SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Preliminary Proxy Statement
/ / 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 Section 240.14a-12
ISRAMCO, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ISRAMCO, INC.
11767 Katy Freeway,
Houston, Texas 77079
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the 2006 annual meeting (the "Annual
Meeting") of the stockholders of Isramco, Inc. (the "Company") will be held at
the Company's offices at 11767 Katy Freeway, Houston, Texas, 77079, Suite 711,
on June 27, 2006 at 9:00 A.M., local time, for the following purposes:
(i) to elect five directors of the Company to hold office until the
next annual meeting of the stockholders and until their respective successors
shall have been duly elected and qualified;
(ii) to ratify the appointment of Malone Bailey, PC as the Company's
independent public accounting firm for the year ending December 31, 2006; and
(iii) to transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on May 10, 2006,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournment thereof.
If you do not expect to be personally present at the Annual Meeting but
wish your stock to be voted for the business to be transacted thereat, the Board
of Directors requests that you complete, sign and date the enclosed proxy and
promptly return it by mail in the postage paid envelope provided.
BY ORDER OF THE BOARD OF DIRECTORS
Haim Tsuff
Chairman of the Board
Chief Executive Officer
May 18, 2006
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
ISRAMCO, INC.
11767 Katy Freeway,
Houston, Texas 77079
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 27, 2006
INTRODUCTION
This Proxy Statement is being sent to stockholders of Isramco, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Company's Board of Directors (the "Board of Directors" or the
"Board") for use at the 2006 annual meeting (the "Annual Meeting") of the
Company's stockholders (the "Stockholders") to be held at the Company's offices
at 11767 Katy Freeway, Houston, Texas 77079, Suite 711, on Tuesday, June 27,
2006 at 9:00 A.M., local time, and any adjournment(s) thereof. The purposes of
the Annual Meeting are:
(i) to elect five directors of the Company to hold office until the
next annual meeting of the stockholders and until their respective successors
shall have been duly elected and qualified;
(ii) to ratify the appointment of Malone & Bailey, PC ("M&B") as the
Company's independent public accounting firm for the year ending December 31,
2006; and
(iii) to transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
If proxy cards in the accompanying form are properly executed and
returned, the shares of the Company's common stock, par value $0.001 per share
("Common Stock"), represented thereby will be voted as instructed on the proxy.
If no instructions are given, such shares will be voted (i) FOR the election as
directors of the nominees of the Board of Directors named below; (ii) FOR the
proposal to ratify the appointment of M&B as the Company's independent public
accounting firm for the year ending December 31, 2006; and (iii) in the
discretion of the proxies named in the proxy card, on any other proposals to
properly come before the Annual Meeting or any adjournment(s) thereof.
Any Stockholder returning the accompanying proxy may revoke such proxy
at any time prior to its exercise by filing with the Secretary of the Company a
duly executed proxy bearing a later date or a written instrument revoking the
proxy or by personally appearing at the Annual Meeting.
This Proxy Statement will first be mailed to stockholders on or about
May 19, 2006.
VOTING RIGHTS AND VOTING SECURITIES
All voting rights are vested exclusively in the holders of the Common
Stock. Only holders of Common Stock of record at the close of business on May
10, 2006 (the "Record Date"), will be entitled to receive notice of and to vote
at the Annual Meeting. As of the Record Date, the Company had outstanding a
total of 2,717,691 shares of Common Stock. Each holder of Common Stock is
entitled to one vote for each share held either in person or by proxy.
The holders of a majority of the issued and outstanding Common Stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting or any adjournment
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thereof. Abstentions and shares held of record by a broker which are not voted
because the broker has not received voting instructions from the beneficial
owner of the shares and either lacks or declines to exercise the authority to
vote the shares in its discretion are counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. Assuming
a quorum is present, the affirmative vote of a plurality of the shares present
in person or by proxy is required for approval of Proposal No. 1 (Election of
Directors); and the affirmative vote of a majority of the shares present in
person or by proxy is required for approval of Proposal No. 2 (Ratification of
Independent Public Accountants). Abstentions will have no effect on Proposal No.
1 and will be counted as votes against Proposal No. 2. With respect to shares of
Common Stock held in a brokerage account, the broker is entitled to vote those
shares on Proposals No. 1 and No. 2 if no instructions are received from the
beneficial owner of the shares.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of the Record
Date, concerning the ownership of the Common Stock by (a) each of the Company's
directors and Named Executive Officers (as defined under "Executive
Compensation"); and (b) all current directors, officers and significant
employees of the Company as a group.
Number of Shares Percent of
Name of Beneficial Owner (1) Beneficially Owned (2) Common Stock (2)
Haim Tsuff, Chairman and CEO 1,354,041(3) 49.82%
Jackob Maimon, President and 38,819 1.43%
Director
Doron Avraham, Vice President -- *
Yossi Levy, Israeli Branch Manager -- *
Max Pridgeon, Director -- *
Donald L. Lovell, Director -- *
Amir Mireskandari, Director -- *
All directors and
officers as a group (7 persons) 1,392,860 51.25%
* Less than 1%
(1) The address of such person is c/o Isramco, Inc., 11767 Katy
Freeway, Houston Texas.
(2) Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission (the "SEC") and generally includes voting
or investment power with respect to securities. In accordance with SEC rules,
shares of Common Stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days of the
Record Date are deemed to be beneficially owned by, and outstanding with respect
to, the holder of such option or warrant. Except as indicated by footnote, and
subject to community property laws where applicable, to the knowledge of the
Company, each person listed is believed to have sole voting and investment power
with respect to all shares of Common Stock owned by such person.
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(3) Haim Tsuff owns 100% of United Kingsway Ltd., which through YHK
General Manager Ltd., controls various entities, which may be deemed to control
the Company. The General Partner of YHK is YHK General Managers Ltd. Joseph
Tsuff (the father of Haim Tsuff) is a director of YHK General Managers Ltd. YHK
owns of record approximately 42.4% of Equital Ltd. (formerly known as Pass-port
Ltd.), Equital Ltd. owns approximately 33% of J.O.E.L. - Jerusalem Oil
Exploration Ltd. (JOEL), JOEL owns approximately 85.4% of Naphtha Israel
Petroleum Corp, Ltd. ("Naphtha"), which holds 100% of Naphtha Holdings Ltd. JOEL
also owns approximately 8.2% of the shares of Equital Ltd. Naphtha Holdings Ltd.
owns of record approximately 48.39% of the issued and outstanding Common Stock.
Information regarding these relationships is set forth in Schedule 13D
filings and amendments made thereto made on behalf of the above entities, which
are on file with the SEC. As a result of the foregoing, Haim Tsuff, Kingsway,
YHK, Equital Ltd., JOEL, Naphtha and Naphtha Holdings Ltd. may be deemed to
control the Company.
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by,
or paid, for all services rendered to the Company during the Company's fiscal
years ended December 31, 2005, 2004 and 2003 by the Company's Chief Executive
Officer and the most highly compensated executive officers and key employees of
the Company whose total annual salaries and bonuses exceeded $100,000 for the
year ended December 31, 2005 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Name and Other Annual Underlying
Principal Position Year Salary($) Bonus($) Compensation($) Options(#)(1)
Haim Tsuff 2005 240,000 150,000 -- --
Chairman of the Board 2004 240,000 150,000 -- --
and Chief Executive 2003 240,000 125,000 -- --
Officer
Jackob Maimon 2005 240,000 150,000 -- --
President 2004 240,000 -- -- --
2003 240,000 125,000 -- --
Doron Avraham 2005 180,000 75,000 -- --
Vice President (1) 2004 180,000 -- -- --
2003 -- -- -- --
Joshua Folkman 2005 101,000 -- -- --
Exploration Manager 2004 101,000 -- -- --
Branch Office 2003 101,000 -- -- --
(1) Mr. Avraham commenced his employment with the Company in December 2003.
OPTIONS GRANTED IN 2005
None of the Named Executive Officers were granted any options during
the year ended December 31, 2005.
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AGGREGATED OPTION EXERCISES IN 2005 AND 2005 YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Shares Options at in-the-Money Options
Acquired on Value December 31, 2005(#) at December 31, 2005($)(2)
Name Exercise (#) Realized ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
Haim Tsuff 38,919 208,606 0 / 0 0 / 0
Jackob Maimon 38,919 208,606 0 / 0 0 / 0
Doron Avraham -- -- 0 / 0 0 / 0
Yossi Levy -- -- 0 / 0 0 / 0
Joshua Folkman -- -- 2000 / 0 0 / 0
(1) Based upon the difference between the exercise price of such options and the
closing price of the Common Stock ($9.64) on March 23, 2005 as reported on The
NASDAQ Capital Market.
(2) Based upon the difference between the exercise price of such options and the
closing price of the Common Stock ($15.07) on December 30, 2005 as reported on
The NASDAQ Capital Market.
EMPLOYMENT/CONSULTING AGREEMENTS
In May 1996 the Company entered into a consulting agreement with
Goodrich Global L.T.D. B.V.I., a company owned and controlled by Haim Tsuff, the
Company's Chairman of the Board of Directors and Chief Executive Officer. This
agreement was amended in April 1997. Pursuant to this consulting agreement, the
Company pays to the consultant $240,000 per annum in installments of $20,000 per
month in addition to reimbursing the consultant for all reasonable expenses
incurred in connection with services rendered on behalf of the Company. The
agreement continues in effect through May 31, 2008 and contains certain
customary confidentiality and non-compete provisions. If the consulting
agreement is terminated by the Company other than for cause, then the consultant
is entitled to receive the equivalent of payments due through the remaining term
of the agreement.
In November 1999 the Company entered into a consulting agreement with
Worldtech Inc., a Mauritius company of which Jackob Maimon, the President of the
Company, is a director. Pursuant to this consulting agreement the Company pays
the consultant $240,000 per annum in installments of $20,000 per month, in
addition to reimbursing the consultant for all reasonable business expenses
incurred in connection with the services rendered on behalf of the Company. The
agreement continues in effect through May 31, 2008 and contains certain
customary confidentiality and non-compete provisions. If the consulting
agreement is terminated by the Company other than for cause, then the consultant
is entitled to receive the equivalent of payments due through the remaining term
of the agreement.
In December 2003 the Company entered into an employment agreement with
Doron Avraham, its Vice President. Pursuant to this employment agreement the
Company pays Mr. Avraham a salary of $180,000 per annum in installments of
$15,000 per month, in addition to reimbursing him for all reasonable business
expenses incurred in connection with the performance of services on behalf of
the Company. The agreement continues in effect through November 30, 2007 and
contains certain customary confidentiality and non-compete provisions. If the
employment agreement is terminated by the Company
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other than for cause, then Mr. Avraham is entitled to receive the equivalent of
payments due through the remaining term of the agreement.
In July 1988 the Company entered into an employment agreement with
Joshua Folkman, its Explorations Manager. Pursuant to this employment agreement
(as amended from time to time ) the Company pays Mr. Folkman an annual salary of
$101,000. If the employment agreement is terminated by the Company other than
for cause, then Mr. Folkman is entitled to one lump sum payment of $69,000.
INFORMATION RELATING TO EXECUTIVE OFFICERS WHO ARE NOT DIRECTOR NOMINEES
The following individuals are not directors or director nominees, but
serve as executive officers of the Company or its subsidiaries.
NAME AGE POSITION
Doron Avraham 31 Vice President
Yossi Levy 54 Branch Manager, Israel Branch
Dr. Joshua Folkman 65 Exploration - Manager, Branch Office
Doron Avraham was appointed to the position of Vice President as of
December 9, 2003. Until his employment with the Company, Mr. Avraham was Vice
President of Operations of Silverled Ltd., an European based company primarily
engaged in the field of asset management where he supervised operations control,
business development and strategy and operations, a position he held from
November 2001. Mr. Avraham received a BA in Economics and Business Management
from Tel Aviv University in March 2001.
Yossi Levy has been Branch Manager of the Company's Branch Office in
Israel since August 1996. Since 1988 Mr. Levy has held the position of General
Manager of Naphtha - Israel Petroleum Corp. Ltd. (Naphtha), a public company
primarily engaged in the oil and gas business in Israel. Since January 1, 2002,
Mr. Levy has been the general manager of J.O.E.L. - Jerusalem Oil Exploration
Ltd. (JOEL), the parent company of Naphtha.
Dr. Joshua Folkman has been Exploration Manager of the Company's Israel
branch office since 1987.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2005 and 2004, the Company paid Naphtha, respectively, $235,000
and $228,000 in respect of office services for its Israeli Branch office. Mr.
Haim Tsuff, the Company's Chairman and Chief Executive Officer, may be deemed to
control Naphtha.
The Company paid Equital Ltd. $148,375 consulting fee for Isramco's
projects in US and in Israel .Equital is company controlled by Haim Tsuff, the
chairman of the Board and Chief Executive Officer of the Company.
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On January 1, 2001 the Company retained the services of I.O.C. - Israel
Oil Company Ltd. ("I.O.C.") in connection with the operation of Jay Petroleum
LLC and Jay Management Company LLC (wholly owned subsidiaries of the Company).
In consideration thereof, the Company paid I.O.C. $120,000 for each of 2005 and
2004. Mr. Haim Tsuff, the Company's Chairman and Chief Executive Officer, may be
deemed to control I.O.C.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers, directors and persons
who beneficially own more than 10% of a registered class of the Company's equity
securities (collectively, the "Reporting Persons") to file certain reports
regarding ownership of, and transactions in, the Company's securities with the
Securities and Exchange Commission (the "SEC"). These officers, directors and
stockholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) reports that they file with the SEC.
Based solely on review of the copies of such forms received by the
Company with respect to 2005, the Company believes that all of the filing
obligations of officers, directors and 10% stockholders under Section 16 (a)
during 2005 have been complied with.
PERFORMANCE GRAPH
The following graph compares the yearly percentage of change in the
Company's cumulative stockholder return on its Common Stock (assuming
reinvestment of dividends at date of payment into Common Stock) to the
cumulative total return on the NASDAQ Market Index ("NASDAQ Index") and the
cumulative total return on the GICS (Global Industry Classification Standard)
Standard & Poor's Oil & Gas Exploration and Production Index ("Peer Index") for
the period of five years commencing on December 31, 2000 and ending on December
31, 2005. The graph assumes that $100 was invested on December 31, 2000 in the
common stock of the Company, The NASDAQ Index and Peer Index, and further
assumes no payment or reinvestment of dividends. The stock price performance on
the following graph is not necessarily indicative of future stock price
performance.
The graph shall not be deemed filed or incorporated by reference into
any filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporates this
graph by reference.
PEER
YEAR NASDAQ INDEX COMPANY
$ $ $
12/31/00 100.00 100.00 100.00
12/31/01 60.55 107.50 78.94
12/31/02 42.39 116.87 54.06
12/31/03 95.80 151.31 81.09
12/31/04 81.36 194.00 88.05
12/31/05 234.00 269.28 89.26
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of five (5)
members. The persons named below have been nominated by the Board of Directors
for election to hold office until the next annual meeting and until their
successors are elected and have been qualified.
It is the intention of the persons named in the accompanying proxy to
vote FOR the election of the persons named below as directors of the Company,
unless authority to do so is withheld. Proxies cannot be voted for a greater
number of persons than the nominees named. If events not now known or
anticipated make any of the nominees unwilling or unable to serve, the proxies
will be voted (in the discretion of the holders of such proxies) for other
nominees not named herein in lieu of those unwilling or unable to serve. The
Board of Directors is not aware of any circumstances likely to cause any nominee
to become unavailable for election.
NAME AGE POSITION
Haim Tsuff 49 Chairman of the Board, Chief Executive
Officer and Director
Jackob Maimon 50 President, Director
Max Pridgeon 38 Director
Donald D. Lovell 73 Director
Amir Mireskandari 37 Director
Haim Tsuff has been a director of the Company since January 1996 and
the Chairman of the Board of Directors and Chief Executive Officer since May
1996. Mr. Tsuff is the sole director and owner of United Kingsway Ltd. and
Chairman of YHK General Manager Ltd. (which entity effectively controls Equital
Ltd., JOEL, Naphtha and Naphtha Holdings Ltd.) and may be deemed to control the
Company.
Jackob Maimon has been President of the Company since November 1999.
Mr. Maimon is the Chairman of the Board of Directors of Naphtha Israel Petroleum
Corporation Ltd. ("Naphtha"), an Israeli entity, which holds indirectly through
Naphtha Holdings, Ltd., another Israeli entity, approximately 48.4% of the
issued and outstanding stock of the Company. Mr. Maimon has held the position at
Naphtha since August 1996.
Max Pridgeon has been a director of the Company since April 2001. Since
December 2002, Mr. Pridgeon has served as a director and executive officer of
Griffin Decorations, a business which he founded. From March 1995 through
December 2002, he served as director of MAXIM Wholesale and Marketing Co., a
company which he founded. Concurrently, from February 1999, Mr. Pridgeon has
also served as a manager of sales for Europe and the Middle East for Blenfin XI,
Netherlands, a company that engages in the distribution of wooden picture
frames. From April 1996 through January 1999, Mr. Pridgeon served as a property
acquisitions consultant to M.A. Realistic Estate, Netherlands, a company engaged
in the ownership and management of hotels in the Netherlands. From September
1989 through March 1995, Mr. Pridgeon served as account manager and then export
manager at VERNO Holland, a company engaged in the marketing and distribution of
oil paintings.
Donald D. Lovell has been a director since March 2004. Mr. Lovell, a
certified public accountant,
8
has been in private practice in Houston, Texas since 1984, focusing on advising
emerging and medium sized businesses and providing tax planning.
Amir Mireskandari has been a director since August 2004. Since
September 1995 Mr. Mireskandari has been employed as a Financial and Operations
Principal at the Lugano Group where he is responsible for financial analysis.
The Lugano Group is a New Orleans based broker-dealer and consulting firm. Prior
to his association with the Lugano Group, from 1991 to 1993, Mr. Mireskandari
worked as an Investment Analyst at the International Finance Corporation (IFC)
in Washington D.C. In the past, Mr. Mireskandari was also retained as an advisor
on privatization to the Ministry of Mines and Heavy industry of the Kingdom of
Morocco to conduct a competitive study of the private sector.
All officers serve until the next annual meeting of directors and until
their successors are elected and qualified. There are no family relationships
between any of the above director nominees, and there is no arrangement or
understanding between any of the above director nominees and any other person
pursuant to which he was selected as a director nominee.
DIRECTOR COMPENSATION
During 2005, directors who are not employees of the Company were paid a
fee of $750 for each meeting of the Board that they attend (whether in person or
by telephone).
INFORMATION ABOUT THE BOARD OF DIRECTORS
INDEPENDENCE AND MEETINGS
During the fiscal year ended December 31, 2005, the Board met once and
acted by unanimous written consent on nine occasions. During the fiscal year
ended December 31, 2005, each Board member attended 75% or more of the aggregate
of the meetings of the Board and of the committees on which he served, held
during the period for which he was a director or committee member, respectively.
The Board does not have a formal policy with respect to Board members
attendance at annual stockholder meetings, though it encourages directors to
attend such meetings.
BOARD COMMITTEES
The Board of Directors has established three standing committees: the
audit committee (the "Audit Committee"); the compensation committee (the
"Compensation Committee"); and the nominating committee (the "Nominating
Committee").
AUDIT COMMITTEE
The members of the Audit Committee are Max Pridgeon, Donald D. Lovell
and Amir Mireskandari. The Board of Directors has determined that each of
Messrs. Pridgeon, Lovell and Mireskandari meet the independence criteria set out
in Rule 4200(a)(14) of the Marketplace Rules of the National Association of
Securities Dealers ("NASD"). Mr. Lovell is the chairman of the Audit Committee.
The Board has determined that Mr. Lovell is an "audit committee financial
expert" as defined by the rules of the SEC. The Audit Committee met five times
in 2005.
The Board has adopted a charter governing the duties and
responsibilities of the Audit Committee. A copy of the Audit Committee charter
was attached to the Company's definitive proxy statement that was filed on April
29, 2004 in connection with the Company's 2004 annual meeting. The principal
function of the Audit Committee is to assist the Board in its oversight
responsibilities relating to the
9
financial accounting, reporting and controls. The Audit Committee monitors and
evaluates periodic reviews of the adequacy of the accounting and financial
reporting processes and systems of internal control that are conducted by senior
management and the independent auditors, is directly responsible for the
appointment, compensation and oversight of the work of the Company's independent
auditors, reviews and evaluates the qualifications, independence and performance
of the independent auditors, monitors the Company's compliance with legal and
regulatory requirements, monitors the performance of internal audit function and
facilitates communication among independent auditors, senior management and the
Board.
THE NOMINATING COMMITTEE
In April 2004, the Board of Directors formed the Nominating Committee
to address Board development matters. The current members of the Nominating
Committee are Donald D. Lovell and Max Pridgeon. The Board of Directors has
determined that Messrs. Lovell and Pridgeon meet the independence criteria set
out in the NASD's Marketplace Rule 4200(a)(14). Mr. Lovell is the Chairman of
the Nominating Committee. The Nominating Committee did not meet in 2005. The
Board has adopted a charter governing the duties and responsibilities of the
Nominating Committee and a copy of such charter is attached as an exhibit to the
Company's definitive proxy statement on Schedule 14-A that was filed with the
Securities and Exchange Commission on April 29, 2004 in connection with the
Company 2004 annual meeting of its stockholders.
The Nominating Committee will consider candidates that are nominated by
its stockholders. The name, together with the business experience and other
relevant background information of a candidate, should be sent to the Chairman
of the Board who will then forward such information to the Nominating Committee
for its review and consideration. The process for determining whether to
nominate a director candidate put forth by a stockholder is the same as that
used for reviewing candidates submitted by directors. Other than candidates
submitted by its directors and executive officers, the Company has never
received a proposed candidate for nomination from any security holder that
beneficially owned more than 5% of the Common Stock.
COMPENSATION COMMITTEE
In April 2004, the Board of Directors formed the Compensation
Committee, which is responsible for reviewing the compensation arrangements in
effect for the Company's executive officers. The Compensation Committee
currently consists of Donald D. Lovell and Max Pridgeon. The Board of Directors
has determined that Messrs. Lovell and Pridgeon meet the independence criteria
set out in the NASD's Marketplace Rule 4200(a)(14). Mr. Pridgeon is the Chairman
of the Compensation Committee. The Compensation Committee did not in 2005 but
acted by unanimous written consent on one occasion.
The principal functions of the Compensation Committee are to review the
Company's incentive compensation programs for executive officers and approve the
annual compensation for executive officers.
CODE OF BUSINESS ETHICS AND CONDUCT
The Company has adopted a Code of Business Ethics and Conduct (the
"Code of Conduct") that applies to all of its employees. A copy of the Code of
Conduct has been filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 2005. If the Company makes any substantive
amendment to the Code of Conduct or grants any waiver from a provision of the
Code of Conduct to any executive officer or director, the Company will promptly
disclose the nature of the amendment or waiver.
10
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Although the Company does not have formal procedures for stockholder
communication with the Board of Directors, stockholders of the Company are
encouraged to communicate directly with the members of the Board. Persons
interested in communicating their concerns or issues to the independent
directors may address correspondence to a particular director, or to the
independent directors generally in care of the Chief Executive Officer and
Chairman of the Board, Mr. Haim Tsuff. If no particular director is named,
letters will be forwarded, depending on the subject matter, to the Chairman of
the Audit Committee. Company personnel will not screen or edit such
communications and will forward them directly to the intended member of the
Board.
REPORT OF THE AUDIT COMMITTEE
The following report of the Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any other of the Company's filings under the Securities Act of 1933 or
under the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporate this report by reference.
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended December 31,
2005, which include the consolidated balance sheets of the Company as of
December 31, 2005 and 2004, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 2005 and the notes thereto.
REVIEW WITH MANAGEMENT. The Audit Committee has reviewed and discussed
the Company's audited financial statements with management.
REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS. The Audit
Committee has discussed with M&B, the Company's independent accountants, the
matters required to be discussed by SAS 61 (Codification of Statements on
Accounting Standards) that includes, among other items, matters related to the
conduct of the audit of the Company's financial statements. The Audit Committee
has also received disclosures and the letter from Mann required by Independence
Standards Board Standard No. 1 (that relates to the accountant's independence
from the Company and its related entities) and has discussed with the auditors
its independence from the Company.
CONCLUSION. Based on the review and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2005.
Dated: April 30, 2006
AUDIT COMMITTEE
MAX PRIDGEON
DONALD D. LOVELL
AMIR MIRESKANDARI
11
REPORT OF THE COMPENSATION COMMITTEE
The following report of the Compensation Committee is provided solely
to the stockholders of the Company pursuant to the requirements of Schedule 14A
promulgated under the Securities Exchange Act of 1934, and shall not be deemed
to be "filed" with the SEC for the purpose of establishing statutory liability.
Unless otherwise specifically incorporated by reference, this report shall not
be deemed to be incorporated by reference in any document previously or
subsequently filed with the SEC that incorporates by reference all or any
portion of this Proxy Statement.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive compensation policy is designed with the goals
of ensuring that an appropriate relationship exists between executive pay and
corporate performance, while at the same time motivating and retaining highly
qualified executive officers, and providing total compensation that is
competitive with companies in comparable industries or other companies of
comparable size, growth and performance.
EXECUTIVE COMPENSATION COMPONENTS
The key components of the Company's compensation program are base
salary, eligibility for annual incentive bonus awards and equity participation
in the form of stock options. Executive officers are also entitled to customary
benefits generally available to all Company employees.
CHIEF EXECUTIVE OFFICER COMPENSATION
During 2005, Mr. Tsuff's, annual salary was $240,000, the same level it
has been since 2001. The base salary for Mr. Tsuff was fixed with reference to
his experience, responsibilities and performance and the competitive
marketplace. The appropriate level of bonuses and increases for the Chief
Executive Officer, if any, will be based in large part on Company performance.
COMPENSATION COMMITTEE
DONALD D. LOVELL
MAX PRIDGEON
April 30, 2006
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF
THE NOMINEES TO THE BOARD OF DIRECTORS.
12
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF MALONE & BAILEY, PC
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2006
The Audit Committee has selected Malone & Bailey, PC ("M&B") as the
Company's independent public accounting firm for the year ending December 31,
2006. The Board has directed that such appointment be submitted for ratification
by the shareholders at the Annual Meeting.
On January 20, 2005, the Audit Committee accepted the resignation of
UHY - Mann Frankfort Stein & Lipp CPAS, LLP ("UHY LLP") (formerly Mann Frankfort
Stein & Lipp CPAS, L.L.P.) as the Company's independent accountants. Concurrent
with UHY LLP's resignation, the Audit Committee appointed M&B as the independent
accounting firm to audit the financial statements of the Company for the year
ended December 31, 2004.
The reports by UHY LLP with respect to the Company's financial
statements for each of the years ended December 31, 2002 and 2003 did not
contain any adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. During the
fiscal years ended December 31, 2002 and 2003 and during the subsequent interim
period, there were no disagreements between the Company and UHY LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of UHY
LLP, would have caused it to make reference to the subject matter thereof in
connection with its reports.
During the fiscal years ended December 31, 2002 and 2003 and through
the date of their resignation, UHY LLP did not advise the Company with respect
to any matters described in paragraphs (a)(1)(v)(A) through (D) of Item 304 of
Regulation S-K.
During the fiscal years ended December 31, 2002 and 2003 and through
the date of their appointment, the Company did not consult with M&B regarding
either (i) the application of accounting principles to a specified transaction,
either completed or proposed; (ii) the type of audit opinion that might be
rendered on the Company's financial statements; (iii) any matter that was either
the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K)
or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
It is anticipated that a member of M&B will be present at the Annual
Meeting and will be available to respond to questions.
If the Stockholders do not ratify the selection of M&B as the Company's
independent public accounting firm for the year ending December 31, 2006, the
Audit Committee will reconsider the appointment. However, even if the
Stockholders do ratify the selection, the Audit Committee may still appoint a
new independent public accounting firm at any time during the year if it
believes that such a change would be in the best interests of Company and its
stockholders.
FEES
The following table presents fees for professional audit services
rendered by M&B for the audit of the Company's annual financial statements for
fiscal years 2005 and 2004 and fees billed for other services rendered during
2005 and 2004.
13
Type of Service/Fee Fiscal 2005 Fiscal 2004
Audit Fees (1) $72,482 $107,744
Audit Related Fees (2) $0 $0
Tax Fees (3) $22,000 $45,221
All Other Fees (4) $0 $0
(1) Audit Fees consist of fees for professional services rendered for the audit
of the Company's consolidated financial statements included in its Annual Report
on Form 10-K and the review of the interim financial statements included in its
Quarterly Reports on Form 10-Q, and for the services that are normally provided
in connection with regulatory filings or engagements.
(2) Includes fees associated with assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements. This category includes fees related to consultation
regarding generally accepted accounting principles.
(3) Tax Fees consist of fees for tax compliance, tax advice and tax planning.
(4) All Other Fees consist of fees for products and services not included in the
above categories.
The Audit Committee reviewed the non-audit services rendered for fiscal
2005 and fiscal 2004 as set forth in the above table and concluded that such
services were compatible with maintaining the public accounting firm's
independence. The Audit Committee's policy is to pre-approve all audit services
and all non-audit services that Company's independent public accounting firm is
permitted to perform for Company under applicable federal securities
regulations. As permitted by the applicable regulations, the Audit Committee's
policy utilizes a combination of specific pre-approval on a case-by-case basis
of individual engagements of the independent public accounting firm and general
pre-approval of certain categories of engagements up to predetermined dollar
thresholds that are reviewed annually by the Audit Committee. Specific
pre-approval is mandatory for the annual financial statement audit engagement,
among others.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF MALONE & BAILEY, PC AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2006.
OTHER MATTERS
Management does not intend to present to the meeting any matters other
than matters referred to herein, and as of this date Management does not know of
any matter that will be presented by other persons named in the attached proxy
to vote thereon in accordance with their best judgment on such matters.
STOCKHOLDER PROPOSALS
Under the rules of the SEC, proposals of Stockholders intended to be
presented at the 2007
14
annual meeting of Stockholders must be made in accordance with the by-laws of
the Company and received by the Company at its principal executive offices for
inclusion in the Company's proxy statement for that meeting no later than
January 15, 2007. The Board of Directors will review any stockholder proposals
that are filed as required and will determine whether such proposals meet
applicable criteria for inclusion in its 2007 proxy statement.
ANNUAL REPORT
Enclosed is the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2005. This Annual Report on Form 10-K does not form any
part of the material for the solicitation of proxies.
SOLICITATION OF PROXIES
The Company will pay the cost of the solicitation of proxies.
Solicitation of proxies may be made in person or by mail, telephone, or telecopy
by directors, officers, and employees of the Company. The Company may also
engage the services of others to solicit proxies in person or by telephone or
telecopy. In addition, the Company may also request banking institutions,
brokerage firms, custodians, nominees, and fiduciaries to forward solicitation
material to the beneficial owners of Common Stock held of record by such
persons, and the Company will reimburse such persons for the costs related to
such services.
It is important that your shares be represented at the Annual Meeting.
If you are unable to be present in person, you are respectfully requested to
sign the enclosed proxy and return it in the enclosed stamped and addressed
envelope as promptly as possible.
BY ORDER OF THE BOARD OF DIRECTORS
Haim Tsuff
Chairman of the Board
Chief Executive Officer
Date: May 18, 2006
ISRAMCO, INC.
11767 KATY FREEWAY
HOUSTON, TEXAS 77079
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JUNE 27, 2006
The undersigned hereby constitutes and appoints HAIM TSUFF AND J. MONROE CUTLER,
and each of them, with full power of substitution, attorneys and proxies to
represent and to vote all the shares of common stock, par value $.001 per share,
of ISRAMCO, INC. (the "Company"), that the undersigned would be entitled to
vote, with all powers the undersigned would possess if personally present, at
the 2006 Annual Meeting of Stockholders of the Company, to be held on June 27,
2006, and at any adjournment thereof, on the matters set forth on the reverse
side and such other matters as may properly come before the meeting.
1. ELECTION OF DIRECTORS. Nominees: HAIM TSUFF, JACKOB MAIMON, MAX PRIDGEON,
DONALD D. LOVELL AND AMIR MIRESKANDARI (Mark only one of the following boxes.)
|_| VOTE FOR ALL NOMINEES LISTED ABOVE, EXCEPT VOTE WITHHELD AS TO THE FOLLOWING
NOMINEES (IF ANY): ______________________
|_| VOTE WITHHELD FROM ALL NOMINEES
2. PROPOSAL TO RATIFY THE APPOINTMENT OF MALONE & BAILEY, PC AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In Their Discretion, Upon Any Other Business That May Properly Come Before
the Meeting or Any Adjournment Thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR the election as directors of the nominees of the Board of Directors; FOR the
ratification of the appointment of Malone & Bailey, PC as the Company's
independent public accounting firm for the fiscal year ended December 31, 2006;
and in the discretion of the proxies named herein on any other proposals to
properly come before the Annual Meeting.
The undersigned acknowledges receipt of the accompanying Proxy Statement dated
May 1, 2006.
Dated: _________________
15
SIGNATURE OF SHAREHOLDER(S)
(When signing as attorney, trustee, executor, administrator,
guardian, corporate officer, etc., please give full title. If
more than one trustee, all should sign. Joint owners must each
sign.)
Please date and sign exactly as name appears
above.
I plan |_| I do not plan |_| to attend the Annual Meeting.