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 Commission Only (as permitted by Rule
14a-6(e))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting material pursuant to " 240.14a-11(c) or " 240.14a-12
ORALABS HOLDING CORP.
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(Name of Registrant as Specified in Charter)
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(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)(4) and 0-11
1) Title of each class of securities to which transaction applies:_________
________________________________________________________________________
2) Aggregate number of securities to which transaction applies:____________
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):______________
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[_] 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:_________________________________________________
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4) Date filed:_____________________________________________________________
ORALABS HOLDING CORP.
18685 East Plaza Drive
Parker, Colorado 80134
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------
December 21, 2005
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
ORALABS HOLDING CORP. (the "Company") will be held at the Company's offices at
18685 East Plaza Drive, Parker, Colorado 80134, on Wednesday, December 21, 2005,
at 2:00 p.m., for the following purposes:
1. To elect four Directors;
2. To ratify the action of the Board of Directors pursuant to the
recommendation of the Audit Committee in selecting GHP Horwath, P.C. as the
Company's independent registered public accounting firm for the third fiscal
quarter ended September 30, 2005 and for the fiscal year ending December 31,
2005; and
3. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on November 23,
2005 as the record date for determining all stockholders entitled to receive
notice of the Annual Meeting and to vote at such meeting or any adjournment(s)
thereof.
The Board of Directors appreciates and welcomes stockholder
participation in the Company's affairs. Whether or not you plan to attend the
Annual Meeting, please vote by completing, signing and dating the enclosed proxy
and returning it promptly to the Company in the enclosed self-addressed,
postage-prepaid envelope. If you attend the meeting, you may revoke your proxy
and vote your shares in person.
By Order of the Board of Directors,
/s/ Michael I. Friess
-----------------------------------
Secretary
November 23, 2005
ORALABS HOLDING CORP.
18685 East Plaza Drive
Parker, Colorado 80134
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PROXY STATEMENT
----------------------
ANNUAL MEETING OF STOCKHOLDERS
December 21, 2005
General Information
This Proxy Statement is furnished to the stockholders of OraLabs
Holding Corp., a Colorado corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors") for use at the Annual Meeting of Stockholders of the Company to be
held on December 21, 2005, and any adjournment(s) thereof (the "Annual
Meeting"). A copy of the notice of meeting, the Company's Annual Report on Form
10-KSB/A for the fiscal year ended December 31, 2004 (which also comprises the
Company's Annual Report), the Company's quarterly report on Form 10-QSB for the
quarter ended September 30, 2005 and form of proxy statement are first being
sent to stockholders on or about November 25, 2005.
Only stockholders of record at the close of business on November 23,
2005, the record date for the Annual Meeting, will be entitled to notice of and
to vote at the Annual Meeting. On the record date, there were issued and
outstanding 4,693,015 shares of the Company's Common Stock, par value $.001 per
share (the "Common Stock"). Each share of Common Stock entitles the holder to
one vote with respect to each of the matters to be voted upon at the Annual
Meeting. The Common Stock is the only class of outstanding securities of the
Company entitled to vote at the Annual Meeting.
Presence in person or by proxy of the holders of 2,346,508 shares of
Common Stock will constitute a quorum at the Annual Meeting. Assuming a quorum
is present, the affirmative vote of the holders of at least a majority of votes
present and entitled to be cast at the Annual Meeting is required for (i) the
election of Directors, (ii) the ratification of the selection of GHP Horwath,
P.C. as our independent registered public accounting firm for the current fiscal
year, and (iii) except as otherwise required by Colorado law or the Company's
Articles of Incorporation or Bylaws, any other matters that properly come before
the meeting. If a stockholder, present in person or by proxy, abstains on any
matter, the stockholder's shares will not be voted on such matter. Abstentions
may be specified on all proposals submitted to a stockholder vote other than the
election of directors. Abstentions will be counted as present or represented and
entitled to vote for purposes of determining the existence of a quorum regarding
the proposal on which the abstention is noted, but will not be considered as
votes cast in determining whether a matter has been approved by the
stockholders. A proxy submitted by a stockholder also may indicate that all or a
portion of the shares represented by such proxy are not being voted by such
stockholder with respect to a particular matter. This could occur, for example,
when a broker is not permitted to vote shares held in street name on certain
matters in the absence of instructions from the beneficial owner of the shares.
If a proxy in the accompanying form is properly executed and returned,
the shares represented thereby will be voted as instructed in the proxy. If no
instructions are given, the persons named in the proxy intend to vote in favor
of (i) the nominees for election as Directors as set forth below and (ii) the
ratification of the selection of GHP Horwath, P.C. as our independent registered
public accounting firm for the current fiscal year.
Brokers holding shares in street name, who do not receive instructions,
are entitled to vote on the election of Directors and ratification of the
appointment of the independent auditors, since such matters are considered to be
routine. Since a broker is not required to vote shares held in "street name" in
the absence of instructions from the beneficial stockholder, a stockholder's
failure to instruct his broker may result in the stockholder's shares not being
voted.
Each proxy granted may be revoked by the person granting it at any time
(i) by giving written notice to such effect to the Secretary of the Company,
(ii) by execution and delivery of a proxy bearing a later date, or (iii) by
attendance and voting in person at the Annual Meeting, except as to any matter
upon which, prior to such revocation, a vote shall have been taken pursuant to
the authority conferred by such proxy. The mere presence at the Annual Meeting
of a person appointing a proxy does not revoke the appointment.
ELECTION OF DIRECTORS
Nominees
The Bylaws of the Company provides that the number of Directors of the
Company shall be fixed by resolution of the Board of Directors. Such number
currently has been fixed at four persons. At the Annual Meeting, four persons
will be elected to the Board of Directors to serve until the next annual meeting
and until their successors have been elected and qualify. The persons named as
proxies in the accompanying proxy intend to vote FOR these nominees of the Board
of Directors or, if any of the nominees should be unable to serve, for such
substitute nominee(s) as the Board of Directors then may propose.
The following table sets forth information about the nominees, each of
whom is currently serving as a Director of the Company:
2
Year First
Elected to
Board of
Name Age Positions with the Company Directors
---- --- -------------------------- ---------
Gary H. Schlatter(2)......49 Chief Executive Officer, 1997
President, Director
Allen R. Goldstone........52 Director(1) 1997
Michael I. Friess.........55 Director(1), Secretary 1997
Robert C. Gust............48 Director(1) 2000
------------------
(1) Audit Committee member
(2) See "Certain Relationships and Related Transactions" below.
Mr. Schlatter and Mr. Goldstone were elected to their positions in May
1997 upon consummation of the transaction by which the Company's subsidiary,
OraLabs, Inc., was acquired by SSI Capital Corp. (the Company's predecessor).
Mr. Friess was appointed as a Director on September 8, 1997 and Mr. Gust was
elected as a director on May 26, 2000. All directors serve as such until their
successors are elected and qualified. No family relationship exists among the
Directors or between any of such persons and the Executive Officers of the
Company. Mr. Goldstone resigned from the Board on August 24, 1999 and was
reappointed to the Board on December 30, 1999.
Gary H. Schlatter is the founder (in 1990) of the Company's subsidiary,
OraLabs, Inc., and has served as the President, Chief Executive Officer,
Treasurer and Secretary of the subsidiary since that time. He also serves in the
positions listed in the above table with respect to the Company. Mr. Schlatter
holds his offices (other than the position of director) pursuant to an
employment agreement (see, "Executive Compensation").
Michael Friess is a self-employed attorney licensed to practice law in
the State of Colorado. He was a partner from January 1983 to December 1993 in
the New York City law firm of Schulte, Roth & Zabel, where his practice
emphasized taxation.
Allen R. Goldstone is the managing member of Creative Business, LLC, a
company that is engaged in business consultation, and he has held that position
since 1998 (and prior thereto he was and still serves as president of Creative
Business Strategies, Inc., another business consulting firm). Mr. Goldstone has
also served as a management consultant since 1988. For calendar year 1997, Mr.
Goldstone was an employee of the Company's subsidiary, in which capacity he was
in charge of investor relations.
3
Robert C. Gust is the co-founder (January 2002) and Partner of Apogee
Group, a business brokerage and consulting firm. From April 1997 to December
2001, Mr. Gust was co-founder and Senior Vice-President of Business Development
for Protocol Communications, Inc., a Massachusetts company engaged in the
business of owning and operating integrated marketing services companies. From
June 1993 until the formation of Protocol Communications, Inc., Mr. Gust was
Vice-President of Sales (North America) for Indigo America.
The Board of Directors recommends that stockholders vote FOR the
election of each of the nominees named herein.
Additional information with respect to the Board of Directors.
The Company has a standing Audit Committee consisting of Michael I.
Friess, Robert C. Gust and Allen R. Goldstone (who became a member on July 9,
2005). The Audit Committee reviews the consolidated financial statements and
independent registered public accounting firm report, including recommendations
from the independent registered public accounting firm regarding internal
controls and other matters. The Audit Committee held one meeting during fiscal
year 2004 to discuss the financial statements to be part of the Company's Form
10-KSB/A for fiscal year 2003, and held one meeting with the Company's
independent registered public accounting firm with respect to the Company's
Annual Report on Form 10-KSB/A for fiscal year 2004. The meetings were held by
telephone conference call.
The Board of Directors adopted in July 2005 an amended and restated
charter for the Audit Committee, which is attached to this Proxy Statement as
Appendix A. A report of the Audit Committee is found under the heading "Audit
Committee Report" below.
During the fiscal year ended December 31, 2004, the Board of Directors
did not meet in person but met three times by telephone conference, and each
Director participated in the meeting. The Board also conferred informally on
numerous occasions without a formal meeting.
Audit Committee Report
The Board of Directors and the Audit Committee believe that the Audit
Committee's current member composition (three independent directors) satisfies
the rule of the National Association of Securities Dealers, Inc. ("NASD") that
audit committee members be "independent directors" as that term is defined by
those rules. The Board of Directors has determined that one of the Audit
Committee members, Michael I. Friess, is both independent and is an "audit
committee financial expert" as that term is used in Item 401 of Regulation S-B.
Mr. Friess qualifies as an audit committee financial expert by means of his
employment as a tax attorney in New York City as described above.
In accordance with its written charter adopted by the Board of
Directors, the Audit Committee assists the Board of Directors with fulfilling
its oversight responsibility regarding the quality and integrity of the
accounting, auditing and financial reporting practices of the Company. In
discharging its oversight responsibilities regarding the audit process, the
Audit Committee reviewed and discussed the audited financial statements with the
independent registered public accounting firm and with management, discussed
with the independent registered public accounting firm the material required to
be discussed by Statement on Auditing Standards No. 61 (communications with
audit committees), reviewed the written disclosures and the letter from the
independent registered public accounting firm required by the Independence
Standards Board's Standard No. 1, and discussed with the independent registered
public accounting firm their independence.
4
Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB/A for the
fiscal year ended December 31, 2004, as filed with the Securities and Exchange
Commission.
Audit Committee
Michael I. Friess
Robert C. Gust
Allen R. Goldstone
November 23, 2005
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities and Exchange Commission requires our
directors, executive officers and holders of more than 10% of our common stock
to file with the Securities and Exchange Commission reports regarding their
ownership and changes in ownership of our securities. The Company believes that
during fiscal year 2004, its directors, executive officers and 10% owners
complied with all Section 16(a) filing requirements with the following
exceptions: directors Friess, Goldstone and Gust each filed a late report with
respect to options awarded to each of them in June 2004 under the Company's 1997
Non-employee Directors Option Plan.
Executive Officers and Significant Employees.
The following table sets forth information about the executive officers
and significant employees of the Company:
Name Age Positions with the Company
---- --- --------------------------
Gary H. Schlatter(1).........49 Chief Executive Officer,
President, Treasurer
Emile (Red) Jordan...........46 Comptroller,
Chief Financial Officer/
Chief Operating Officer
------------
(1) See description of Mr. Schlatter below the table of Nominees to the
Board of Directors, above.
Mr. Jordan has served as the Comptroller of the Company since May 1997.
He has served as Comptroller of the subsidiary, OraLabs, Inc. on a full time
basis since April 1, 1994. Mr. Jordan is the Chief Operating /Chief Financial
Officer of the Company. Mr. Jordan was elected to his position by the Board of
Directors of the Company and holds his office at the discretion of the Board of
Directors or until his earlier death or resignation.
5
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gary H. Schlatter, through an affiliated entity, is the owner of the
property leased by OraLabs, Inc. (the Company's subsidiary) that serves as the
Company's headquarters, manufacturing facility and warehouse facility. The lease
expires on September 30, 2006. Prior to the Company's relocation in 2004, Mr.
Schlatter individually and an affiliated entity respectively leased the two
facilities from which the Company conducted its business. Total rent paid by the
Company for rent of those facilities in 2004 was $83,690, plus taxes, utilities
and insurance. Rent paid to Mr. Schlatter's affiliated entity in 2004 after the
relocation was $446,088, including taxes, utilities and insurance. The Company
believes that its rental rate is comparable to that which would be paid to
unaffiliated parties, and the Company believes that if the lease is not renewed,
the Company could obtain alternative space. Mr. Schlatter was a party to a Stock
Exchange Agreement entered into between the Company and NVC Lighting Investment
Holdings Limited ("NVC"), under which Mr. Schlatter would acquire sole ownership
of the Company's subsidiary in exchange for the Company's redemption of all of
the shares of stock owned by him individually in the Company. NVC terminated the
Agreement on November 9, 2005.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of November 15, 2005, information
regarding the beneficial ownership of Common Stock (i) by each Director (each of
whom is a nominee for election at the Annual Meeting), (ii) by each Executive
Officer listed in the Summary Compensation table below, (iii) by all Directors
and current Executive Officers as a group (five persons), and (iv) by each
person or group known by the Company to own beneficially in excess of five
percent (5%) of the Common Stock:
Name and Address Amount and Nature of
of Beneficial Owner(6) Beneficial Ownership Percent of Class
---------------------- -------------------- ----------------
Gary H. Schlatter 3,729,350 shares(1) 79.47%(1)
18685 East Plaza Drive
Parker, Colorado 80134
Allen R. Goldstone 6,250 shares (2) *
5353 Manhattan Circle
Suite 101
Boulder, Colorado 80303
Michael I. Friess 6,250 shares (3) *
5353 Manhattan Circle
Suite 101
Boulder, Colorado 80303
Robert C. Gust 17,250 shares (4) *
7N551 Cloverfield Circle
St. Charles, IL 60175
Emile Jordan 38,125 shares(5) *
18685 East Plaza Drive
Parker, Colorado 80134
All directors and executive 3,797,225 shares1, 2, 3, 4, 5 79.94%
officers as a group (five persons)
* Less than one percent
------------------
6
(1) Includes 100,000 shares held by The Schlatter Family Partnership, of
which Gary H. Schlatter and his spouse are the general partners. Mr.
Schlatter's spouse may be deemed the beneficial owner of some or all of
the shares. Does not include 30,500 shares that Mr. Schlatter's spouse,
an employee of the Company, has the right to acquire on November 15,
2005, or within sixty (60) days thereafter, pursuant to outstanding
options.
(2) Includes 6,250 shares that he has the right to acquire on November 15,
2005 or within sixty (60) days thereafter, pursuant to outstanding
options.
(3) Includes 6,250 shares that he has the right to acquire on November 15,
2005 or within sixty (60) days thereafter, pursuant to outstanding
options.
(4) Includes 6,250 shares that he has the right to acquire on November 15,
2005 or within sixty (60) days thereafter, pursuant to outstanding
options.
(5) Includes 38,125 shares that he has the right to acquire on November 15,
2005 pursuant to outstanding options.
(6) Unless otherwise noted, the stockholders identified in this table have
sole voting and investment power. The sole person known to the Company
to be the beneficial owner of more than five percent (5%) of the class
of outstanding stock is Gary H. Schlatter, whose address is c/o OraLabs
Holding Corp., 18685 East Plaza Drive, Parker, Colorado 80134.
Change in Control.
The Company does not know of any arrangements, including a pledge by
any person of securities of the Company, the operation of which at a subsequent
date may result in a change in control of the Company.
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation for
services rendered, in all capacities, awarded or paid to or earned by the Chief
Executive Officer of the Company during the last three fiscal years and earned
by Emile Jordan in fiscal year 2004. No other executive officer of the Company
received a total annual salary and bonus in excess of $100,000 during any of the
last three fiscal years.
7
Summary Compensation Table
Annual Compensation Long Term Compensation
------------------- ----------------------
Name and Shares Under-
Principal Position Year Salary ($) Bonuses ($) Other ($) Other lying Options
------------------ ---- ---------- ----------- --------- ----- --------------
Gary H. Schlatter, CEO 2004 393,105(1) 0 22,699(3) 0 30,500(1)
2003 370,346(1) 0 22,339(3) 0 30,500(1)
2002 335,468(1) 0 27,009(2) 0 30,500(1)
Emile Jordan, CFO 2004 109,400 0 0 0 38,125
(1)Includes 30,500 shares underlying 30,500 options granted in the fiscal year
ended December 31, 1997 to Mr. Schlatter's spouse, an employee of the Company,
under the Company's 1997 Stock Plan and a $10,000 annual salary to the spouse.
Beneficial ownership of such securities and spouse's salary is disclaimed by Mr.
Schlatter.
(2)Includes expenses for automobiles and related insurance and other automobile
expenses, as well as payments made to a company owned by Mr. Schlatter for
computer equipment and furniture. (3)Includes expenses for automobiles and
related insurance and other automobile expenses.
Standard Compensation Arrangements for Directors
The directors other than Mr. Schlatter are compensated monthly for
services provided as directors. Currently, all three non-employee directors
receive $2,000 monthly as directors fees. The Company may modify those
arrangements at any time. There were no other arrangements pursuant to which any
director of the Company was compensated during the past fiscal year for any
service provided as a director. However, the Company has a Non-Employee Director
Stock Option Plan under which directors who are not employees are granted (at
the time of initial election or appointment to the Board) 10,000 options to
purchase common stock and are thereafter granted 2,500 options annually so long
as they continue to serve as non-employee directors. All of the options are
exercisable at the market price of the common stock at the time of grant and
vest proportionately over a four year period.
Agreements with Executive Officers
The only employment contract between the Company and any executive
officer of the Company who received total salary and bonus during fiscal year
2004 in excess of $100,000 is an Amended and Restated Employment Agreement with
Gary H. Schlatter. Except for that Agreement as described below, the Company has
not entered into any compensatory arrangement pursuant to which any executive
officer of the Company will receive payment from the Company as a result of the
executive officer's resignation, retirement or termination of employment or as a
result of a change in control of the Company. There is no employment contract
between the Company and Emile J. Jordan.
8
Effective May 1, 2003, the Company's subsidiary, OraLabs, Inc., entered
into an Amended and Restated Employment Agreement ("Employment Agreement") with
Gary Schlatter. The Employment Agreement extended the term of Mr. Schlatter's
employment through April 30, 2006, unless terminated earlier pursuant to the
provisions of the Employment Agreement. Under the Employment Agreement, Mr.
Schlatter agrees to devote such time and attention to the business of OraLabs,
Inc. as may be required to fulfill his duties, which is expected to require a
substantial amount of his working time.
Under the Employment Agreement, Mr. Schlatter is paid a base salary of
$392,645 per year for the first twelve (12) months, $431,909 per year for the
next twelve (12) months, and $475,100 for the final twelve (12) months. Mr.
Schlatter agreed to forego the salary increases payable to him for the second
year of the agreement and for the five months commencing May 1, 2005. Bonus
compensation is payable to Mr. Schlatter as may be determined by the Board of
Directors in its discretion. Mr. Schlatter also is paid or reimbursed for lease
and insurance expenses for automobile and cellular telephone expenses. Under the
Employment Agreement, Mr. Schlatter has agreed that during its term and for a
period of one (1) year thereafter, he will not participate in any business
competitive to that of the business of OraLabs, Inc., except with respect to
limited passive investments, and that he will never disclose or utilize any
trade secrets or proprietary information of OraLabs, Inc. except within the
scope of his employment.
Under specified circumstances involving a change in control, Mr.
Schlatter may terminate the Employment Agreement and receive a lump sum payment
equal to all of the compensation to which he otherwise would have been entitled
had the Employment Agreement remained in effect for its entire term.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected GHP Horwath, P.C. as the
independent registered public accounting firm to audit the books and accounts of
the Company for the current fiscal year. GHP Horwath, P.C. was retained as the
independent registered public accounting firm on November 17, 2005. A
representative of GHP Horwath, P.C. is expected to attend the Annual Meeting and
will be available to respond to appropriate questions.
Ehrhardt Keefe Steiner & Hottman P.C. ("EKS&H") was the Company's
independent registered public accounting firm during calendar year 2005, through
November 16, 2005. On November 16, 2005, EKS&H notified the Company that it
resigned as the Company's independent registered public accounting firm. The
decision to retain the new accountants was recommended and approved by the
Company's audit committee and Board of Directors.
EKS&H's report on the Company's financial statements for the fiscal
years ended December 31, 2004 and December 31, 2003 did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. During the Company's fiscal
years ended December 31, 2004 and 2003, and the subsequent interim periods
preceding EKS&H's resignation, there were not disagreements between the Company
and EKS&H on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of EKS&H, would have caused EKS&H to make reference
to the subject matter of the disagreement(s) in connection with their report,
nor were there any reportable events as defined in Item 304(a)(1)(iv)(B) of
Regulation S-B. A representative of EKS&H is not expected to be present at the
Annual Meeting.
9
The following table presents fees for professional audit services
rendered by the Company's previous independent registered public accounting
firm, EKS&H, for the audit of our annual financial statements for the years
ended December 31, 2004 and December 31, 2003, and the reviews of the financial
statements included in each of our quarterly reports on Form 10-QSB during the
fiscal years ended December 31, 2004 and 2003:
2004 2003
Audit Fees $65,500 $62,000
Audit-Related Fees $0 0
Tax Fees $0 0
All Other Fees $0 $0
Audit Fees are fees incurred in connection with the audit of the Company's
consolidated annual financial statements and the review of financial statements
in the Company's quarterly reports on Form 10-QSB. All Other Fees are incurred
for services other than those described above. The Audit Committee will
pre-approve the performance by its independent registered public accounting firm
of any services other than those relating to the audit or review of the
Company's financial statements, but no other services are anticipated at this
time.
The Board of Directors recommends that the stockholders vote FOR
approval of the selection of GHP Horwath, P.C. as the Company's independent
registered public accounting firm.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
The Company typically holds its Annual Meeting of Stockholders during
the last ten days of May, but the meeting was delayed in 2005. Therefore,
stockholders of the Company wishing to include proposals in the proxy material
relating to the Annual Meeting of Stockholders of the Company in 2006 must
submit the same in writing so as to be received at the principal executive
office of the Company (to the attention of the Secretary) on or before February
28, 2006, which is a reasonable time before the Company begins to print and mail
its proxy materials, for such proposal to be considered for inclusion in the
proxy statement for such meeting. Such proposals must also meet the other
requirements of the rules of the Securities and Exchange Commission relating to
stockholder proposals.
Stockholders who wish to submit any items of business to be addressed
at an annual meeting of stockholders (rather than include the item in the proxy
material) must make the submission in a timely manner as provided in the
Company's Amended and Restated Bylaws. The Bylaws provide that only timely
submissions of business items will be considered as proper business at the
meeting. To be timely, a stockholder's written submission must generally be
delivered to or mailed and received at, the principal business offices of the
Company at least sixty (60) days in advance of the date that the Company's proxy
statement was released to stockholders in connection with the previous year's
annual meeting of stockholders. However, because of the delay in the 2005
meeting, the deadline for submissions of business items for the 2006 annual
meeting will be February 20, 2006, which is consistent with the deadline that
typically has applied for the Company's Annual Meeting of Stockholders held in
late May each year. The Bylaws also specify what must be included in the written
notice of submission in order for the submission to be considered timely and to
be considered proper business to be conducted at the annual meeting.
10
OTHER MATTERS
The Board of Directors does not know of any other business to be
presented for consideration at the Annual Meeting. If other matters properly
come before the Annual Meeting, the persons named in the accompanying proxy
intend to vote thereon in accordance with their best judgment.
The Company's Annual Report on Form 10-KSB/A for the fiscal year ended
December 31, 2004 accompanies this Proxy Statement and constitutes the Company's
Annual Report to stockholders. Also attached is the Company's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 2005. Copies of any exhibits
thereto will be furnished to any stockholder of the Company upon the payment of
a reasonable duplicating charge. Written requests for any exhibit should be
directed to OraLabs Holding Corp., 18685 East Plaza Drive, Parker, Colorado
80134, Attention: Investor Relations.
SOLICITATION AND EXPENSES
The Company will bear the cost of the Annual Meeting and the cost of
soliciting proxies, including the cost of mailing the proxy materials. In
addition to solicitation by mail, Directors, officers and regular employees of
the Company (who will not be specifically compensated for such services) may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxies and proxy material to their principals and the Company will reimburse
them for their expenses.
By Order of the Board of Directors,
/s/ Gary H. Schlatter
------------------------------------
Gary H. Schlatter,
Chairman of the Board
November 23, 2005
11
APPENDIX A
----------
Amended and Restated Audit Committee Charter
As amended by the Board of Directors on July 9, 2005
I. Purpose
The primary purpose of the OraLabs Holding Corp. (the "Company") Audit
Committee (the "Committee") is to assist the Board of Directors of the Company
(the "Board") in fulfilling its oversight responsibilities to its stockholders
and to the investment community by reviewing:
o the financial reports and other financial information provided by
the Company to its stockholders, to any governmental body or to
the public;
o the Company's systems of internal accounting and financial
controls and disclosure controls and procedures;
o the Company's auditing, accounting and financial reporting
processes generally;
o the independence, qualifications and performance of the Company's
independent registered public accounting firm; and
o any legal compliance and ethics programs established by
management and/or the Board.
An additional purpose of the Committee is to establish procedures for: (i)
the receipt, retention and treatment of certain complaints; and (ii) the
confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.
The Committee will maintain free and open communication among the
Committee, the Company's independent registered public accounting firm and
management of the Company.
II. Composition
o The Committee will be appointed by the Board and may be removed
or replaced, from time to time, by the Board. The Committee shall
be comprised of at least three directors, all of whom shall be
"independent" as defined by the applicable rules of The NASDAQ
SmallCap Market ("NASDAQ"), the Securities Exchange Act of 1934
(the "Exchange Act"), the Sarbanes-Oxley Act of 2002 ("Sarbanes")
and the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Each Committee member must also be
free from any relationship that, in the opinion of the Board,
would interfere with the exercise of his or her independent
judgment as a member of the Committee.
o The Chairman of the Committee shall be appointed by the Board or,
if not appointed by the Board, shall be appointed by the
Committee.
o All members of the Committee must be able to read and understand
fundamental financial statements, including the Company's balance
sheet, income statement, statement of cash flows and statement of
changes in stockholders' equity. When required by applicable
Commission rules, at least one member of the Committee shall be
an "Audit Committee Financial Expert" as defined by Sarbanes and
applicable Commission rules, or the Company shall disclose in its
filings that it does not have an "Audit Committee Financial
Expert" on the Committee.
o The Board shall determine the compensation of Committee members.
III. Procedures and Administration
A. Meetings
The Committee shall meet at least quarterly. The Committee shall meet
whenever it deems a meeting necessary with management and/or the independent
registered public accounting firm, or in separate executive sessions, to discuss
any matters that the Committee or either of these groups believes should be
discussed privately. The Committee may meet by telephone and may delegate
specific functions to one or more of its members. The Committee shall keep such
records of its meetings, including minutes, as it deems appropriate.
B. Investigations
In discharging its oversight role, the Committee is authorized: (i) to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company; and (ii) to retain outside
counsel or other advisers for this purpose. The Committee shall have the
authority to conduct or authorize investigations into any matters within the
scope of its responsibilities as it shall deem appropriate, including the
authority to request any officer, employee or advisor of the Company to meet
with the Committee or any advisors engaged by the Committee. The Committee shall
have the authority to engage and determine funding for such independent legal,
accounting and other advisors as it deems necessary or appropriate to carry out
its responsibilities. Such independent advisors may be the regular advisors to
the Company. The Committee is empowered, without further action by the Board, to
cause the Company to pay the compensation of such advisors as established by the
Committee.
IV. Responsibilities and Duties
To fulfill its purpose, the Committee shall:
A. Review Charter and Financial Statements
1. At least annually, review and reassess this Charter, and
recommend changes to the Board as appropriate or as conditions
require.
2. Review the Company's annual financial statements and any
report of other financial information submitted to the stockholders,
any governmental body or the public, including any certification,
report, opinion or review rendered by the Company's independent
registered public accounting firm.
The Committee is not responsible for preparing the Company's financial
statements or auditing those financial statements. The Committee's
responsibility is one of oversight and it recognizes that the Company's
management is responsible for preparing the Company's financial statements and
that the independent registered public accounting firm are responsible for
auditing those financial statements. Additionally, the Committee recognizes that
financial management, including any internal audit staff, as well as the
independent registered public accounting firm , have more time, knowledge and
more detailed information about the Company than do Committee members;
consequently, in carrying out its oversight responsibilities, the Committee is
not providing any expert or special assurance as to the Company's financial
statements or any professional certification as to the independent registered
public accounting firm's work.
B. Independent Registered public accounting firm
1. Appoint the independent registered public accounting firm. The
Committee shall have the sole authority to appoint, determine funding
for and oversee the Company's independent registered public accounting
firm. The Committee shall have the sole authority to approve all audit
engagement fees and terms. On an annual basis, the Committee should
review and discuss with the independent registered public accounting
firm its written statement concerning all relationships the
independent registered public accounting firm has with the Company to
determine whether such relationships might impact the objectivity and
independence of the independent registered public accounting firm. The
Committee should report to the Board whether the provision of
permitted non-audit services by the independent registered public
accounting firm is compatible with maintaining the independent
registered public accounting firm's independence from management.
2. Set the compensation of the independent registered public
accounting firm and cause the Company to pay the compensation of the
independent registered public accounting firm established by the
Committee.
3. Pre-approve all audit services, and to the extent permitted by
law, all non-audit services provided by the independent registered
public accounting firm, as well as the fees and terms for providing
such services. The Committee may delegate pre-approval authority to a
member of the Committee. In that event, the decisions of any Committee
member to whom pre-approval authority is delegated must be presented
to the full Committee at its next scheduled meeting. Pre-approval of
non-audit services is not required if (a) the aggregate amount of
non-audit services is less than five percent (5%) of the total amount
paid by the Company to the independent registered public accounting
firm during the fiscal year in which the non-audit services are
provided; and (b) such services are promptly brought to the attention
of the Committee and, prior to completion of the audit, are approved
by the Committee or by one or more Committee members who have been
delegated authority to grant approvals.
2
4. Review the performance of the independent registered public
accounting firm and either retain or terminate the independent
registered public accounting firm when circumstances warrant.
5. Obtain assurance from the independent registered public
accounting firm that they have complied with their obligation to
report fraud that has come to their attention in connection with their
audit of the financial statements of the Company.
C. Controls and Procedures
1. Oversee the Company's internal accounting controls; disclosure
controls and procedures; and code of ethics and conduct.
2. Consider and review with the independent registered public
accounting firm and management the adequacy of the Company's internal
controls and any related significant findings and recommendations of
the independent registered public accounting firm, together with
management's responses thereto.
3. Establish procedures for (a) the receipt, retention and
treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters; and (b) the
confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.
D. Financial Reporting Process
1. In consultation with the independent registered public
accounting firm, review the adequacy of the Company's financial
disclosure and reporting processes, including any significant risks
and uncertainties with respect to the quality, accuracy and
completeness of the Company's financial disclosure and reporting
processes.
E. Systems and Conflicts
1. While the fundamental responsibility for the Company's
financial statements and disclosures rests with management and the
independent registered public accounting firm, the Committee will
review: (a) major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
Company's selection or application of accounting principles, and major
issues as to the adequacy of the Company's internal controls and any
special audit steps adopted in light of material control deficiencies;
and (b) analyses prepared by management or the independent registered
public accounting firm setting forth significant financial reporting
issues and judgments made in connection with the preparation of the
financial statements.
2. Review and discuss with the independent registered public
accounting firm any significant disagreement between management and
the independent registered public accounting firm with regard to the
preparation of the financial statements.
3. Review with the independent registered public accounting firm
and management the extent to which changes or improvements in
financial or accounting practices, as approved by the Committee, have
been implemented.
F. Review of Financial Statements and Information
1. Review and discuss with the Company's management and
independent registered public accounting firm prior to disclosure the
Company's audited financial statements and the Company's interim
unaudited financial statements.
2. Prepare for inclusion where necessary in a proxy or
information statement of the Company relating to an Annual Meeting of
Stockholders at which directors are to be elected (or special meeting
or written consents in lieu of such meeting), any report from the
Committee required by applicable law and rules.
G. Miscellaneous
1. Review such other reports, adopt such other policies and
implement such other procedures as shall be necessary to comply with
the rules and regulations that may, from time to time, be established
by the Commission.
This charter has been adopted by resolution of the Board of Directors effective
July 9, 2005.
3
ORALABS HOLDING CORP.
PROXY SOLICITED ON BEHALF OF COMPANY'S
BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
December 21, 2005
The undersigned hereby appoints as proxies Gary H. Schlatter, Michael
I. Friess and Allen R. Goldstone and each of them (with power of substitution)
to vote for the undersigned all shares of common stock of the undersigned at the
annual meeting of stockholders and any adjournment thereof with all the power
the undersigned would have if personally present. The shares represented will be
voted as instructed. Unless indicated to the contrary, this proxy shall be
deemed to grant authority to vote "FOR" all proposals.
PLEASE INDICATE YOUR VOTE BY AN "X" IN THE APPROPRIATE BOX BELOW
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1. ELECTION OF DIRECTORS [_] [_] [_]
(Instructions: To withhold authority to FOR ALL FOR ALL WITHHOLD
vote for an individual nominee, strike a EXCEPT AUTHORITY
line through the nominee's name in the FOR ALL
list below and mark center box to right.)
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Nominees: Gary H. Schlatter, Allen R. Goldstone, Michael I. Friess and Robert C. Gust
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2. Proposal to ratify the selection of GHP [_] [_] [_]
Horwath, P.C. as the independent FOR AGAINST ABSTAIN
registered public accounting firm for
the third fiscal quarter ended September 30, 2005
and for the fiscal year ended December 31, 2005
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In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the Annual Meeting of Stockholders and
at any adjournment(s) thereof. The Board of Directors at present knows of no
other business to be presented by or on behalf of the Company or the Board of
Directors at the Annual Meeting of Stockholders.
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Signature
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Name (Please print)
Date: ______________________________
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Signature if Held Jointly
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Name (Please print)
Date: ______________________________