Post by Franko10 ™ on Sept 24, 2005 13:05:28 GMT -5
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 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
| | Preliminary Proxy Statement |_| Confidential, For Use of the
|X| Definitive Proxy Statement Commission Only (as permitted by
|_| Definitive Additional Materials Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Cyber Mark International Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials:
---------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------------
- --------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
Preliminary Proxy Materials
CYBER MARK INTERNATIONAL CORP.
359 Enford Road, Unit 1
Richmond Hill, Ontario Canada L4C 3G2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 14, 2000
------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Cyber
Mark International Corp. ("Company") will be held at 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada on July 14, 2000 at 10:00 a.m. local time, for
the following purposes:
1. To elect one director to hold office until the Annual Meeting of
Shareholders in 2001 and until his successor has been duly elected and
qualified;
2. To consider and vote upon a proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of Common
Stock and Preferred Stock; and
3. To transact such other business as may properly come before the
meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the Annual Meeting. Only
shareholders of record at the close of business on June 22, 2000 will be
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying proxy card and mail it promptly
in the enclosed addressed, postage prepaid envelope. You may revoke your proxy
if you so desire at any time before it is voted.
By Order of the Board of Directors
Samuel Singal
President
Richmond Hill, Ontario
June 26, 2000
CYBER MARK INTERNATIONAL CORP.
-------------
PROXY STATEMENT
-------------
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of Cyber
Mark International Corp. ("Company") to be used at the Annual Meeting of
Shareholders of the Company to be held at 10:00 a.m. local time, on Friday, July
14, 2000 and any adjournment or adjournments thereof ("Annual Meeting"). The
Annual Meeting will be held at 359 Enford Road, Unit 1, Richmond Hill, Ontario,
Canada. The matters to be considered at the meeting are set forth in the
attached Notice of Meeting.
The Company's executive offices are located at 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada L4C 3G2. This Proxy Statement and the enclosed
form of proxy are first being sent to shareholders on or about June 26, 2000.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on June 22, 2000 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting or any and all adjournments thereof. As of June 22,
2000, the Company had issued and outstanding 6,104,300 shares of Common Stock,
par value $.0001 per share ("Common Stock"), the Company's only class of voting
securities outstanding. Each shareholder of the Company will be entitled to one
vote for each share of Common Stock registered in his or her name on the record
date.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of the Board of
Directors. The persons named in the proxy have been designated as proxies by the
Board of Directors. Any proxy given pursuant to such solicitation and received
in time for the meeting will be voted as specified in such proxy. If no
instructions are given, proxies will be voted "FOR" the election of the nominee
as the director of the Company listed below under the caption Proposal I, "FOR"
the proposal to amend to Company's Articles of Incorporation to increase the
number of authorized shares of capital stock as described below under Proposal
II, and, in the discretion of the proxies named in the proxy with respect to any
other matters properly brought before the meeting and any adjournments of the
meeting. Any proxy may be revoked by written notice received by the President of
the Company at any time prior to the voting thereof, by submitting a subsequent
proxy or by attending the Annual Meeting and voting in person. Attendance by a
shareholder at the Annual Meeting does not alone serve to revoke his or her
proxy.
The presence, in person or by proxy, of a majority of the votes entitled to
be cast at the meeting will constitute a quorum at the meeting. A proxy
submitted by a shareholder may indicate that all or a portion of the shares
represented by such proxy are not being voted ("shareholder withholding") with
respect to a particular matter. Similarly, a broker may not be permitted to vote
stock ("broker non-vote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of such stock. The shares
subject to a proxy which are not being voted on a particular matter (because of
either shareholder withholding or broker non-vote) will not be considered shares
present and entitled to vote on such matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that such shares are not being voted on any matter at the meeting, in which case
such shares will not be counted for purposes of determining the presence of a
quorum.
Directors are elected by a plurality of the votes cast at the meeting.
"Plurality" means that the nominees who receive the highest number of votes will
be elected as the directors of the Company. Consequently, any shares not voted
"FOR" a particular nominee (because of either shareholder withholding or broker
non-vote), will not be counted in such nominee's favor.
The approval of the amendment to the Articles of Incorporation requires the
affirmative vote of a majority of the shares of Common Stock outstanding and
entitled to vote. Because this proposal requires the affirmative vote of a
majority of the outstanding shares of Common Stock, abstentions on this matter
(which are considered present and entitled to vote on the matters) and shares of
Common Stock considered present, but not entitled to vote on this matter
(because of a broker non-vote), will have the same effect as a vote against the
proposal.
All other matters that may be brought before the shareholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to such
proposal and, therefore, have the same effect as a vote against the proposal.
Shares deemed present at the meeting but not entitled to vote (because of either
shareholder withholding or broker non-vote) are not deemed "votes cast" with
respect to such proposal and therefore will have no effect on such vote.
Annual Report
The Company's Annual Report on Form 10-KSB to Shareholders for the fiscal
year ended December 31, 1999, as amended, which contains audited financial
statements, is being mailed with this Proxy Statement on or about June 26, 2000,
to all persons who were shareholders of record as of the close of business on
June 22, 2000.
The Company will provide to each person solicited by the Company, without
charge, a copy of the Annual Report on Form 10-KSB, as amended (excluding
exhibits), for the fiscal year ended December 31, 1999 upon written request sent
to The President, Cyber Mark International Corp., 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada L4C 3G2. Exhibits to the Annual Report may be
obtained on payment of a fee of $.25 per page, plus $5.00 postage and handling
charge, if request in writing as provided immediately above.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of June 22, 2000 with
respect to the stock ownership of (i) those persons or groups who beneficially
own more than 5% of the Company's Common Stock, (ii) each director of the
Company, (iii) each executive officer whose compensation exceeded $100,000 in
1999, and (iv) all directors and executive officers of the Company as a group
(based upon information furnished by such persons).
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Ownership of Class1
- ------------------------ ----------------------- ---------
Samuel Singal(2) 4,130,000 67.7%
Chancery Corporate Services(3) 1,000,000(3) 16.4%
All directors and executive 4,703,000(4) 73.4%
officers as a group (3 persons)
- ----------------------------
* less than .1%
(1) Percentage includes all outstanding shares of Common Stock plus, for each
person or group, any shares of Common Stock that the person or the group
has the right to acquire within 60 days pursuant to options, warrants,
conversion privileges or other rights.
(2) The person's address is 359 Enford Road, Unit 1, Richmond Hill, Ontario,
Canada L4C 3G2.
(3) The address for Chancery Corporate Services is Nassau, Bahamas. This entity
is the corporate trustee with full voting and dispositive authority for the
trusts which own Tinto Inc. and Dungavel Inc. Each of Tinto Inc. and
Dungavel Inc. own 500,000 shares of Common Stock.
(4) Includes 300,000 shares currently exercisable under employee stock options
and excludes 100,000 shares of Common Stock under options which vest in the
future.
PROPOSAL I: ELECTION OF DIRECTOR
The person listed below have been designated by the Board of Directors as
the candidate for election as director to serve until the next annual meeting of
shareholders or until his respective successor has been elected and qualified.
Unless otherwise specified in the form of proxy, the proxies solicited by
management will be voted "FOR" the election of this candidate. In case any of
this nominee become unavailable for election to the Board of Directors, an event
which is not anticipated, the persons named as proxies, or their substitutes,
shall have full discretion and authority to vote or refrain from voting for any
other nominee in accordance with their judgment.
Name Age Director Since Position
- ---- --- -------------- --------
Samuel Singal 51 1998 Chairman of the Board and Chief
Operating Officer and Director
Samuel Singal founded the Company's principal subsidiary, CM300 in 1996 and
the Company in 1998 as a holding company. Mr. Singal has been the Chairman and
Chief Operating Officer of the Company since 1998 and the President of CM300
since 1996. From 1994 until 1996, Mr. Singal was employed at Cybermind Systems,
where he held the position of President.
Board Meetings and Committees
During the fiscal year ended December 31, 1999, the Board of Directors
acted by unanimous consent one time. Members of the Board of Directors generally
are elected annually by the shareholders of the Company and may be removed as
provided in the General Corporation Law of the State of Delaware and the
Company's Articles of Incorporation.
Compensation of Outside Directors
Directors who are employees of the Company receive no cash compensation for
serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. There are no outside directors of the
Company, and the Company does not have any policy on compensation of outside
directors at this time.
Executive Compensation
The Company currently does not pay any salaries to Mr. Singal or Mr. Byck
as the Treasurer of the Company. The Company pays a monthly salary of $1,280 to
Ms. Runge, the Secretary of the Company. None of the executive officers is
employed under a written contract of employment.
The Company cannot determine, without unreasonable effort or expense, the
specific amount of certain personal benefits afforded to its employees, or the
extent to which benefits are personal rather than for business. The Company has
concluded that the aggregate amounts of such personal benefits which cannot be
specifically or precisely ascertained do not in any event exceed, as to each
individual named above, the lesser of $50,000 or 10% of the compensation
reported above for such individual, or, in the case of a group, the lesser of
50,000 for each individual in the group, or 10% of the compensation reported
above for the group, and that such information set forth above is not rendered
materially misleading by virtue of the omission of the value of such personal
benefits.
(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 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
| | Preliminary Proxy Statement |_| Confidential, For Use of the
|X| Definitive Proxy Statement Commission Only (as permitted by
|_| Definitive Additional Materials Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Cyber Mark International Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials:
---------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------------
- --------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
Preliminary Proxy Materials
CYBER MARK INTERNATIONAL CORP.
359 Enford Road, Unit 1
Richmond Hill, Ontario Canada L4C 3G2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 14, 2000
------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Cyber
Mark International Corp. ("Company") will be held at 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada on July 14, 2000 at 10:00 a.m. local time, for
the following purposes:
1. To elect one director to hold office until the Annual Meeting of
Shareholders in 2001 and until his successor has been duly elected and
qualified;
2. To consider and vote upon a proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of Common
Stock and Preferred Stock; and
3. To transact such other business as may properly come before the
meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the Annual Meeting. Only
shareholders of record at the close of business on June 22, 2000 will be
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying proxy card and mail it promptly
in the enclosed addressed, postage prepaid envelope. You may revoke your proxy
if you so desire at any time before it is voted.
By Order of the Board of Directors
Samuel Singal
President
Richmond Hill, Ontario
June 26, 2000
CYBER MARK INTERNATIONAL CORP.
-------------
PROXY STATEMENT
-------------
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of Cyber
Mark International Corp. ("Company") to be used at the Annual Meeting of
Shareholders of the Company to be held at 10:00 a.m. local time, on Friday, July
14, 2000 and any adjournment or adjournments thereof ("Annual Meeting"). The
Annual Meeting will be held at 359 Enford Road, Unit 1, Richmond Hill, Ontario,
Canada. The matters to be considered at the meeting are set forth in the
attached Notice of Meeting.
The Company's executive offices are located at 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada L4C 3G2. This Proxy Statement and the enclosed
form of proxy are first being sent to shareholders on or about June 26, 2000.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on June 22, 2000 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting or any and all adjournments thereof. As of June 22,
2000, the Company had issued and outstanding 6,104,300 shares of Common Stock,
par value $.0001 per share ("Common Stock"), the Company's only class of voting
securities outstanding. Each shareholder of the Company will be entitled to one
vote for each share of Common Stock registered in his or her name on the record
date.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of the Board of
Directors. The persons named in the proxy have been designated as proxies by the
Board of Directors. Any proxy given pursuant to such solicitation and received
in time for the meeting will be voted as specified in such proxy. If no
instructions are given, proxies will be voted "FOR" the election of the nominee
as the director of the Company listed below under the caption Proposal I, "FOR"
the proposal to amend to Company's Articles of Incorporation to increase the
number of authorized shares of capital stock as described below under Proposal
II, and, in the discretion of the proxies named in the proxy with respect to any
other matters properly brought before the meeting and any adjournments of the
meeting. Any proxy may be revoked by written notice received by the President of
the Company at any time prior to the voting thereof, by submitting a subsequent
proxy or by attending the Annual Meeting and voting in person. Attendance by a
shareholder at the Annual Meeting does not alone serve to revoke his or her
proxy.
The presence, in person or by proxy, of a majority of the votes entitled to
be cast at the meeting will constitute a quorum at the meeting. A proxy
submitted by a shareholder may indicate that all or a portion of the shares
represented by such proxy are not being voted ("shareholder withholding") with
respect to a particular matter. Similarly, a broker may not be permitted to vote
stock ("broker non-vote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of such stock. The shares
subject to a proxy which are not being voted on a particular matter (because of
either shareholder withholding or broker non-vote) will not be considered shares
present and entitled to vote on such matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that such shares are not being voted on any matter at the meeting, in which case
such shares will not be counted for purposes of determining the presence of a
quorum.
Directors are elected by a plurality of the votes cast at the meeting.
"Plurality" means that the nominees who receive the highest number of votes will
be elected as the directors of the Company. Consequently, any shares not voted
"FOR" a particular nominee (because of either shareholder withholding or broker
non-vote), will not be counted in such nominee's favor.
The approval of the amendment to the Articles of Incorporation requires the
affirmative vote of a majority of the shares of Common Stock outstanding and
entitled to vote. Because this proposal requires the affirmative vote of a
majority of the outstanding shares of Common Stock, abstentions on this matter
(which are considered present and entitled to vote on the matters) and shares of
Common Stock considered present, but not entitled to vote on this matter
(because of a broker non-vote), will have the same effect as a vote against the
proposal.
All other matters that may be brought before the shareholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to such
proposal and, therefore, have the same effect as a vote against the proposal.
Shares deemed present at the meeting but not entitled to vote (because of either
shareholder withholding or broker non-vote) are not deemed "votes cast" with
respect to such proposal and therefore will have no effect on such vote.
Annual Report
The Company's Annual Report on Form 10-KSB to Shareholders for the fiscal
year ended December 31, 1999, as amended, which contains audited financial
statements, is being mailed with this Proxy Statement on or about June 26, 2000,
to all persons who were shareholders of record as of the close of business on
June 22, 2000.
The Company will provide to each person solicited by the Company, without
charge, a copy of the Annual Report on Form 10-KSB, as amended (excluding
exhibits), for the fiscal year ended December 31, 1999 upon written request sent
to The President, Cyber Mark International Corp., 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada L4C 3G2. Exhibits to the Annual Report may be
obtained on payment of a fee of $.25 per page, plus $5.00 postage and handling
charge, if request in writing as provided immediately above.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of June 22, 2000 with
respect to the stock ownership of (i) those persons or groups who beneficially
own more than 5% of the Company's Common Stock, (ii) each director of the
Company, (iii) each executive officer whose compensation exceeded $100,000 in
1999, and (iv) all directors and executive officers of the Company as a group
(based upon information furnished by such persons).
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Ownership of Class1
- ------------------------ ----------------------- ---------
Samuel Singal(2) 4,130,000 67.7%
Chancery Corporate Services(3) 1,000,000(3) 16.4%
All directors and executive 4,703,000(4) 73.4%
officers as a group (3 persons)
- ----------------------------
* less than .1%
(1) Percentage includes all outstanding shares of Common Stock plus, for each
person or group, any shares of Common Stock that the person or the group
has the right to acquire within 60 days pursuant to options, warrants,
conversion privileges or other rights.
(2) The person's address is 359 Enford Road, Unit 1, Richmond Hill, Ontario,
Canada L4C 3G2.
(3) The address for Chancery Corporate Services is Nassau, Bahamas. This entity
is the corporate trustee with full voting and dispositive authority for the
trusts which own Tinto Inc. and Dungavel Inc. Each of Tinto Inc. and
Dungavel Inc. own 500,000 shares of Common Stock.
(4) Includes 300,000 shares currently exercisable under employee stock options
and excludes 100,000 shares of Common Stock under options which vest in the
future.
PROPOSAL I: ELECTION OF DIRECTOR
The person listed below have been designated by the Board of Directors as
the candidate for election as director to serve until the next annual meeting of
shareholders or until his respective successor has been elected and qualified.
Unless otherwise specified in the form of proxy, the proxies solicited by
management will be voted "FOR" the election of this candidate. In case any of
this nominee become unavailable for election to the Board of Directors, an event
which is not anticipated, the persons named as proxies, or their substitutes,
shall have full discretion and authority to vote or refrain from voting for any
other nominee in accordance with their judgment.
Name Age Director Since Position
- ---- --- -------------- --------
Samuel Singal 51 1998 Chairman of the Board and Chief
Operating Officer and Director
Samuel Singal founded the Company's principal subsidiary, CM300 in 1996 and
the Company in 1998 as a holding company. Mr. Singal has been the Chairman and
Chief Operating Officer of the Company since 1998 and the President of CM300
since 1996. From 1994 until 1996, Mr. Singal was employed at Cybermind Systems,
where he held the position of President.
Board Meetings and Committees
During the fiscal year ended December 31, 1999, the Board of Directors
acted by unanimous consent one time. Members of the Board of Directors generally
are elected annually by the shareholders of the Company and may be removed as
provided in the General Corporation Law of the State of Delaware and the
Company's Articles of Incorporation.
Compensation of Outside Directors
Directors who are employees of the Company receive no cash compensation for
serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. There are no outside directors of the
Company, and the Company does not have any policy on compensation of outside
directors at this time.
Executive Compensation
The Company currently does not pay any salaries to Mr. Singal or Mr. Byck
as the Treasurer of the Company. The Company pays a monthly salary of $1,280 to
Ms. Runge, the Secretary of the Company. None of the executive officers is
employed under a written contract of employment.
The Company cannot determine, without unreasonable effort or expense, the
specific amount of certain personal benefits afforded to its employees, or the
extent to which benefits are personal rather than for business. The Company has
concluded that the aggregate amounts of such personal benefits which cannot be
specifically or precisely ascertained do not in any event exceed, as to each
individual named above, the lesser of $50,000 or 10% of the compensation
reported above for such individual, or, in the case of a group, the lesser of
50,000 for each individual in the group, or 10% of the compensation reported
above for the group, and that such information set forth above is not rendered
materially misleading by virtue of the omission of the value of such personal
benefits.