SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check the
appropriate box:
o Preliminary
Information Statement
o Confidential, for
Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
x Definitive
Information Statement
WESTSPHERE ASSET
CORPORATION, INC.
(Name of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x No fee
required
o Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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o Fee paid
previously with preliminary materials.
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o 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.
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(1)
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Amount
Previously Paid: Not Applicable
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(2)
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Form,
Schedule or Registration Statement No.: Not
Applicable
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(3)
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Filing
Party: Not Applicable
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(4)
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Date
Filed: Not Applicable
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NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
AND
MANAGEMENT
INFORMATION STATEMENT
WESTSPHERE
ASSET CORPORATION, INC.
This
information is provided in connection with the Annual Meeting of the
Shareholders of the Corporation to be held on March 27, 2010 at 10:30 AM at the
Corporate Head Office located at 12, 3620 – 29th
Street N.E. Calgary, Alberta, T1Y 5Z8
We
Are Not Asking You for a Proxy and You are Requested Not To Send Us a
Proxy
February 12,
2010
WESTSPHERE
ASSET CORPORATION, INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of
Westsphere Asset Corporation, Inc. (the “Corporation”) will be held on March 27,
2010 at 10:30 a.m. at 12, 3620 – 29th
Street N.E. Calgary, Alberta, T1Y 5Z8 for the following purposes:
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1.
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to
elect six (6) members of the Board of Directors for the ensuing
year;
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2.
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to
appoint qualified US Auditors for the Corporation and to authorize the
Directors to fix their
remuneration;
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3.
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to
appoint qualified Canadian Auditors for the Corporation and to authorize
the
Directors to fix their
remuneration;
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4
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to
authorize the Board of Directors to change the Corporation’s name from
Westsphere Asset Corporation, Inc. to E-Debit Inc. or such other similar
name approved by the Board of
Directors;
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5.
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to
approve a stock option plan for the members of the Board of Directors
;
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6.
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to
transact such other business as may properly be brought before the Meeting
or any adjournment thereof.
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Please
refer to the Information Statement and related materials available at
www.westsphereasset.com.
DATED at
Calgary, Alberta this 12h day
of February 2010.
BY ORDER OF THE BOARD OF
DIRECTORS
Douglas N. Mac Donald
President and Chief Executive
Officer
TABLE
OF CONTENTS
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NON-SOLICITATION
OF PROXIES.
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1
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NON-REGISTERED
HOLDERS
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1
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QUORUM
AND VOTING SHARES
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2
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PRINCIPAL
HOLDERS, EXECUTIVE OFFICERS AND DIRECTORS
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3
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PROPOSAL
NUMBER ONE: ELECTION OF DIRECTORS
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5
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SECTION
16 OF THE SECURITIES EXCHANGE ACT COMPLIANCE.
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8
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COMPENSATION OF
DIRECTORS AND OFFICERS
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9
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INTEREST OF
INSIDERS IN MATERIAL TRANSACTIONS
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10
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PROPOSAL
NUMBER TWO: APPOINTMENT OF AUDITORS
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10
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| PROPOSAL NUMBER THREE: APPOINTMENT OF AUDITORS | 10 |
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PROPOSAL
NUMBER FOUR: CORPORATE NAME CHANGE
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11
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PROPOSAL
NUMBER FIVE: DIRECTORS STOCK OPTION PLAN
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11
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AVAILABILITY
OF DISCLOSURE DOCUMENTS
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12
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SHAREHOLDER
PROPOSALS
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12
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WESTSPHERE
ASSET CORPORATION, INC.
INFORMATION STATEMENT
We
Are Not Asking You for a Proxy and You are Requested Not To Send Us a
Proxy
NON-REGISTERED
HOLDERS
Only
registered holders of shares of the Corporation’s common stock (the “Common
Shares”) and holders of shares of the Corporation’s preferred stock (the
“Preferred Shares”)or the persons they appoint as their proxies, are permitted
to attend and vote at the Meeting.
In many
cases, Common Shares of the Corporation beneficially owned by a holder (a
“Non-Registered Holder”) are registered either:
(A) in
the name of an intermediary (an “Intermediary”) that the Non-Registered Holder
deals with in respect of the shares, such as, among others, banks, trust
companies, securities dealers or brokers and trustees or administrators of
self-administered registered retirement savings plans, registered retirement
income funds and registered educational savings plans and similar plans;
or
(B) in
the name of a clearing agency (such as The Canadian Depository for Securities
Limited) of which the Intermediary is a participant.
The
Corporation has distributed copies of the Notice of Meeting and Notice of
Internet Availability of Meeting Materials such as this Information Statement
(collectively, the “Meeting Materials”) to the clearing agencies and
Intermediaries for onward distribution to Non-Registered Holders.
Intermediaries
are required to forward Meeting Materials to Non-Registered Holders unless a
Non-Registered Holder has waived the right to receive them. Very often,
intermediaries will use service companies to forward the Meeting Materials to
Non-Registered Holders.
Should a Non-Registered Holder wish to
attend and vote at the Meeting in person (or have another person attend and vote
on behalf of the Non-Registered Holder), the Non-Registered Holder must obtain a
proxy from their Intermediary. Non-Registered
Holders should carefully follow the instructions of their
Intermediaries,.
QUORUM
AND VOTING SHARES
The
Corporation has fixed February 8, 2010 as the record date (the “Record Date”)
for the purpose of determining the shareholders entitled to receive the Notice
of Meeting. As of February 8, 2010, there were 591,726 Common Shares issued and
outstanding and 1,417,118 Preferred Shares issued and outstanding. Each Common
Share and each Preferred Share carries the right to one (1) vote per share. All
of the holders of the Preferred Shares have given their proxies to vote their
Preferred Shares to the Corporation’s Board of Directors.
Any
shares that are registered at the close of business on the Record Date will
entitle its holder or any proxy named by him or her to receive notice of and to
vote at the Meeting and at any adjournment thereof. Shares may be voted for or
be withheld from voting with respect to the election of directors and the
appointment of auditors and the authorization of directors to fix their
remuneration. On all other matters, the shareholders may vote for or against the
proposal.
The
Corporation will prepare an alphabetical list of shareholders entitled to vote
as of the Record Date at the Meeting that shows the number of Common Shares and
Preferred Shares held by each shareholder. The list of shareholders is available
for consultation during usual business hours at the office of the Corporation’s
transfer agent and registrar, Holladay Stock Transfer Inc., located at 2939
North 67th
Place, Suite “C”, Scottsdale, Arizona 85251, and at the Meeting.
Unless
otherwise indicated, the matters submitted to a vote at the Meeting must be
approved by a majority of the aggregate of the votes cast by the holders of
Common and Preferred Shares attending the meeting in person or by
proxy. Fifty percent (50%) of the voting shares constitutes a quorum
sufficient to carry on with the Meeting.
The
Chairman of the Meeting may conduct the vote on any matter by a show of hands of
shareholders and proxy holders present at the Meeting and entitled to vote
thereat unless a ballot is demanded by a shareholder present at the Meeting or
by a proxy holder entitled to vote at the Meeting or unless the Chairman
declares that proxies representing not less than five percent (5%) of the shares
entitled to be voted at the Meeting would be voted against what would otherwise
be the decision of the Meeting on such matter.
2
PRINCIPAL
HOLDERS, EXECUTIVE OFFICERS AND DIRECTORS
The
following table sets forth information concerning the beneficial ownership of
the Corporation’s outstanding Common and Preferred stock as of February 8, 2010
for: each of its directors and executive officers individually; each person or
group that it knows owns beneficially more than five percent (5%) of the
Corporation’s common stock; and all directors and executive officers as a
group.
Rule
13d-3 under the Securities Exchange Act defines the term, "beneficial
ownership". Under this rule, the term includes shares over which the indicated
beneficial owner exercises voting and/or investment power. The rules
also deem common stock subject to options currently exercisable or exercisable
within sixty (60) days, to be outstanding for purposes of computing the
percentage ownership of the person holding the options but do not deem such
stock to be outstanding for purposes of computing the percentage ownership of
any other person. The applicable percentage of ownership for each
shareholder is based on 591,726 shares of common stock outstanding plus
1,417,118 preferred shares plus 7,534,525 option shares outstanding as of
February 8, 2010. Except as otherwise indicated, the Corporation
believes that the beneficial owners of the common stock listed below, based on
information furnished by them, have sole voting and investment power over the
number of shares listed opposite their names.
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Name
and Address of
Beneficial
Owner
Officers and Directors
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Number
of Common Shares Owned
(8)
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Percentage
of Common Shares
Owned
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Number
of Preferred Shares
Owned
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Percentage
of Preferred Shares
Owned
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||||||||||||
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Douglas
N. Mac Donald (1)
St.
Albert, Alberta Canada
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2,077,027 | 78.94 | % | 327,580 | 23.12 | % | ||||||||||
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Robert
L. Robins (2)
Calgary,
Alberta Canada
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635,025 | 52.84 | % | 36,063 | 2.54 | % | ||||||||||
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Dr.
Roy L. Queen (3)
Kamloops,
B.C. Canada
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275,030 | 32.1 | % | 132,615 | 9.36 | % | ||||||||||
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Bernd
Reuscher (4)
Edmonton,
Alberta Canada
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265,000 | 30.93 | % | 256,694 | 18.11 | % | ||||||||||
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Kim
Law (5)
Calgary,
Alberta Canada
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725,050 | 55.06 | % | 15,000 | 1.06 | % | ||||||||||
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Sonja
Dreyer (6)
Calgary,
Alberta Canada
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962,376 | 62.42 | % | 27,811 | 1.96 | % | ||||||||||
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Jack
(John) Thomson (7)
Kingston,
Ontario Canada
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275,024 | 32.1 | % | 18,750 | 1.32 | % | ||||||||||
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Total
shares owned by
Officers
and Directors
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5,214,532 | 95.74 | % | 814,513 | 57.48 | % | ||||||||||
(1) Doug Mac Donald 2,404,607 Shares
36,200
preferred shares are held in the name of Douglas Mac Donald; 55,000
preferred shares are held in the name of Mr. Mac Donald’s’ wife
Patricia Mac Donald; 60,002 preferred shares are held in the name of Mac Donald
Venture Corp. of which Mr. Mac Donald is the sole officer and
Director; 66,530 preferred shares are held in the name of 797320
Alberta Ltd. of which Mr. Mac Donald is the sole officer and Director; 37,502
common shares are held in the name of 723352 Alberta Ltd. of which Mr. Mac
Donald is the sole officer and Director, 35,838 preferred shares are held in the
name of 723352 Alberta Ltd. of which Mr. Mac Donald is the sole officer and
Director, 24,525 of these shares are held in the form of stock options giving
Mr. Mac Donald the right to purchase up to 24,525 shares for $0.70 per share
with an end date to be determined by the Board of Directors and 1,250,000 of
these shares are held in the form of stock options giving Mr. Mac Donald the
right to purchase up to 1,250,000 shares for $0.07 per share until January 26,
2015.265,000 of these shares are held in the form of stock
options giving 797320 Alberta Ltd. the right to purchase up
to 265,000 shares for $0.07 per share until January 26, 2015, of
which Mr. Mac Donald is the sole officer and Director, 500,000 of
these shares are held in the form of stock options giving 732352
Alberta Ltd. the right to purchase 500,000 shares for
$0.07 per share until January 26, 2015, of which Mr. Mac Donald is the sole
officer and Director, Doug Mac Donald is part owner of 989939 Alberta Ltd. with
a share position of 65,862 preferred shares. *(50% is owned by Doug Mac Donald
and 50% is owned by Bernd Reuscher and 8,148 preferred shares are held in the
name of Mac Donald & Associates Gaming Specialists Inc., of which Mr. Mac
Donald is the sole officer and Director.
3
(2) Bob Robins 671,088 Shares
38
preferred shares are held in the name of Robins Nest Holdings Inc.; 36,025
preferred shares are held in the name of Bob Robins; 25,025 common shares are
held in the name of Robert L. Robins, 10,000 of these shares are held
in the form of stock options giving Mr. Robins the right to purchase up to
10,000 shares for $0.70 per share with an end date to be determined by the Board
of Directors and 600,000 of these shares are held in the form of stock options
giving Mr. Robins the right to purchase up to 600,000 shares for $0.07 per share
until January 26, 2015.
(3) Dr. Roy Queen 407,645
Shares
121,119
preferred shares are held in the name of Dr. Queen; 10,030 common shares are
held in the name of Drin Holdings Ltd., which is solely owned by Dr. Queen and
11,496 preferred shares are held in the name of Transural Inc., which is solely
owned by Dr. Queen and 265,000 of these shares are held in the form of stock
options giving Dr. Queen the right to purchase up to 265,000 shares for $0.07
per share until January 26, 2015.
(4) Bernd Reuscher
521,694 Shares
49,582
preferred shares are held in the name of Bernd Reuscher;
141,250 preferred shares are held in the name of MBR Venture Corp. of
which Mr. Reuscher is the sole officer and Director, Bernd Reuscher is part
owner of 989939 Alberta Ltd. with a preferred share position of 65,862 shares.
*(50% is owned by Bernd Reuscher and 50% is owned by Doug Mac Donald) and
265,000 of these shares are held in the form of stock options giving Mr.
Reuscher the right to purchase up to 265,000 shares for $0.07 per share until
January 26, 2015.
(5) Kim Law 740,050 Shares
50 common
shares and 15,000 preferred shares are held in the name of Kim Law, and 725,000
of these shares are held in the form of stock options giving Mr. Law the right
to purchase up to 725,000 shares for $0.07 per share until January 26,
2015.
(6) Sonja Dreyer 990,187
Shares
12,376
common shares are held in the name of Sonja Dreyer, 27,501 preferred shares are
in 1035760 Alberta Ltd, a numbered Company wholly owned by Ms Dreyer, 310 shares
held in the name of Sonja Dreyer and 950,000 of these shares are held in the
form of stock options giving Ms. Dreyer the right to purchase up to 950,000
shares for $0.07 per share until January 26, 2015.
(7) Jack (John) Thomson 293,774 Shares
18,750
preferred shares are held in the name of John Thomson and 10,024 common shares
are held in the name of Jack Thomson and 265,000 of these shares are held in the
form of stock options giving Ms. Dreyer the right to purchase up to 265,000
shares for $0.07 per share until January 26, 2015.
4
PROPOSAL
NUMBER ONE
ELECTION OF
DIRECTORS
For the
upcoming fiscal year, management of the Corporation proposes the election of six
(6) directors. Management of the Corporation does not contemplate
that any of the nominees will be unable or for any reason will be unwilling to
serve as a director The election of the
directors will be based on a plurality of votes, with the nominees receiving the
most votes becoming
members of the Board for the ensuing year. Each director will
hold office until the next annual meeting of shareholders or until his successor
is duly elected, unless he resigns or his office becomes vacant by removal,
death or other causes. The following table states the name of each of the
persons proposed to be nominated for election as director, all other positions
and offices with the Corporation now held by such person, his or her principal
occupation and the name and principal business of the person or company in which
any such employment is carried on and the year in which such person became a
director of the Corporation.
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Name
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Age
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Title
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Term
of Service
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Douglas
N. Mac Donald
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61
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Director,
President, CEO
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07/98
to present
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Robert
L. Robins
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68
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Director/V.P./Sec.
Treasurer
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07/98
to present
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Kim
Law
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42
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Director/CFO/V.P.
of Finance
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CFO/VP
- 6/99 to present
Director
– 8/02 to present
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Dr.
Roy Queen
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67
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Director
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12/98
to present
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Bernd
Reuscher
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66
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Director
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04/02
to present
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Jack
( John) Thomson
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80
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Director
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10/04
to present
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Mr. Douglas N. Mac Donald –
Chief Executive Officer,
President and Director
Mr. Mac
Donald is one of the original founders of Westsphere Asset Corporation,
Inc. Retiring in March 1995 after twenty-five (25) years of service
with the Royal Canadian Mounted Police, Mr. Mac Donald formed Mac Donald Gaming
Specialists Inc. and Mac Donald Venture Corporation. Since 1998, Mr. Mac Donald
has devoted his time to our development and the development of our subsidiary
companies. Mr. Mac Donald is presently the Corporation’s President, Chief
Executive Officer (“CEO”) and a member of the Board of Directors.
Mr. Robert L. Robins – Vice President and
Director
Mr.
Robins retired as a member of the Calgary Police Service in 1991 after serving
in the Homicide and Criminal Intelligence Units. Prior to his employment with
the Police Service, Mr. Robins was a member of the Canadian Armed Forces serving
with U.N. Peace Keeping in the Middle East and NATO in Europe. After retiring
from the Police Service, Mr. Robins was employed by Alberta Family & Social
Services Fraud Investigation. Mr. Robins has a total of thirty-eight (38) years
of experience in various levels of government, including federal, provincial and
municipal. Mr. Robins acts the Corporation’s Vice President and
Director of Security and Compliance.
Dr. Roy Queen, B.A., D.M.D., M.S.C.,
M.R.C.D. – Director
Dr. Roy
Queen graduated with a Doctor of Medical Dentistry (D.M.D.) and a Master's
Degree in Biological Science (M.S.C.) from the University of Manitoba. He has
established a successful practice in Clinical Orthodontics in Kamloops, British
Columbia and became a Fellow of the Royal College of Dentistry (M.R.C.D.) Dr.
Queen has acted as an officer and director of several publicly traded companies
and has been a member of the Corporation’s Board of Directors since December
2008.
5
Bernd Reuscher – Director
On April
30, 2002, Mr. Reuscher joined our Board of Directors. Mr. Reuscher
was employed for twenty (20) years by Siemens AG, one of the largest German
multi-national companies. During his employment with Siemens AG, Mr. Reuscher
held several senior executive positions in Europe, South America and Southeast
Asia. Since 1994, Mr. Reuscher has been involved in the ownership and management
of several private Canadian corporations in the areas of fast food franchising,
fast food processing, land development, design and construction of high-end
apartment buildings, corporate registries services and research and design of
environmental products. Mr. Reuscher graduated in 1973 with an Engineering
Degree in Telecommunications in Hamburg, Germany and is currently Counsel
General of Germany for Alberta and a University of Alberta, Edmonton
Senator.
Mr. Kim S. Law – Chief Financial Officer, Vice
President of Finance and Director
Mr. Law
has acted as our Chief Financial Officer, Vice President of Finance and Director
since May, 2000. Mr. Law has been instrumental in establishing our financial
controls and those of our subsidiary companies. From July 1999 to April 2000,
Mr. Law was the Vice President of Finance of Kan-Can Resorts Ltd., a property
development corporation. In the nine (9) years prior, Mr. Law was a controller
in the hospitality and resort industry. Mr. Law graduated in 2007
with a Bachelor of Applied Business Administration – Accounting &
Information Technology Major and a Certified General Accountant designation in
Calgary, Alberta, Canada and has acted as a Corporate Director since
2002.
Mr. Jack (John) Thomson –
Director
Mr.
Thomson joined the Corporation’s Board of Directors on October 23,
2004. Mr. Thomson served in the Canadian military from 1943 to 1978
and retired with a rank of Colonel. From 1978 to 1983, he was
Vice-President and co-owner of the Seattle based automobile dealership, Auburn
Lincoln Mercury Inc. During this same period, Mr. Thomson was
President and CEO of Auburn Import Export as well as Auburn
Electronics. In 1983, Mr. Thomson returned to Canada and became the
CEO and Chief Operating Officer of International Tempest Corporation, a company
which provides electronic security sensing devices. From 1986 to 1990, Mr.
Thomson acted as an Executive Director of the Canadian Red Cross Society in
Kingston and District Branch.
Presently,
Mr. Thomson is the President, CEO of Cedar Island Sales and Service Ltd., an
electronic gaming and lottery corporation and is an active member of the Board
of Directors of the "Break Open Ticket Program Management
Alliance". He is currently the Chairman of the "Ethics and Education"
committee. From 1989 to 1995, Mr. Thomson served as Vice-Chairman of
the Board of Directors of the Canadian Forces "Communication Museum" and later
served as its Chairman and CEO. From 1994 to 1986, Mr. Thomson also served on
the Board of Directors of the Canadian Red Cross Kingston Ontario
Division.
In an
election of directors, that number of candidates equalling the number of
directors to be elected having the highest number of votes cast in favour of
their election, are elected to the Board of Directors of the Corporation (the
“Board of Directors”), provided a quorum is present. Votes may be
cast or withheld with respect to the Proposal to elect each of the six (6)
members of the Board of Directors for terms expiring at the Corporation’s Annual
Meeting of Shareholders in 2010. Votes that are withheld will be
counted toward a quorum, but will be excluded entirely from the tabulation for
such Proposal and, therefore, will not affect the outcome of the vote on such
Proposal.
6
Record
holders of our common stock may cast one (1) vote for each director nominated
for office and one vote for each other Proposal for each share held of record at
the close of business on February 15, 2010.All of the holders of the
Corporation’s Preferred Stock have given to the Board of Directors proxies to
vote their shares at all meetings of shareholders which will be voted by a Board
appointed member. Approval of the matters before the meeting requires
the affirmative vote of a majority of the votes cast by shareholders present at
the meeting in person or by proxy.
7
SECTION
16 OF THE SECURITIES EXCHANGE ACT COMPLIANCE
The
following represents each person who did file, on a timely basis, reports
required by Section 16(a) of the Exchange Act during the most recent fiscal year
or prior fiscal years:
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Name
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Reporting Person
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Form
3/# of transactions
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Form
4/#
of transactions
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Form5/#
of transactions
|
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Douglas
Mac Donald
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Chief
Executive Officer, President and Member of the Board of
Directors
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N/A
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N/A
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N/A
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Robert
Robins
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Vice
President, Sec., Treasurer and member of the Board of
Directors
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N/A
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1
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N/A
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Sonja
Dreyer
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Vice
President of Administration
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N/A
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N/A
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N/A
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Kim
Law
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Vice
President of Finance and member of the Board of Directors
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N/A
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N/A
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N/A
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Bernd
Reuscher
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Member
of the Board of Directors
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N/A
|
N/A
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N/A
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Dr.
Roy Queen
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Member
of Board of Directors
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N/A
|
N/A
|
N/A
|
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Jack
Thomson
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Member
of Board of Directors
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N/A
|
N/A
|
N/A
|
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Cash
Compensation
The
following table sets for the compensation paid by the Corporation for all
services provided during the fiscal year ended December 31, 2009, to the
Corporation’s President, Douglas Mac Donald. No other executive
officers of the Corporation earned more than $100,000.00 during any fiscal
year.
The
following table provides information regarding the compensation of the
Corporation's chief executive officer during the last three (3)
years. Since none of the Corporation's more highly compensated
executive officers other than the Chief Executive Officer have a total annual
salary in excess of $100,000, no information regarding their salary is
provided.
SUMMARY
COMPENSATION TABLE OF EXECUTIVES
|
Name
and Principal Position
|
Year
|
Salary
|
|
Douglas
N. Mac Donald*1
President/CEO/Director
|
2007
2008
2009
|
$94,937
$84,293
$97,199
|
*1 - Mr.
Mac Donald receives compensation under a contract agreement through his
corporation, Mac Donald and Associates Gaming Specialists Inc.
8
Compensation
Pursuant to Management Contracts
Douglas
N. Mac Donald, President/CEO
Effective
April 1, 2004, Mac Donald & Associates Gaming Specialists Inc. received
$80,046 per annum payable monthly related to the ongoing management of
Westsphere Asset Corporation, Inc. subsidiary companies. The
contracts allowed for automatic renewal every six (6) months subject only to any
defaults by Mr. Mac Donald of the terms of the contract. The contract
also provides for a six (6) month severance package.
In
addition, effective April 1, 2004, Douglas Mac Donald received $17,153 per annum
payable monthly as President and Chief Executive Officer of Westsphere Asset
Corporation, Inc. The contract allows for an automatic renewal every
six (6) months subject only to any defaults by Mr. Mac Donald of the terms of
the contract. The contract also provided for a six (6) month
severance package.
Kim
Law, VP Finance/CFO
Effective
March 1, 2007, Mr. Kim Law received $99,486 per annum
payable monthly. The contract allows for an automatic renewal every
six (6) months subject only to any defaults by Mr. Law of the terms of the
contract. The contract also provided for a six (6) month severance
package.
Sonja
Dreyer, VP Administration/ Executive Assistant to the Board of
Directors
Effective
July 1, 2005, Ms. Sonja Dreyer received $60,035 per annum payable
monthly. The contract allows for an automatic renewal every six (6)
months subject only to any defaults by Ms. Dreyer of the terms of the
contract. The contract also provided for a six (6) month severance
package.
Other Compensation - None; no
stock appreciation rights or warrants exist.
Compensation
of Directors
In fiscal
year 2009 Robins Nest Holdings Ltd. a company which Director Robert L. Robins,
is a shareholder received contract fees of $12,388 as compensation
for services related to Corporate Security and Governance.
Directors
Douglas N. Mac Donald and Kim Law received compensation as set out
above. The Corporation did not pay any compensation for services
provided by any other member of the Board of Directors during the fiscal year
ended December 31, 2009.
Termination
of Employment and Change of Control Arrangements
None.
Key
Employees Incentive Stock Option Plan (The following shares and prices are post
reverse split of 20 to 1)
Options granted in year 2009 -
Expiring in 2015
|
Employee
|
Option Granted
|
Exercise Price
|
|
Douglas
N. Mac Donald
|
1,250,000
|
$0.07
|
|
Robert
L. Robins
|
600,000
|
$0.07
|
|
Kim
Law
|
725,000
|
$0.07
|
|
Sonja
Dreyer
|
950,000
|
$0.07
|
Options granted in 2002- end date to be determined by the Board of Directors
|
Employee
|
Option Granted
|
Exercise Price
|
|
Douglas
N. Mac Donald
|
24,525
|
$0.70
|
|
Robert
L. Robins
|
10,000
|
$0.70
|
Robert
Robins has exercised 10,025 common shares of his 2002 option to purchase shares
of the Corporation’s common stock on March 8, 2007. Therefore, Robert Robins has
10,000 share options remaining at $0.70 per share.
9
INTEREST
OF INSIDERS IN MATERIAL TRANSACTIONS
To the
knowledge of the Corporation, no director, officer, proposed nominee for
election as a director of the Corporation, any associate or affiliate of said
persons has any material interest in a transaction having been concluded since
the commencement of the Corporation’s last two (2) fiscal years or has an
interest in any proposed transaction which has materially affected or would
materially affect the Corporation or any of its subsidiaries.
The
Corporation does not have an audit committee nor does it have a nomination
Committee.
There was
one (1) meetings of the Board of Directors held in the fiscal year of 2009,
December 12, 2009 and all Directors attended via a telephone
conference.
PROPOSAL
NUMBER TWO
APPOINTMENT OF
AUDITORS
At the
Meeting, the shareholders will be asked to approve an ordinary resolution to
appoint qualified auditors Cordovano and Honeck LLP as the U.S. auditors of the
Corporation, for the fiscal year ending December 31, 2009 and to authorize the
directors to fix their remuneration.
A
majority of the votes cast must be in favour of this resolution in order for it
to be approved.
It is not
expected that any representative of Cordovano and Honeck LLP
will be present at the meeting, and thus, they will not be available to make a
statement at the meeting or to respond to questions from the
shareholders.
PROPOSAL
NUMBER THREE
APPOINTMENT OF
AUDITORS
At the
Meeting, the shareholders will be asked to approve an ordinary resolution to
appoint Sam Yeung as the Canadian auditor for the Corporation for the next year
and to authorize the directors to fix their remuneration.
A
majority of the votes cast must be in favour of this resolution in order for it
to be approved.
Sam Yeung
has been the Corporation’s auditors since December 1999.
It is not
expected that any representative of Sam Yeung will be present at the meeting,
and thus, they will not be available to make a statement at the meeting or to
respond to questions from the shareholders.
10
Audit
Fees
The
aggregate fees billed for each of the last two (2) fiscal years for professional
services rendered by the auditors , which are Certified Public Accountants for
the audit of the Corporation’s annual financial statements and review of
financial statements included in its Form 10-QSB quarterly reports and services
has been provided by Cordovano and Honeck LLP, Certified Public
Accountants, in connection with statutory and regulatory filings or
engagements were $25,770 for the fiscal year ended 2008 and $40,000 for the
fiscal year ended 2009.
Audit-Related
Fees
There
were no fees for other audit-related services for the fiscal years ended 2008
and 2009.
Tax
Fees
There
were no fees for tax compliance, tax advice, and tax planning for the fiscal
years ended 2008 and 2009.
All
Other Fees
There
were no other aggregate fees billed in either of the last two (2) fiscal years
for products and services provided by Cordovano and Honeck LLP Certified Public
Accountants, other than the services reported above.
PROPOSAL
NUMBER FOUR
AUTHORIZATION OF NAME
CHANGE
At the
Meeting, the shareholders will be asked to approve a resolution to authorize the
Board of Directors to change the Corporation’s name from Westsphere Asset
Corporation, Inc. to E-Debit Inc. or such other similar name approved by the
Board of Directors. This is proposed to better reflect the Company’s
business plan of developing the E-Debit business going forward.
A
majority of the votes cast must be in favour of this resolution in order for it
to be approved
PROPOSAL
NUMBER FIVE
AUTHORIZATION OF STOCK OPTION
PLAN
To
approve a stock option plan for the members of the Board of Directors for a
total number of shares to be offered in the option plan to represent no more
than six (6%) percent of the total amount of common shares issued by the
Corporation on the date the stock option is granted to the Directors; and the
stock option price will be equal to the highest daily trading price of the
Corporations Stock listed for trading on the date the Stock Option is
issued.
A
majority of the votes cast must be in favour of this resolution in order for it
to be approved.
11
| NEW PLAN BENEFITS | |||
| Directors Compensation | |||
|
POSITION
|
NAME
|
DOLLAR VALUE
|
NUMBER OF UNITS
|
|
CEO-Director
|
Douglas
Mac Donald
|
To
be determined at time of issuance
|
To
be determined at time of issuance
|
|
Director
|
Robert
Robins
|
To
be determined at time of issuance
|
To
be determined at time of issuance
|
|
Director
|
Kim
Law
|
To
be determined at time of issuance
|
To
be determined at time of issuance
|
|
Director
|
John
Thomson
|
To
be determined at time of issuance
|
To
be determined at time of issuance
|
|
Director
|
Bernd
Reuscher
|
To
be determined at time of issuance
|
To
be determined at time of issuance
|
|
Director
|
Dr.
Roy Queen
|
To
be determined at time of issuance
|
To
be determined at time of issuance
|
AVAILABILITY OF DISCLOSURE DOCUMENTS
Copies of
the Corporation’s Annual Report (including audited financial statements and
management’s discussion and analysis) and this Information Statement may be
obtained on request from the Secretary of the Corporation. The Corporation may
require the payment of a reasonable charge when the request is made by someone
other than a shareholder. Only one (1) annual report and information statement
will be delivered by the Corporation to multiple security holders sharing the
same address unless the Corporation receives contrary instructions from one (1)
or more of the security holders. Upon receipt of a written or oral
request, the Corporation shall cause to be delivered, a separate copy of its
Annual Report and this Information Statement to a security holder at a shared
address to which a single copy of the documents was delivered and instructions
as to how a security holder can notify the Corporation that the security holder
wishes to receive a separate copy of an Annual Report or Information
Statement. Security holders can direct notification to the
Corporation that the security holder wishes to receive a separate Annual Report
and/or Information Statement in the future by calling (403)
290-0264. Security holders sharing an address can request delivery of
a single copy of Annual Reports and/or Information Statements if they are
receiving multiple copies of such documents by calling the same telephone
number. Security holders can direct notification to the Corporation that the
security holder wishes to receive the Annual Report and/or Information Statement
in the future via the secure website by contacting Sonja Dreyer at www.westsphereasset.com-
via fax 403-290-1266 via e-mail Sonja@westsphereasset.com
or calling (403) 290-0264.
SHAREHOLDER
PROPOSALS
For the
next annual meeting of the shareholders of the Corporation, shareholders must
submit to the Corporation any proposal that they wish to be included in the
Corporation’s Proxy Statement and Form of Proxy no later than 12:00 hrs (noon)
December 30, 2010. The written proposal must be received at the
Corporation’s principal executive offices located at 12, 3620 – 29th
Street N.E. Calgary, Alberta, T1Y 5Z8, Attention: Sonja Dreyer
Any
notice of a shareholder proposal submitted outside the processes described above
shall be considered untimely after 12:00 hrs (noon) December 30,
2010.
12
**
IMPORTANT NOTICE **
Regarding
the Availability of Shareholder Meeting Materials
Shareholder Meeting to be
held on 03/27/2010 at 10:30A.M.
#12-3620
29th
Street N.E.
Calgary,
Alberta, Canada T1Y
5Z8
This
communication presents only an overview of the more complete Shareholder Meeting
Materials that are available to you on the Internet. We encourage you to access
and review all of the important information contained in the
materials.
MEETING MATERIALS — VIEW OR
RECEIVE
You can
choose to view the materials online or receive a paper or e-mail copy. There is
NO charge for requesting a copy. Requests, instructions and other inquiries will
NOT be forwarded to your investment advisor. To facilitate timely delivery
please make the request as instructed below on or before
03/01/2010.
HOW TO VIEW MATERIALS VIA
THE INTERNET
We are
placing the materials on our website at www.westsphereasset.com
prior to the shareholder meeting. The material that you will see on
the web site is the following;
|
i)
|
Annual
Report on Form 10-K for fiscal year ended December 31,
2008;
|
|
ii)
|
Quarterly
Report on Form 10-Q for the quarter ended: March 31,
2009;
|
|
iii)
|
Quarterly
Report on Form 10-Q for the quarter ended June 30,
2009;
|
|
iv)
|
Quarterly
Report on Form 10-Q for the quarter ended: September 30,
2009;
|
|
v)
|
Information
Statement dated February 12, 2010;
and
|
|
vi)
|
any
other information that you will be required to have for the
meeting.
|
HOW TO REQUEST A COPY OF
MATERIALS
1)
BY INTERNET - www.westsphereasset.com
2)
BY TELEPHONE - (403) 290 0264
3)
BY E-MAIL - Sonja@westsphereasset.com
#12-3620
29th
Street N.E. •
Calgary, Alberta, Canada T1Y
5Z8
Tel: (403)
290-0264 •
Fax: (403)
290-1266
Web:
www.westsphereasset.com •
Email:
Sonja@westsphereasset.com
WESTSPHERE
ASSET CORPORATION, INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of
Westsphere Asset Corporation, Inc. (the “Corporation”) will be held on March 27,
2010 at 10:30 a.m. at 12, 3620 – 29th
Street N.E. Calgary, Alberta, T1Y 5Z8 for the following purposes:
1. to
elect six (6) members of the Board of Directors for the ensuing
year;
|
2.
|
to
appoint qualified US Auditors for the Corporation and to authorize the
Directors to fix their
remuneration;
|
|
3.
|
to
appoint qualified Canadian Auditors for the Corporation and to authorize
the
Directors to fix their remuneration;
|
|
|
4.
|
to
authorize the Board of Directors to change the Corporation’s name from
Westsphere Asset Corporation, Inc. to E-Debit Inc. or such other similar
name approved by the Board of
Directors;
|
|
5.
|
to
approve a stock option plan for the members of the Board of Directors
;
|
|
6.
|
to
transact such other business as may properly be brought before the Meeting
or any adjournment thereof.
|
Please
refer to the Information Statement and related materials available at
www.westsphereasset.com.
DATED at
Calgary, Alberta this 12th day of February 2010.
BY ORDER OF THE BOARD OF
DIRECTORS
Douglas N. Mac Donald
President and Chief Executive
Officer
#12-3620
29th
Street N.E. •
Calgary, Alberta, Canada T1Y
5Z8
Tel: (403)
290-0264 •
Fax: (403)
290-1266
Web:
www.westsphereasset.com •
Email:
Sonja@westsphereasset.com