAL TECHNOLOGY PREC14A 9-3-2010
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant o
Filed by a Party other than the Registrant x
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only
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(As Permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Milverton Capital Corporation, Shane Thibault, Bernice Church, Donald Dyer, Fernando Londe and Rene Branconnier.
Payment of Filing Fee (Check the appropriate box):
x No fee required
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value oftransaction computed pursuant to Exchange Act Rule 0-11 (set forth theamount on which the filing feeis calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Checkbox if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting feewas paid previously. Identify the previous filing by registrationstatement number, orthe form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY PROXY STATEMENT IN OPPOSITION TO
MANAGEMENT AND THE CURRENT BOARD OF DIRECTORS
FOR 2010 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY STATEMENT IS A PRELIMINARY COPY
AND IS SUBJECT TO CHANGE UNTIL A DEFINITIVE PROXY STATEMENT HAS BEEN FILED WITH THE SECURITIES EXCHANGE COMMISSION
MilvertonCapital Corporation (“Milverton”), the largest single shareholder ofGlobal 8 Environmental Technology, Inc. (the “Company”), ReneBranconnier, Shane Thibault, Fernando Londe, Bernice Church, and DonDyer (collectively, the “Solicitation Participants”), are solicitingproxies to be used at the Company’s October ___, 2010 annual meeting ofstockholders (“Annual Meeting”). Please read and carefully consider theinformation presented in this proxy statement and vote by completing,dating, signing and returning the enclosed proxy in the enclosedpostage-paid envelope.
This proxy statement and the form of proxy will be mailed to certain stockholders on or about September ___, 2010.
INFORMATION ABOUT THE ANNUAL MEETING
WHEN IS THE ANNUAL MEETING?
Accordingto the Notice of Annual Meeting sent to shareholders of the Company onor about September __, 2010 and attached hereto as Appendix A (the“Notice of Annual Meeting”) the Annual Meeting will be held October___, 2010, 10:00 a.m. Pacific Daylight Time.
WHERE WILL THE ANNUAL MEETING BE HELD?
Accordingto the Notice of Annual Meeting, the meeting will be held at Red RockCasino Resort Spa located at 11011 W. Charleston, Las Vegas, NV 89135.
WHAT ITEMS WILL BE VOTED UPON AT THE ANNUAL MEETING?
TheSolicitation Participants will be making the following proposals at theAnnual Meeting and soliciting votes to take the following actions,which are collectively referred to as the (“Solicitation Participants’Proposals”):
1.TO VOTE FOR THE REPEAL OF THE COMPANY’S AMENDED AND RESTATED BYLAWSADOPTED BY THE COMPANY’S BOARD WITHOUT APPROVAL OF THE COMPANY’SSHAREHOLDERS ON JULY 31, 2010 AND ANY AMENDMENTS THE BOARD MAY ADOPTTHEREAFTER (the “Amended Bylaws”) AND REINSTATE THE COMPANY’S BYLAWSTHAT WERE IN PLACE BEFORE THE AMENDED BYLAWS (the “Restoration of theBylaws Proposal”); and
2.If the Restoration of the Bylaws Proposal is passed by theshareholders of the Company, TO CONDUCT THE ANNUAL MEETING AND ELECTTHE DIRECTORS AT THE ANNUAL MEETING IN ACCORDANCE WITH THE TERMS OF THECOMPANY’S REINSTATED BYLAWS RATHER THAN THE AMENDED AND RESTATED BYLAWS(the “Election Under Prior Bylaws Proposal”).
According to the Notice of Annual Meeting, you will also be voting on the following matters:
3. TO ELECT FOUR DIRECTORS FOR ONE-YEAR TERMS EXPIRING AT THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD IN 2011.
4. TO RATIFY THE APPOINTMENT OF RICHARD HAWKINS AS THE COMPANY’S INDEPENDENT ACCOUNTANTS.
5.OTHER BUSINESS. To transact such other business as may properly comebefore the Annual Meeting or any adjournment of the Annual Meeting.
WHO CAN VOTE?
According to the Notice of Annual Meeting:
Shareholdersof record at the close of business on September __, 2010, the recorddate for the meeting, are entitled to receive notice of and toparticipate in the Annual Meeting. As of that record date, the Companyhad outstanding and entitled to vote [94,464,063]sharesof common stock. The common stock is the only class of stock of Global8 that is outstanding and entitled to vote at the Annual Meeting. Ifyou were a stockholder of record of common stock on that record date,you will be entitled to vote all of the shares that you held on thatdate at the meeting, or any postponements or adjournments of themeeting. Each outstanding share of Global 8’s common stock will beentitled to one vote on each matter. Stockholders who own sharesregistered in different names or at different addresses will receivemore than one Proxy card. You must sign and return each of the Proxycards received to ensure that all of the shares owned by you arerepresented at the Annual Meeting.
HOW DO I VOTE BY PROXY?
Youmay vote your shares by mail by marking, signing and dating theenclosed proxy card as promptly as possible and returning it to,Vincent & Rees, the representative of the Solicitation Participants(“Solicitation Participants’ Representative”) at: Global 8 SolicitationParticipants, c/o Vincent & Rees, 175 S. Main St., 15th Floor, Salt Lake City, Utah 84111.
For each item of business, you may vote "FOR" or "AGAINST" or you may "WITHHOLD" your vote.
If you return your signed proxy card but do not specify how you want to vote your shares, we will vote them:
-“FOR” the repeal of the Amended and Restated Bylaws adopted by theBoard on July 31, 2010 and the reinstatement of the Bylaws of theCompany in place prior to the adoption of the Amended and RestatedBylaws (the “Reinstated Bylaws”);
-“FOR” the conduct of the AnnualMeeting and election of the Boardof Directors of the Company at the Annual Meeting under the provisionsof the Reinstated Bylaws;
-“FOR” the election of each of Fernando B. Londe, Bernice L.Church, Donald V. Dyer and Shane E. Thibault to the Company’s Board ofDirectors; and
- “AGAINST” the ratification of the appointment of Richard Hawkins as the Company’s independent auditor(s).
-If any matters other than those set forth above are properly broughtbefore the Annual Meeting, the individuals named in your proxy card mayvote your shares in accordance with their best judgment.
HOW DO I CHANGE OR REVOKE MY PROXY?
You can change or revoke your proxy at any time before it is voted at the Annual Meeting by:
1. Submitting another proxy by mail with a more recent date than that of the proxy first given;
2. Sending written notice of revocation to Global 8 Solicitation Participants, c/o Vincent & Rees, 175 S. Main St., 15th Floor, Salt Lake City, Utah 84111; or
3. Attending the Annual Meeting and voting in person. Ifyour shares are held in the name of a bank, broker or other holder ofrecord, you must obtain a proxy, executed in your favor, from theholder of record to be able to vote at the meeting.
Ifyou choose either of the first two methods, your proxy or notice mustbe received no later than 5:00 p.m., October ___, 2010, PacificDaylight Time. Once voting on a particular matter is completed at theannual meeting, you will not be able to revoke your proxy or changeyour vote as to that matter. Ifyour shares are held in street name by a broker, bank or otherfinancial institution, you must contact that institution to change yourvote.
CONFERENCE CALL AND AUDIO WEBCAST
Accordingto the Notice of Annual Meeting, shareholders will be able to listenlive by phone or video broadcast to the annual meeting. The dial-innumbers for the conference call will be posted at www.g8et.net beforethe meeting. Lines are limited and will be available on a first-come,first-served basis. Video Conferencing will also be available throughthe Red Rock Casino.
WHAT CONSTITUTES A "QUORUM" FOR THE ANNUAL MEETING?
According to the Notice of Annual Meeting:
One-thirdof the outstanding shares of the Company's common stock entitled tovote at the Annual Meeting present or represented by proxy, constitutesa quorum. Abstentions, broker non-votes and votes withheld fromdirector nominees count as "shares present" at the Annual Meeting forpurposes of determining a quorum. However, abstentions and brokernon-votes do not count in the voting results.
Youmust provide the number of shares that are subject to your proxy at thebottom of the proxy form in order to have those shares count as “sharespresent” at the Annual Meeting.
HOW MANY VOTES ARE REQUIRED?
Assuminga quorum is present, a plurality of votes cast by the shares entitledto vote on each of the Solicitation Participants Proposals will berequired to adopted each of the Solicitation Participants Proposals.
If the Shareholder Proposals are successful, a plurality of votes cast by the shares entitled to vote in the election of directors will be required to elect each director.
Accordingto the Notice of Annual Meeting, and if the Shareholder Proposals areunsuccessful, the election of directors will be conducted as follows:
Electionof the Directors shall be by “party-list proportional representation”in which all slates shall be voted as a single proposal, and theD’Hondt method shall be used to determine the number of Board seats wonby that slate. The candidates comprising the slate shall berank-ordered by use of the “open list” voting method, in which voterswho cast votes for that slate shall indicate their rank-orderpreferences within the list of candidates comprising the slate. On aslate winning at least one seat, the candidate receiving the most votesfor rank “1” shall be that slate’s first candidate seated; thecandidate who receives the most votes for rank “2” the second seat; andso on. Candidates not already nominated as part of a slate may benominated and seconded by shareholders from the floor. The votesreceived by any such candidate shall be tallied according to theD’Hondt method, simultaneously with the tally of other slates, as ifshe or he were a separate slate, such that if she or he receivessufficient votes to win one seat under the D’Hondt method, she or heshall be entitled to on seat on the Board. Voters may cast their votesfor on slate or for any combination of slates and/or independentlynominated candidates.
Anyabstentions, "broker non-votes" (shares held by brokers or nominees asto which they have no discretionary authority to vote on a particularmatter and have received no instructions from the beneficial owners orpersons entitled to vote thereon), or other limited proxies will notcount in the voting results.
DISSENTER'S RIGHT OF APPRAISAL
Accordingto the Notice of Annual Meeting, no action will be taken in connectionwith the proposal described in this Proxy Statement for which Nevadalaw, our Articles of Incorporation or Amended Bylaws provide a right ofa shareholder to dissent and obtain appraisal of or payment for suchshareholder's shares.
WHO PAYS FOR THE SOLICITATION OF PROXIES AND HOW WILL PROXIES BE SOLICITED?
Proxiesmay be solicited by Milverton, consultants and employees of Milverton,and by the other Solicitation Participants by mail, telephone,facsimile, e-mail and personal solicitation. Regular employees andconsultants of Milverton and its affiliate, Rene Branconnier, may beused to solicit proxies and, if used, will not receive additionalcompensation for such efforts. Banks, brokerage houses and othercustodians, nominees and fiduciaries may be requested to forward thesolicitation material of the Solicitation Participants to theircustomers for whom they hold shares, and the Solicitation Participantswill reimburse them for their reasonable out-of-pocket expenses.
Theentire expense of preparing, assembling, printing and mailing thisProxy Statement and related materials, and the cost of solicitingproxies for the proposals endorsed by the Solicitation Participants,will be borne by the Solicitation Participants. The solicitationparticipants estimate that its total expenditures relating to thesolicitation will be approximately $25,000 (including professional feesand expenses, but excluding any costs represented by salaries and wagesof regular employees and consultants of Milverton and its affiliate).The total expenditures to date have been approximately $12,500, paid byMilverton. The Solicitation Participants intend to seek reimbursementfrom the Company for its expenses and the Solicitation Participantswould propose that, due to the cost to the Company of conductinganother shareholder vote, such reimbursement not be put to a vote ofthe shareholders unless required by applicable law.
HOW DO I NOMINATE A DIRECTOR OR BRING OTHER BUSINESS BEFORE THE ANNUAL MEETING?
Tonominate a candidate for director at the Annual Meeting to be held in2011, your notice of the nomination must be received by the Companyduring the period beginning at 12:01 a.m., Pacific Time, on January 30,2011 and ending at 11:59 p.m., Pacific Time, March 30, 2011. Thenotice must describe various matters regarding the nominee, includingname, address, occupation, and shares held. To bring other mattersbefore the 2011 Annual Meeting, notice of your proposal must also bereceived by the Company within the time limits described above and mustmeet Company By-Law requirements, if any. In addition, to include aproposal in the Company’s Proxy Statement, and proxy card for thatmeeting, your notice and proposal must also comply with therequirements of Rule 14a-8 of the Securities Exchange Act of 1934, asamended. Copies of the Company’s By-Laws may be obtained free ofcharge from the Corporate Secretary.
PERSONS MAKING THE SOLICITATION
Informationconcerning Milverton, Shane Thibault (“Thibault”), Bernice Church(“Church”), Fernando Londe (“Londe”), Donald Dyer (“Dyer”) and ReneBranconnier (“Branconnier”) who are each “participants in thesolicitation” as defined in the proxy rules promulgated by theSecurities and Exchange Commission under the Securities Exchange Act of1934, as amended, is set forth in Appendix B hereto.
Milverton,Thibault, Church, Londe, Dyer and Branconnier, intend to vote theirshares of the Company’s common stock in accordance with therecommendations of the Solicitation Participants set forth herein.
WHY ARE THE SOLICITATION PARTICIPANTS SOLICITING PROXIES?
OnJanuary 15, 2010, sixty-two shareholders (the “Plaintiff Shareholders”)of the Company filed a complaint against the Company and each of itsdirectors, individually, to compel the Company to hold an annualmeeting of the shareholders (the “Shareholder Action”). The HonorableElizabeth A. Gonzalez, Judge (“Justice Gonzalez”), Eighth JudicialDistrict Court (Clark County, Nevada) conducted the hearings in theShareholder Action and ordered the Company to conduct an annual meetingon October ___, 2010. Justice Gonzalez also ordered the PlaintiffShareholders to pay the cost of providing shareholder notice of themeeting and holding the meeting.
Onor about September ___, 2010, the Plaintiff Shareholders paid for theNotice of Annual Meeting to be sent to the shareholders of the Companyon behalf of the Company. In order to have enough votes present toconstitute a quorum for the Annual Meeting, proxies needed to besolicited from the shareholders of the Company. The PlaintiffShareholders, although aligned in their desire to cause the Company tohold an annual meeting, were not similarly aligned in their interest ofconducting a contested proxy action for the Annual Meeting or coming toa 62-party agreement on the slate of directors.
MilvertonCapital Corporation came to be a solicitation participant through itsinvolvement as a Plaintiff Shareholder in the action compelling theCompany to hold an annual meeting. As one of the Company’s largestshareholders, Milverton Capital Corporation has a strong interest inseeing that the Corporation is run by directors duly elected by itsshareholders.
Mr.Thibault was previously employed by the Company in the area of investorrelations and Mr. Church, Ms. Church’s husband, also has worked as aconsultant for the Company in the area of investor relations. Mr.Thibault and the Churches have received a number of calls fromshareholders concerned about the management of the Company and Mr.Thibault and the Churches have relayed those concerns to MilvertonCapital Corporation. Milverton Capital invited Mr. Thibault and Ms.Church to participate in the solicitation due to each person’s previousexperience in dealing with the shareholders of the Company and thecontinued trust that Milverton Capital Corporation perceives a largenumber of shareholders as having in Mr. Thibault’s and Ms. Church’sabilities to represent the interests of the shareholders.
Mr.Dyer has, at times, served as a consultant to Milverton Capital and theCompany in the area of public and investor relations as an employee ofPacific Ocean Resources. Milverton Capital Corporation was impressedwith Mr. Dyer’s services and skill set and invited him to be adirectorial nominee at the annual meeting.
Mr.Londe was a director candidate proposed by Julio Ferriera at the timethat Mr. Ferriera was President of the Company. Milverton CapitalCorporation reviewed Mr. Londe’s qualifications and believed that hewas a good directorial candidate and Milverton decided to support hisnomination and election as a director of the Company prior to therefusal of the directors to hold an annual meeting, which led to theshareholder action. Despite the fact that Mr. Londe was proposed byMr. Ferriera and relationships have deteriorated between MilvertonCapital Corporation and Mr. Ferriera, Milverton Capital continues tobelieve that Mr. Londe is a qualified nominee.
Eachof the Solicitation Participants, then, agreed to conduct the contestedproxy action with a slate of directors selected by the SolicitationParticipants.
WHO WILL VERIFY THE VOTING RESULTS?
TheMinute Orders dated May 11, 2010 from the Eighth Judicial DistrictCourt state that, in connection with the annual meeting, the Court will“count the votes and will make a determination of the proper vote.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Tothe extent that such information could be gleaned from the Company’spast filings and the shareholder records provided by the Company, thefollowing table sets forth the number of and percent of the Company'scommon stock beneficially owned by:
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all directors and nominees, naming them,
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the Company’s executive officers,
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the Company’s directors and executive officers as a group, without naming them, and
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persons or groups known by us to own beneficially 5% or more of our Common Stock:
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Thepercentages in the table have been calculated on the basis of treatingas outstanding for a particular person, all shares of our capital stockoutstanding on September __, 2010, and all shares of the Company’scommon stock issuable to that person in the event of the exercise ofoutstanding options and other derivative securities owned by thatperson which are exercisable within 60 days of September __,2010. Except as otherwise indicated, the persons listed below havesole voting and
investment power with respect to all shares of the Company’s capital stock owned by them.
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Name
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Number of Shares Beneficially Owned
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Percentage
ofVoting
Stock (1)
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NOMINEES
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Bernice L. Church
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383,000 |
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0.4 |
%(2) |
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Don V. Dyer
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3,491,256 |
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3.6 |
%(3) |
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Fernando B. Londe
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300,000 |
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0.3 |
% |
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Shane E. Thibault
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1,109,436 |
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1.2 |
%(4) |
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Total Nominees
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6,885,228 |
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7.3 |
% |
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DIRECTORS AND EXECUTIVE OFFICERS
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Daniel Wolf
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7,500,000 |
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7.9 |
% |
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Total Directors and Executive Officers
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7,500,000 |
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7.9 |
% |
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5% BENEFICIAL OWNERS
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Rene Braconnier
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8,450,379 |
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9 |
%(5) |
(1) UnderRule 13d-3, a beneficial owner of a security includes any person who,directly or indirectly, through any contract, arrangement,understanding, relationship, or otherwise has or shares: (i) votingpower, which includes the power to vote or to direct the voting ofshares; and (ii) investment power, which includes the power to disposeor direct the disposition of shares. Certain shares may be deemed to bebeneficially owned by more than one person (if, for example, personsshare the power to vote or the power to dispose of the shares). Inaddition, shares are deemed to be beneficially owned by a person if theperson has the right to acquire the shares (for example, upon exerciseof an option) within 60 days of the date as of which the information isprovided. In computing the percentage ownership of any person, theamount of shares outstanding is deemed to include the amount of sharesbeneficially owned by such person (and only such person) by reason ofthese acquisition rights. As of May 22, 2010, there were 94,464,063,shares of the Company’s common stock issued and outstanding.
(2) Represents shares of common stock owned jointly by Ms. Church and her husband.
(3) Includes 2,765,256 Shares of Common Stock held by Pacific Ocean, of which Mr. Dyer is a controlling shareholder.
(4) Includes 1,109,436 shares of Common Stock held by AS&T Holdings Inc., of which Mr. Thibault is a controlling shareholder.
(5) Includes(a) 6,716,060 shares of common stock owned by Milverton CapitalCorporation, of which Mr. Branconnier is a controlling shareholder, (b)674,884 shares of common stock owned by 529473 BC Ltd., of which Mr.Branconnier is a controlling shareholder, (c) 680,435 shares of commonstock owned by Dynasty Farms Ltd., of which Mrs. Branconnier is acontrolling shareholder through Sanclair Holdings Ltd. and (d) 379,000shares of common stock owned by Sharon Branconnier, Mr. Branconnier’swife. Mr. Branconnier’s mailing address is 8412 Armstrong Road,Langley, BC V1M3P5. Neither Mr. Branconnier nor Ms. Branconnier hasowned any equity in Pacific Ocean Resources since August 2003.
PROPOSAL1: REPEAL OF THE COMPANY’S AMENDED AND RESTATED BYLAWS ADOPTED BY THECOMPANY’S BOARD WITHOUT APPROVAL OF THE COMPANY’S SHAREHOLDERS ON JULY31, 2010 AND ANY AMENDMENTS THE BOARD MAY ADOPT THEREAFTER (THE “AMEDEDBYLAWS”) AND REINSTATEMENT OF THE COMPANY’S BYLAWS THAT WERE IN PLACEBEFORE THE AMENDED BYLAWS
(ITEM 1 ON THE PROXY CARD)
Thisproposal by the Solicitation Participants seeks to repeal changes tothe Company’s By-Laws adopted by the Company’s Board of Directors onJuly 31, 2010 and any amendments adopted by the Board of Directorsthereafter without a vote of the Company’s stockholders, which theSolicitation Participants believe were intended to impede theeffectiveness of some or all of the Solicitation Participant’sProposals, including by limiting the ability of the Company’sstockholders to elect the nominees proposed by the SolicitationParticipants, or the ability of the Solicitation Participant’snominees, if elected, to pursue the best interests of the Company andits stockholders. Approval of this proposal would also result in therepeal of the Amended and Restated Bylaws adopted on July 31, 2010, andamendments to the Bylaws adopted by the board thereafter, if any,(collectively, the “Amended Bylaws”) and the reinstatement of theCompany’s Bylaws that were in place prior to the Amended Bylaws (the“Reinstated Bylaws”). A copy of the Amended Bylaws and the ReinstatedBylaws have been attached to this proxy statement as additionalsolicitation materials to assist you in conducting a detailedcomparison of the provisions of the Amended Bylaws and the ReinstatedBylaws.
SUMMARY OF MATERIAL DIFFERENCES BETWEEN AMENDED BYLAWS AND REINSTATED BYLAWS:
Notice of Meeting
TheAmended Bylaws provide that written notice of a shareholder meetingshall be given to shareholder entitled to notice of or to vote at themeeting not less than thirty (30) days prior to the meeting. TheReinstated Bylaws provide that notice must be given not less than ten(10) days prior to the meeting.
TheAmended Bylaws provide that a notice of meeting to act on a plan ofmerger or share exchange, the sale, lease, exchange or otherdisposition of all or substantially all of the corporation’s assetsother than in the regular course of business or the dissolution of thecorporation shall be given not less than thirty (30) days prior themeeting. The Reinstated Bylaws provide that notice must be given notless than twenty (20) days prior to the meeting.
TheAmended Bylaws also contain the following provisions that were notpresent in the Reinstated Bylaws: (i) “Any decision taken or proposaladopted without requisite notice to all shareholders shall be null andvoid, and (ii) “Stockholders owning stock in street name must benotified through agents or institutions possessing or able to obtainsuch names and addresses.”
TheSolicitation Participants believe that shareholders should be able totake action within the timeframes provided under the Nevada RevisedStatutes and within the parameters of SEC regulations. This providesthe board with the leeway to move as quickly as possible with respectto business opportunities while stll complying with the noticeprovisions that state and federal legislators and administrators deemprudent.
Fixing Record Date for Determining Stockholders
TheAmended Bylaws state that the record date for determining shareholdersentitled to notice of or to vote at any meeting of stockholders shallbe not less than thirty (30) days prior to the meeting. The ReinstatedBylaws provided that the record date shall not be less than ten (10)days prior to the meeting.
TheSolicitation Participants believe that it is in the best interest ofthe Company to be able to present shareholder actions as soon aspracticable (if necessary or desirable) under applicable state andfederal statutes and regulations in order to take advantage of businessopportunities.
Quorum
TheAmended Bylaws provide that a quorum must be present at any adjournmentof a prior meeting. The Reinstated Bylaws provide that a quorum at ameeting will also constitute a quorum any adjournment (unless a newrecord date is or must be set for the adjourned meeting),notwithstanding the withdrawal of enough shareholders to leave lessthan a quorum.
TheSolicitation Participants believe the provisions of the ReinstatedBylaws are in the Company’s best interest, because the Company may notbe able to obtain a quorum at an adjourned meeting, thereby requiringthe Company to expend substantial resources to send notice to, obtainproxies for and hold a meeting to accomplish any business that couldnot be completed at a prior meeting.
Manner of Acting
TheAmended Bylaws provide that “[a]ctions affecting the rights orprivileges of shareholders, including ratification of actions by one ormore officers, one or more Directors, or one or more related parties,shall be valid only if approved by an absolute majority of at leastthree-fourths of the votes of the Board of Directors and, after noticeto all shareholders of at least 90 days, by an absolute majority of atleast three-fourths of all disinterested shareholders. “Disinterestedshareholders” are those shareholders who are not related in anymaterial way to any officer, Director or related party whose actionsare the subject of ratification vote.”
TheSolicitation Participants believe that this provision will make it nextto impossible to take any action that affects the rights and privelegesof shareholders in a positive OR negative way as a quorum ofthree-quarters of the votes are nearly impossible to obtain in a publiccompany. The Solicitation Participants believe this provision willprevent the Company from negotiating terms with institutional investorsand business partners that customarily require liquidation preferences,anti-dilution rights, rights of first refusal and other privileges thatare customarily granted in
financingand other business transactions conducted by many othercompanies. Without the flexibility to conduct business as conducted byother companies, the Solicitation Participants believe the Company willstruggle to find business investors and partners that will be necessaryto assist in the Company’s economic recovery.
Voting for Directors
TheAmended Bylaws have added the following provision: “Election shall beby “party-list proportional representation” in which all slates shallbe voted as a single proposal, and the D’Hondt method shall be used todetermine the number of Board seats won by that slate. The candidatescomprising the slate shall be rank-ordered by use of the “open list”voting method, in which voters who cast votes for that slate shallindicate their rank-order preferences within the list of candidatescomprising the slate. On a slate winning at least one seat, thecandidate receiving the most votes for rank “1” shall be that slate’sfirst candidate seated; the candidate who receives the most votes forrank “2” the second seat; and so on. Candidates not already nominatedas part of a slate may be nominated and seconded by shareholders fromthe floor. The votes received by any such candidate shall be talliedaccording to the D’Hondt method, simultaneously with the tally of otherslates, as if she or he were a separate slate, such that if she or hereceives sufficient votes to win one seat under the D’Hondt method, sheor he shall be entitled to on seat on the Board. Voters may cast theirvotes for on slate or for any combination of slates and/orindependently nominated candidates.”
TheReinstated Bylaws provided for the election of directors simply bygiving each stockholder one vote for as many persons as there areDirectors to be elected and for whose election such stockholder has aright to vote. Those candidates elected would be those receiving thelargest number of votes cast, up to the number of Directors to beelected.
TheSolicitation Participants believe the provision of the Amended Bylawsare overly complicated and will confuse shareholders. The SolicitationParticipants also believe these provisions were implemented in order tofrustrate the ability of a majority of the shareholders of the Companyto choose the directors and the direction of the Company. TheSolicitation Participants believe that the provisions of the AmendedBylaws may result in the inclusion of Directors elected by a minoritythat is hostile to the majority and will, therefore, compromise theCompany’s ability to move forward in a manner that is united and in thebest interest of the shareholders. A more detailed discussion relatingto the election of directors under the methods proposed by the AmendedBylaws and the Reinstated Bylaws in set forth under the discussion ofProposal 2, below.
Action by Stockholders Without a Meeting
TheAmended Bylaws have added a requirement in connection with takingaction by written consent that “proof is provided that consents wereobtained after providing full material disclosure to all shareholders,and all shareholders were provided at least 30 days notice during whichto consider giving their consent.”
Therequirement that full material disclosure be provided to allshareholders 30 days prior to shareholders giving consent amounts to arequirement that the Company conduct the same type of disclosure andsolicitation that is required in connection with obtaining proxies andholding shareholder meetings. One of the primary benefits of beingable to take actions by written consent is to be able to takeshareholder action with minimal time and expense to the Company,thereby preserving value for the shareholders. The SolicitationParticipants believe this provision all but eliminates the benefitsthat are intended to be conferred by the ability to take actions bywritten consent and results in an unnecessary increase in the Company’scosts related to taking shareholder actions.
Number, Classification and Tenure of Board Members
TheAmended Bylaws provide that the number of directors shall be set by theArticles of Incorporation, which state that the Board shall be composedof not more than 6 Directors and not less than 1 Director. TheReinstated Bylaws provide that the number of Directors shall becomposed of not more than 9 and not less than 1 Director. TheSolicitation Participants do not object to either provision.
Removal of Directors
TheReinstated Bylaws provided that Directors could be removed at a specialmeeting of the shareholders called expressly for that purpose if thenumber of votes cast to remove the Director exceeds the number of votescast not to remove the Director. The Amended Bylaws state that suchremoval can only take place if “1) full material disclosure is providedto all stockholders, 2) such meeting follows the quorum, notice andrecord date requirements as required for annual meetings ofstockholders.”
TheSolicitation Participants believe that the provision in the AmendedBylaws, again, contains procedural, printing, mailing and documentationrequirements that will cause the Company and/or shareholders to incursubstantial costs that are not practical for given the size andresources of the Company and its shareholders.
Stock Records
TheAmended Bylaws add a provision that states “. . . shares that aftertransfer by the company are subsequently transferred to third parties,and entered upon lists maintained by the corporation’s transfer agentor by such other institution that maintains lists of street orbeneficial owners, shall, upon notice by said agent or institutions, bedeemed for the purpose of voting to be owned by the designatedthird-party transferees.” The Solicitation Participants believe thatthe Company already relies upon the records maintained by its transferagents and the broker-dealers holding shares in street names, each inaccordance with their procedures and applicable laws, and, therefore,this additional provision has no meaningful affect.
Conclusion
Thesummaries contained herein are qualified in their entirety by the fulltext of the Amended Bylaws and the Reinstated Bylaws attached to thisproxy statement as supplemental solicitation materials. For thereasons stated above, the Solicitation Participants recommend a vote“FOR” the repeal of the Amended Bylaws and the Reinstatement of theReinstated Bylaws.
PROPOSAL 2: TO CONSIDER AND VOTE UPON A PROPOSAL TO ELECT THE DIRECTORS IN ACCORDANCE WITH THE TERMS OF THE REINSTATED BYLAWS
(ITEM 2 ON THE PROXY CARD)
The Amended Bylaws provide:
“Election[of Directors] shall be by “party-list proportional representation” inwhich all slates shall be voted as a single proposal, and the D’Hondtmethod shall be used to determine the number of Board seats won by thatslate. The candidates comprising the slate shall be rank-ordered byuse of the “open list” voting method, in which voters who cast votesfor that slate shall indicate their rank-order preferences within thelist of candidates comprising the slate. On a slate winning at leastone seat, the candidate receiving the most votes for rank “1” shall bethat slate’s first candidate seated; the candidate who receives themost votes for rank “2” the second seat; and so on. Candidates notalready nominated as part of a slate may be nominated and seconded byshareholders from the floor. The votes received by any such candidateshall be tallied according to the D’Hondt method, simultaneously withthe tally of other slates, as if she or he were a separate slate, suchthat if she or he receives sufficient votes to win one seat under theD’Hondt method, she or he shall be entitled to on seat on theBoard. Voters may cast their votes for on slate or for any combinationof slates and/or independently nominated candidates.”
The system under the Amended Bylaws works as follows:
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|
1.
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Each share that is eligible to vote casts a single vote for a slate (a slate is a list of directors that a party/group is nominating for election) or an individual nominee and ranks by preference each board member under that slate.
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2.
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The total votes cast for each slate and/or individual nominee is divided first by 1, then by 2, then by 3, and so on, up to the number of board vacancies to be filled by the vote, which, in this case, is four (4) vacancies. The resulting quotients for each slate are recorded and all slates’ quotients are aggregated and ranked highest to lowest.
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3.
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The board seats are then allocated to slates starting with the first seat going to the slate with the highest quotient, then the next seat to the slate (it could be the same slate) with the next highest quotient, and so on until all seats have been allocated to the corresponding slates.
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4.
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For each slate receiving at least one seat, the candidate receiving the most votes for rank “1” shall be that slate’s first candidate seated; the candidate who receives the most votes for rank “2” the second seat; and so on.
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The method described in the bylaws might be better understood if applied to the following discrete example scenario:
Assumptions:
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·
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4 board seats to be filled.
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·
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500,000 votes are cast: 75,000 for Slate 1; 149,000 for Slate 2; 251,000 for Slate 3; and 25,000 for Slate 4.
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The number of seats to be allocated to each slate is shown in this table:
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D'Hondt Method
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Slate 1
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Slate 2
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Slate 3
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Slate 4
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Divisor
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Total Votes:
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75,000 |
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149,000 |
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251,000 |
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25,000 |
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1
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Quotiant #1
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75,000 |
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149,000 |
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251,000 |
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25,000 |
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2
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Quotiant #2
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37,500 |
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74,500 |
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125,500 |
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12,500 |
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3
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Quotiant #3
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25,000 |
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49,667 |
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83,667 |
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8,333 |
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4
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Quotiant #4
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18,750 |
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37,250 |
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62,750 |
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6,250 |
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5
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Quotiant #5
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15,000 |
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29,800 |
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50,200 |
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5,000 |
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6
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Quotiant #6
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12,500 |
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24,833 |
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41,833 |
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4,167 |
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7
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Quotiant #7
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10,714 |
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21,286 |
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35,857 |
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3,571 |
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8
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Quotiant #8
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9,375 |
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18,625 |
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31,375 |
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3,125 |
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Total Seats:
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1 |
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2 |
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5 |
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0 |
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The 4 highest quotients are highlighted in yellow, resulting in one seat going to Slate 1, one seat going to Slate 2 and two seats going to Slate 3.
Underthe Reinstated Bylaws, each shareholder entitled to vote the number ofshares owned by such shareholder for as many persons as there areDirectors to be elected, which, in this case, is four (4) people. Thefour (4) people with the most votes would be elected Directors of theCompany.
TheSolicitation Participants believe that the method contained in theAmended Bylaws will result in a Board of Directors that is divided on(i) the direction of the Company and (ii) what is in the best interestof the Company and will, therefore, cause the Company to continue tolanguish in dispute rather than move forward in cooperation. TheSolicitation Participants also believe that the method of votingcontained in the Amended Bylaws is overly complicated and will confusevoters, thereby resulting in incomplete or incorrect proxies and/orvotes in person. For these reasons, the Solicitation Participantsrecommend a vote “FOR” the election of the Directors in accordance withthe terms of the Reinstated Bylaws, rather than the Amended Bylaws.
PROPOSAL 3: TO CONSIDER AND VOTE UPON THE ELECTION OF FOUR DIRECTORS TO THE COMPANY’S BOARD OF DIRECTORS
(ITEM 3 ON THE PROXY CARD)
NOMINEES
TheCompany’s Amended Bylaws currently provide for the election ofdirectors in accordance with the Company’s Articles ofIncorporation. The Articles of Incorporation provide for the electionof up to six directors, and the Notice of Annual Meeting has statedthat a Board of four directors will be elected at themeeting. Assuming a quorum is present and the SolicitationParticipants’ Proposals have not been passed, election of Directorswill be by “party-list proportional representation” in which all slatesshall be voted as a single proposal, and the D’Hondt method shall beused to determine the number of Board seats won by that slate. Thecandidates comprising the slate shall be rank-ordered by use of the“open list” voting method, in which voters who cast votes for thatslate shall indicate their rank-order preferences within the list ofcandidates comprising the slate. On a slate winning at least one seat,the candidate receiving the most votes for rank “1” shall be thatslate’s first candidate seated; the candidate who receives the mostvotes for rank “2” the second seat; and so on. Candidates not alreadynominated as part of a slate may be nominated and seconded byshareholders from the floor. The votes received by any such candidateshall be tallied according to the D’Hondt method, simultaneously withthe tally of other slates, as if she or he were a separate slate, suchthat if she or he receives sufficient votes to win one seat under theD’Hondt method, she or he shall be entitled to on seat on theBoard. Voters may cast their votes for on slate or for any combinationof slates and/or independently nominated candidates. If theSolicitation Participants’ Proposals are passed, a plurality of votescast by the shares entitled to vote in the election of directors willbe required to elect each director, and shareholders of the Companywill not entitled to cumulative voting.
Ifthe election of Directors takes place under the provisions of theAmended Bylaws, the proxy holders will, unless otherwise instructed,vote the proxies for the slate of Fernando B. Londe, Bernice L. Church,Donald V. Dyer and Shane E. Thibault in accordance with the rankidentified by shareholders on the proxy card. If a rank is notprovided for one or more of the nominees, the proxy holders will rankthe nominees that have not been ranked in the proxy holders’ discretion.
Ifthe election of Directors takes place under the provisions of theReinstated Bylaws, unless otherwise instructed, the proxy holders willvote the proxies received by them for Fernando B. Londe, Bernice L.Church, Donald V. Dyer and Shane E. Thibault.
Itis not expected that any nominee will be unable or will decline toserve as a director. The term of office of each person elected as adirector will continue until the next annual meeting of shareholders,or until such person's successor has been elected andqualified. Officers are appointed by the Board of Directors and serveat the discretion of the Board. The director nominees proposed by theSolicitation Participants have not, yet, identified any candidates toserve as officers of the Company, although the SolicitationParticipants anticipate the nominees will evaluate the condition of theCompany and then attempt to identify candidates to serve as officersbased upon the needs of the Company.
Directors
Thefollowing sets forth the names and ages of the proposed directorstogether with a brief account of their education and businessexperience during at least the past five years, indicating theirprincipal occupations during that period and the name and principalbusiness of the organizations in which such occupation and employmentwere carried out. All of the following nominees have consented to serveas directors and have consented to be named in this proxy statement.
NOMINEES:
Bernice L. Church
BerniceL. Church, 49, began her career working with Express 24, a successfulprivate enterprise, where she held a management position for 15 years.While with Express 24, Ms. Church was general manager for Express 24’sten franchise locations, managing all personnel at the franchiselocations, accounts and day-to-day operations. Ms. Church is currentlya director, co-manager, secretary treasurer and co-owner ofA1-Transmission Ltd. located in Red Deer, Alberta Canada and has beenfor the past 20 years. A1-Transmission is a specialty repair shoptaking care of transmission and drive line needs in the central AlbertaArea. Ms. Church’s responsibilities include accounting andbookkeeping, and generally keeping a watchful eye on the financialperformance of the business. Ms. Church is also responsible foraccounts payable and receivable, payroll and ensuring a net profit atthe end of each annual year. The Solicitation Participants believe thatthe financial and operational experience that Ms. Church gained as ageneral manager for Express 24’s ten franchise locations as well as theaccounting and bookkeeping skills that she has obtained through herownership and management of A1-Transmission will be of great benefit asthe directors seek to sort out the financial condition of theCompany. These skills led the Solicitation Participants to concludethat Ms. Church would be a qualified and needed director of theCompany. Ms. Church has never served as an officer or director ofGlobal 8 and does not have any arrangement or understanding with anyother person pursuant to which she is to be selected as a director ornominee.
Donald V. Dyer:
Donald(Don) V. Dyer, 71, brings with him a wealth of public marketexperience. For the past 25 years, he has, in his capacity as aconsultant for public and private companies, worked with many WallStreet brokerage firms such as Goldman Sachs, Prudential and RaymondJames in an effort to generate interest in his clients. In 2002, Mr.Dyer became President of Pacific Ocean Resources and continues to servein that position. Pacific Ocean Resources is a company that providesmarketing consultation services to environmental businesses andprovided such services to the Company from 2003 to 2008. Mr. Dyerutilizes his knowledge of the stock market to manage the investor andpublic relations office for Pacific Ocean Resources. Mr. Dyer haspreviously resided in New York and Toronto and has settled inVancouver, where he continues act as a consultant to provide public andinvestor relations services to private and public companies. TheSolicitation Participants believe that Mr. Dyer developed importantcommunication skills that permit him to convey information in a mannerthat is easily understood by shareholders. In addition, Mr. Dyerdeveloped a number of contacts with the Company’s shareholders whenPacific Ocean Resources served as a consultant to the Company. TheSolicitation Participants believe these qualities qualify Mr. Dyer toserve as a valuable member of the Company’s board of directors. Mr.Dyer has never served as an officer or director of Global 8 and doesnot have any arrangement or understanding with any other personpursuant to which he is to be selected as a director or nominee.
Fernando Londe
FernandoLonde, 44, has extensive experience as a business analyst in thetelecommunications industry. Mr. Londe is currently an independentnetworking designer and consultant in the fields of business analysisin the telecommunications industry, operational and strategic planning,budgeting and forecasting international operations, project management,network planning and management, training development and instruction,and facilities design. From 2003 to 2009, Mr. Londe was the SystemEngineer, CTO of the Carriers Division and Wholesale where he oversaw agroup of 26 employees and consultants and managed a budgets rangingfrom $1,500,000 to $2,900,000 per year . FREE S.R.L is a Telco CarrierProvider of fixed telephony in Italy and also provides broadband andsubscription to VoIP services. Mr. Londe led FREE S.R.L. in applyingand getting the license as Telco Carrier with the ItalianAuthority. While with FREE S.R.L., Mr. Londe also planned and launchedan ATM network. From 1999 to 2003, Mr. Londe was the Network andCarrier Division Manager for Com.Tel S.p.A. where he led Com.Tel S.p.A.in applying for and getting the license as Telco Carrier with ItalianAuthority and oversaw functional requirements to design and projectingthe entire network and routing translations. The SolicitationParticipants believe Mr. Londe’s experiences with foreign regulators,division management and launching new products, such as FREE S.R.L.’sATM network, allowed Mr. Londe to develop international business,marketing and management skills that will be instrumental in providingthe Company with business advice and direction in today’s globaleconomy. Mr. Londe speaks, reads and writes English, Italian andPortugese. Mr. Londe has never served as an officer or director ofGlobal 8 and does not have any arrangement or understanding with anyother person pursuant to which he is to be selected as a director ornominee.
Shane E. Thibault
ShaneE. Thibault, 40, worked from 1998 until 2006 with AS&T HoldingsInc., a corporation wholly-owned by Mr. Thibault and his immediatefamily where he worked in (i) pipefitting and construction projects,(ii) quality control and weld inspection of mechanical piping systems(iii) overseeing the quality of workmanship of 50 - 150 tradesmen onsite, and (iv) structured turnover packages of the pipingsystems contractors built for their customer or client. AS&THoldings Inc. is in the consulting management, contracting andinspection services business. From 2006 until the end of 2009, Mr.Thibault worked with the Company full-time in the area of investorrelations. During that time, Mr. Thibault gained valuable experience inthe areas of shareholder communications, capital raising and businessdevelopment in Western Canada. Mr. Thibault is currently an independentconsultant in the areas of contracting and inspection services. TheSolicitation Participants believe that the experience that Mr. Thibaultdeveloped in cooperating with municipalities, community councils andtradesmen in the construction and quality control industries will be ofassistance in the Company’s efforts to pursue environmentally friendlytechnologies in the future. Mr. Thibault has never served as adirector of Global 8 and does not have any arrangement or understandingwith any other person pursuant to which he is to be selected as adirector or nominee.
Noneof the nominees, nor any associate of the nominees, is a party tomaterial proceedings adverse to the Company or any of its subsidiariesor has a material interest adverse to the registrant or any of itssubsidiaries other than the proceeding to cause the Company to hold theAnnual Meeting. The nominees have not been offered any compensation bythe Company and there are presently no bonus, profit sharing,retirement, pension or other compensation plans in which the nomineeswill participate. The nominees have not been granted or extendedoptions, warrants or rights to purchase securities in connection withtheir service as directors of the Company.
Compensation
Exceptas otherwise disclosed herein with respect to Mr. Thibault and Mr. Dyerunder the heading “WHY ARE THE SOLICITATION PARTICIPANTS SOLICITINGPROXIES?,” none of the nominees have earned, been paid or awarded anycompensation (plan or non-plan) for services rendered in any capacityto the Company nor is there presently any agreement or understanding tocompensate such nominees for their services in the future.
Family Relationships
Mr. Thibault is Ms. Church’s nephew. There are no other family relationships among the nominees.
Involvement in Certain Legal Proceedings
The director nominees have not been involved in any of the following events during the past ten years:
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1.
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any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
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2.
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any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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3.
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being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
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4.
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being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
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Section 16(a) Beneficial Ownership Compliance.
None of the Nominees are required to file reports under Section 16(a) of the Securities Exchange Act.
Corporate Governance.
Eachof the nominees other than Shane E. Thibault are considered an“independent director” as defined by Rule 5605(a)(2) of The NASDAQListing Rules.
Transactions With Related Persons.
AS&THoldings Inc., a company controlled by Mr. Thibault, receivedcommissions from the Company based on investments that AS&THoldings Inc. introduced to the Company during the Company’s lastfiscal year. The commissions paid to AS&T Holdings totaledapproximately $153,000 in cash and shares of the Company’s common stock.
Substantial Interest of Solicitation Participants.
Thereis currently no agreement in place between Pacific Ocean and theCompany or between Milverton and the Company and the nominees, ifelected, presently do not have any plans to retain Pacific Ocean orMilverton to provide services to the Company. Other than the interestof each nominee in his or her capacity as such, no nominee director orSolicitation Participant has any substantial interest, direct orindirect, by security holdings or otherwise, resulting from theelection of the nominee directors, which is not shared by all othershareholders pro rata, and in accordance with their respectiveinterests.
Potential Effects on Existing Security Holders.
TheSolicitation Participants are not aware of any change in controlprovisions in existing agreements with Global 8 that will be triggeredby the election of the Solicitation Participants’ nominees. TheSolicitation Participants are not aware of any plans that the nomineeshave for the Company other than to review the current financial andbusiness situation of the Company evaluate the Company’s businessprospects moving forward.
PROPOSAL 4: RATIFICATION OF RICHARD HAWKINS AS THE COMPANY’S INDEPENDENT ACCOUNTANTS
(ITEM 4 ON THE PROXY CARD)
Accordingto an 8-K filed by the Company on May 10, 2010, the Company dismissedGruber & Company and engaged Richard Hawkins as the Company’sindependent accountant on May 9, 2010. The Company’s engagement of Mr.Hawkins was twenty-nine days after Mr. Hawkins’ accounting license wassuspended by the California Board of Accountancy due to Mr. Hawkins’failure to pay child support. Mr. Hawkins’ license remained suspendeduntil it was reinstated on or about July 19, 2010. The SolicitationParticipants do not believe it is prudent to engage an independentaccountant that manages his personal finances in a manner thatthreatens his ability to deliver audit opinions on behalf of theCompany. In addition, Mr. Hawkins failed to disclose the status of hislicense to the Company and to the Court when requesting the Court toorder the plaintiff shareholders to pay Mr. Hawkins $30,000 to performcertain audit services. The Solicitation Participants believe theCompany can locate more qualified and ethical independent auditor toserve the Company and, therefore, recommend a vote AGAINST theratification of the appointment of Mr. Hawkins as the Company’sindependent accountant.
Unlessotherwise instructed, the proxy holders will vote the proxies receivedby them AGAINST the ratification of the appointment of Richard Hawkinsas the Company’s independent accountant.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Nonominee director or Solicitation Participant has any substantialinterest, direct or indirect, by security holdings or otherwise,resulting from the selection of accountants, which is not shared by allother shareholders pro rata, and in accordance with their respectiveinterests.
OTHER BUSINESS
TheSolicitation Participants are not aware of any matter other than thematters described above to be presented for action at the Meeting.However, if any other proper items of business should come before theMeeting, it is the intention of the individuals named on your proxycard as the proxy holders to vote in accordance with their bestjudgment on such matters.
ImportantNotice Regarding the Availability of Proxy Materials for the AnnualShareholder Meeting to Be Held on October ___, 2010: The final form ofthis Proxy Statement, the proxy card and any additional solicitationmaterials filed with the Securities and Exchange Commission isavailable online at
www.g8et.net.
MILVERTON CAPITAL CORPORATION
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By:
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Name:
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Rene Branconnier
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Its:
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Shane E. Thibault
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Bernice Church
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Donald Dyer
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Fernando Londe
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Rene Branconnier
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GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS - TO BE HELD OCTOBER ___, 2010
INCOMPLIANCE WITH AN ORDER BY THE HONORABLE ELIZABETH A. GONZALEZ, JUDGE,EIGHTH JUDICIAL DISTRICT COURT (CLARK COUNTY, NEVADA).
THIS IS A PRELIMINARY PROXY IN THE FORM THAT WILL BE SOLICITED BY THE SOLICITATION PARTICIPANTS
Theundersigned, revoking all prior proxies, hereby appoints Shane E.Thibault and Fernando Londe and each of them, with full power ofsubstitution in each, as proxies for the undersigned, to representthe undersigned and to vote all the shares of Common Stock of theCompany which the undersigned would be entitled to vote, as fully asthe undersigned could vote and act if personally present, atthe Annual Meeting of Stockholders (the "Meeting") to be held onOctober ___, 2010, at 10:00 A.M., Pacific Standard time, at Red RockCasino Resort Spa located at 11011 W. Charleston, Las Vegas, NV 89135,or at any adjournments or postponements thereof.
Should the undersigned be presentand elect to vote at the Meeting or at anyadjournments or postponements thereof, and after notification toShane Thibault at the Meeting of the stockholder's decision toterminate this proxy, then the power of such attorneys or proxiesshall be deemed terminated and of no further force and effect. Thisproxy may also be revoked by filing awritten notice of revocation with Global 8 SolicitationParticipants, c/o Vincent & Rees, 175 S. Main St., 15th Floor, Salt Lake City, Utah 84111, or by duly executing a proxy bearing a later date.
LISTED PROPOSALS:
Proposal (1)to repeal the Amended and Restated Bylaws adopted by the Company’sBoard of Directors on July 31, 2010 and subsequent amendments thereto,if any, (collectively, the “Amended Bylaws”) and reinstate the Bylawsof the Company in effect prior to the adoption of the Amended Bylaws(the “Reinstated Bylaws”).
FOR o AGAINST o WITHHOLD o
Proposal (2)to conduct the Annual Meeting and election of the Board of Directors ofthe Company at the Annual Meeting under the provisions of theReinstated Bylaws rather than the Amended Bylaws.
FOR o AGAINST o WITHHOLD o
Proposal (3) elect the following individuals as members of the Company’s Board of Directors (Please select options under both (A) and (B) of this Proposal 3).
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(A)
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If under the Reinstated Bylaws:
|
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(a) Bernice L. Church
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(c) Fernando Londe
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FOR o AGAINST o WITHHOLD o
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FOR o AGAINST o WITHHOLD o
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(b) Don V. Dyer
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(d) Shane E. Thibault
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FOR o AGAINST o WITHHOLD o
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FOR o AGAINST o WITHHOLD o
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(B)
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If under the Amended Bylaws:
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For, Against or Withhold your vote for the slate of Bernice L., Church, Fernando Londe, Don V. Dyer and Shane E. Thibault:
FOR o AGAINST o WITHHOLD o
AND
Rank the nominees in order of preference from 1-4:
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Bernice L. Church:
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_____(Rank)
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Don V. Dyer:
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_____(Rank)
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Fernando Londe:
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_____(Rank)
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Shane E. Thibault:
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_____(Rank)
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Proposal (4) to ratify Richard Hawkins as the Company’s independent auditors.
FOR o AGAINST o WITHHOLD o
Theshares represented by this proxy will be voted as directed by thestockholder, but if no instructions are specified, this proxy will bevoted against proposal (2) and for the election of Bernice L. Church,Don V. Dyer, Fernando Londe, and Shane E. Thibault under proposal (1).If any other business is presented at the Meeting, this proxy will bevoted by those named in this proxy in their best judgment. At thepresent time, the Board of Directors knows of no other business to bepresented at the Meeting.
Theundersigned acknowledges receipt from the Solicitation Participants,prior to the execution of this proxy, of the accompanying ProxyStatement relating to the Meeting.
NOTE: PLEASEMARK, DATE AND SIGN AS YOUR NAME(S) APPEAR(S) HEREON AND RETURN IN THEENCLOSED ENVELOPE. IF ACTING AS AN EXECUTOR, ADMINISTRATOR, TRUSTEE,GUARDIAN, ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER ISCORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY DULY AUTHORIZEDOFFICER. IF SHARES ARE HELD JOINTLY, EACH SHAREHOLDER SHOULD SIGN.
Signature (Please sign within the box) [_______________________________] DATE: _______, 2010
Signature (Joint owners) [____________________________________] DATE: _______, 2010
NUMBER OF SHAREST SUBJECT TO THIS PROXY _______________________
APPENDIX A
NOTICE OF ANNUAL MEETING
GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES, INC.
677 7th Ave. #410
San Diego, CA 92101
(TEL) (760) 390-8351
TO THE STOCKHOLDERS OF GLOBAL 8 ENVIRONMENTAL TECHNOLOGIES, INC.:
NOTICEIS HEREBY GIVEN that the Honorable Elizabeth A. Gonzalez, Judge, EighthJudicial District Court (Clark county, Nevada), has ordered that anAnnual Meeting of Stockholders (the "Meeting") of Global 8Environmental Technologies, Inc., a Nevada corporation (the "Company"or "Global 8"), be held. The meeting is scheduled for October ___,2010 at 10:00 a.m., Pacific Daylight Time at the Red Rock Casino ResortSpa located at 11011 W. Charleston, Las Vegas, NV 89135for the following purposes (the “Order”):
1. To elect four directors to the Company’s board of directors to serve until the Company’s next annual meeting.
2. To ratify Richard Hawkins as the Company’s accountants.
3.To transact such other business as may properly come before theMeeting and any adjournment or postponement thereof.
Shareholdersmay listen live by phone or video broadcast to our annual meeting. Thedial-in numbers for the conference call will be posted at www.g8et.net beforethe meeting. Lines are limited and will be available on a first-come,first-served basis. Video Conferencing will also be available throughthe Red Rock Casino.
Youmay vote in person at the Annual Meeting. You may also vote yourshares by appointing someone that is attending the Annual Meeting asyour proxy to vote your shares at the Annual Meeting.
Shareholdersof record at the close of business on September __, 2010, the recorddate for the meeting, are entitled to receive notice of and toparticipate in the Annual Meeting. As of that record date, the Companyhad outstanding and entitled to vote [94,464,063]sharesof common stock. The common stock is the only class of stock of Global8 that is outstanding and entitled to vote at the Annual Meeting. Ifyou were a stockholder of record of common stock on that record date,you will be entitled to vote all of the shares that you held on thatdate at the meeting, or any postponements or adjournments of themeeting. Each outstanding share of Global 8’s common stock will beentitled to one vote on each matter.
One-thirdof the outstanding shares of the Company's common stock entitled tovote at the Annual Meeting present or represented by proxy, constitutesa quorum. A quorum is necessary to conduct business at the AnnualMeeting. You will be considered part of the quorum if you have voted byproxy. Abstentions, broker non-votes and votes withheld from directornominees count as "shares present" at the Annual Meeting for purposesof determining a quorum. However, abstentions and broker non-votes donot count in the voting results. A broker non-vote occurs when a brokeror other nominee who holds shares for another does not vote on aparticular item because the broker or nominee does not havediscretionary authority for that item and has not received instructionsfrom the owner of the shares.
Assuminga quorum is present, election of Directors shall be by “party-listproportional representation” in which all slates shall be voted as asingle proposal, and the D’Hondt method shall be used to determine thenumber of Board seats won by that slate. The candidates comprising theslate shall be rank-ordered by use of the “open list” voting method, inwhich voters who cast votes for that slate shall indicate theirrank-order preferences within the list of candidates comprising theslate. On a slate winning at least one seat, the candidate receivingthe most votes for rank “1” shall be that slate’s first candidateseated; the candidate who receives the most votes for rank “2” thesecond seat; and so on. Candidates not already nominated as part of aslate may be nominated and seconded by shareholders from the floor. Thevotes received by any such candidate shall be tallied according to theD’Hondt method, simultaneously with the tally of other slates, as ifshe or he were a separate slate, such that if she or he receivessufficient votes to win one seat under the D’Hondt method, she or heshall be entitled to on seat on the Board. Voters may cast their votesfor on slate or for any combination of slates and/or independentlynominated candidates. Any abstentions, "broker non-votes" (shares heldby brokers or nominees as to which they have no discretionary authorityto vote on a particular matter and have received no instructions fromthe beneficial owners or persons entitled to vote thereon), or otherlimited proxies do not count in the voting results.
Noaction will be taken in connection with the proposals described inNotice for which Nevada law, our Articles of Incorporation or Bylawsprovide a right of a shareholder to dissent and obtain appraisal of orpayment for such shareholder's shares.
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/s/ Charles T. Conrad, Jr.
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By Order of the Court
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Las Vegas, Nevada
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September ___, 2010
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APPENDIX B
INFORMATION ABOUT SOLICITATION PARTICPANTS
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1.
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Milverton Capital Corporation (“Milverton”) located at 8412 Armstrong Road, Langley, BC V1M3P5, engages in the business of environmental waste consulting, business financing and new product development consulting. Milverton is the direct beneficial owner of 6,716,060 shares of the Company’s common stock. Milverton is not the owner of record of any shares that it does not own beneficially. The shares of common stock acquired by Milverton in the past two years were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Milverton is not and has not, within the past year, been a party to any contract, arrangement or understanding with any person with respect to any securities of the Company. Milverton’s associate, Rene Branconnier, is the beneficial owner of 8,450,379 shares of the Company’s common stock and has an address of 8412 Armstrong Road, Langley, BC V1M3P5. Milverton is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. The Company and Milverton are parties to a certain Consulting Agreement dated March 1, 2005 pursuant to which Milverton provides technology, operations, maintenance, research & development, engineering and training consulting services. The Company owes Milverton $2,967,264 for services rended by Milverton in 2009 under the Consulting Agreement. Neither Milverton nor any of its associates have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
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2.
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Shane Thibault has an address of Box 123, Saskatoon, SK, Canada S7K 3K1. Mr. Thibault is currently an independent consultant in the areas of contracting and inspection services. Mr. Thibault is the beneficial owner of 1,109,436 shares of the Company’s common stock held by AS&T Holdings, Inc., which is owned and controlled by Mr. Thibault. Mr. Thibault is the not the owner of record of any shares that he does not own beneficially. The shares of common stock acquired by AS&T Holdings, Inc. in the past two years were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Mr. Thibault is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Mr. Thibault is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. AS&T Holdings, Inc., a company controlled by Mr. Thibault, received commissions from the Company based on investments that AS&T Holdings, Inc. introduced to the Company during the Company’s last fiscal year. The commissions paid to AS&T Holdings totaled approximately $153,000 in cash and shares of the Company’s common stock. Mr. Thibault does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
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3.
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Bernice Church has an address of 6521 67 Street, Red Deer, Alberta Canada T4P 1A3. Ms. Church is currently a director, co-manager, secretary treasurer and co-owner of A1-Transmission Ltd. located in Red Deer, Alberta Canada and has been for the past 20 years. Ms. Church is the beneficial owner of 354,500 shares of the Company’s Common Stock that she owns jointly with her husband, Dave Church. Ms. Church is not the owner of record of any shares that she does not own beneficially. The shares of common stock acquired by Ms. Church in the past two years, if any, were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Ms. Church is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Ms. Church is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. Ms. Church does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
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4.
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Don Dyer has an address of 4320 River Road, Richmond, BC. Mr. Dyer is currently President of Pacific Ocean Resources and provides public and investor relations services to public and private companies. Mr. Dyer is the beneficial owner of 3,491,256 shares of the Company’s common stock. 726,000 of those shares are held directly by Mr. Dyer and 2,765,256 of those shares are held by Pacific Ocean Resources Corporation, a company owned and controlled by Mr. Dyer. Mr. Dyer is not the owner of record of any shares that he does not own beneficially. The shares of common stock acquired by Mr. Dyer in the past two years were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Mr. Dyer is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Mr. Dyer is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. Mr. Dyer does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
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5.
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Fernando Londe has an address of 2011 Courtside Ln, #101, Charlotte, NC 28270. Mr. Londe is currently an independent networking designer and consultant. Mr. Londe is the beneficial owner of 300,000 shares of the Company’s common stock, which he owns directly. Mr. Londe is not the owner of record of any shares that he does not own beneficially. The shares of common stock acquired by Mr. Londe in the past two years, if any, were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Mr. Londe is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Mr. Londe is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. Mr. Londe does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
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6.
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Rene Branconnier has an address of 8412 Armstrong Road, Langley, BC V1M3P5 and is the President of Milverton Capital Corporation. Mr. Branconnier is the beneficial owner of 8,450,379 shares of the Company’s common stock. The shares beneficially owned by Mr. Branconnier includes (a) 6,716,060 shares of common stockowned by Milverton Capital Corporation, of which Mr. Branconnier is a controlling shareholder, (b) 674,884 shares of common stock owned by 529473 BC Ltd., of which Mr. Branconnier is a controlling shareholder, (c) 680,435 shares of common stock owned by Dynasty Farms Ltd., of which Mrs. Branconnier is a controlling shareholder through Sanclair Holdings Ltd. and (d) 379,000 shares of common stock owned by Sharon Branconnier, Mr. Branconnier’s wife. Mr. Branconnier is not the owner of record of any shares that he does not own beneficially. The shares of common stock acquired by Mr. Branconnier in the past two years, if any, were not acquired using borrowed funds or by funds otherwise obtained for the purpose of acquiring or holding such securities. Mr. Branconnier is not and has not, within the past year, been a party to any contract, arrangement or understanding with respect to any securities of the Company. Mr. Branconnier is not the direct or indirect beneficial owner of any securities in any parent or subsidiary of the Company. Mr. Branconnier does not have any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
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SECURITIES OF THE COMPANY PURCHASED OR SOLD BY SOLICITATION PARTICIPANTS WITHIN THE PAST TWO YEARS:
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Date
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Soliciting
Party
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Amount Purchased/Sold
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Dollar Value
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Price
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Amount Paid:
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05/31/2008
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Milverton
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|
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300,000 |
(P) |
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$ |
150,000.00 |
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@
.50
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$ |
150,000.00 |
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12/08/2008
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Milverton
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|
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16,000 |
(P) |
|
$ |
8,000.00 |
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@
.50
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$ |
8,000.00 |
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06/06/2009
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Milverton
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|
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215,000 |
(S) |
|
$ |
43,000.00 |
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@
.20
|
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$ |
43,000.00 |
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05/31/2009
|
Milverton
|
|
|
810,000 |
(S) |
|
$ |
81,000.00 |
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@
.10
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$ |
81,000.00 |
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04/30/2009
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Thibault(1)
|
|
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160,420 |
(P) |
|
$ |
16,420 |
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@
.10
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Issued in consideration of investment services performed
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06/29/2009
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Thibault(1)
|
|
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336,602 |
(P) |
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$ |
122,722.33 |
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@
.46
(average price)
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Issued in consideration of investment services performed
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07/21/2009
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Thibault(1)
|
|
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183,448 |
(P) |
|
$ |
18,344.80 |
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@
.10
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Issued in consideration of investment services performed
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01/15/2009
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Dyer(2)
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|
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66,000 |
(P) |
|
$ |
16,500 |
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@
.25
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|
$ |
16,500 |
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(1)
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Shares were earned and issued to AS&T Holdings, Inc., a company controlled by Thibault.
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(2)
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Shares were purchased by Pacific Ocean Resources, Inc., a company controlled by Dyer.%
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