Confidential,
for Use of the Commission Only [as permitted by Rule
14a-6(e)(2)]
[ ]
Definitive
Information Statement
[ ]
Definitive
Additional Materials
[ ]
Soliciting
Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
RAPHAEL
INDUSTRIES LTD.
(Exact
name of Registrant as specified in its charter.)
Payment
of Filing Fee (Check the appropriate box):
[X]
No
fee required.
[ ]
Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11:
1.
Title
of each class of securities to which transaction
applies:
2.
Aggregate
number of securities to which transaction applies:
3.
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule O-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
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
1.
Amount
Previously Paid;
2.
Form,
Schedule or Registration Statement No.
3.
Filing
Party:
4.
Date
Filed:
WE ARE
NOT ASKING YOU FOR A PROXY
AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
Raphael
Industries Ltd.
5190 Neil
Road Suite 430
Reno NV
89502
To the
Stockholders of Raphael Industries Ltd.:
This
information is being provided to the shareholders of Raphael Industries Ltd.
(the “Company”), in connection with our prior receipt of approval by written
consent, in lieu of an annual meeting of the holders of a majority of our common
stock authorizing the following:
1. The
election of Arne Raabe and Ronald Hughes as the Company’s
directors.
2.
To
increase the Authorized Common Stock Capital of the Company from
50,000,000 to 100,000,000
The
elimination of the need for an annual meeting of the shareholders is authorized
by Section 78.320 of the Nevada Revised Statutes (the “Nevada Law”). This
Section provides that the written consent of the holders of outstanding shares
of voting capital stock, having not less that the minimum number of votes which
would be necessary to authorize or take the action at a meeting at which all
shares entitled to vote on a matter were present and voted, may be substituted
for the annual meeting. According to this Section 78.390 of the Nevada Law, a
majority of the outstanding shares of voting capital stock entitled to vote on
the matter is required in order to elect directors or to amend the Company’s
Articles of Incorporation. In order to eliminate the costs and management time
involved in holding an annual meeting and in order to effect the Amendment as
early as possible in order to accomplish the purposes of the Company, the Board
of Directors of the Company voted to utilize the written consent of the majority
shareholders of the Company.
The date
on which this Information Statement was first sent to the shareholders is on, or
about March 2, 2010. The record date established by the Company for purposes of
determining the number of outstanding shares of Voting Capital Stock of the
Company was January 18, 2010, (the “Record Date”).
This
information statement is being furnished to all holders of the common stock of
Raphael Industries Ltd. in connection with the Proposed Action by Written
Consent to elect Arne Raabe and Ronald Hughes as the Company’s directors and to
increase the authorized capital of the Company from 50,000,000 to
100,000,000.
INFORMATION
STATEMENT
This
information statement is being furnished to all holders of the common stock of
Raphael Industries Ltd., a Nevada Corporation (“Raphael” or the “Company”), in
connection with resolutions of the Board of Directors and the written consent of
one shareholder, representing 53.6% of the common stock of Raphael providing for
the election of Arne Raabe and Ronald Hughes as Directors and to increase the
authorized capital of the Company from 50,000,000 to 100,000,000.
The Form
10-K for the year ended September 30, 2009, and quarterly reports on Form 10-Q
for the past quarters ended December 31 2009 filed by Raphael with the
Securities and Exchange Commission may be viewed on the Securities and Exchange
Commission’s web site at www.sec.gov in the Edgar Archives. Raphael is current
in the filing of all required reports. See the caption entitled “Additional
Information,” below.
CONSENT
NO. 1
ELECTION
OF DIRECTORS
The Board
of Directors has fixed the current number of authorized directors at two. Voting
for the election of directors is non-cumulative, which means that a simple
majority of the shares voting may elect all of the directors. Each share of
common stock is entitled to one (1) vote and, therefore, has a number of votes
equal to the number of authorized directors.
Pursuant
to the Written Consent, our current directors have been re-elected to hold
office until the next annual meeting of the stockholders and until their
successors have been elected and takes office. Under Nevada law, the Written
Consent is sufficient to elect all nominees to our Board of Directors without
the vote or consent of any other stockholders of the Company.
The
following table includes the names and certain information about the directors
and executive officers of the Company.
The
business experience of each of the above persons for at least the last five
years is as follows:
Ronald
Hughes
For the
last five years Mr. Hughes has been President, CEO & Director of
TransAmerican Energy Inc., a TSX-Venture Exchange listed Company. While with
TransAmerican, Mr. Hughes was responsible for the acquisition of the company’s
initial producing oil and gas assets and for the year ended April 30, 2009 the
company realized revenues of Canadian Dollar 932,000. Mr. Hughes also sits on
the Boards of VisionQuest Energy Group, and Precision Enterprises Inc., both
publicly traded companies in Canada. Mr. Hughes has 20 years of experience in
early stage Business Development and he will be responsible for assessing and
evaluating new business opportunities for Raphael. Mr. Hughes studied Resource
Economics & Management from the University of Alberta.
Arne
Raabe
Mr. Raabe
received his Bachelor of Finance and Masters of Economics from the University of
South Florida in 1993 and 1996, respectively. Since 2000, Mr. Raabe has worked
as a self employed independent management consultant, specializing in corporate
finance for start up companies. He has held various positions, including officer
and director and advisor to various companies including GSH Enterprises Limited,
Hampton Financial Partners, Secure Automated Filing Enterprises Inc., Gondwana
Energy Ltd., American Media Systems Co. and Crestview Energy Partners. From
November 2000 to September 2005 he acted as director for Hampton Financial
Partners providing the company general consulting services in the area of
corporate governance compliance. In 2003 he acted as director and officer for
Secure Automated Filing Enterprises Inc., a startup company providing Edgarizing
and filing services for companies reporting to the Securities and Exchange
Commission. Mr. Raabe resigned his position in October of 2003. In December of
2004 he held the position of Director for American Media Systems Co. assisting
in the startup of the company. Mr. Raabe resigned as a director for American
Media Systems Co. on December 31, 2004 and started Raphael Industries Ltd. in
October of 2005. On December 5th, 2005 he was appointed director and Officer and
on June 29, 2006 he consented to act as interim President of Gondwana Energy
Ltd. On October 22, 2006 Mr. Raabe resigned from his positions with Gondwana
Energy Ltd. On December 29, 2008 Mr. Raabe was appointed director and on March
2nd 2008 he was appointed
as Chief Financial Officer of Sentry Petroleum Ltd. Sentry Petroleum Ltd is a
fully reporting issuer under the 1934 Act. Mr. Raabe spends approximately 50% of
his time on our business.
Nomination
of Directors
We do not
have a standing nominating committee. We are currently seeking additional
independent directors and intend to establish committees of the board once the
additional directors have been appointed. The Board of Directors, acting as a
Nominating Committee, does not have a policy with regard to the consideration of
any director candidates recommended by stockholders. The Board of Directors has
made no determination as to whether or not such a policy should be adopted. The
Board of Directors will consider candidates recommended by stockholders.
Stockholders wishing to recommend a candidate for membership on the Board of
Directors for the next fiscal year should submit to us the name of the
individual and other pertinent information, including a short biography and
contact information, in the manner described below on this Information Statement
in the section titled “Stockholders’ Proposals”.
Some of
the qualifications that may be considered by the Board of Directors in choosing
a director are:
Minimum,
relevant employment experience;
Familiarity
with generally accepted accounting principles and the preparation of financial
statements;
Post
secondary education or professional license;
Previous
experience as a Board member of an operating company; and
The
ability to commit the number of hours per year necessary to discharge his or her
duty as a member of its Board of Directors.
A
candidate for director must agree to abide by our Code of Ethics, discussed in
greater detail below.
Our goal
is to achieve a balance of knowledge, experience and capability on our Board of
Directors. To this end, we seek nominees with the highest professional and
personal ethics and values, an understanding of our business and industry,
diversity of business experience and expertise, a high level of education,
broad-based business acumen, and the ability to think strategically. Although we
use the criteria listed above as well as other criteria to evaluate potential
nominees, we do not have a stated minimum criteria for nominees. The Board of
Directors does not use different standards to evaluate nominees depending on
whether they are proposed by our directors and management or by our
stockholders. To date, we have not paid any third parties to assist us in this
process.
The Board
of Directors has not received a nominee from a stockholder.
The
company is currently authorized by its articles of incorporation to issue
50,000,000 shares of common stock. As of the record date, 9,511,500 shares of
common stock were outstanding. On February 15, 2010, the board of directors
authorized an increase in the number of the authorized shares of common stock
and thereafter an amendment to Article Three of the company’s articles of
incorporation. A form of certificate of amendment to our articles of
incorporation is attached to this proxy statement as Exhibit A.
Based on
the number of shares of common stock outstanding as of the record date, the need
to reserve shares of common stock as set forth above and the current articles of
incorporation limit of 50,000,000 shares of common stock, the board of directors
does not believe there is an adequate number of authorized shares of common
stock under the articles of incorporation for management to be able to plan for
the long-term future growth and development of the company and properly
capitalize its operations. Accordingly, the board of directors proposes to amend
the articles of incorporation to increase the authorized number of shares of
common stock to 100,000,000 shares of common stock.
The
proposal will permit the board of directors to issue additional shares of common
stock without further approval of the stockholders of the company; and the board
of directors does not intend to seek stockholder approval prior to any issuance
of the authorized capital stock unless stockholder approval is required by
applicable law or stock market or exchange requirements. Although the company
from time to time reviews various transactions that could result in the issuance
of common stock, the company is not a party to any plan, arrangement or
agreement to issue additional shares of its capital stock, including for any
acquisition or business combination, except as may be required in connection
with the exercise of existing outstanding convertible securities or options and
warrants or under any other plan or arrangement the board of directors may
hereafter approve.
Other
than the availability of authorized common stock and limited provisions in the
company’s by-laws, the company does not have in place provisions which may have
an anti-takeover effect. At this annual meeting, the shareholders are being
asked to consider and approve a proposal to increase the number of authorized
shares of common stock. This proposal has not resulted from the company’s
knowledge of any specific effort to accumulate the company’s securities or to
obtain control of the company by means of a merger, tender offer, proxy
solicitation in opposition to management or otherwise. The company is not
submitting any of these proposals to enable it to frustrate any efforts by
another party to acquire a controlling interest or to seek board
representation.
The
issuance of additional shares of common stock may have a dilutive effect on
earnings per share and on the equity and voting power of existing security
holders of the company’s capital stock. It may also adversely affect the market
price of the common stock. However, if additional shares are issued in
transactions whereby favorable business opportunities are provided and allow the
company to pursue its business plans, the market price may
increase.
The
holders of common stock of the company are entitled to one vote for each share
held of record on all matters to be voted on by the stockholders of the company.
The holders of common stock are entitled to receive dividends when, as, and if
declared by the board of directors out of funds legally available therefore. The
company never has paid cash dividends on its shares of common stock, and does
not currently intend to pay any cash dividends.
In the
event of liquidation, dissolution or winding up of the company, the holders of
the shares of common stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after
provision has been made for each class of stock, if any, having preference over
the common stock. Holders of shares of common stock have no conversion,
preemptive or other subscription rights, and there are no redemption provisions
applicable to the common stock.
Approval
Requirement and Board of Directors Recommendation
The
approval of the proposed amendment requires the favorable vote of the holders of
a majority of the outstanding shares of common stock. The board of directors
believes that the advantages of the proposed amendment to increase the number of
authorized shares of common stock outweigh the possible disadvantages of the
amendment. Accordingly, the board of directors has unanimously approved the
proposed amendment and unanimously recommends approval by
shareholders.
Notwithstanding
the shareholders approving the amendment to increase the authorized capital, the
board of directors may elect not to file the certificate of amendment to
increase the authorized capital of the company if they decide that it is in the
best interests of the company to limit its common stock capital to its current
authorized amount.
Code
of Ethics
The
Company has adopted the Raphael Industries Ltd. Code of Ethics (the “Code”)
that applies to every officer of and director to the Company. The Code is
attached as Exhibit 14 to its Form 10-KSB filed with the Securities and Exchange
Commission (the “SEC”) on
February 14, 2007. The Code is also available free of charge upon request to the
Company at 5190 Neil Road Suite 430 Reno NV 89502, Attn: Chief Executive
Officer.
Involvement
in Certain Legal Proceedings
To the
best knowledge of the Company, during the past five years, none of the following
occurred with respect to a present or former director or executive officer: (1)
any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (2) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) being subject to any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of any
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; and (4) being found by a court
of
competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Information
Regarding the Board
The
Company’s Board of Directors (the “Board”) has no Committees. The Board met one
time during the last fiscal year. In addition, the Board signed several written
consents to act without meeting as issued were raised during the fiscal year.
The current Board consists of Arne Raabe and Craig Wacaser.
Audit
Committee and Financial Report
The
Company does not currently have an audit committee or “audit committee financial
expert”. The Company is seeking additional board members including at least one
additional director who qualifies as a “financial expert” and to serve as member
of the audit committee, but as of the date of this report does not have such a
director.
Audit
Fees
For the
fiscal years ended September 30, 2009 and 2008, the aggregate fees billed for
services rendered for the audits of the annual financial statements and the
review of the financial statements included in the quarterly reports on
Form 10-QSB/Form 10-Q and the services provided in connection with the
statutory and regulatory filings or engagements for those fiscal years and
registration statements filed with the SEC were $7,219 and $9,960,
respectively.
Audit-Related
Fees
Our
auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.
Tax
Fees
The
aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended September 30, 2008 and 2009.
All
Other Fees
The
aggregate fees billed by our auditors for all other non-audit services, such as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended September 30, 2008 and 2009 were $0.
Audit
Committee Pre-Approval Policies
The
Company does not have an audit committee and intends to adopt pre-approval
policies and procedures for payments to its principal accountant once the audit
committee has been established. The Board of Directors has approved all of the
fees paid and identified herein to the Company’s principal
accountant.
Compensation
Committee
The
Company does not currently have a compensation committee.
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
and executive officers and persons who beneficially owns more than ten percent
of a registered class of the Company’s equity securities to file with the SEC
initial reports of ownership and reports of change in ownership of common stock
and other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. As best the Company was able
to determine, the following persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during fiscal
year ended September 30, 2009:
Name and principal
Number of late
Transactions not
Known failures to
position
reports
timely reported
file a required form
Arne Raabe
0
0
0
Director
Craig
Wacaser
0
0
0
Former
Director
Heather
Grant
0
0
0
Corporate
Secretary
Ronald
Hughes
0
0
0
CEO, CFO, and
Director
Stockholder
Communications with the Board of Directors
The Board
of Directors has not established a formal process for stockholders to send
communications to its members. Any stockholder may send a communication to any
member of the Board of Directors, in care of the Company’s address or in care of
the address shown in the table of beneficial ownership on this page. If a
communication is sent to the Company’s address, the Company will forward any
such communication to the relevant member of the Board of
Directors.
Compensation
of Directors and Executive Officers
The
Company’s directors are not compensated for serving on its board of
directors.
The
following table sets forth the compensation paid during 2008 and 2009 to each
person who served as a chief executive officer of the Company during 2008 or
2009, and each person who served as an executive officer as of September 30,2009:
SUMMARY
COMPENSATION TABLE
Long Term Compensation
Annual Compensation
Awards
Payout
Securities
Other Annual
Restricted
Underlying
LTIP
All Other
Name & Principal
Salary
Bonus
Compensation
Stock Award
Options/SAR
Payouts
Compensation
Position
Year
($)
($)
($)
($)
(#)
($)
($)
Arne Raabe
2009
-
-
-
-
-
-
-
President, CEO,
CFO
2008
-
-
-
-
-
-
-
Option/SAR
Grants
There
were no option/SAR Grants during the 2008 or 2009 fiscal years.
Aggregate
Option Exercises in the Last Fiscal Year and Fiscal Year-End Option
Values
No stock
options were exercised by any named executive officer during the 2008 or 2009
fiscal years and there are no stock options outstanding at September 30, 2009 or
at the date of this report.
Long-Term
Incentive Plan Awards
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance to occur over a period longer than one fiscal year,
whether such performance is measured by reference to our financial performance,
our stock price, or any other measure.
Compensation
of directors.
Our
Directors do not and will not receive a salary or fees for serving as a
director, nor do they receive any compensation for attending meetings of the
Board of Directors or serving on committees of the Board of Directors. They are
not entitled to reimbursement of expenses incurred in attending meetings. There
are no compensation arrangements for employment, termination of employment or
change-in-control between the named Executive Officers and the
company.
Non-equity
Nonqualified
Fees
incentive
deferred
Earned
or
Stock
Option
plan
compensation
All
other
paid
in cash
awards
awards
compensation
earnings
compensation
Total
Name
($)
($)
($)
($)
($)
($)
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Arne Raabe
Nil
Nil
Nil
Nil
Nil
Nil
Nil
President, CEO & Director
Craig Wacaser
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Director
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The
following table sets forth certain information with respect to our common stock
beneficially owned as of January 18 2010 by (a) each person who is known by us
to be the beneficial owner of more than 5% of our outstanding common stock, (b)
each of our directors and executive officers, and (c) all directors and
executive officers as a group:
Amount and
Nature
Percentage
of Beneficial
of
Name and Address of Beneficial Owner (1)
Ownership
Class
Officers and Directors
Arne Raabe, Director, CEO
7,000,000
73.6%
Craig Wacaser
Former Director
0
0.0%
All directors and executive officers as a group (2 person)
7,000,000
73.6%
(1)
The address for each person is 5190
Neil Road Suite 430 Reno NV
89502
Significant
Employees
The
Company does not have employees, its Chief Executive Officer and Chief Financial
Officer, Ronald Hughes is engaged as a consulting.
Family
Relationships
There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by the Company to become directors or executive
officers.
Certain
Relationships and Related Transactions
Except as
set forth below, none of our directors or executive officers, nor any proposed
nominee for election as a director, nor any person who beneficially owns,
directly or indirectly, shares carrying more than 5% of the voting rights
attached to all of our outstanding shares, nor any members of the immediate
family (including spouse, parents, children, siblings, and in-laws) of any of
the foregoing persons has any material interest, direct or indirect, in any
transaction during the last two years or in any presently proposed transaction
which, in either case, has or will materially affect us.
BOARD
OF DIRECTORS’ RECOMMENDATIONS AND VOTE REQUIRED
The
affirmative vote of at least a majority of the issued and outstanding shares as
of January 18, 2010 eligible to vote was necessary for approval of the foregoing
consent item. The required votes have been obtained pursuant to the Written
Consent. No further vote is required to approve the Election of Directors. The
information contained in this Information Statement constitutes the only notice
any stockholder will be provided.
INTEREST
OF CERTAIN PERSONS IN FAVOR OR IN
OPPOSITION
OF THE PLAN
No
officer of director will receive any direct or indirect benefit from any of the
consent items described in this Information Statement.
STOCKHOLDER
PROPOSALS
The
Company must receive at its principal offices before December 31, 2010, any
proposal which a stockholder wishes to submit to the 2011 Annual Meeting of
Stockholders, if the proposal is to be considered by the Board of Directors for
inclusion in the proxy materials for that Annual Meeting.
A
stockholder’s notice to the Secretary shall include (i) a brief description of
the matter or nomination and the reason for addressing the matter at the
meeting, (ii) the stockholder’s name and address, (iii) the number of shares of
the Company owned or controlled by the stockholder, (iv) any material interest
of the stockholder in the matter or nomination proposed, and (v) all other
required information under Regulations 14A under the Securities Exchange Act of
1934.
The
Company’s proxy related to the 2011 annual meeting will give discretionary
voting authority to the proxy holders to vote with respect to any shareholder
proposal that is received more than seven days after the date of notice of the
2011 annual meeting of stockholders. Any stockholder wishing to make a
nomination or proposal should obtain a copy of the relevant provisions of our
Bylaws from the Secretary.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the information and reporting requirements of the Securities Exchange
Act of 1934 and in accordance with that act, we file periodic reports, documents
and other information with the SEC relating to our business, financial
statements and other matters. These reports and other information may be
inspected and are available for copying at the offices of the SEC, 100 F. Street
NE, NW, Washington, DC 20549 or may be accessed at www.sec.gov.
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE
ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
The
amount of the total authorized capital stock of the corporation is consisting of
One hundred Million (100,000,000) shares of common stock of the par value of
$0.0001 each.
2. THE
VOTE BY WHICH SHAREHOLDERS 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: [ ].
IN
WITNESS WHEREOF, the undersigned corporation has caused this Certificate of
Amendment to Articles of Incorporation to be signed by a duly authorized officer
as of this _____ day of __________, 2010.
RAPHAEL
INDUSTRIES LTD.
By:
______________________________________
Ronald
Hughes, Chief Executive Officer
Dates Referenced Herein and Documents Incorporated by Reference
