¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive
Proxy Statement
¨
Definitive
Additional Materials
¨
Soliciting
Material Pursuant to § 240.14a-12
ENERGENX,
INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of filing fee (Check the appropriate box):
x
No
fee
required.
¨
$125
per
Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2)
of
Schedule 14A.
¨
Fee
computed on the 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:
(3)
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Rule 0-11 (Set forth the amount on which the filing fee
is
calculated and state how it was determined):
(4)
Proposed
maximum aggregate value of transaction:
(5)
Total
fee paid:
¨
Fee
paid previously with preliminary materials.
¨
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
I
am
pleased to report the following key milestones we achieved in late 2007 and
during the first two quarters of 2008:
·
As
of January 2007 in-house and fieled testing Energenx’s solar Battery
Charge Control is still ongoing and we anticipate that a preproduction
model will be ready by March 2009, with a final version going into
production by June 2009.
·
In
April 2007 we entered into a joint venture with Renaissance Charger
LLC to
undertake a market test program. This program was designed to test
the
markets potential for a line of unique chargers with the potential
to
restore highly sulfated batteries back to near new condition, and
keep new
batteries from sulfating. The test program was targeted to a web
based
sales site only, and has produced both sales revenue and consumer
feedback, in the form of testimonials. Renaissance Charger will open
a new
web sitewww.r-charge.com
in
late September to market-test additional products.
·
In
May 2008 Energenx entered into an agreement with Classic Electrics,
LLC to
market an OEM based charger, designed for non-hybrid electric cars.
The
product is tailored specifically for the 72 to 144-volt electrical
systems, in after-market car conversions. We anticipate after an
initial
market test program, conducted by Classic Electrics, LLC, production
of
this OEM based product will
commence.
·
As
of January 2008 GTG Corp. has continued testing several versions
of both
the 36/48-volt golf cart and forklift chargers. GTG and Energenx
recognize
the chargers current configuration needs to meet the in-place
infrastructure for charging stations. Given the complexity of the
chargers
technology and interaction with existing power requirements, Energenx
will
continue to redesign this product. Although this has caused a setback
in
our original plan, we are confident that the issues can be resolved.
GTG
Corp. is now testing an additional line of products , which may be
included in their original lineup of licensed products.
Our
management team is excited about the opportunities ahead and we remain committed
to completing our product development process and positioning our company for
growth and improved operating performance.
You
are
cordially invited to the 2008 Annual Meeting of Stockholders of Energenx, Inc.,
a Nevada corporation. The Annual Meeting will be held at 6200 E. Commerce Loop,
Post Falls, Idaho83854 at 4:00 p.m. on September 26, 2008, or at any and all
adjournments thereof, for the following purposes:
1.
To
elect six directors to our Board of Directors to hold office until
our
2009 Annual Meeting of Stockholders or until their successors are
duly
elected;
2.
To
ratify the appointment by our Board of Directors of Williams &
Webster, P.S. as our independent accountants for our fiscal year
ending
December 31, 2008; and
3.
To
consider and act upon such other matters as may properly come before
the
Annual Meeting and any adjournment
thereof.
These
items of business are more fully described in the proxy statement accompanying
this notice.
Only
stockholders of record, as shown on the Energenx transfer books, at the close
of
business on August 26, 2008 will be entitled to notice of and to vote at the
Annual Meeting or at any adjournment thereof. A list of stockholders entitled
to
vote at the Annual Meeting will be available for examination by any stockholder
for a proper purpose during normal business hours at our executive offices
for a
period of at least 10 days preceding the Annual Meeting.
Whether
or not you expect to be present, please sign, date and return the enclosed
proxy
sheet in the enclosed pre-addressed envelope as soon as possible. No postage
is
required if the enclosed envelope is used and mailed in the United
States.
PLEASE
FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE
MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT
The
accompanying proxy is solicited by the Board of Directors of Energenx, Inc.
with
its principal executive offices at 6200 E. Commerce Loop, Post Falls, Idaho83854 to be voted at the 2008 Annual Meeting of Stockholders to be held on
September 26, 2008, and any adjournment thereof. When a proxy is properly
executed and returned to Energenx in time for the Annual Meeting, the shares
it
represents will be voted by the proxy holders in accordance with the
instructions given in the proxy. If no direction is given in the proxy, the
votes represented thereby will be voted in accordance with the recommendation
of
the Board of Directors with respect to each matter submitted to Energenx
stockholders for approval. With respect to any other item of business that
may
come before the Annual Meeting, the proxy holders will vote in accordance with
their best judgment. Holders of common stock are not entitled to cumulative
voting rights. A majority of the shares of common stock entitled to vote present
in person or represented by proxy at the Annual Meeting is required for the
election of directors and the approval of other proposals. This Proxy Statement
and the accompanying proxy are being sent to stockholders on or about September9, 2008.
HOLDERS
OF RECORD, QUORUM
Holders
of record of our shares of common stock, par value $0.001 per share (“Common
Stock”), our only class of voting securities, at the close of business on August26, 2008 are entitled to vote at the Annual Meeting. There were 29,697,276
shares of Common Stock outstanding as of the record date. The presence, in
person or by proxy, of stockholders entitled to cast at least a majority of
the
votes entitled to be cast by all stockholders will constitute a quorum for
the
transaction of business at the Annual Meeting. Stockholders are entitled to
cast
one vote per share on each matter presented for consideration by the
stockholders. A list of stockholders entitled to vote at the Annual Meeting
will
be available for examination by any stockholder for a proper purpose during
normal business hours at the executive offices of the Company for a period
of at
least 10 days preceding the Annual Meeting.
PROXY
REVOCATION PROCEDURE
A
stockholder who has been given a proxy may revoke it at any time prior to its
exercise by written notice of revocation given to our Chief Executive Officer,
Gary Bedini, by executing and delivering to Mr. Bedini, at the address set
forth
above, a written revocation of such proxy, or by executing a proxy dated as
of a
later date than the enclosed proxy; provided, however, that such action must
be
taken in sufficient time to permit the necessary examination and tabulation
of
the subsequent proxy before the vote is taken, or by attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting will not in
and
of itself revoke a proxy.
ABSTENTIONS
Abstentions
will be deemed to be present at the Annual Meeting for purposes of determining
a
quorum. The presence, in person or by proxy, of the holders of a majority of
the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Votes withheld from any nominee for election
as a director, abstentions and broker “non-votes” are counted as present for
purposes of determining the presence or absence of a quorum for the transaction
of business. A “non-vote” occurs when a nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because,
in
respect of such other proposal, the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
The
election of directors by the stockholders shall be determined by a plurality
of
the votes cast by stockholders entitled to vote at the Annual Meeting, and
votes
withheld will not be counted toward the achievement of a plurality. For
ratification of the appointment of our independent auditors, the affirmative
vote of a majority of the shares present in person or represented by proxy
at
the Annual Meeting and entitled to vote on such matter is required for approval.
The vote on each proposal submitted to stockholders is tabulated separately.
Abstentions are included in the number of shares present and voting on each
proposal. Broker non-votes are not considered for the particular proposal and
have the practical effect of reducing the number of affirmative votes required
to achieve a majority for such proposal by reducing the total number of votes
from which the majority is calculated.
2
PROXY
SOLICITATION
Energenx
will pay reasonable expenses incurred in forwarding proxy material to the
beneficial owners of shares and in obtaining the written instructions of such
beneficial owners. This Proxy Statement and the accompanying materials, in
addition to being mailed directly to stockholders, will be distributed through
brokers, custodians, nominees and other like parties to beneficial owners of
shares of Common Stock. Energenx will bear the expenses of calling and holding
the Annual Meeting and the soliciting of proxies for such meeting.
In
addition to soliciting proxies by mail, the officers, directors and employees
of
Energenx, without receiving additional compensation, may solicit proxies
personally, or by telephone, email or other forms of communication, including
by
fax. We have not retained a proxy solicitation firm, and instead, will use
our
own best efforts to solicit as many proxies as practicable in the time available
before the Annual Meeting.
PROXY
COMMITTEE
Our
Board
of Directors has appointed a Proxy Committee consisting of Gary Bedini,
President and CEO, and John Bedini, Vice President for Product Development,
in
whose names the proxies are solicited on behalf of Energenx and the Board of
Directors. The Annual Meeting will be chaired and conducted by Gary
Bedini.
PROPOSAL
1
ELECTION
OF DIRECTORS
The
Board of Directors
Our
business is managed under the direction of our Board of Directors. The Board
of
Directors has designated as nominees for election all six of the directors
currently serving on the Board. See “Nominees for Director” below for profiles
of the nominees. After the election of six directors at the meeting, Energenx
will have six directors.
All
of
the nominees have indicated a willingness to serve as directors, but if any
of
them should decline or be unable to act as a director, the proxy holders will
vote for the election of another person or persons as the Board of Directors
recommends. We have no reason to believe that any nominee will be
unavailable.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AND SOLICITS PROXIES IN FAVOR OF THE
NOMINEES LISTED BELOW.
The
holders of our Common Stock are entitled to one vote per share equal to the
number of shares held by such person at the close of business on the record
date. As there is no cumulative voting, each stockholder shall cast all of
his/her votes for each nominee of his/her choice or withhold votes from any
or
all nominees. Except to the extent that a stockholder withholds votes from
any
and all nominees, the persons named in the proxy, in their sole discretion,
will
vote such proxy for the election of the nominees listed below. The six nominees
who receive the most votes shall be elected as directors. Directors are to
be
elected to hold office until the next annual meeting of stockholders and until
their successors are elected and qualified, or until their earlier resignation
or removal.
3
Nominees
for Director
The
following persons have been nominated by the Board of Directors for election
to
the Board of Directors:
Directors
elected at this annual meeting will serve until the next annual meeting. The
nominees for directors and their qualifications are set forth below.
Gary
A. Bedini.
Gary
Bedini and his brother John Bedini were co-founders of Energenx, previously
named Bedini Technology, Inc. Gary Bedini has served as a director and President
& CEO of Energenx since September 1999. Mr. Gary Bedini has over 25 years
experience in consumer electronics industry. Gary Bedini was a co-founder of
Bedini Electronics, Inc. with his brother John Bedini. Mr. Bedini possesses
a
broad knowledge of procurement, manufacturing, distribution, advertising and
sales. Mr. Bedini was instrumental in securing numerous state of the art trade
reviews and the 1996 Golden Note Award, given to the most innovative audio
products.
As a
member of H.E.A.A. (Hi End Audio Association) he has participated in numerous
efforts to promote and enhance the industries availability into export
markets.
Rick
M. Street.Rick
Street has served as a director of Energenx since November 2001. Mr. Street
has
served as Chief Financial Officer, Treasurer and Secretary of Energenx since
June 2002. Rick Street, CPA, CIA has 21 years of management experience in
accounting, auditing, development of management information systems, maintaining
fully integrated computerized accounting programs designed for small businesses
and experienced in all aspects of small business management. From 2002 until
present he has been teaching accounting at North Idaho College, Gonzaga
University and Spokane Community College. He currently holds a fulltime tenure
track position at Spokane Community College and is a principal of an accounting
practice in Spokane Washington. From 1996 to 2001 he was the Director of
Internal Auditing for the Coeur d’Alene Casino & Resort in Worley, Idaho.
From 1991 to 1996, Mr. Street was the controller of the Athletic Round Table,
Inc., a non-profit charitable organization. Mr. Street received a Bachelor
of
Arts in Business Administration (accounting) in 1991 from Eastern Washington
University and a Masters in Accountancy from Gonzaga University in 2003. He
is a
Member of the Washington State Society of Certified Public Accountants and
a
Member of the Institute of Internal Auditors and Chapter Secretary of the
Spokane IIA Chapter.
John
C. Bedini.
John
Bedini and his brother Gary Bedini were co-founders of Energenx, previously
named Bedini Technology, Inc. John Bedini has been a director, Vice President
of
Energenx since September 1999. Mr. John Bedini is a scientist and well-known
inventor. His work has produced many innovative audio products that have been
marketed over a 25-year period to the audio electronics industry. Mr. Bedini
has
also developed a variety of products and technically innovative products for
several different industries. His inventions include the BEDINI line of audio
amplifiers, Bedini Audio Spacial Environment (B.A.S.E.), the Bedini Clarifier
products, the Binaural Audio and several instruments for the medical industry.
He has been awarded many patents related to his various inventions. Mr. Bedini
has received broad industry recognition including designation as Distinguished
Scientist of the year by the Association of Distinguished American Scientists.
He is a graduate of Bell and Howell Institute of Technology.
4
Thomas
E. Bearden, Ph.D.
Thomas
Bearden has served as a director of Energenx since June 2001. Thomas Bearden
is
a member of the Scientific Advisory Board of Energenx.
Tom
Bearden is a research scientist, inventor, consultant, and holds a Ph.D.
(Trinity University) in Science, a M.S. (Georgia Tech) in Nuclear Engineering,
and a B.S. (Northeast Louisiana State) in mathematics. Dr. Bearden is a Director
of the Association of Distinguished American Scientists (ADAS), a Fellow
Emeritus of the Alpha Foundation's Institute for Advanced Study (AIAS), CEO
of
CTEC, Inc., a private research and development company based in Huntsville,
Alabama and serves as a member on the board of directors of two private
companies.
Marvin
Redenius.
Marvin
Redenius has served as a director of Energenx since his appointment to the
board
in March 2004.
Since
1990, Mr. Redenius has been the owner of Farm Advantage, Inc., an agriculture
supply company operating in the mid-western U.S. Farm Advantage supplies
innovative agricultural products and services. The company warehouses and
distributes products from North Central, Iowa and has annual sales in excess
of
40 million dollars. Mr. Redenius also owns and operates Northern National
Trucking, Inc., which consists of a fleet of 30 tractor trailers. Mr. Redenius
and his family also own and operate Cristina Corp, a farm corporation. Mr.
Redenius also owns GTG Corporation, which invests in early stage technology
based companies.
Hans
Werner Huss.
Hans
Werner Huss has served as a director of Energenx since January 2002. Mr. Huss
graduated Diplom Ingenieur Electrical Engineering, with emphasis on Electronics,
from the Technical University in Munich, Germany. He currently serves as
President and Chairman of a new technology company Integrated Micrometallurgical
Systems, Inc. based in Spokane, Washington. He is also involved in Consulting
for several other start-up companies with promising new technologies, advising
them in business and marketing matters. Previously, he has served in many
functions in different companies in the U.S. and in Europe, most notably in
executive positions of several high tech companies in different industries,
such
as: President, Euromissile G.I.E. in Paris, France (a management and sales
company for missile systems in the EADS Group – European Aeronautics
Defense and Space Company); President, MEADS International, Inc., in
Orlando/Florida (tri-national management company for the Medium Extended Air
Defense System, under contract from NAMEADSMA, the NATO agency in Huntsville,
AL, managing this tri-national system under joint development in the U.S.,
Germany, and Italy); President, Magnetic Transit of America, Inc., in Los
Angeles, CA (engineering and marketing company for a Mag-Lev Transportation
system for inner urban use; a subsidiary of AEG/Daimler-Benz); General Manager
of IBCOL Technical Services GmbH, in Munich, Germany (internationally operating
marketing and sales company mainly in the fields of aircraft, aircraft parts,
transportation systems, security and surveillance systems, medical systems);
and, Program Manager for a mobile air defense system at Euromissile, Paris,
France and at MBB, Munich, Germany.
Gary
Bedini is John Bedini’s brother. There are no other family relationships between
any of the officers and directors.
Information
Concerning the Board of Directors and Committees Thereof
The
Board
of Directors of Energenx has not constituted any nominating, governance or
other
board committees. The functions of such committees are performed by the Board
of
Directors. On June 24, 2008, the Board of Directors of Energenx formed an audit
committee with two original members, Hans Werner Huss and Marvin Redenius.
The
Board
of Directors considers director nominees based on the need to fill vacancies
or
to expand the Board, and also considers need to fill particular roles on the
Board (e.g. independent director, financial expert, etc.) and evaluate
candidates in accordance with its policies regarding director qualifications,
qualities and skills. The Board of Directors does not currently have a policy
with regard to the consideration of any director candidates recommended by
stockholders. Given that Energenx is a small development stage corporation
the
Board of Directors has not deemed it timely to create board committees other
than the audit committee and develop policies with regard to stockholder
nomination of director candidates.
5
During
the year ended December 31, 2007, the Board of Directors met on five occasions,
excluding twounanimous
written consents. Each director attended or participated in 75% or more of
the
meetings held by the Board of Directors.
Compensation
of Directors
The
non-employee directors of Energenx (Messrs. Bearden, Huss, Street and Redenius)
were not paid for attending board meetings in 2007, nor were any of the
non-employee directors granted stock options in fiscal year 2007.
Audit
Committee
Our
audit
committee is currently comprised of two directors: Mr. Redenius and Mr. Huss,
who serves as Chairman of the audit committee. The audit committee was formed
in
June 2008 and consequently, there were no meetings of the audit committee in
2007. The Board of Directors has not as of yet adopted a formal charter for
the
audit committee.
The
members of the audit committee are currently “independent directors” as that
term is defined in Rule 4200(a)(15) of the Marketplace Rules of the National
Association of Securities Dealers, Inc.. Neither of the members of the audit
committee qualifies as an “audit committee financial expert” as defined by the
rules of the Securities and Exchange Commission.
Director
Independence
The
Board
of Directors has determined thatthree
of
its members are currently “independent directors” as that term is defined in
Rule 4200(a)(15)
of
the
Marketplace Rules of the National Association of Securities Dealers. Our
independent directors include: Thomas Bearden, Marvin Redenius and Hans Werner
Huss.
Stockholder
Communications with the Board of Directors
We
have
not provided a formal process related to stockholder communications with the
Board of Directors. Any stockholder who desires to contact the Board of
Directors or specific members of the Board may do so by writing to: The Board
of
Directors, Energenx, Inc., 6200 E. Commerce Loop, Post Falls, Idaho
8385.
Vote
Required
The
holders of our Common Stock are entitled to one vote per share equal to the
number of shares held by such person at the close of business on the record
date. As there is no cumulative voting, each stockholder shall cast all of
his/her votes for each nominee of his/her choice or withhold votes from any
or
all nominees. Unless a stockholder requests that voting of the proxy be withheld
for any one or more of the nominees for directors by so directing on the proxy
card, the shares represented by the accompanying proxy will be voted FOR
election, as directors, of the above-mentioned five nominees. If any nominee
becomes unavailable for any reason (which event is not anticipated) to serve
as
a director at the time of the Annual Meeting, then the shares represented by
such proxy may be voted for such other person as may be determined by the
holders of such proxy. Directors will be elected at the Annual Meeting by a
plurality of the votes cast. Directors are to be elected to hold office until
the next annual meeting of stockholders and until their successors are elected
and qualified, or until their earlier resignation or removal.
OUR
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” AND SOLICITS
PROXIES IN FAVOR OF THE NOMINEES LISTED ABOVE (ITEM 1 ON THE ENCLOSED PROXY
CARD).
6
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF WILLIAMS & WEBSTER, P.S.
Williams
& Webster, P.S. has served as the independent auditors of Energenx and its
predecessor company Bedini Technology, Inc. since 1999. On July 25, 2008,
the
Board of Directors, subject to stockholder ratification, approved the continued
appointment of Williams & Webster, P.S., independent auditors, to audit our
financial statements for the 2008 fiscal year.
Changes
in Independent Public Accountants
None.
Fees
Billed to Energenx by Williams & Webster, P.S. during Fiscal Year
2007.
Audit
Fees. Aggregate
fees billed for professional services rendered by Williams & Webster in
connection with its audit of Energenx’s financial statements as of and for the
years ended December 31, 2006, and 2007, its reviews of Energenx’s unaudited
condensed consolidated interim financial statements, and for SEC consultations
and filings were $20,226 and $25,025, respectively.
Tax
Fees –
We paid Williams & Webster, P.S. $450 and $0 for the fiscal years 2006 and
2007 respectively for professional services rendered for tax compliance.
All
Other Fees–
We
did
not incur any other fees and expensesfrom
Williams & Webster, P.S. for the fiscal years 2006 and 2007 annual
audits.
Vote
Required
Submission
of the appointment of Williams & Webster, P.S. as our independent auditors
for the fiscal year ending December 31, 2008 is not required. However, the
Board
of Directors will reconsider the appointment if it is not approved by
stockholders. The appointment will be deemed ratified if a majority of the
shares of Common Stock present, either in person or by proxy, and voting
on the
matter, votes in favor of the proposal. Representatives from the principal
accountant for the current year are not expected to be present at the annual
meeting.
THE
BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF WILLIAMS
& WEBSTER, P.S. AS INDEPENDENT AUDITORS OF THE COMPANY’S FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007 (ITEM NO. 2 ON THE
PROXY
CARD).
7
EXECUTIVE
COMPENSATION
Executive
Officers
The
executive officers of the Company are Gary A. Bedini, President and Chief
Executive Officer, Rick M. Street, Chief Financial Officer, Secretary and
Treasurer, and John C. Bedini, Vice President.
A.Summary
Compensation Table
The
table
below sets forth the aggregate annual and long-term compensation paid by
us
during our last two fiscal years ended December 31, 2006 and December 31,2007
to our Chief Executive Officer, and our Chief Financial Officer (collectively
the “Named Executive Officers”). Other than as set forth below, no executive
officer’s salary and bonus exceeded $100,000 for the fiscal year
2007.
Narrative
Disclosure to Summary Compensation
Table
Neither
Gary Bedini, or Rick Street have entered into formal written employment
agreements with Energenx. Each is employed on an at will basis with a base
salary but with any bonus or option compensation at the discretion of the
uninterested members of the board of directors. To date no bonus or option
compensation has been granted to our Named Executive Officers with the exception
of the grant of an option to purchase 400,000 shares of common stock to Rick
Street on November 8, 2007. In 2006 Gary Bedini’s annual salary was set at
$132,306, but was revised downward to $81,602 in November 2006, resulting
in
actual salary compensation received in 2006 of $123,214. In 2007, Gary Bedini’s
annual salary was adjusted to $80,000. He received one payroll payment of
$3,378
for services rendered in 2006 in 2007.
8
C.
Outstanding
Equity Awards at Fiscal Year
End
Equity
Incentive
Stock Awards
Option
Awards
Equity
Plan
Equity
Incentive
Awards:
Incentive
Plan
Market
or
Plan
Awards:
Payout
Awards
Number
of
Value
of
Number
of
Number
Market
Unearned
Unearned
Number
of
Number
of
Securities
of
Shares
Value
of
Shares,
Shares
Securities
Securities
Underlying
or
Units of
Shares
of
Units
or
Units
or
Underlying
Underlying
Unexer-
Stock
Units
of
Other
Other
Unexercised
Unexercised
cised
Option
Option
That
Stock
Rights
That
Rights
That
Options
Options
Unearned
Exercise
Expira-
Have
Not
Have
Not
Have
Not
That
Have
(#)
(#)
Options
Price
tion
Vested
Vested
Vested
Not
Vested
Name
Exercisable
Unexercisable
(#)
($)
Date
(#)
($)
(#)
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
G.
Bedini
0
0
0
0
0
0
0
0
0
R.
Street
200,000
200,000
200,000
$
0.75
11/8/2017
200,000
160,000
0
0
On
November 8, 2007 Rick Street was granted an option to purchase 400,000 shares
of
common stock at $0.75, with 200,000 shares vesting immediately and 25,000
vesting every three months between 2/9/08 and 11/9/09. There were no other
option grants to our Named Executive Officers in 2007. Other than the 2007
grant
to Rick Street, no option grants have been made to any of our named executive
officers under the Energenx 1999 Stock Option Plan, or outside of that Plan,
to
date.
D.
Compensation
of Directors
No
compensation was paid to directors for their director services
in
2007.
Employment
Contracts with Executive Officers and Termination of Employment and
Change-in-Control Arrangements
Energenx
does not have an employment contract with its Named Executive Officer or
any of
its executive officers.
We
do not
have any arrangements with our Named Executive Officer or any of our other
executive officers triggered by termination of employment or change in
control.
One
report on Form 4 filed on behalf of Rick Street, Chief Financial Officer
and
Director, was filed late during November 2007 concerning the grant of stock
options.
Security
Ownership of Certain Beneficial Owners and Management.
The
following table sets forth certain information regarding beneficial ownership
of
our common stock as of March 27, 2008 (a) by each person known by us to own
beneficially 5% or more of any class of our common stock, (b) by each of
our
executive officers and directors and (c) by all executive officers and directors
of Energenx as a group. As of March 27, 2008 there were 29,697,276 shares
of our
common stock issued and outstanding. The numbers of shares beneficially owned
include shares of common stock which the listed beneficial owners have the
right
to acquire within 60 days of March 27, 2008 upon the exercise
of all options and other rights beneficially owned on that date. Unless
otherwise noted, we believe that all persons named in the table have sole
voting
and investment power with respect to all the shares beneficially owned by
them.
9
Name and, as Appropriate,
Address of
Amount and Nature of
Beneficial Owner (1)
Beneficial Owner
Percent of Common Stock
Gary
A. Bedini (2)
3,592,000
12.10
%
John
C. Bedini (3)
5,658,000
19.05
%
Rick
M. Street (4)
475,000
1.60
%
Marvin
Redenius (5)
7,800,000
26.27
%
Thomas
E. Bearden (6)
320,402
1.08
%
Hans
Werner Huss (7)
200,000
*
All
directors and executive officers (six persons) as a group
Unless
otherwise indicated, the address of each of the listed beneficial
owners
identified above is c/o 6200 E. Commerce Loop, Post Falls, Idaho83854.
(2)
Gary
A. Bedini. Includes 3,592,000 shares of common stock held by Gary
Bedini.
(3)
John
C. Bedini. Includes 5,658,000 shares of common stock held by John
Bedini.
(4)
Rick
M. Street. Includes 250,000 shares of common stock held by Rick
Street and
vested options to purchase 225,000 shares at $0.75 per
share.
(5)
Marvin
Redenius. Includes 7,800,000 shares of common stock held by Marvin
Redenius.
(6)
Thomas
E. Bearden. Includes 320,402 shares of common stock held by Thomas
Bearden.
(7)
Hans
Werner Huss. Includes 200,000 shares of common stock held by Hans
Werner
Huss.
(8)
Thomas
G. Walsh. Includes 1,867,638 shares of common stock held by Thomas
G.
Walsh.
(9)
Frank
and Judith Ten Thy. Includes 1,632,588 shares of common stock held
in the
name of the Frank Ten Thy and Judith Ten Thy Family Trust.
10
Legal
Proceedings.
To
the
best knowledge of the management of Energenx, no director, officer, affiliate
of
Energenx, owner of record or beneficially of more than 5% of any class of
securities of Energenx, or security holder is a party adverse to Energenx
or has
a material interest adverse to Energenx in any material legal
proceeding.
Certain
Relationships and Related Transactions.
On
September 30, 2005, Energenx entered into a Subscription Agreement with Marvin
Redenius., a member of the Board of Directors of Energenx. Pursuant to the
Subscription Agreement Marvin Redenius agreed to purchase 3,000,000 shares
of
common stock of Energenx for a purchase price of $1,500,000. The purchase
of the
3,000,000 shares was completed on January 23, 2007 with the receipt of the
final
$500,000 from Marvin Redenius. The purchase price of the shares was set by
the
board of directors, excluding Marvin Redenius, pursuant to the recommendation
of
management. The purchase price of the shares is higher than that obtained
by
Energenx in its most recent private placements. Marvin Redenius largely owns
and
controls GTG Corp., an Iowa based corporation that signed an Exclusive
Technology License Agreement on December 1, 2004 with Energenx, pursuant
to
which Energenx granted GTG Corp. an exclusive license in the area of North
America (the United States, Canada and Mexico) to proprietary Energenx
technology relating to a battery charging system, known as the Potential
Battery
Charger, for charging battery operated vehicles, excluding
automobiles.
OTHER
MATTERS
Our
Board
of Directors is not aware of any matter to be acted on at the Annual Meeting
other than the matters described above. However, if any other matter properly
comes before the Annual Meeting, the proxy holders will vote the proxies
thereon
in accordance with their best judgment on such matter.
STOCKHOLDER
PROPOSALS FOR 2009 ANNUAL MEETING
Proposals
which are the proper subject for inclusion in the proxy statement and for
consideration at an annual meeting may be presented by stockholders. In order
to
be eligible to submit a proposal, a stockholder must have continuously held
at
least $2,000 in market value, or 1% of the Company’s securities entitled to be
voted on the proposal at the meeting for at least one year by the date the
stockholder submits the proposal. In addition, the stockholder must continue
to
hold those securities through the date of the meeting. Under current SEC
rules,
to be included in Energenx’s proxy statement and proxy card, any proposal by a
stockholder intended to be presented at the 2009 annual meeting of stockholders
must be received by Energenx, subject to certain exceptions, no later than
February 6, 2009. Any such proposal, including any accompanying supporting
statement, may not exceed 500 words. Such proposal should be addressed to
the
Chief Executive Officer of the Company, Gary Bedini. In addition, the proxy
solicited by the Board of Directors for the 2009 annual meeting of stockholders
will confer discretionary authority to vote on any stockholder proposal raised
at the 2009 annual meeting of stockholders that is not described in the 2009
proxy statement unless the Company has received notice of such proposal on
or
before the close of business on April 22, 2009. However, if the Company
determines to change the date of the 2009 annual meeting of stockholders
more
than 30 days from September 26, 2009, the Company will provide stockholders
with
a reasonable time before the Company begins to print and mail its proxy
materials for the 2009 annual meeting of stockholders in order to allow
stockholders an opportunity to make proposals in accordance with the rules
and
regulations of the SEC.
ANNUAL
REPORT
If
you wish to receive a copy of our Annual Report on Form 10-KSB for the year
ended December 31, 2007 with the proxy material, a copy of the Form 10-KSB
will
be made available (without exhibits), free of charge, to interested stockholders
upon written request to Gary A. Bedini, President and Chief Executive Officer,
6200 E. Commerce Loop, Post Falls, Idaho83854, telephone (212)
645-7704.
The
Annual Report on Form 10-KSB, including exhibits, are also available online
at
the Securities and Exchange Commission’s EDGAR website at
www.sec.gov.
The undersigned shareholder of Energenx, Inc.
hereby appoints Gary Bedini and John Bedini, and each of them, as proxy holders
of the undersigned to attend the 2008 Energenx Annual Meeting to be held
on
September 26, 2008, and any adjournment thereof, with authority to act and
vote
at the meeting for and on behalf of the undersigned and directs the proxy
holders to vote the common shares held by the undersigned with respect of
the
matters indicated below as follows. You may withhold your authority to vote
for
any Director nominee by marking the box “withhold.”
ELECTION
OF DIRECTORS
Gary
A.
Bedini
o FOR
o AGAINST
o WITHHOLD
John
C.
Bedini
o FOR
o AGAINST
o WITHHOLD
Thomas
E.
Bearden
o FOR
o AGAINST
o WITHHOLD
Ricky
M.
Street
o FOR
o AGAINST
o WITHHOLD
Hans
Werner Huss
o FOR
o AGAINST
o WITHHOLD
Marvin
Redenius
o FOR
o AGAINST
o WITHHOLD
PROPOSAL
NUMBER TWO:
To
ratify the appointment of Williams & Webster, P.S. as independent auditors
of the Energenx financial statements for the fiscal year ending December31,2008.
o FOR
o AGAINST
o ABSTAIN
PLEASE
SIGN AND DATE BELOW
INSTRUCTION:
Please sign your name exactly as it appears on your stock certificate. When
shares are held by joint owners, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, give your full title as such.
If a
corporation, please sign in full corporate name by the duly authorized officer.
If a partnership, please sign in partnership name by an authorized
person.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY.PLEASE
MARK, SIGN, DATE AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE TODAY.
THIS
REPLACES AND REVOKES ANY OTHER PROXIES YOU MAY HAVE BEEN PRESENTED.
