www.sec.gov/Archives/edgar/data/1053648/0001019687-08-0 -
[Cached Version]
Published on: 3/5/2008
Last Visited: 3/8/2008
Kenneth D. Polin
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Kenneth D. Polin, nomineeMr. Polin has over 25 years of experience in the areas of securities, venture capital, mergers and acquisitions, and other financing transactions and is a partner in the law firm of Foley & Lardner LLP.He concentrates his practice on corporate and securities law with an emphasis on representation of emerging and public technology and growth companies.He also has extensive experience representing venture capital and other investors.Mr. Polin has managed a broad range of major business transactions for these entities, including private placements and public offerings; mergers, acquisitions and spin-offs; joint ventures and other strategic collaborations; and commercial transactions, such as bank credit lines, lease lines and off-balance sheet financings.He has been counsel to companies in the biotechnology, media, communications, hardware, healthcare, medical device, software and telecommunications industries.These companies range from start-ups to companies with hundreds of millions of dollars in annual revenues.He also regularly represents finance companies in a variety of consumer and commercial finance transactions.He joined Foley & Lardner in 2001 after having previously been a partner in several other major national law firms.Mr. Polin is a member of the California State Bar and the San Diego Bar Association.He is extremely active in community affairs as a member of the board of directors of the Lawrence Family Jewish Community Centers of San Diego County, where he previously served as president.He also is a board member of the UCSD Cancer Center Foundation, and is an executive board member and assistant treasurer of the United Jewish Federation of San Diego.Mr. Polin received his bachelor's degree, summa cum laude, from American University in 1975.His J.D. degree was conferred, magna cum laude, in 1978 by Georgetown University, where he was a member of the Georgetown University Law Review.
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The persons designated in the enclosed proxy will vote your shares FOR Dale Fisher, Barry Nussbaum, E. Jamie Schloss, Jeffrey Bernstein, Charles Sage, Mark Fritz and Kenneth D. Polin unless instructions otherwise are indicated in the enclosed proxy.
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Your Board of Directors recommends a vote "FOR" Dale Fisher, Barry Nussbaum, E. Jamie Schloss, Jeffrey Bernstein, Charles Sage, Mark Fritz and Kenneth D. Polin.
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Proxies received will be voted FOR Dale Fisher, Barry Nussbaum, E. Jamie Schloss, Jeffrey Bernstein, Charles Sage, Mark Fritz and Kenneth D. Polin unless stockholders specify otherwise in the Proxy.
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Consistent with these considerations, after review of all relevant transactions and relationships between each director and each nominee recommended by the Board, or any of his or her family members, and Surge, its senior management and its independent auditors, the Board has determined further that the Board's nominees: Dale Fisher, Barry Nussbaum, Jeffrey Bernstein, Charles Sage, Kenneth D. Polin and Mark Fritz are independent under the Board's definition.