COVER SHEET 1

COVER SHEET
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S.E.C. REGISTRATION NUMBER
S P L A S H
C O R P O R A T I O N
(COMPANY’S FULL NAME)
H B
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(Business Address: No. Street/City/Town/Province)
ATTY. MA. LOURDES B. RODRIGUEZ
984‐5555
Contact Person
DECEMBER
31
___________
______________
Month
Day
Fiscal Year
Company Telephone Number
3rd Saturday of June
SEC FORM 20‐IS
________________________________
Form Type
____________
_____________
Month
Day
Annual Meeting
____________________________________________
Secondary License Type, If Applicable
CRMD
___________________________________
Department Requiring this Document
____________________________________
Amended Articles Number / Section
Total Amount of Borrowings
____________________________________
__________________ _________________
Total no. of Subscribers
Domestic
Foreign
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TO BE ACCOMPLISHED BY SEC PERSONNEL CONCERNED
File Number
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LCU
Document I.D.
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Cashier
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0
6
STA
AMPS
May 27,
2 2008
The Philippine
P
Sto
ock Exchange,, Inc.
PSE Centre, Exchan
nge Road,
Ortigaas Centre, Passig City
Attention
:
Subject :
SEEC Form 20 IS:
Atty. Pete M. Malab
banan
Head, Disclosure
D
Deepartment
INFORM
MATION STATEEMENT PURSU
UANT TO SECTION 20 OF THEE SECURITIES
REGULA
ATION CODE
Gentlemen:
Attached is SEC Fo
orm 20 IS (Info
ormation Stattement pursu
uant to Sectio
on 20 of the SRC).
Thankk you very mu
uch.
Very truly
t
yours,
EMMANUEL P. MA
ANUCOM
Senior Vice‐Preside
ent / Chief Financial Officeer
Corpo
orate Informaation Officer
Cc:
Atty. Justin
na F. Callangaan
Director, Corporation
C
F
Finance
Deparrtment
2
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 20‐IS
INFORMATION STATEMENT PURSUANT TO SECTION 20
OF THE SECURITIES REGULATION CODE
1. Check the appropriate box:
[ ] Preliminary Information Statement
[x] Definitive Information Statement
2. Name of Registrant as specified in its charter SPLASH CORPORATION
3. Quezon City, Metro Manila, Philippines
Province, country or other jurisdiction of incorporation or organization
4. SEC Identification Number ASO9196206
5. BIR Tax Identification Code 001‐096‐221‐000 VAT
6. HBC Corporate Centre, 548 Mindanao Ave., Quezon City 1116
Address of principal office Postal Code
7. Registrant’s telephone number, including area code (632) 984‐5555
8. June 21, 2008, 90:00 a.m., Ruby Ballroom, Crowne Plaza Galleria Manila, Pasig City
Date, time and place of the meeting of security holders
9. Approximate date on which the Information Statement is first to be sent or given to
security holders on June 4, 2008
10. In case of Proxy Solicitations:
Name of Person Filing the
Statement/Solicitor: Atty. Ma. Lourdes B. Rodriguez
Address and Telephone No.: HBC Corporate Centre, 548 Mindanao Ave., QC; 9845555
11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8
of the RSA (information on number of shares and amount of debt is applicable only
to corporate registrants):
Title of Each Class Number of Shares of Common Stock
Outstanding or Amount of Debt Outstanding
Common shares ‐ 746,160,357
12. Are any or all of registrant's securities listed in a Stock Exchange?
Yes ___x_ No _______
If yes, disclose the name of such Stock Exchange and the class of securities listed therein:
3
Philippine Stock Exchange, Incorporated
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
(This Notice came out on page 2 of the Business Section of the Philippine Daily Inquirer
on May 9, 2008.)
TO ALL STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the Stockholders of Splash
Corporation will be held on Saturday, June 21, 2008, at nine o’clock in the morning at
the Ruby Ballroom, Crowne Plaza Galleria Manila, ADB Ave., Pasig City, to consider and
act upon the following matters:
1. Certification of sending of notices and quorum
2. Annual Report of the President and Chief Operating Officer
3. Approval of the Annual Report and Ratification of the Actions of the Board of
Directors and Corporate Officers
4. Declaration of Dividends
5. Appointment of External Auditors
6. Election of Directors *
7. Adjournment
Only stockholders of record as of May 22, 2008 will be entitled to attend and
vote at the meeting. For this purpose, the Stock and Transfer Books of the Corporation
will be closed on May 22, 2008.
We are not soliciting your proxy. However, stockholders who cannot attend the
meeting but would like to be represented thereat, may execute a proxy in favor of a
representative and submit the same to the Office of the Secretariat at Stock Transfer
Service, Inc. (STSI), Tel. Nos. (632) 898‐7555 / 898‐7611, c/o Mr. Richard D. Regala, Jr.,
Assistant Manager‐Operations Head, 8th Floor, Phinma Plaza, 39 Plaza Drive, Rockwell
Center, 1211 Makati City on or before June 11, 2008.
MA. LOURDES R. BANTEGUI‐ RODRIGUEZ
Corporate Secretary
*
Nomination for directors must be submitted to and received by the Office of the
Secretariat at STSI in the above‐given address not later than 5:00 p.m. of May 22, 2008.
**
Stockholders desiring to attend the meeting may register and confirm their
attendance at any time during office hours from May 22, 2008 to June 18, 2008 at the
Office of the Secretariat at STSI in the above‐given address.
4
***
When registering, please bring this notice and an acceptable ID with
photograph.
SPLASH CORPORATION
INFORMATION STATEMENT PURSUANT TO RULE 20
OF THE SECURITIES REGULATION CODE
PART I
GENERAL INFORMATION
Date, Time and Place of Meeting
The Annual Meeting of Stockholders of Splash Corporation is scheduled on June 21, 2008
at 9:00 A.M. at the Ruby Ballroom, Crown Plaza Galleria Manila, ADB Avenue, Pasig City, Metro
Manila.
The complete mailing address of the principal is at the Office of the Secretariat at Stock Transfer
Service, Inc. (STSI), Tel. Nos. (632) 898‐7555 / 898‐7611, c/o Mr. Richard D. Regala, Jr., Assistant
Manager‐Operations Head, 8th Floor, Phinma Plaza, 39 Plaza Drive, Rockwell Center, 1211
Makati City
The information statement and form of proxy is targeted to be mailed to the stockholders
on or before June 4, 2008
Dissenter’s Right of Appraisal
There are no corporate actions or matters that will be taken up during the meeting that will
entitle dissenting stockholders to exercise their right of appraisal under Section 81 of the
Corporation Code of the Philippines, which provides as follows:
Any stockholder of a corporation shall have the right to dissent and demand payment of
the fair value of his shares in the following instances:
1. In case any amendment to the Articles of Incorporation has the effect of
changing or restricting the rights of any stockholder or class of shares, or of
authorizing preferences in any respect superior to those of outstanding
shares of any class, or of extending or shortening the term of corporate
existence;
2. In case of sale, lease, exchange, transfer, mortgage, pledge or other
disposition of all or substantially all of the corporate property and assets as
provided in this Code; and
3. In case of merger or consolidation.
Interest of Certain Persons or Opposition to Matters to be Acted Upon
The Registrant is not a party to any arrangement with any person with
regard to any matter to be acted upon at the meeting.
No director has informed the Registrant that he intends to oppose any action intended to
5
be taken by the Registrant.
Neither has any director or executive officer of the corporation, or nominee for director,
or any associate of the foregoing persons have any substantial interest, direct or indirect,
in any matter to be acted upon, other than election to office.
CONTROL AND COMPENSATION INFORMATION
Voting Securities and Principal Holders Thereof
There are 746,160,357 shares of Splash Corporation common stock issued and outstanding and
entitled to vote at the Annual Meeting. Only stockholders of record as of May 22, 2008, will be
entitled to notice of and to vote at the Annual Meeting.
An agenda item at the Annual Meeting is the election of directors for the ensuing year.
Article II, Section 6 of the Company’s Amended By‐Laws, provides:
VOTING – At all meetings of the stockholders, each stockholder shall be entitled to one vote for each
share of stock outstanding in his name in the stock transfer books of the Corporation. In the election,
a stockholder may vote his shares in person or by proxy for all the nominees for directors, or he may
cumulate said shares and give one nominee as many votes as the number of directors to be elected
multiplied by the number his shares shall equal, or he may distribute them on the same principle
among as many nominees as he shall see fit. Provided, however, that the whole number of votes cast
by him shall not exceed the number of shares outstanding in his name in the stock transfer books of
the Corporation multiplied by the number of directors to be elected.
Discretionary authority to cumulate votes is not solicited.
Security ownership of persons owning more than 5% of the registrant’s securities as of
April 01, 2008:
SPLASH CORPORATION
List of Top 20 Stockholders*
As of 04/01/2008
Rank
Srth. No
Name
Citizenship
Holdings
1
0000000001
SPLASH HOLDINGS, INC
3/F HBC CORPORATE CENTER
548 MINDANAO AVE. QUEZON CITY
Filipino
522,312,245
70.00%
2
0000000009
PCD NOMINEE CORP. (FIL.)
THE ENTERPRISE BLDG.
AYALA AVE. MAKATI CITY
Filipino
200,647,107
26.89%
3
0000000010
PCD NOMINEE CORP. (NON-FIL.)
THE ENTERPRISE BLDG.
AYALA AVE. MAKATI CITY
Foreign
22,792,000
3.05%
6
%
4
0000000020
WILLIAM T. ENRILE
#5 VICENTE MADRIGAL AVENUE
CORINTHIAN GARDEN
QUEZON CITY
Filipino
320,000
0.04%
5
0000000019
WINSTON L. DUY
ECDED REALTY BLDG., DR. I.,
J.P. CABAGUIO AVENUE,
DAVAO CITY
Filipino
50,000
0.01%
6
0000000021
ALFREDO M. SANTOS
#40 AUGUST STREET,
VISTA VERDE VILLAGE
CAINTA, RIZAL
Filipino
10,000
0.00%
7
0000000012
CHERYL LADD CHING OR CHRISTOPHER CHING
103 KAMUNING ROAD,
KAMUNING, QUEZON CITY
Filipino
5,000
0.00%
8
0000000011
JOSE A. FERRIOLS &/OR EDUARDO A. FERRIOLS
1612 TAYUMAN STREERT
STA. CRUZ, MANILA
Filipino
5,000
0.00%
9
0000000017
RENE Q. AGUAS
491 KAYUMANGGI STREET
PALINVIEW, MANDALUYONG CITY
Filipino
5,000
0.00%
10
0000000016
ELSON A. TIO
ELSON AUTO SUPPLY
R. MAGSAYSAY AVENUE
DAVAO CITY
Filipino
5,000
0.00%
11
0000000022
MERCEDES D. YBALLE
2 MOUNT BOLIVAR
FILINVEST I, QUEZON CITY
Filipino
4,000
0.00%
12
0000000014
NAPOLEON D. CRUZ SR., &/OR LUISA I.CRUZ
161 GUINHAWA SUBDIVISION
MALOLOS CITY, BULACAN
Filipino
2,000
0.00%
13
0000000018
TOMAS IAN C. VALENCIA JR.
C/O GLOBE TELECOM
G/F NCCC MALL, NATIONAL HIGHWAY
TAGUM CITY
Filipino
1,000
0.00%
14
0000000015
PHIL ALBERTO D. FABE
Filipino
1,000
0.00%
7
C/O GLOBE TELECOM
G/F GAISANO CITY MALL, PORT ROAD, OZAMIS CITY
15
0000000013
PHILIP &/OR ELNORA TURNER
7746-E J.B. ROXAS STREET, MAKATI CITY
British
1,000
0.00%
16
0000000006
ALLUE KRISANNE A. HORTALEZA
3/F HBC CORPORATE CENTER
548 MINDANAO AVE. QUEZON CITY
Filipino
1
0.00%
17
0000000005
MAURICE P. LIGOT
3/F HBC CORPORATE CENTER
548 MINDANAO AVE. QUEZON CITY
Filipino
1
0.00%
18
0000000004
SUSAN M. LOYOLA
3/F HBC CORPORATE CENTER
548 MINDANAO AVE. QUEZON CITY
Filipino
1
0.00%
19
0000000003
ROSALINDA A. HORTALEZA
3/F HBC CORPORATE CENTER
548 MINDANAO AVE. QUEZON CITY
Filipino
1
0.00%
20
0000000002
ROLANDO B. HORTALEZA
3/F HBC CORPORATE CENTER
548 MINDANAO AVE. QUEZON CITY
Filipino
1
0.00%
Total Top 20 Shareholders
746,160,357
Total Outstanding Shares
746,160,357
*Provided by Stock Transfer Service, Inc.
There has been no change in control of the registrant since the beginning of the last fiscal
year and there is no arrangement which may result in a change of control.
BENEFICIAL OWNERSHIP OF MANAGEMENT:
DIRECTORS AND OFFICERS
As of 22 May 2008
Title of Name of BOD Positions Nationality Amount & Nature Kind of Percentage
Class of Beneficial Interest (%)
Ownership
8
100.00%
Members of the Board of Directors
Name
Rolando B. Hortaleza, M.D., Chairman
Rosalinda A. Hortaleza, M.D., Vice‐Chairman
Allue Krisanne A. Hortaleza
Maurice P. Ligot
Ricardo R. Blanco
Jimmy Tiu Yaokasin, Independent Director
Rizalino D. Rivera, Independent Director
Citizenship
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Shareholdings
1
1
1
1
17,000
1,000
1,000
TOTAL OUTSTANDING SHARES
% to Total
0.0000001%
0.0000001%
0.0000001%
0.0000001%
0.0022783%
0.0001340%
0.0001340%
746,160,357
DIRECTORS AND EXECUTIVE OFFICERS
The Directors of the company are elected at the Annual Stockholders’ Meeting to
hold office until the next succeeding Annual Meeting or until their respective
successors have been elected and qualified. None of the members of the Board
of Directors and Officers of the Company own more than 10% of the registrant
securities.
The nominees are also the incumbent directors of the company. The business
experiences of the nominees are as follows:
Directors:
Rolando B. Hortaleza, M.D. Dr. Hortaleza, 49, Filipino, is the Chairman of the Board
and Chief Executive Officer of Splash Corporation which he co‐founded with his
wife, Rosalinda, also a medical doctor, in 1985. He is a scion of the Hortaleza family
which pioneered the Hortaleza Vaciador and Beauty Supplies, a trail‐blazing chain
of stores that sells cosmetic products, nippers, scissors and other beauty salon
supplies. Dr. Hortaleza also sits as Chairman of Splash Holding, Inc. and Vice‐
Chairman of the following corporations: HBC, Inc., World Partners Bank and World
Partners Finance Corporation. He is also Vice‐Chairman of Splash Foundation, Inc.
Dr. Hortaleza graduated with a Bachelor of Science degree in Preparatory Medicine
(Pre‐Med) from the University of the East and obtained his degree in Medicine
from Our Lady of Fatima University in 1984.
Dr. Hortaleza also attended the Owners and Presidents Management Program at
the Harvard Business School in Boston, Massachusetts from 1997 to 1998.
Rosalinda Ang‐Hortaleza, M.D. Dr. Ang‐Hortaleza, 50, Filipino, is the Vice‐
Chairman of Splash Corporation. She also sits as Vice Chairman of Splash Holdings,
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Inc., and is the Chairman and Chief Executive Officer of HBC, Inc., Splash
Foundation, Inc., World Partners Bank, and World Partners Finance Corporation.
She graduated with a Bachelor of Science degree in Medical Technology from the
University of Santo Tomas in 1980. She obtained her degree in Medicine from Our
Lady of Fatima University in 1984. She attended the Advanced Management
Program at the Harvard Business School in Boston, Massachusetts in 2000.
Maurice P. Ligot. Ms. Ligot, 56, Filipino, is the President and Chief Operating
Officer of Splash Foundation, Inc. since 1997. Ms. Ligot also sits in the Board of
World Partners Finance Corporation and HBC, Inc. Ms. Ligot began her career at
Splash Corporation as Quality Manager. She was formerly with CIBA Philippines,
Inc. where she was Production Manager.
Ms. Ligot obtained her Bachelor of Science degree in Pharmacy from the Centro
Escolar University. She earned units in Master of Science in Pharmacy from the
University of the Philippines.
Allue Krisanne A. Hortaleza. Ms. Hortaleza, 23 Filipino, is the eldest daughter of
Drs. Rolando and Rosalinda Hortaleza and was elected to the Board in 2007. She
obtained her Bachelor of Science degree in Management from the Ateneo de
Manila University in March 2007. She is currently the Executive Assistant to the
Chairman/CEO of HBC, Inc.
Ricardo R. Blanco. Mr. Blanco, 49, Filipino was elected to the Board of Splash
Corporation on 09 May 2008. He is the founder of Blanconsult Business Consulting,
a company organized in 2001 to provide a wide range of business consulting
services. From 2001 to 2003, Mr. Blanco was the over‐all Project Construction
Manager of Mohri P.A. Associates, Inc. for the P12 billion World Bank‐Japan Bank
for International Cooperation project that built school buildings in 22 provinces in
the Philippines. From March 1998 to May 2000, he was the Chief Operating Officer
of Splash Properties, Inc. He also held various positions in research, planning, and
project management for various real estate, architectural, and construction firms.
Mr. Blanco obtained his Bachelor of Science in Civil Engineering degree from the
Pamantasan ng Lungsod ng Maynila and his Master in Business Management from
the Asian Institute of Managament. He is a registered civil engineer and a licensed
real estate broker.
Jimmy T. Yaokasin. Mr. Yaokasin, 39, Filipino, was elected to the Board of Splash
Corporation on 1 October 2007. He is currently the Chairman of the Development
Academy of the Philippines. In 2002, he started Star Oil, Inc., an independent fuel
distribution company which now has 16 company and dealer‐owned stations in
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Eastern Visayas and parts of Mindanao. Mr. Yaokasin is an active member of civic
and community organizations – a Paul Harris Fellow of Rotary International, Zone
Leader of Gideons International, and the Jaycees (Junior Chamber International)
where he was once the JCI Vice‐President supervising Jaycee chapters in Malaysia,
Thailand, Singapore, Indonesia and Nepal.
Mr. Yaokasin obtained his degree in Business Administration major in Accountancy
(Magna cum Laude) from the University of the Philippines. He obtained his Master
in Business Administration (MBA) under the Executive MBA program of the Kellogg
School of Management, Northwestern University , Chicago and the Hongkong
University of Science and Technology. Mr. Yaokasin is a Certified Public Accountant.
Rizalino D. Rivera. Mr. Rivera, 46 Filipino, was elected to the Board of Splash
Corporation on 1 October 2007. He is in charge of Management Planning for Digital
Alliance which is a group of companies involved in ICT and Broadcast. He is
President of Change Consultants, Inc. which offers consultancy services to top
business corporations as well as government organizations, the academe, and
development work. Mr. Rivera is the Faculty Chair for the Human Resource Cluster
of the Ateneo Graduate School of Business. He is also involved with the Institute of
People Power and Development of the Benigno S. Aquino, Jr. Foundation and is a
member of the advisory team to former President Corazon C. Aquino. Mr. Rivera
has been a senior consultant on human resource management and organizational
development for several companies which include Nestle Philippines, Kraft Foods,
Jollibee Foods Corporation, Wyeth Philippines, Pfizer, La Farge Cement, HBC, Inc.
and the Asian Development Bank.
Mr. Rivera has a Bachelor of Arts degree in Political Science from the University of
the Philippines. He is a candidate for the Master of Arts in Counseling Psychology
program of the Ateneo de Manila University as well as the Master of Science in
Organization Development program of the Pepperdine University, U.S.A.
Executive Management
Sinforoso Jesus R. Soriano. Mr. Soriano, 45, Filipino, is the President and Chief
Operating Officer of Splash Corporation. He is also heads the Company’s Investor
Relations. He joined Splash in 2005. He was formerly the President/COO of Splash
Nutraceutical Corporation until June 2006. Thereafter, he held the President/COO
position of Splash Holdings, Inc. until his appointment to Splash Corporation in
August 2007. Prior to joining Splash, Mr. Soriano spent his entire professional
career with Eli Lilly (Philippines), Inc. where he started as a Professional Medical
Sales Representative in 1987. He was assigned to various positions in the
company’s sales and marketing organization in the Philippines and the United
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States, highlighted by his appointment as Asia‐Pacific Area Operations Manager
(Sales) based in Singapore and as National Sales Director for the Philippines, a
position he held until he left the company in February 2004.
Mr. Soriano graduated from the University of Santo Tomas with a Bachelor of
Science degree in Pharmacy. He passed the Pharmacy Licensure Examinations in
1986. He obtained his Master in Business Administration degree from St. Louis
College.
Emmanuel, P. Manucom. Mr. Manucom, 47, Filipino, is currently the Chief
Financial Officer of Splash Corporation. He joined Splash in 1998 as Executive
Assistant to the Chairman and Corporate Planning Head. He headed Splash’s
International Operations Division in 2001 to 2002. Prior to joining Splash, he was
Assistant Vice President for Planning of Primo Oleochemical Corporation (an
oleochemical plant project owned by a group of Filipino investors, the Asian
Development Bank, the Commonwealth Development Corp., and the Prudential
Asset Management Asia) from 1995‐1997. He was also Financial Planning Manager
of the A.W. Aujan Group (K.S.A.), a strategic partner of Cadbury Schweppes in the
Gulf Region manufacturing and marketing Cadbury beverages and foodstuff from
1991 to 1995.
Mr. Manucom is a Certified Financial Consultant, a Certified Management
Accountant and has a Certificate in Investment Performance Management. He
obtained his Masters in Business Administration and BS Commerce degrees from
the De La Salle University, Manila. He is currently completing thesis work for his
Masters in Business Economics degree, Strategic Business Economics Program at
the University of Asia and the Pacific.
Higinio P. Porte. Mr. Porte, 45, Filipino, joined Splash in July 2000 as Plant
Operations Manager. In December 2003, he was promoted as Assistant Vice
President for Plant Operations and Logistics and in 2006, he was appointed as
Director for Supply Chain. Prior to joining Splash, he was with Interphil
Laboratories, Inc. from 1987 to June 2000 where he last held the position of
Division Head for Logistics and Materials Management.
Mr. Porte was a Director’s Awardee of the Management Development Program,
Ateneo Professional School from the University of the Philippines. He also
completed the 2002 APEC White Collar Scholarship Program on Total Management
System conducted in Tokyo, Japan.
Edgardo I. Patron. Mr. Patron, 49, Filipino, joined Splash in January 2005. Prior to
joining Splash, he was with Kraft Foods International from 2000 to 2004 where he
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held various senior management positions in the company’s Southeast Asian
operations. He last held the position of General Manger for Thailand. He started
his career in sales with San Miguel Corporation. From the Philippines, he held the
position of Vice‐President – Sales and Distribution Management Service at San
Miguel Brewery International Ltd., Hongkong from 1997 to 1999. He also held the
position of General Manager of San Miguel Brewery Vietnam Ltd. until 2000.
Mr. Patron completed the Management Development Program of the Asian
Institute of Management and obtained his Bachelor of Science degree in
Commerce from the San Sebastian College, Manila.
Ma. Lourdes R. Bantegui‐Rodriguez. Atty. Rodriguez, 52, Filipino, joined Splash in
January 2007. Prior to joining Splash she was the Corporate Counsel and the
Corporate Secretary of Araneta Properties, Inc. From 1999 to 2006, she was Legal
Counsel to Gregorio Araneta III. She was a Legal Consultant at the Office of Senator
Manuel
M.
Lapid
III
from
2004
to
2005.
Atty. Rodriguez graduated cum laude with a Bachelor of Arts degree in Mass
Communications from the Far Eastern University where she also obtained her
Bachelor of LL.B.
Teresa M. Conde. Ms. Conde, 35, Filipino, joined Splash as Brand Manager in 2002.
Prior to joining Splash Corporation, she was Group Sales Manager from Rustan’s
Marketing Corporation from 2001 to 2002. Prior positions that she held include:
Infant Food Category Manager for Philippine Health Food Center, Inc., a subsidiary
of Unilab from 1998 to 2001 and Senior Product Manager for RFM Swift Foods Inc.
from 1994 to 1998.
Ms. Conde graduated with a Bachelor of Science degree in Commerce from St.
Paul’s College (Quezon City) and obtained her Master in Business Administration
degree from the De La Salle University.
Deogracias G. Orpilla. Mr. Orpilla, 37, Filipino, joined Splash in 2006. Prior to
joining Splash, he was Sales Director of Reckitt Benckiser from 2004 to 2006. He
also held various managerial positions in Master Foods (Mars, Inc.) from 1996 to
2004 where he was National Sales Manager from 2002 to 2004. He also served as
Territory Manager for Abbot Laboratories, Inc. from 1993 to 1996.
Mr. Orpilla graduated with a Bachelor of Arts degree in Public Administration from
the University of the Philippines, Diliman, Quezon City.
13
Garyzalde O. Morales, 37, Filipino, is the Head of the Brand Activation Group of
Splash Corporation. He started his career with Splash as member of the Finance
group where he was an inventory staff in 1995 and as materials analyst in 1996. He
moved to Marketing in 1997 where he rose from the ranks to be a Marketing
Manager until his appointment in 2007, he was appointed as the first head of
Brand Activation Group, a position he is holding up to the present.
Mr. Morales graduated with a Bachelor of Science degree in Commerce major in
Accounting from the Sacred Heart College in Lucena City, Quezon. He took has
units Master in Management from the Technological University of the Philippines
and Master in Business Administration from University of Sto. Tomas.
Arthur P. Bautista. Mr. Bautista, 33, Filipino, has been with Splash Corporation
since 2005. Prior to joining Splash, he was a Faculty Member and Department
Chairman of the Industrial Pharmacy Department of the College of Pharmacy,
University of the Philippines‐Manila. From 2001 to 2003, he was a Research
Pharmacist/ Consultant for the Herbal Licensing Project of the Department of Trade
and Industry‐Center for International Trade Expositions and Missions and was a
Science Research Specialist of the Department of Science and Technology from
1998‐2001.
Mr. Bautista has a Master of Science in Industrial Pharmacy degree from the
University of the Philippines, Manila where he also obtained his Bachelor of Science
degree in Industrial Pharmacy. Mr. Bautista placed 12th in the Pharmacy Licensure
Examinations in 1992.
Grace S. Domingo‐Del Rosario. Ms. Del Rosario, 52, Filipino, joined Splash in 2001
as Senior Scientist for Skin Treatment. In 2002, she was promoted as Regulatory
Affairs Manager where she oversees the Company’s compliance with relevant
regulations (DOH and BFAD), monitors compliance of competitors, ensures ample
protection for the Company’s intellectual properties (patent, trademarks, and
copyrights) as well as making certain that these intellectual properties are not
violated.
Ms. Del Rosario graduated from the University of the Philippines where she
obtained her Bachelor of Science degree in Chemistry. Prior to joining Splash, she
was Senior Vice‐President of Federal Chemicals, Inc. Currently, she is the
Company’s representative to the Chamber of Cosmetics Industry of the Philippines
Working Committee on Product Registration for the Cosmetics Harmonization
Regulatory Scheme of the ASEAN. She is also a Director and Board Secretary of the
Philippine Society of Cosmetic Scientists and a member of the Board of the
Chamber of Herbal Industries of the Philippines and the Health and Dietary
14
Supplements
Association
of
the
Philippines,
respectively.
Independent Directors:
Among the seven (7) Directors, Messrs. Jimmy Tiu Yaokasin, Jr. and Rizalino D. Rivera
are the independent directors of the company, having been as such pursuant to Article
III, Section 1(a) of the By‐Laws of the Corporation.
For 2008, the following had been nominated by the stockholders as
independent Directors:
Nominees as Independent Directors
Messrs. Jimmy Tiu Yaokasin, Jr. and Rizalino D. Rivera have accepted their nominations
to again serve as Independent Directors; they possess the qualifications and none of the
disqualifications of an Independent Director.
Nominations for Director and Independent Director were received during
the period May 1 to 7, 2008, all of which were compliant with Art. III,
Sec. 2(a) of the By‐Laws of the Corporation requiring submission of same in writing to
the Corporate Secretary not later than thirty (30) days prior to the date of the regular
meeting of stockholders for the election of directors.
The Nominations Committee evaluated the qualifications of the seven (7) nominees and
concluded that they have more than the required qualifications and have none of the
disqualifications for directorship as set out in the Corporation’s By‐Laws and Manual on
Corporate Governance which are based on SRC Rule 38‐1.
The Committee submitted the list of qualified nominees to the Board on May 9, 2008,
in compliance with the By‐Laws requiring submission of same at least 30 days before
the Annual Meeting.
The members of the Nominations Committee are Rizalino D. Rivera as as Chairman
and Dr. Rolando B. Hortaleza, and Dr. Rosalinda A. Hortaleza members.
External Auditors
Sycip, Gorres, Velayo (SGV) is the Company’s independent external auditor and is
proposed to be retained. In compliance with SRC Rule 68 (3)(b)(1r)‐Rotation of
External Auditors, Mr. Manolito Q. Montes who served for more than five (5) years
was replaced by Ms. Teresita M. Baes starting year 2007 as handling Partner.
There are no changes and disagreements with accountants in accounting and
15
financial disclosure.
Representatives of the Company, including their principal accountants who are
expected to be present at the meeting, will have the opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.
The members of the Audit Committee are Jimmy Tiu Yaokasin, Jr., Independent
director of the Corporation as Chairman with Maurice P. Ligot and Allue Krisanne A.
Hortaleza as members.
Compensation of Directors and Executive Officers:
All the members of the Board of Directors are entitled to P20,000.00 per diem for
attendance in any regular or special meeting.
The members of the Compensation Committee are Maurice P. Ligot as Chairman, and
Allue Krisanne A. Hortaleza and Rizalino D. Rivera, an Independent Director, as
members.
For the year 2008, total salaries, allowances and bonuses for the last two fiscal
years and estimated to be paid for the ensuing year to the principal executive,
operating and financial officers are as follows:
16
SUMMARY COMPENSATION TABLE
Name and Principal Position
Year
Salary
(in PHP Mn)
Other
Variable
Pay (in
PHP Mn)
23,796,248
5,425,625
39,473,031
9,929,208
52,674,724
12,666,047
22,365,242
5,099,351
25,847,225
6,501,717
26,717,996
6,840,833
Rolando B. Hortaleza, M.D.
Chairman and Chief Executive Officer
Sinforoso Jesus R. Soriano
President and Chief Operating Officer
Emmanuel P. Manucom
Chief Financial Officer
Higinio P. Porte
EVP-General Manager for Domestic Operations
Edgardo I. Patron
EVP-General Manager for International
Operations
Atty. Lourdes Bantegui-Rodriguez
Corporate Secretary
Teresa M. Conde
Head - Marketing and Brand Development
Deogracias G. Orpilla
Head - Customer and Business Development
Garyzalde O. Morales
Head - Brand Activation Group
Arthur P. Bautista
Head - Splash Research Institute
Actual 2006
CEO and most highly compensated executive
officers
Actual 2007
Projected
2008
Actual 2006
All other officers* as a group unnamed
Acutal 2007
Projected
2008
*Senior managers and up
There are no other cash compensation granted to officers and directors in
addition to the above summary of compensation.
Other than the election of directors, there is no action to be taken at the Annual
Stockholders’ Meeting that will affect directors and executive officers relative to
bonus, profit sharing, pension/retirement plan, granting or extension of any
17
option, warrant or right to purchase any securities.
Significant Employees
While the Registrant acknowledges that each and every employee has a role and
contribution to make, it also strongly believes that no one is indispensable in the
organization. Thus, the loss of an employee, or even an officer, will not cause
any serious dislocation or disruption in the business of the Registrant. This is not
to say, however, that the Registrant does not endeavor to retain good and
deserving employees.
As a matter of policy, the Registrant sees to it that the maintenance of
good relations with a client, customer or any other third party, is the responsibility
of more than one person. Thus, the success of a transaction, undertaking, or
project does not depend on any one employee. In this sense, it can be said that
the Registrant does not have what the Rules refer to as significant employees.
Family Relationship
With the exception of the spouses Dr. Rolando B. Hortaleza and Dr. Rosalinda Ang‐
Hortaleza and their eldest daughter Allue Krisanne A. Hortaleza who are the Chairman,
Vice‐Chairman, and Director, respectively, of the Company, there are no family
relationships either by consanguinity or affinity up to the fourth (4th) civil degree among
the directors, executive officers and nominees for election as directors.
Involvement in certain Legal Proceedings
During the past 5 years, 2003‐2007, there have been no pending Legal Proceedings,
Bankruptcy petition, nor conviction by final judgment, against any Director and
Executive Officers of registrant that is material to an evaluation of their ability or
integrity to become a Director or Executive Officer of the Company during the past five
years. Neither has any of them been subject to any Order, Judgment, or Decree, nor
involved in any proceeding for violation of a Securities or Commodities law.
There are pending legal cases against the Company that are being contested by the
Company and its legal counsels. Management and its legal counsels believe that the
final resolution of these cases will not have immediate material effect on the financial
position and operating results of the Company.
Certain Relationships and Related Transactions
The Registrant sells to the following affiliates: HBC, Inc. and PT Splash Indonesia,
companies owned by Splash Holdings, Inc. where Dr. Rolando B. Hortaleza, Dr.
Rosalinda Ang‐Hortaleza, and Allue Krisanne A. Hortaleza are members of the Board
18
of Directors and/or executive officers. HBC accounts for less than 5% of total
Company sales while PT Splash Indonesia accounts for less than 1%.
Transactions with these affiliates are strictly on an arms‐length basis.
There are no material transactions which were negotiated by Splash Corporation with
parties whose relationship with the Corporation fall outside the definition of “related
parties” under SFA/IAS No. 24 but with whom Splash Corporation has relationship that
enables such parties to negotiate terms that may not be available from other, more
clearly independent parties on an arm’s length basis.
FINANCIAL AND OTHER INFORMATION
Registrant incorporates by reference the Annual Report containing the financial
report of the Corporation as of December 31, 2007, and other related information.
The Annual
Report will be handed to stockholders together with this Information Statement and
copies of the Minutes of the June 15, 2007 Annual Stockholders’ Meeting.
OTHER MATTERS
The Board of Directors recommends a vote for the following:
1. Election of the seven (7) members of the Board who are indicated above.
2. Appointment of External Auditor.
3. The President’s Report, Annual Report and the Financial Report as of December
31, 2007 will be submitted to the stockholders for their approval. Likewise the
stockholders will be asked to confirm and ratify the resolutions or actions of the
outgoing Board of Directors and the Management of the Company in 2007, on
matters related to budget, cost control and cost reduction measures, marketing
strategies. The resolutions adopted by the Board in 2007 pertain mostly to bank‐
related resolutions authorizing opening or closing of bank accounts, and
designating authorized signatories therefore; resolutions designating signatories
to the donation of a three‐classroom structure to the Department of Education
through the Adopt‐A‐School Program of the Government; a resolution
authorizing the Joint Venture with Crown Asia Properties, Inc. to develop to the
highest and best use of the Corporation’s real property in Ortigas, Pasig City;
and resolutions authorizing signatories to deed of motor vehicles; and the like.
4. Declaration of Dividends
19
Voting Procedures
The voting procedure for election and approval of corporate action in which
Stockholders’ approval will be required shall be by “viva voce” unless voting by
balloting is demanded by the stockholders representing at least 20% of the outstanding
capital stock entitled to vote.
a. The vote required for approval
The approval of any corporate action shall require the majority vote of all stockholders
present either in person or represented by proxy in the meeting, if constituting a
quorum, except the Amendment to the Articles of Incorporation which shall require
two‐thirds vote. For election of Directors, Section 24 of the Corporation Code shall
apply.
b. The methods by which vote will be counted
Except in cases where voting by ballot is required by law, voting and
counting shall be by “viva voce”. If by ballot, counting shall be
supervised by external auditors.
PART III
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this report is true, complete and correct. This report is
signed in Quezon City on May 27, 2008.
By:
EMMANUEL P. MANUCOM
Senior Vice‐President / Chief Financial Officer
Corporate Information Officer
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Instructions
We are not soliciting your proxy. However, if you would be unable to attend
the meeting but would like to be represented thereat, you may accomplish the proxy
form herein provided below for the purpose and submit the same to the Office of the
Secretariat at Stock Transfer Service, Inc. (STSI), Tel. Nos. (632) 898‐7555 / 898‐7611,
c/o Mr. Richard D. Regala, Jr., Assistant Manager‐Operations Head, 8th Floor, Phinma
Plaza, 39 Plaza Drive, Rockwell Center, 1211 Makati City on or before June 11, 2008.
This Proxy, when properly executed, will be voted in the manner as Directed herein by
the Stockholder. If no direction is made, this Proxy will be voted “FOR” the election of all
nominees, “FOR” the approval of the Annual Report and the Financial Report and
Ratification of all previous acts and resolutions of the outgoing Board of Directors and
Management and for such other matters as may properly come before the meeting.
Revocability of Proxy
A stockholder giving a proxy has the power to revoke it at any time prior to its exercise
by giving written notice to the Corporate Secretary at least six (6) working days prior to
the Annual Meeting or by personal presence of the stockholder at the said meeting.
SPLASH CORPORATION
PROXY
I/WE hereby name and appoint __________________________________, or in
his/her absence, the Chairman of the Meeting, as my/our proxy at the annual
stockholders’ meeting of SPLASH CORPORATION to be held at the Ruby Ballroom,
Crowne Plaza Galleria Manila, ADB Ave., Pasig City on Saturday, June 21, 2008 at 9:00
A.M. and at any postponement or adjournment thereof.
_____________________________
Place
______________________________
Date
__________________________________________
Printed Name & Signature
Number of shares held: __________________
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