UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission only (as permitted by
Rule 14c-5(d) (2))
[_] Definitive Information Statement
Amaru, Inc.
-----------
(Name of Registrant As Specified In Its Charter)
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(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
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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(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:
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(4) Date Filed:
SCHEDULE 14C INFORMATION STATEMENT
Amaru, Inc.
62 Cecil Street, #06-00, TPI Building
Singapore 049710
Telephone: (65) 633-29-287
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
May____, 2011
Notice of Written Consent in Lieu of Annual Meeting
To Shareholders of Amaru, Inc.:
This Information Statement is furnished by the Board of Directors of Amaru,
Inc., a Nevada corporation (the "Company" or "Amaru") to holders of record at
the close of business on January 31, 2011 (the "Record Date") of the Company's
common stock, par value $0.001, pursuant to Rule 14c-2 promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act").
The Company's Board of Directors and shareholders with a majority of the
Company's voting power as of the Record Date have authorized the following
action:
1. Amendment to the Company's Articles of Incorporation to increase the
authorized common stock from 200,000,000 shares of common stock to 400,000,000
shares of common stock. The authorized amount of preferred stock will be
increased to 25,000,000 shares.
This action will not be effective until a date that is at least twenty days
after the filing and mailing of this Information Statement. This Information
Statement will be mailed on or about May ___, 2011, to the Company's
stockholders of record.
The cost of preparing, assembling and mailing this Information Statement is
being borne by the Company.
/s/ Chua Leong Hin
Chua Leong Hin
President and CEO
May ___, 2011
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of the Company as of the Record Date.
The Board of Directors has recommended and persons owning the majority of the
voting power of the Company have adopted resolutions to effect the above-listed
actions.
The Company will pay the cost of preparing and sending out this Information
Statement. It will be sent to shareholders via regular mail. This Information
Statement and the Company's annual report on Form 10-K and Form 10-Q for the
most recent quarter are available at the SEC's website (www.sec.gov) or at the
Company's website (www.amaruinc.com) as of the date hereof.
Only one Information Statement is being delivered to two or more stockholders
who share an address unless the Company receives contrary instructions from one
or more of the stockholders. The Company will promptly deliver upon written or
oral request a separate copy of the Information Statement to a stockholder at a
shared address to which a single copy of the document was delivered. If you
would like to request additional copies of the Information Statement, or if in
the future you would like to receive separate copies of information or proxy
statements, annual reports, or notices of internet availability, or, if you are
currently receiving multiple copies of these documents and would, in the future,
like to receive only a single copy, please so instruct us by telephoning the
Company's offices at the above listed telephone number, by writing to the
Company at the address set forth above.
Dissenter's Rights of Appraisal
The Company is distributing this Information Statement to its shareholders in
full satisfaction of any notice requirements it may have under the Exchange Act
and the Nevada Revised Statutes. No dissenters' rights under the Nevada Revised
Statutes are afforded to the company's shareholders as a result of this action.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the Record Date, 188,853,035 shares of common stock were issued and
outstanding. Only holders of record of the Company's voting stock at the close
of business on the Record Date were entitled to participate in the written
consent of Company stockholders. Each share of common stock was entitled to one
(1) vote for each share of common stock held by such shareholder.
The Company's Board of Directors and stockholders with a majority of the
Company's voting power of 96,780,679 votes (51.2%) have approved an amendment to
the Company's Articles of Incorporation to increase the authorized common stock
from 200,000,000 shares of common stock to 400,000,000 shares of common stock.
The authorized amount of preferred stock will be increased to 25,000,000 shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, 188,853,035 shares of common stock were outstanding and
no shares of Preferred Stock were outstanding. The following table sets forth,
as of such date, information with respect to shares beneficially owned by:
o each person who is known by us to be the beneficial owner of more than
5% of our outstanding shares of common stock;
o each of our directors;
o each of our named executive officers; and all of our directors and
executive officers as a group.
1
Beneficial ownership has been determined in accordance with Rule 13d-3 of the
Exchange Act. Under this rule, shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option) within 60 days of the date of this
table. In computing the percentage ownership of any person, the amount of shares
includes the amount of shares beneficially owned by the person by reason of
these acquisition rights. As a result, the percentage of outstanding shares of
any person does not necessarily reflect the person's actual voting power.
To our knowledge, except as indicated in the footnotes to this table and
pursuant to applicable community property laws, the persons named in the table
have sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them. Unless otherwise indicated, the business
address of the individuals listed is 62 Cecil Street, #06-00, TPI Building,
Singapore 049710.
Name and Address Amount and Nature of Beneficial Percent of Class of
of Beneficial Owner Ownership of Common Stock Common Stock
-------------------- -------------------------------- --------------------
Colin St.Gerard Binny
former CEO, CFO and Director 22,111,888 (1) & (2) 11.70%
62 Cecil Street #06-00 (Indirect)
TPI Building
Singapore 049710
Sakae Torisawa, Chairman 1,712,808 0.91%
62 Cecil Street #06-00 (Direct)
TPI Building
Singapore 049710
Zee Moey Ngiam, Director 0 0%
62 Cecil Street #06-00 (Direct)
TPI Building
Singapore 049710
Chua Leong Hin, CEO, CFO and Director 0
62 Cecil Street #06-00 (Direct) (3) 0%
TPI Building
Singapore 049710
Percy Chua Soo Lian, Director 0
62 Cecil Street #06-00 (Direct) 0%
TPI Building
Singapore 049710
All Directors and Officers 23,824,696 12.61%
As a Group (5 persons)
1) Except as otherwise indicated, the Company believes that the
beneficial owners of Common Stock listed below, based on
information furnished by such owners, have sole investment and
voting power with respect to such shares, subject to community
property laws where applicable. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with
respect to securities. Shares of Common Stock subject to options
or warrants currently exercisable, or exercisable within 60 days,
are deemed outstanding for purposes of computing the percentage of
the person holding such options or warrants, but are not deemed
outstanding for purposes of computing the percentage of any other
person.
2) Based on a total of 22,111,888 shares of common stock of Amaru,
Inc held by Mr. Binny and his wife, Chew Bee Lian, indirectly as
100% shareholders of B Media Pte Ltd (formerly known as M2B Media
Pte Ltd).
3) Mr. Chua Leong Hin is a shareholder of M2B World Asia
Pacific Pte. Ltd, a subsidiary of the Company. He holds 1,296,336
ordinary shares (3.05%) of the total shares outstanding of 42,459,
976 ordinary shares in M2B World Asia Pacific Pte. Ltd.
2
Transfer Agent
Our transfer agent is:
Integrity Stock Transfer
3265 Warm Springs Road, Las Vegas, NV 89120
Telephone: 702-317-7757
Facsimile 702-796-5650
PROPOSAL NO. 1:
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED
COMMON STOCK FROM 200,000,000 SHARES OF COMMON STOCK TO 400,000,000 SHARES OF
COMMON STOCK. THE AUTHORIZED AMOUNT OF PREFERRED STOCK WILL BE INCREASED TO
25,000,000 SHARES.
The Company's Board of Directors and stockholders with a majority of the voting
power (51.2%) have approved a proposal to authorize the Board to amend our
Articles of Incorporation to increase the authorized common stock from
200,000,000 shares of common stock to 400,000,000 shares of common stock. The
authorized amount of preferred stock will be increased to 25,000,000 shares. The
form of the Amendment to the Articles of Incorporation is attached hereto as
Exhibit A to this Information Statement.
CURRENT CAPITALIZATION
GENERAL
We are authorized to issue 200,000,000 shares of common stock, $0.001 par value,
and 5,000,000 shares of preferred stock, $0.001 par value.
COMMON STOCK
As of the Record Date, 188,853,035 shares of common stock were issued and
outstanding. The holders of common stock are entitled to one vote per share with
respect to all matters required by law to be submitted to stockholders. The
holders of common stock have the sole right to vote, except as otherwise
provided by law or by our articles of incorporation, including provisions
governing any preferred stock. The common stock does not have any cumulative
voting, preemptive, subscription or conversion rights. Election of directors and
other general stockholder action requires the affirmative vote of a majority of
shares represented at a meeting in which a quorum is represented. The
outstanding shares of common stock are validly issued, fully paid and
non-assessable.
Subject to the rights of any outstanding shares of preferred stock, the holders
of common stock are entitled to receive dividends, if declared by our board of
directors, out of funds legally available. In the event of liquidation,
dissolution or winding up of the affairs of Amaru, Inc., the holders of common
stock are entitled to share ratably in all assets remaining available for
distribution to them after payment or provision for all liabilities and any
preferential liquidation rights of any preferred stock then outstanding.
PREFERRED STOCK
Our board of directors has the authority, without action by our stockholders, to
designate and issue preferred stock in one or more series. Our board of
directors may also designate the rights, preferences, and privileges of each
series of preferred stock, any or all of which may be greater than the rights of
the common stock. It is not possible to state the actual effect of the issuance
of any shares of preferred stock on the rights of holders of the common stock
until the board of directors determines the specific rights of the holders of
the preferred stock. However, these effects might include:
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o restricting dividends on the common stock;
o diluting the voting power of the common stock;
o impairing the liquidation rights of the common stock; and
o delaying or preventing a change in control of Amaru without further
action by the stockholders.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The Company's 2004 Equity Compensation Plan has 2,921,260 million shares
remaining as of December 31, 2010. In 2007 and 2008, no shares were issued under
the Company's 2004 Equity Compensation Plan. In 2006 and 2005, the Company
issued 420,000 shares and 58,740 shares respectively under the 2004 Equity
Compensation Plan. There are no outstanding options under the 2004 Equity.
WARRANTS AND CONVERTIBLE DEBT
The Company does not have any outstanding warrants or debt as of the date
hereof.
REASONS FOR THE INCREASE TO AUTHORIZED COMMON STOCK AND PREFFERED STOCK
The Board of Directors believes it is in the Company's best interest to have
additional shares of common stock and preferred stock authorized for general
corporate purposes, including acquisitions, equity financings and grants of
stock and stock options.
The Company had 188,853,035 shares of common stock issued and outstanding at the
Record Date out of 200,000,000 shares of common stock authorized. The increase
in authorized shares has been determined by the Board of Directors to allow for
these general purposes and to provide for a sufficient amount of common stock to
support its expansion and future financing activities, if any. Other than set
forth in the above, there are no present plans for significant future issuances.
When the Board of Directors deems it to be in the best interest of the Company
and stockholders to issue additional shares of common stock and/or preferred
stock in the future from authorized shares, the Board of Directors will not
seek further authorization by vote of the stockholders, unless such
authorization is otherwise required by law or regulation.
CERTAIN RISKS
The issuance of shares upon conversion of debt and exercise of warrants and
options may result in substantial dilution to the interests of other
stockholders since the holders of these securities may ultimately convert and
sell the full amount issuable on conversion. The additional authorized shares of
common stock could also have an anti-takeover effect. If the Company's Board of
Directors desires to issue additional shares in the future, such issuance could
also dilute the voting power of a person seeking control of it, thereby
deterring or rendering more difficult a merger, tender offer, proxy contest or
an extraordinary corporate transaction opposed by the Company.
REQUIRED VOTE
The approval of a majority of the outstanding stock entitled to vote is
necessary to approve the amendment to the Articles of Incorporation.
Shareholders owning 96,780,679 common shares (51.2%) as the majority of the
voting power have consented to this action. A copy of the proposed Amendment to
the Articles of Incorporation reflecting the increase in authorized common stock
to 400,000,000 shares is attached as Exhibit A.
4
EXECUTIVE OFFICERS AND DIRECTORS
Our directors and executive officers and their ages as of the Record Date, are
shown below.
Name Age Position
-------- ------- -----------
Sakae Torisawa 65 Chairman of the Board of Directors
Zee Moey Ngiam 55 Director
Chua Leong Hin 52 Chief Executive Officer, President,
Interim Acting Chief Financial
Officer and Director
Percy Chua Soo Lian 51 Director
SAKAE TORISAWA
Mr. Torisawa has served as a director of the Company since January
2007, and as the Chairman of the Company's Board of Directors since
March 5, 2007. Mr. Torisawa graduated from the Journalism Course of Law
Department at Nippon University, Japan. In 1973, Mr. Torisawa joined
Hockmetals Group in Tokyo, which is a worldwide trading and mining
firm. He worked as a trader for non-ferrous metals and raw materials,
especially copper, zinc, lead, tungsten, and antimony. In 1976,
Hockmetals closed its Tokyo office, and he joined Union Carbide, USA as
a representative in Tokyo office for the Metal Division. In 1977, Mr.
Torisawa joined Glencore Far East Ag in Switzerland, an international
trading and industrial firm, specializing in oil, coal, metals and
minerals. He served as a partner in charge of Tokyo office. He
continued in trading copper, zinc and lead metals and raw materials.
Due to nature of business, he was involved in mining and smelting green
field projects. Presently Mr. Torisawa works for C & P Asia Pte Ltd,
Singapore as a Senior Advisor.
ZEE MOEY NGIAM
Mr. Ngiam has served as a director of the Company since March 5, 2007.
He is a Fellow Member of the Institute of Certified Public Accountants
of Singapore; he is a Member of Marketing Institute of Singapore, and a
Fellow of Association of Chartered Certified Accountants UK. From 1987
- March, 2005 he has been Group Financial Controller for Lauw & Sons
Group of Companies. He was responsible for all financial matters of the
Group's Singapore operation, development and implementation of
marketing programs of the Group's Properties and identification and
development of investment opportunities. He also reviewed quarterly
financial and Management reports of overseas Companies in USA, Taiwan
and Australia. From 2004 until present, he has been Joint Company
Secretary for AEI Corporation Ltd.
CHUA LEONG HIN
Mr. Chua Leong Hin has served as a director of the Company since April
2, 2009. He graduated from the National University of Singapore in 1983
with a Bachelor of Law degree. He was admitted as an advocate and
solicitor of the Supreme Court of Singapore to practice law in
Singapore in February 1984.
He was initially employed by the law firm of Thomas Tham & Partners as
a legal assistant, and subsequently in October 1984, together with Mr.
Leong Keng Kheong, started the firm Leong Chua & Associates which is
now known as Leong Chua & Wong. The firm currently has 4 partners and
about 15 employees. The firm specializes in the field of litigation and
commercial law.
Mr. Chua Leong Hin is a shareholder of M2B World Asia Pacific Pte. Ltd,
a subsidiary of the Company. He holds 1,296,336 ordinary shares (3.05%)
of the total shares outstanding of 42,459, 976 ordinary shares in M2B
World Asia Pacific Pte. Ltd. Mr Chua is the Company's President, CEO
and acting CFO following the resignation of Mr. Binny from those
position.
PERCY CHUA SOO LIAN
Mr. Percy Chua Soo Lian, is appointed as the Company's director to fill
the vacancy on the Board of Directors created by the resignation of Mr.
Binny from that position.
5
Mr. Percy Chua Soo Lian graduated from the National University of
Singapore in 1986, with a Bachelor of Arts, Architectural Studies
(B.A.(AS), and a Bachelor of Environmental Design Studies degree
(B.E.D.S.) in 1989, and a Masters of Architecture, (M.ARCH) in 1991
from Technical University of Nova Scotia (Daltech), Halifax, Nova
Scotia, Canada.
He has more than twenty years experience in the fields of art and
architecture. In the past decade he has been involved in restructuring
assets such as hotels, buildings, and master planning of New Towns in
various Asia Pacific countries. He is a founding partner of CSL
Architects and managing director of CSLA Management PTE Ltd., as well
as a president and director of PT Bintan Pacific Development.
Mr. Percy Chua Soo Lian has no beneficial ownership of the Company's or
any of its subsidiaries' shareholdings.
The following directors and executive officers have resigned from the
Company as of the effective date set forth below:
Name Age Position Resignation Date
---- --- -------- -----------------
Colin St.Gerard Binny 56 Chief Executive Officer, President April 02, 2010
Interim Acting Chief Financial
Officer and Director
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
BOARD MEMBERS WHO ARE DEEMED INDEPENDENT
Our board of directors has determined that with exception of Ngiam Zee Moey,
none of our directors are "independent" as that term is defined by the National
Association of Securities Dealers Automated Quotations ("NASDAQ"). See "Lack of
Committees" for the NASDAQ definition of "Independent Director."
Ngiam Zee Moey has been determined to be an "independent" director. Under the
National Association of Securities Dealers Automated Quotations definition, an
"independent director means a person other than an officer or employee of the
Company or its subsidiaries or any other individuals having a relationship that,
in the opinion of the Company's board of directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of the
director. The board's discretion in determining director independence is not
completely unfettered. Further, under the NASDAQ definition, an independent
director is a person who (1) is not currently (or whose immediate family members
are not currently), and has not been over the past three years (or whose
immediate family members have not been over the past three years), employed by
the company; (2) has not (or whose immediate family members have not) been paid
more than $60,000 during the current or past three fiscal years; (3) has not (or
whose immediately family has not) been a partner in or controlling shareholder
or executive officer of an organization which the company made, or from which
the company received, payments in excess of the greater of $200,000 or 5% of
that organizations consolidated gross revenues, in any of the most recent three
fiscal years; (4) has not (or whose immediate family members have not), over the
past three years been employed as an executive officer of a company in which an
executive officer of the Company has served on that company's compensation
committee; or (5) is not currently (or whose immediate family members are not
currently), and has not been over the past three years (or whose immediate
family members have not been over the past three years) a partner of the
Company's outside auditor.
Our board of directors has determined that Ngiam Zee Moey fulfilled the
definition of "Financial Expert". The term "Financial Expert" is defined as a
person who has the following attributes: an understanding of generally accepted
accounting principles and financial statements; has the ability to assess the
general application of such principles in connection with the accounting for
estimates, accruals and reserves; experience preparing, auditing, analyzing or
evaluating financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity
of issues that can reasonably be expected to be raised by the Company's
financial statements, or experience actively supervising one or more persons
engaged in such activities; an understanding of internal controls and procedures
for financial reporting; and an understanding of audit committee functions.
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COMMITTEES
The Board of Directors of the Company has established the following
committees on April 30, 2007:
o Audit Committee
The Audit Committee's responsibilities include:
o appointing, retaining, approving the compensation of and
assessing the independence of our independent registered
public accounting firm, including pre-approval of all services
performed by our independent registered public accounting
firm;
o overseeing the work of our independent registered public
accounting firm, including the receipt and consideration of
certain reports from the firm;
o reviewing and discussing with management and the independent
registered public accounting firm our annual and quarterly
consolidated financial statements and related disclosures;
o monitoring our internal control over financial reporting,
disclosure controls and procedures and code of business
conduct and ethics;
o establishing procedures for the receipt and retention of
accounting related complaints and concerns;
o meeting independently with our independent registered public
accounting firm and management; and
o preparing the audit committee report required by SEC rules.
The members of the Audit Committee were Ngiam Zee Moey and Colin Binny
who resigned on April 02, 2010. Mr.Ngiam Zee Moey remains as a sole
member of the Audit Committee.
o Nominating and Governance Committee
The Nominating and Corporate Governance Committee's responsibilities
include:
o identifying individuals qualified to become directors;
o reviewing with the board the standards to be applied in making
determinations regarding independence of board members;
o reviewing and making recommendations to the board with respect
to size, composition and structure;
o developing and recommending to the board our code of business
conduct and ethics;
o developing and recommending to the board Corporate Governance
Guidelines;
o overseeing an annual evaluation of the board; and
o providing general advice to the board on corporate governance
matters.
The members of the Nominating and Corporate Governance Committee are
Sakae Torisawa and Ngiam Zee Moey.
o Compensation Committee
The Compensation Committee's responsibilities include:
o annually reviewing and approving corporate goals and
objectives relevant to chief executive officer compensation
and the compensation structure for our officers;
o approving the chief executive officer's compensation;
o reviewing and approving, or making recommendations to the
board of directors with respect to, the compensation of our
other executive officers;
o overseeing and administering our equity incentive plans; and
o preparing the annual executive compensation report
The members of the Compensation Committee are Sakae Torisawa and Ngiam
Zee Moey.
CODE OF BUSINESS CONDUCT AND ETHICS
Our code of business conduct and ethics, as approved by our board of
directors, and it can be obtained from our Website, at www.amaruinc.com
7
We intend to satisfy the disclosure requirement relating to amendments
to or waivers from provisions of the code that relate to one or more of
the items set forth in Regulations S-K, by describing on our Internet
Website, within five business days following the date of a waiver or a
substantive amendment, the date of the waiver or amendment, the nature
of the amendment or waiver, and the name of the person to whom the
waiver was granted.
Information on our Internet website is not, and shall not be deemed to
be, a part of this report or incorporated into any other filings we
make with the Securities and Exchange Commission.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, or
the Exchange Act, requires our executive officers and directors, and
persons who beneficially own more than 10% of a registered class of our
common stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission, or
the SEC. These officers, directors and stockholders are required by SEC
regulations to furnish us with copies of all such reports that they
file.
Based solely upon a review of copies of such reports furnished to us
during the fiscal year ended December 31, 2010 and thereafter, or any
written representations received by us from reporting persons that no
other reports were required, to the best of our knowledge, during our
fiscal 2010, all Section 16(a) filing requirements applicable to
our reporting persons were met.
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM
The compensation committee of our Board administers our executive compensation
program. The general philosophy of our executive compensation program is to
align executive compensation with the Company's business objectives and the
long-term interests of our stockholders. To that end, the compensation committee
believes executive compensation packages provided by the Company to its
executives, including the named executive officers, should include both cash and
stock-based compensation that reward performance as measured against established
goals. In addition, the Company strives to provide compensation that is
competitive with other peer group companies and that will allow us to attract,
motivate, and retain qualified executives with superior talent and abilities.
Our executive compensation is designed to reward achievement of the Company's
corporate goals.
THE ROLE OF THE COMPENSATION COMMITTEE
The compensation committee has the primary authority to determine the Company's
compensation philosophy and to establish compensation for the Company's
executive officers. The compensation committee oversees the Company's
compensation and benefit plans and policies; administers the Company's stock
option plans; reviews the compensation components provided to officers,
employees, and consultants; grants equity compensation to our officers,
employees, and consultants; and reviews and makes recommendations to the Board
regarding all forms of compensation to be provided to the members of the Board.
The compensation committee generally sets the initial compensation of each
executive. The compensation committee annually reviews and in some cases adjusts
compensation for executives. Although, the chief executive officer provides
recommendations to the compensation committee regarding the compensation of the
other executive officers, the compensation committee has full authority over all
compensation matters relating to executive officers.
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ELEMENTS OF EXECUTIVE COMPENSATION
Although the compensation committee has not adopted any formal guidelines for
allocating total compensation between equity compensation and cash compensation,
it strives to maintain a strong link between executive incentives and the
creation of stockholder value. Executive compensation consists of the following
elements:
Base Salary. Base salaries for our executives are generally established based on
the scope of their responsibilities, taking into account competitive market
compensation paid by other companies for similar positions and recognizing cost
of living considerations. Prior to making its recommendations and
determinations, the compensation committee reviews each executive's:
o Historical pay levels.
o Past performance, and
o Expected future contributions.
The compensation committee does not use any particular indices or formulae to
arrive at each executive's recommended pay level.
Equity Award. We also use long-term incentives primarily in the form of stock
grants. Employees and executive officers generally receive stock grants at the
commencement of employment, the majority of which, if not all, vest upon the
attainment of corporate goals. We believe that stock grants are instrumental in
aligning the long-term interests of the Company's employees and executive
officers with those of the stockholders.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following tables set forth certain information regarding our chief executive
officer, chief financial officer, and three of our most highly-compensated
executive officers whose total annual salary and bonus for the fiscal year ended
December 31, 2010, exceeded $100,000.
Name and Principal Year Salary Bonus Stock Options Non-Equity Change in All Other Total
Position ($) ($) Awards Awards Incentive Pension Compensation ($)
($) ($) Plan Value and ($)
Compensation Non-qualitative
($) Deferred
Compensation
Earnings
($)
-----------------------------------------------------------------------------------------------------------------------------
Chua Leong Hin, CEO and CFO 2010 -- -- -- -- -- -- -- --
Colin Binny, former 2010 -- -- -- -- -- -- -- --
CEO and CFO 2009 -- -- -- -- -- -- -- --
2008 -- -- -- -- -- -- -- --
(1) Bonus awarded based on performance.
(2) No officers received or will receive any long term incentive plan
payouts or other payouts during financial years ended December 31,
2008, December 31, 2009 and December 2010.
In December 2006, a total of 120,000 shares of common stock were
approved by the Board of Directors to be issued to Francis Foong, the
Company's former CFO for services rendered valued at $54,000 pursuant
to the Company's 2004 Equity Compensation Plan. In December 2006, aj
total of 90,000 shares of common stock were approved by the Board of
Directors to be issued to Bee Leng Ho, the Company's then CFO for
services rendered valued at $40,500 pursuant to the Company's 2004
Equity Compensation Plan.
9
In December 2005, a total of 7,300 shares of common stock were issued
to Colin Binny, the Company's CEO for services rendered valued at
$21,900 pursuant to the Company's 2004 Equity Compensation Plan. In
December, 2005, a total of 4,700 shares of common stock were issued and
18,800 shares of common stock were approved by the Board of Directors
to be issued to Francis Foong, the Company's then CFO for services
rendered to the Company valued at $70,500 pursuant to the Company's
2004 Equity Compensation Plan.
As of December 31 2010, 2,921,260 million shares of common stock remain unused
in the Company's 2004 Equity Compensation Plan.
Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth certain information concerning unexercised stock
options for each named executive officer above. There were no stock awards
outstanding as of end of fiscal year 2010.
---------------------------------------------------------------------- ------------------------------------
Option Awards Stock Awards
------------- ------------- ---------- -------- --------- ------------ ------ ------- --------- ---------
Name Number Number Equity Option Option Number Market Equity Equity
of of Incentive Exercise Expiration of Value Incentive Incentive
Securities Securities Plan Price Date Shares of Plan Plan
Underlying Underlying Awards: ($) or Shares Awards: Awards:
Unexercised Unexercised Number Units or Number Market
Options Options of of Units of or
(#) (#) Securities Stock of Unearned Payout
Exercisable Unexercisabe Underlying That Stock Shares, Value
Unexercised Have That Units of
Unearned Not Have or Unearned
Options Vested Not Other Shares,
(#) (#) Vested Rights Units
($) That or
Have Other
Not Rights
Vested That
(#) Have
Not
Vested
($)
-------------------------------------------------------------------------------------------------------------
Chus Leong Hin, NIL NIL NIL NIL NIL NIL NIL NIL NIL
CEO and CFO
Colin Binny NIL NIL NIL NIL NIL NIL NIL NIL NIL
former CEO and CFO
------------- ------------- ---------- -------- --------- ------------ ------ ------- --------- ---------
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth equity compensation plan information as
of December 31, 2010:
NUMBER OF SHARES WEIGHTED AVERAGE NUMBER OF
TO BE ISSUED EXERCISE PRICE SHARES REMAINING
UPON EXERCISE OF OF OUTSTANDING AVAILABLE FOR
PLAN CATEGORY OUTSTANDING OPTIONS OPTIONS FUTURE ISSUANCE
-------------- ------------------- ------------------ -----------------
2004 Equity Compensation Plan approved by NIL NIL 2,921,260
stockholders
Our Board of Directors administers the Plan. Our Board of Directors has the
authority to determine, at its discretion, the number and type of awards that
will be granted, the recipients of the awards, and the exercise or purchase
price required to be paid, when options may be exercised and the term of the
option grants. Options granted under the Plan may not be exercised after 10
years from the date the option is granted. A total of 2,921,260 shares of common
stock were reserved for awards granted under the Plan.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
There are no employment agreements with the Company's key employees at this
time.
DIRECTOR COMPENSATION
STOCK OPTIONS
Stock options and equity compensation awards to our non-employee / non-executive
director are at the discretion of the Board. To date, no options or equity
awards have been made to our non-employee / non-executive director.
10
CASH COMPENSATION
Our non-employee / non-executive director is eligible to receive a fee to be
paid for attending each Board meeting; however, no fees were paid in 2010
other than those disclosed in the Director Compensation table.
TRAVEL EXPENSES
All directors shall be reimbursed for their reasonable out of pocket expenses
associated with attending the meeting.
DIRECTOR COMPENSATION
The following table shows the overall compensation earned for the 2010 fiscal
year with respect to each non-employee and non-executive director as of December
31, 2010.
DIRECTOR COMPENSATION
---------------------------------------------------------------------------------------------
FEES
EARNED NON-EQUITY NONQUALIFIED
NAME AND OR PAID OPTION INCENTIVE PLAN DEFERRED ALL OTHER
PRINCIPAL IN CASH STOCK AWARDS COMPENSATION COMPENSATION COMPENSATION ($)
POSITION ($) AWARDS ($) (1) ($)(2) EARNINGS($) (3) TOTAL ($)
--------------------------- ------- ---------- ---------- ------------- ------------- ---------------- ---------
Colin Binny Former Director -- -- -- -- -- --
Sakae Torisawa Director -- -- -- -- -- --
Zee Moe Ngiam Director -- -- -- -- -- --
Chua Leong Hin Director -- -- -- -- -- --
Percy Chua Soo Lian Director -- -- -- -- 19,911.34 --
-----------------------
(1) Reflects dollar amount expensed by the company during applicable fiscal
year for financial statement reporting purposes pursuant to FAS 123R. FAS
123R requires the company to determine the overall value of the options as
of the date of grant based upon the Black-Scholes method of valuation, and
to then expense that value over the service period over which the options
become exercisable (vest). As a general rule, for time-in-service-based
options, the company will immediately expense any option or portion thereof
which is vested upon grant, while expensing the balance on a pro rata basis
over the remaining vesting term of the option. For a description FAS 123 R
and the assumptions used in determining the value of the options under the
Black-Scholes model of valuation, see the notes to the financial statements
included with this Form 10-K.
(2) Excludes awards or earnings reported in preceding columns.
(3) Includes all other compensation not reported in the preceding columns,
including (i) perquisites and other personal benefits, or property, unless
the aggregate amount of such compensation is less than $10,000; (ii) any
"gross-ups" or other amounts reimbursed during the fiscal year for the
payment of taxes; (iii) discounts from market price with respect to
securities purchased from the company except to the extent available
generally to all security holders or to all salaried employees; (iv) any
amounts paid or accrued in connection with any termination (including
without limitation through retirement, resignation, severance or
constructive termination, including change of responsibilities) or change
in control; (v) contributions to vested and unvested defined contribution
plans; (vi) any insurance premiums paid by, or on behalf of, the company
relating to life insurance for the benefit of the director; (vii) any
consulting fees earned, or paid or payable; (viii) any annual costs of
payments and promises of payments pursuant to a director legacy program and
similar charitable awards program; and (ix) any dividends or other earnings
paid on stock or option awards that are not factored into the grant date
fair value required to be reported in a preceding column.
11
LIMITATION OF LIABILITY OF DIRECTORS
The laws of the State of Nevada and the Company's By-laws provide for
indemnification of the Company's directors for liabilities and expenses
that they may incur in such capacities. In general, directors and officers
are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions
that the indemnitee had no reasonable cause to believe were unlawful. The
Company has been advised that in the opinion of the Securities and Exchange
Commission, indemnification for liabilities arising under the Securities
Act is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
REQUIRED VOTE
Pursuant to the Nevada Revised Statutes, the approval of a majority of the
outstanding stock entitled to vote is necessary to approve the election of the
board of directors by written consent. As discussed above, persons owning the
majority of the voting power of the Company have consented to this action.
ADDITIONAL INFORMATION
The Company is subject to the informational filing requirements of the Exchange
Act and, in accordance therewith, is required to file periodic reports, proxy
statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213.
Information regarding the public reference facilities may be obtained from the
SEC by telephoning 1-800-SEC-0330. The Company's filings are also available to
the public on the SEC's website (www.sec.gov). Copies of such materials may also
be obtained by mail from the Office of Investor Education and Advocacy of the
SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.
By Order of the Board of Directors
May _________, 2011
/s/Chua Leong Hin
-----------------
Chua Leong Hin
12
Exhibit A
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
-------------
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IF FOR OFFICE USE ONLY
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
-----------------------------------------------------
FOR NEVADA PROFIT CORPORATIONS
------------------------------
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation:
Amaru, Inc.
2. The articles have been amended as follows: (provide article numbers, if
available)
THIS AMENDMENT IS ONLY AS TO ARTICLE VI.
SIXTH: The aggregate number of shares which the Corporation shall have the
authority to issue is FOUR HUNDRED AND FIVE MILLION (405,000,000) shares of
which stock FOUR HUNDRED MILLION (400,000,000) shares at $0.001 par value per
share shall be common stock and of which TWENTY FIVE MILLION (25,000,000) shares
at a nondesignated par value per share, shall be preferred stock. The Board of
Directors is authorized, subject to limitations prescribed by law, to provide
for the issuance of the shares of preferred stock in one or more series and to
establish from time to time the number of shares to be included in each such
series, and to fix the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series of preferred
stock shall include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
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(b) The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so,
from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares
of that series;
(c) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and,
if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate in such as the Board of Directors
shall determine;
(e) Whether or not shares of that series shall be
redeemable, and, if so, the terms and conditions of
such redemption, including the date or dates upon or
after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount
may vary under different conditions, and at different
redemption dates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and,
if so, the terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution
or winding up of the corporation, and the relative
rights of priority, if any, of payment of shares of
that series;
(h) Any other relative rights, preferences and
limitations of that series, unless otherwise provided
by the certificate of determination.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation* have voted in favor of the amendment is:
4. Effective date of filing: (optional)
--------------------------------------
(must not be later than 90 days after
the certificate is filed)
-------------------------------------
5. Signature: (required)
X
--------------------------------
SIGNATURE OF OFFICER
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless to
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the
proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State
amend Profit - After
Revised: 3-6-09
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