UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
|
|
|
x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2007.
OR
|
|
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ____________ to ____________.
Commission File Number 1-31955
CASH SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware
|
|
87-0398535
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
7350 Dean Martin Drive, Suite 309
Las Vegas, Nevada 89139
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (702) 987-7170
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.001 par value
|
|
The NASDAQ Stock Market LLC
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes
o
No
x
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes
o
No
x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
o
No
x
The aggregate market value of the registrants voting stock held by non-affiliates as of June
30, 2007 was $70,692,508.
The number of shares of the registrants common stock outstanding as of March 12, 2008 was
18,464,913.
Documents Incorporated by Reference: None
CASH SYSTEMS, INC.
2007 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
EXPLANATORY NOTE
On April 1, 2008, Cash Systems, Inc. (the Company) filed its Annual Report on Form 10-K for
the year ended December 31, 2007 with the Securities and Exchange Commission (the SEC). Because
the Company will not file a definitive proxy statement for its 2008 annual meeting of shareholders
within 120 days after the end of its last fiscal year, the Company is filing this Amendment No. 1
to set forth the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K. This
Amendment No. 1 does not reflect events occurring after the filing of the Companys Annual Report
on Form 10-K for the year ended December 31, 2007 or modify or update the disclosures contained
therein, except as expressly set forth herein.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors of Cash Systems, Inc.
The following table identifies our directors and provides their ages and current positions
within the Company as of April 29, 2008. Each director was elected to our Board of Directors at
our annual meeting of stockholders in 2007 for a one-year term that will continue until our annual
meeting of stockholders held in 2008 or until the directors successor has been elected and
qualified or until the directors death, resignation or removal. Biographical information for each
of our directors is provided below.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
Michael D. Rumbolz
|
|
|
54
|
|
|
Chief Executive Officer,
President, and Chairman of
the Board
|
Patrick R. Cruzen(1)(2)(3)
|
|
|
61
|
|
|
Director
|
Donald D. Snyder(1)(3)
|
|
|
60
|
|
|
Director
|
Patricia W. Becker(1)(3)
|
|
|
56
|
|
|
Director
|
|
|
|
(1)
|
|
Member of the Audit Committee.
|
|
(2)
|
|
Audit Committee financial expert.
|
|
(3)
|
|
Member of the Compensation Committee.
|
Michael D. Rumbolz
has been the Companys Chief Executive Officer and Chairman of the Board
since January 1, 2005 and also President since April 2005. Prior to January 2005, he was Vice
Chairman and a director of Casino Data Systems from April 2000 to September 2001, and President and
Chief Executive Officer of Anchor Gaming from 1995 to 2000. Prior to joining Anchor Gaming, Mr.
Rumbolz was Director of Corporate Development for Circus Circus Enterprises Inc., including serving
as the first president of and managing director of Windsor Casino Limited, a consortium company
owned by Hilton Hotel Corp., Circus Circus Enterprises Inc. and Caesars World. Mr. Rumbolz also
held various executive positions with Trump Hotels & Casino Resorts. Mr. Rumbolz is also a director
of Employers Holdings Inc. and the Seminole Hard Rock Entertainment,
Inc. and as a Manager of Seminole Hard Rock International, LLC.
Patrick R. Cruzen
joined the Company as a director in March 2004. Since 1997, Mr. Cruzen has
served as Chief Executive Officer of Cruzen & Associates, which offers executive recruiting and
consulting services for the gaming industry. From 1994 to 1996, he was President and Chief
Operating Officer of Grand Casinos, Inc. From 1990 to 1994, Mr. Cruzen served as Senior Vice
President of Finance and Administration of MGM Grand, Inc. Mr. Cruzen is also a director of two
other public companies, Canterbury Park Holding Company and Majestic Star Casino, LLC.
Donald D. Snyder
has been a director since April 2005. Prior to that time, Mr. Snyder served
as President and as a member of the board of directors of Boyd Gaming since 1997. Prior to Boyd
Gaming, he was the President and Chief Executive Officer of the Fremont Street Experience, where he
continued to hold the Chairmans post on its governing board until 2006. Mr. Snyder served from
1987 through 1991 as Chairman of the Board and Chief Executive Officer of First Interstate Bank of
Nevada, the states largest full service bank at the time. During his 22 years with First
Interstate Bank, he served his first 18 years in California in various management positions in
retail and corporate banking, international banking and real estate banking. He has served on the
boards of several gaming and non-gaming companies, including current service on the boards of two
other public companies, Western Alliance Bancorporation and Sierra Pacific Resources. Additionally,
Mr. Snyder has served on numerous non-profit boards, which presently include the Nevada Development
Authority, UNLV Foundation, and the Las Vegas Performing Arts Center Foundation.
1
Patricia W. Becker
has been a director since April 2005. Ms. Becker is currently the Executive
Director of the International Gaming Institute at the University of Nevada, Las Vegas. Ms. Becker
most recently served as Senior Vice President of Corporate Affairs for Aladdin Gaming, LLC, which
owned the Aladdin Resort & Casino. Before joining the Aladdin in 1998, she owned her own gaming
consulting business focused exclusively on assisting senior management and corporate boards with
various gaming business issues. Earlier in her career, Ms. Becker served as Chief of Staff to
former Governor Bob Miller of the State of Nevada, was a Senior Vice President and General Counsel
of Harrahs Hotel and Casino Corporation, and served as a board member on the Nevada State Gaming
Control Board. Ms. Becker formerly served on the boards of Fitzgeralds Gaming Corporation and
Powerhouse Technologies, Inc.
Executive Officers of Cash Systems, Inc.
The following table lists the executive officers of the Company and provides their respective
ages and current positions with the Company as of April 29, 2008. Biographical information for each
such person, other than Michael D. Rumbolz, whose biography is provided under the heading
Directors of Cash Systems, Inc., is provided below.
|
|
|
|
|
|
|
Name
|
|
Position
|
|
Age
|
Michael D. Rumbolz
|
|
Chief Executive Officer, President and Chairman of the Board
|
|
|
54
|
|
Andrew Cashin
|
|
Executive Vice President, Chief Financial Officer and
Treasurer
|
|
|
43
|
|
John F. Glaser
|
|
Executive Vice President of Sales and Marketing
|
|
|
52
|
|
Katherine W. Bloomfield
|
|
Chief Information Officer
|
|
|
55
|
|
Zev Kaplan
|
|
General Counsel and Assistant Secretary
|
|
|
55
|
|
Andrew Cashin
has been the Companys Executive Vice President, Chief Financial Officer and
Treasurer since March 23, 2006. Prior to joining the Company, Mr. Cashin was employed as a Senior
Vice President of Bally Gaming, a principal business unit of Bally Technologies, Inc. (formerly
known as Alliance Gaming Corporation), which is a worldwide leader in designing, manufacturing and
distributing traditional and nontraditional gaming machines. As Senior Vice President of Bally
Gaming, Mr. Cashin was responsible for oversight of Bally Gamings various business lines,
including game sales and game operations. Prior to serving in that capacity, Mr. Cashin was
employed as Vice President of Finance and Information Technology of Bally Gaming, where he was
responsible for the daily oversight of Bally Gamings finance department. Prior to that, Mr. Cashin
was the Western Regional Brand Operations Manager at Harrahs Entertainment, Inc. Mr. Cashin began
his professional career as an accountant with Arthur Andersen & Co.
John F. Glaser
has been the Companys Executive Vice President of Sales and Marketing since
June 6, 2005. Mr. Glaser has over 20 years of sales and marketing experience, including 13 years of
experience in the gaming sector. He is the former Vice President of Sales for Bally Gaming, where
he oversaw the sale and leasing of gaming machines for the United States and Canadian markets.
Prior to joining Bally Gaming in 1997, Mr. Glaser was the Director of Sales for International Game
Technology, where he was responsible for hiring, training and developing the sales and sales
support staff as well as for the sale and leasing of over 79,000 gaming machines. Mr. Glaser joined
International Game Technology in 1992 from The Circle K Corporation, where he spent eight years as
Manager and Regional Marketing Director.
Katherine W. Bloomfield
has been the Companys Chief Information Officer since August 1, 2005.
Ms. Bloomfield has over 20 years of experience in the software development and delivery industry,
specializing in enterprise data management and distribution solutions. Most recently, Ms.
Bloomfield was Vice President of Operations for VisionShare Inc. with responsibility for the
delivery of VisionShares integration services, managed services, product development, quality
assurance and customer support. Prior to VisionShare, Mr. Bloomfields management roles include
Vice President of Technical Operations for Stellent, Inc. and Director of Professional Services for
Apertus Technologies, where she was responsible for guiding the expansion of consulting services,
product training and product support organizations resulting in increased accountability and
revenue growth. Earlier in her career, Ms. Bloomfield held technical positions at
PricewaterhouseCoopers and Control Data where she was instrumental in the development and delivery
of custom software applications for the financial service and electrical utility industries,
respectively.
Zev E. Kaplan
has been the Companys General Counsel since March 2005. Mr. Kaplan has been a
member of the Board of Directors of Homeland Security Capital Corporation, a publicly-traded
company, since January 2006. From April 1995 to the present he has been General Counsel to the
Regional Transportation Commission of Southern Nevada, where he has played a key policy role in the
start-up of the local transit systems and their facilities. Mr. Kaplan spent fifteen years in
government services during which time he served as Senior Deputy D.A. with the Clark County
District Attorneys Office-Civil Division; General Counsel to the Nevada Public Service Commission;
and Staff Attorney to the U.S. Senate Committee
2
on Commerce, Science and Transportation. Mr. Kaplan received his J.D. from Southwestern
University School of Law; MBA from the University of Nevada, Las Vegas; and B.S. from the Smith
School of Business at the University of Maryland.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys executive officers
and directors, and persons who beneficially own more than 10% of the Companys common stock to file
reports of ownership and changes in ownership with the SEC. These persons are required to provide
us with copies of all Section 16(a) reports that they file. Based solely upon a review these
reports and written representations from our directors and executive officers, we believe that our
directors, executive officers and 10% owners complied with all Section 16(a) filing requirements
applicable to them during the year ended December 31, 2007, with
the exception of: Mr. Kaplan, Mr. Glaser, Mr. Cashin,
and Ms. Bloomfield, who filed a late Form 4 on
June 29, 2007 covering restricted stock grants of 10,000,
20,000, 25,000, and 20,000 shares of our common stock.
Code of Conduct
The Board of Directors has approved a Code of Conduct that applies to the Chief Executive
Officer, the Chief Financial Officer, and all other persons performing similar functions. The Code
of Conduct addresses such topics as ethical conduct, proper use of our assets, compliance with
applicable laws and regulations, and accuracy and preservation of public disclosures. The Code of
Conduct was filed as Exhibit 14 to the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2003. Copies of the Code of Conduct are available upon written request to:
Cash Systems, Inc.
Attn: Secretary
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
Any amendments or waivers to our Code of Conduct will be promptly disclosed by posting on our
website at www.cashsystemsinc.com.
Audit Committee
The Audit Committee operates under a written charter adopted by the Board of Directors. Among
other things, the purpose of the Audit Committee is to oversee and monitor the integrity of the
Companys financial statements and internal accounting and financial controls, the Companys
independent auditors qualifications, independence and compensation, the performance of the
Companys internal auditors and independent auditors, and the Companys compliance with legal and
regulatory requirements. The Audit Committee consists of Messrs. Cruzen (Chairman) and Snyder and
Ms. Becker. The Board has determined that Mr. Cruzen is an audit committee financial expert as
defined by the rules of the SEC. The Board has also determined that each of Ms. Becker, Mr. Cruzen,
and Mr. Snyder is an independent director and meets each of the other requirements for Audit
Committee members under the applicable rules and regulations of NASDAQ.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Introduction
We have adopted a practice of offering competitive compensation intended to attract, retain
and motivate a qualified executive management team at market rates. With respect to our chief
executive officer (CEO), chief financial officer, and the other three most highly-compensated
executive officers (collectively referred to as the Named Executive Officers), this Compensation
Discussion and Analysis describes our compensation philosophy and objectives, methodologies to
establish their compensation, and the practices to administer such programs.
The Companys Compensation Committee (the Committee) is authorized to review and approve the
compensation of the CEO and recommend for approval of the full Board of Directors, the annual
compensation for each of the other Named Executive Officers. The Committee operates under a written
charter adopted by our Board and is comprised solely of
3
independent directors as determined in accordance with various rules and regulations of
NASDAQ, the SEC and the Internal Revenue Service.
Compensation Objectives and Philosophy
In determining the appropriate pay levels for base salary, target bonuses, and long-term
incentives, the Committee relied primarily on its review and analysis of the following factors,
where relevant for each Named Executive Officer:
|
|
|
the responsibilities of the position, the performance of the individual and
his or her general experience and qualifications
|
|
|
|
|
our overall financial performance (including budget variances) for the
previous year and the contributions to such performance measures by the
individual or his or her department
|
|
|
|
|
the individuals total compensation during the previous year or at his or her
prior employment where relevant to the position filled at the Company
|
|
|
|
|
compensation levels paid by comparable companies in similar industries
|
|
|
|
|
the individuals length of service with us
|
|
|
|
|
any knowledge or set of skills not easily replaceable that are critical to
the success of the Company
|
|
|
|
|
the individuals effectiveness in dealing with external and internal audiences
|
The primary objective of our fiscal year 2007 executive compensation program was to motivate
executives and key talent to achieve critical financial and non-financial corporate goals. Our 2007
executive compensation program took into account the Companys dependence on the long-term
development and implementation of new technologies and innovative processes. As with many companies
who have long development cycles of key products, it was critical for us to recognize annual
individual contributions that would positively impact Company value in future years. This was also
necessary to retain key executive talent during the development cycle of our products.
The Committee believes that a culture of Company ownership is critical to align executive and
stockholder interests. To attract, reward, and retain highly talented executives, key objectives of
our executive compensation program are to pay executives competitively, both in value and the mix
of pay between each component of total compensation. The Committee believes we accomplish these
objectives by providing total compensation packages to our executive team that are comparable to
executives of similarly sized companies and with similar roles and responsibilities within the
industries in which we compete for executive talent. The Committee believes that the compensation
of our Named Executive Officers is competitive with companies of similar size and with comparable
operating results in similar industries.
Methodologies for Establishing Compensation Program
At the end of fiscal year 2006, the Committee engaged an independent compensation consultant
to advise the Committee on the principal aspects of executive compensation, including base salaries
and short- and long-term incentives, as well as all aspects of Board of Directors compensation.
The Committee selected Presidio Pay Advisors, Inc. (Presidio Pay), an independent compensation
consultant, to provide the Committee with a competitive analysis of current executive and Board of
Directors compensation for fiscal year 2007 and to assist the Committee in complying with new
executive compensation disclosure requirements for fiscal year 2006. The analysis and
recommendations of Presidio Pay for executive management and the Board of Directors is reflected in
the new employment agreement for our CEO and have been incorporated into the fiscal year 2007
compensation program.
Presidio Pay reported to the Committee rather than to management, although it met with
management from time to time for purposes of gathering information on proposals that management
made to the Committee. The Committee is free to replace Presidio Pay or hire additional consultants
at any time. Presidio Pay has not provided any other services, outside those listed above, to the
Company and received compensation only with respect to the services provided to the Committee.
The Committee acts independently of the CEO when determining the compensation program and
levels for the CEO. The Committee will solicit recommendations from the CEO and other members of
senior management for the compensation
4
program for the other Named Executive Officers. However, implementation of any recommendations
made by the CEO or other members of senior management is at the sole discretion of the Committee.
When share based compensation is included as part of an executives compensation, the share
based grants (i.e. options or restricted stock) are approved by the Committee and priced based on
the closing price of the Companys stock on the date the grant is approved by the Committee.
Components of our Compensation Program
The Committee uses the above objectives as a guide for assessing how to allocate each of the
following components of our compensation program:
|
|
|
Annual base salaries
|
|
|
|
|
Short-term cash bonuses
|
|
|
|
|
Long-term equity-based compensation (stock options, restricted shares, etc.)
|
|
|
|
|
Retirement benefits provided under a 401(k) plan
|
|
|
|
|
Executive perquisites
|
|
|
|
|
Benefits provided under an all-employee benefit program
|
Base Salary
Base salaries are the fixed, recurring portion of the employees cash compensation paid over a
12 month period and are intended to reward the day-to-day aspects of their roles and
responsibilities and to maintain pay levels and pay mix that are competitive with those companies
with whom we compete for executive talent. The Committee believes that the fiscal year 2007 base
compensation of our Named Executive Officers was competitive with companies of similar size and
with comparable operating results in similar industries.
Annual Incentives
Historically, annual bonuses have been distributed by the CEO using a bonus pool approved by
the Board of Directors, the final distribution of which was reported back to the Board of
Directors. The Committee has established a formal executive bonus plan to reward executives based
on performance in their positions as well as the overall performance of the Company. The plan is
effective for fiscal year 2008. For fiscal year 2007 performance, no annual bonuses were paid out.
Annual bonuses are intended to reward overall financial performance, including budget
variances for the previous year, and the contributions to such performance measures by an executive
or his or her business unit. In addition, the Committee considers subjective performance metrics of
the executive and the individuals effectiveness in dealing with external and internal
constituencies. When performance is achieved, bonuses can be a significant portion of an
executives annual compensation package.
In fiscal year 2007, the CEO was awarded a contractual cash bonus of $50,000, based on the
terms of his employment agreement signed in fiscal year 2004 for
fiscal year 2006 performance. None of the other Named Executive
Officers were awarded a cash bonus for fiscal year 2007 performance. In addition, the Executive
Vice President of Sales and Marketing was awarded 20% of the commissions earned by the sales
department pursuant to his employment agreement in which he is entitled to participate in the
Companys sales commission program as determined by senior management. Sales commissions are paid
based on such factors as gross profit percentage and length of contract term.
Long-Term Incentives
The Committee believes that equity ownership of the Named Executive Officers aligns the
interests of the executives with those of our stockholders and enhances our ability to attract and
retain highly qualified personnel on a basis competitive with industry practices. Equity-based
incentives granted by the Company pursuant to our equity incentive plans helps achieve this
objective and provides additional compensation to the executives. We have granted both stock
options and restricted stock as a long-term, equity-based compensation that vests based on
continued employment over multiple years. The number of options and/or restricted stock granted and
the vesting schedule for each executives grant in 2007 was determined based
5
on a variety of factors, including market pay practices, the availability of shares under the
current equity incentive plan, and concerns over stockholder dilution.
In fiscal year 2007, the Committee chose to issue restricted shares to Andrew Cashin (Chief
Financial Officer), John Glaser (Executive VP of Sales and Marketing), Kate Bloomfield (Chief
Information Officer), and Zev Kaplan (General Counsel). The Committees decision was based on
concern over stockholder dilution, the limited number of shares reserved for future issuance under
the current equity incentive plan, and the need to make a competitive long-term incentive grant to
retain Mr. Cashin, Mr. Glaser, Ms. Bloomfield, and Mr. Kaplan. The use of restricted stock allowed
the Committee to use fewer underlying shares than would be required using stock options, while
conserving the additional shares remaining in the pool to attract or retain other key executives.
Benefits & Perquisites
In fiscal year 2007, the Named Executive Officers were eligible to receive health care
coverage, dental and vision insurance, long-term and short-term disability insurance, life and
accidental death and dismemberment insurance, health and dependent care flexible spending accounts,
and certain other benefits that are generally available to other Company employees.
Other perquisites given to the Named Executive Officers can include vacation time in addition
to the vacation time typically provided to other Company employees and an automobile allowance.
The Company maintains a tax-qualified
401(k)
Plan.
The 401(k) Plan permits participants to
make 401(k) contributions on a pretax basis. All employees of the Company who are at least age 21
are eligible to participate in the 401(k) Plan. In general, participants can contribute up to
$15,500 of their pretax compensation to the 401(k) Plan (subject to changes by the IRS on an annual
basis). The 401(k) Plan also provides that the Company will make a matching contribution on behalf
of each eligible participant equal to 100% of the 401(k) contributions made by such participants,
up to 4% of their individual compensation.
We believe our perquisites and generally available benefits, such as 401(k) plans and health
care coverage, are standard components of any competitive pay package. We feel that without
offering these additional elements of compensation, we would not be able to attract and retain key
executive talent. In addition to competitive practices, our benefits programs give our employees
access to quality healthcare, financial protection from unforeseen events, assistance in achieving
retirement financial goals, enhanced health, and productivity in full compliance with applicable
legal requirements. These generally available benefits typically do not specifically factor into
decisions regarding an individual executives total compensation or equity award package.
Chief Executive Officer Compensation
The base salary of our CEO, Michael D. Rumbolz, was paid under the terms of his current
employment agreement, which was executed in 2007. The agreement set Mr. Rumbolzs base salary at
$350,000, with the potential to earn more than the base amount upon the satisfaction of specified
performance goals, as established by the Committee. No bonus was
awarded for fiscal year 2007 performance. Mr. Rumbolzs original employment agreement,
which was executed in 2004, provided for an annual cash bonus of a minimum amount of $50,000
payable on February 15, 2007 for fiscal year 2006 performance. The CEOs job performance was evaluated by reference to the
performance of the Company with respect to revenue and earnings, return on stockholders equity,
improving capital structure and financial condition, as well as the CEOs leadership and
team-building skills.
Change of Control and Post-Employment Payments
From time to time, the Company may enter into certain arrangements that provide for payment
upon the termination of a Named Executive Officer. Currently, the Named Executive Officers have
provisions in their employment agreements that would provide for some form of post-employment
severance benefits. The Company believes that post-employment severance benefits are in line with
market pay practices. There are a number of different types of arrangements the Company currently
has with its Named Executive Officers. The potential payments for each Named Executive Officer are
identified in the Potential Post-Employment Payment Calculations section of this filing. The
following summarizes the potential payments the Company is obligated to make in the event of an
involuntary termination without cause and involuntary termination upon a change-in-control.
Involuntary Termination Without Cause
In the event of a termination of the Named Executive
Officers employment without cause by the Company, the executive will be entitled to full vesting
of any unvested restricted stock awards. In
6
addition, certain Named Executive Officers are eligible to continue to receive the base salary
and certain benefits agreed upon under their employment agreements for the remaining term of the
agreement if they are terminated without cause.
Involuntary Termination Following a Change of Control
If a change of control of the
Company occurs, each Named Executive Officer will be entitled to full vesting of any unvested
restricted stock awards. In addition, the Board, pursuant to the 2005 Equity Incentive Plan, has
the discretion to accelerate the vesting of any stock options or restricted shares granted. In
addition, each Named Executive Officer will be eligible to continue to receive the base salary and
certain benefits agreed upon under their employment agreement for the remaining term of the
agreement if they are terminated without cause following a change of control.
Tax Deductibility and Executive Compensation
We have structured our compensation program to comply with Internal Revenue Code Sections
162(m). Under Section 162(m) of the Internal Revenue Code, a limitation was placed on tax
deductions of any publicly-held corporation for individual compensation to certain executives of
such corporation exceeding $1,000,000 in any taxable year, unless the compensation is
performance-based. The Company has no individuals with non-performance based compensation paid in
excess of the Internal Revenue Code Section 162(m) tax deduction limit.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management and, based on such review and
discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be
included in this Annual Report of Form 10-K.
The COMPENSATION COMMITTEE
Patricia Becker, Chair
Patrick R. Cruzen
Donald Snyder
The information contained in this report shall not be deemed to be soliciting material or
filed with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to
the extent that the Company specifically incorporates it by reference into a document filed under
the Securities Act or the Exchange Act.
7
EXECUTIVE COMPENSATION
The following table illustrates the compensation paid during fiscal year 2007 to our Chief
Executive Officer, Chief Financial Officer, and each of our three other most highly compensated
executive officers who were serving as executive officers at the end of fiscal year 2007. We
collectively refer to these persons as the Named Executive Officers.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
Name and
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)
|
|
|
($)(3)
|
|
|
($)
|
|
|
($)(4)
|
|
|
($)
|
|
Michael D. Rumbolz
|
|
|
2007
|
|
|
$
|
350,000
|
|
|
$
|
50,000
|
|
|
$
|
66,796
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
29,323
|
|
|
$
|
496,119
|
|
Chief Executive Officer,
|
|
|
2006
|
|
|
$
|
350,000
|
|
|
$
|
50,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
29,123
|
|
|
$
|
429,123
|
|
President & Chairman of
the Board
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Cashin
|
|
|
2007
|
|
|
$
|
250,000
|
|
|
$
|
|
|
|
$
|
143,087
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
5,319
|
|
|
$
|
398,406
|
|
Executive Vice President,
|
|
|
2006
|
|
|
$
|
184,616
|
|
|
$
|
|
|
|
$
|
87,434
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
33,504
|
|
|
$
|
305,554
|
|
Chief
Financial Officer &
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John F. Glaser
|
|
|
2007
|
|
|
$
|
170,000
|
|
|
$
|
|
|
|
$
|
23,798
|
|
|
$
|
|
|
|
$
|
33,884
|
|
|
$
|
|
|
|
$
|
13,474
|
|
|
$
|
241,156
|
|
Executive Vice President
|
|
|
2006
|
|
|
$
|
160,769
|
|
|
$
|
16,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
58,469
|
|
|
$
|
|
|
|
$
|
13,794
|
|
|
$
|
249,032
|
|
of Sales & Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Katherine W. Bloomfield
|
|
|
2007
|
|
|
$
|
150,000
|
|
|
$
|
|
|
|
$
|
23,798
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
10,856
|
|
|
$
|
184,654
|
|
Chief Information Officer
|
|
|
2006
|
|
|
$
|
146,615
|
|
|
$
|
12,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
11,279
|
|
|
$
|
|
|
Zev E. Kaplan
|
|
|
2007
|
|
|
$
|
125,000
|
|
|
$
|
|
|
|
$
|
11,902
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
33,550
|
|
|
$
|
170,452
|
|
General Counsel
|
|
|
2006
|
|
|
$
|
125,000
|
|
|
$
|
18,500
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
34,482
|
|
|
$
|
177,982
|
|
|
|
|
(1)
|
|
The bonus for Mr. Rumbolz is a guaranteed payment for fiscal year 2005 and 2006 performance per his original employment agreement paid in fiscal year 2006 and 2007, respectively. The bonuses for Mr. Glaser, Ms. Bloomfield, and Mr. Kaplan are discretionary bonuses for fiscal year 2005 performance paid in fiscal year 2006.
|
|
(2)
|
|
The amounts reported in this column represent expense recognized in 2007 for restricted
stock award grants, calculated in accordance with Financial Accounting Standards Board
Statement No. 123(R), Share-based Payments and include expense for awards granted in
2007 and prior years. These amounts were determined by multiplying the number of
restricted shares granted by the market price of a share of our common stock on the
date of grant, allocated over the vesting period of the award.
|
|
(3)
|
|
In his capacity as the Executive Vice President of Sales & Marketing, Mr. Glaser was
the only executive eligible to participate in the sales commission program per his
employment agreement. The plan is designed to promote profitable growth of the Company
by providing commission payments based on (i) achievement of gross profit dollars, (ii)
gross profit margin percent, and (iii) term of contract.
|
|
(4)
|
|
The amounts represent the following:
|
|
|
|
Mr. Rumbolz: $9,000 in automobile allowance, $11,323 in Company paid medical,
accidental death & disability, life, long-term disability, and dental premiums, and
$9,000 in 401(k) contributions made on his behalf;
|
|
|
|
|
Mr. Cashin: $5,319 in Company paid medical, accidental death & disability, life,
long-term disability, and dental premiums;
|
|
|
|
|
Mr. Glaser: $5,319 in Company paid medical, accidental death & disability, life,
long-term disability, and dental premiums, and $8,155 in 401(k) contributions made on
his behalf;
|
|
|
|
|
Ms. Bloomfield: $5,319 in Company paid medical, accidental death & disability, life,
long-term disability, and dental premiums, and $5,960 in 401(k) contributions made on
her behalf; Mr. Clifford: $1,000 in automobile allowance, $1,330 in Company paid
medical, accidental death & disability, life, long-term disability, and dental
premiums, and $78,222 in consulting fees paid for Mr. Cliffords post-termination
consulting arrangement with the Company; and
|
|
|
|
|
Mr. Kaplan: $24,000 in administrative reimbursement to Zev E. Kaplan Ltd, Mr.
Kaplans professional law corporation, $5,319 in Company paid medical, accidental death
& disability, life, long-term disability, and dental premiums, and $4,231 in 401(k)
contributions made on his behalf.
|
8
Employment Agreements
Subsequent to an amendment to extend the expiration of Mr. Rumbolzs original contract from
December 31, 2006 to March 31, 2007, the Company entered into a new employment agreement with
Michael D. Rumbolz, effective March 6, 2007, pursuant to which Mr. Rumbolz serves as the Companys
Chief Executive Officer, Chairman of the Board, and President. Under the terms of the new
agreement, Mr. Rumbolz receives an annual base salary of $350,000, has been granted 65,000 shares
of restricted stock at the fair market value of such stock on the date of grant, vesting in four
equal annual installments, and is entitled to no less than two weeks paid annual vacation,
reimbursement for any and all ordinary and necessary business expenses that he reasonably incurs in
connection with the business of the Company, and other usual benefits. This new agreement expires
on March 5, 2009, unless sooner terminated or extended.
On March 23, 2006, the Company entered into an employment agreement with Andrew Cashin,
pursuant to which Mr. Cashin serves as the Companys Executive Vice President and Chief Financial
Officer. Pursuant to this agreement, Mr. Cashin receives an annual base salary of $250,000, bonus
compensation as determined by the Companys Board of Directors, no less than four weeks paid annual
vacation, reimbursement for any and all ordinary and necessary business expenses that he reasonably
incurs in connection with the business of the Company, and other usual benefits. Mr. Cashin also
received 50,000 shares of restricted stock as well as an additional grant in 2007 of 25,000 at the
fair market value of such stock on the date
of grant, vesting in three equal annual installments. The employment agreement expires on
March 22, 2009, unless sooner terminated or extended.
On June 6, 2005, the Company entered into an employment agreement with John F. Glaser,
pursuant to which Mr. Glaser serves as the Companys Executive Vice President of Sales & Marketing.
Pursuant to this agreement, Ms. Glaser receives an annual base salary of $150,000 through June 5,
2006 and $170,000 from June 6, 2006 through June 5, 2007. Mr. Glaser is also eligible for bonus
compensation as determined by the Companys Board of Directors, no less than four weeks paid annual
vacation, reimbursement for any and all ordinary and necessary business expenses that he reasonably
incurs in connection with the business of the Company, and other usual benefits. In addition, Mr.
Glaser participated in the FY 2007 Sales Compensation Plan. Mr. Glasers FY 2007 commission
earnings can be found in the Summary Compensation Table. Mr. Glaser also received the option to
purchase 100,000 shares of the Companys common stock at the fair market value of such stock on
the date of grant. This agreement expired on June 5, 2007. The Company currently employs Mr. Glaser
as an at-will employee.
On July 5, 2005, the Company entered into an employment agreement with Katherine W.
Bloomfield, pursuant to which Ms. Bloomfield serves as the Companys Chief Information Officer.
Pursuant to this agreement, Ms. Bloomfield receives an annual base salary of $150,000, bonus
compensation as determined by the Companys Board of Directors, no less than four weeks paid annual
vacation, reimbursement for any and all ordinary and necessary business expenses that she
reasonably incurs in connection with the business of the Company, and other usual benefits. Ms.
Bloomfield also received the option to purchase 70,000 shares of the Companys common stock at the
fair market value of such stock on the date of grant. This agreement expired on August 1, 2007.
The Company currently employs Ms. Bloomfield as an at-will employee.
On March 14, 2005, the Company entered into an employment agreement with Zev E. Kaplan,
pursuant to which Mr. Kaplan serves as the Companys General Counsel. Pursuant to this agreement,
Mr. Kaplan receives an annual base salary of $125,000, bonus compensation as determined by the
Companys Board of Directors, no less than two weeks paid annual vacation, reimbursement for any
and all ordinary and necessary business expenses that he reasonably incurs in connection with the
business of the Company, $24,000 in administrative reimbursement to Mr. Kaplans professional law
corporation, and other usual benefits. This agreement expired on March 13, 2007. The Company
currently employs Mr. Kaplan as an at-will employee.
9
Grants of Plan-Based Awards
The following table complements the Summary Compensation Table disclosure of the grant date
fair value of stock option and restricted stock awards granted to our Named Executive Officers
during fiscal year 2007.
Grants of Plan-based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
or Base
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
Estimated Future Payouts
|
|
Number of
|
|
Number of
|
|
Price of
|
|
Fair Value
|
|
|
|
|
|
|
Under Non-Equity
|
|
Under Equity Incentive
|
|
Shares
|
|
Securities
|
|
Option
|
|
of Stock
|
|
|
|
|
|
|
Incentive Plan Awards
|
|
Plan Awards
|
|
of Stock
|
|
Underlying
|
|
Awards
|
|
and
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
or Units
|
|
Options
|
|
($/Share)
|
|
Option
|
Name
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(2)
|
|
Awards
|
Michael D. Rumbolz
|
|
|
3/6/2007
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,000
|
(1)
|
|
|
|
|
|
$
|
5.03
|
|
|
$
|
326,950
|
|
Andrew Cashin
|
|
|
6/6/2007
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
6.30
|
|
|
$
|
157,500
|
|
John F. Glaser
|
|
|
6/6/2007
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
$
|
6.30
|
|
|
$
|
126,000
|
|
Katherine W. Bloomfield
|
|
|
6/6/2007
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
$
|
6.30
|
|
|
$
|
126,000
|
|
Zev E. Kaplan
|
|
|
6/6/2007
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
$
|
6.30
|
|
|
$
|
63,000
|
|
|
|
|
(1)
|
|
In conjunction with his employment as Chief Executive Officer,
President, and Chairman of the Board, Mr. Rumbolz was granted 65,000
shares of restricted stock at a price of $5.03 per share on March 6,
2007.
|
|
(2)
|
|
Grant price of restricted stock award is equal to the closing price of
our common stock on the date of grant.
|
Outstanding Equity Awards at Fiscal Year-End
The following table shows information as of December 31, 2007 for our Named Executive Officers
concerning unexercised options, stock that has not vested and equity incentive plan awards.
Outstanding Equity Awards at Fiscal Year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
Unearned
|
|
Payout Value
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Shares,
|
|
of Unearned
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
Units or
|
|
Shares, Units
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
Units of
|
|
Units of
|
|
Other
|
|
or Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
|
|
Stock That
|
|
Stock That
|
|
Rights That
|
|
Rights That
|
|
|
Options
|
|
Options
|
|
Unearned
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
|
(#)
|
|
(#)
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable(1)
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)(2)
|
|
(#)
|
|
($)
|
Michael D. Rumbolz
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
$
|
7.45
|
|
|
|
12/22/2014
|
|
|
|
65,000
|
(3)
|
|
$
|
287,300
|
|
|
|
|
|
|
$
|
|
|
Andrew Cashin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
33,334
|
(4)
|
|
$
|
147,336
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
25,000
|
(5)
|
|
$
|
110,500
|
|
|
|
|
|
|
$
|
|
|
John F. Glaser
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
7.69
|
|
|
|
6/6/2015
|
|
|
|
20,000
|
(6)
|
|
$
|
88,400
|
|
|
|
|
|
|
$
|
|
|
Katherine W. Bloomfield
|
|
|
70,000
|
|
|
|
|
|
|
|
|
|
|
$
|
8.05
|
|
|
|
8/1/2015
|
|
|
|
20,000
|
(6)
|
|
$
|
88,400
|
|
|
|
|
|
|
$
|
|
|
Zev E. Kaplan
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
$
|
7.70
|
|
|
|
3/15/2015
|
|
|
|
10,000
|
(7)
|
|
$
|
44,200
|
|
|
|
|
|
|
$
|
|
|
10
|
|
|
(1)
|
|
On December 31, 2005, the Company accelerated the vesting of all outstanding stock
option grants for all employees so that all options were fully exercisable.
|
|
(2)
|
|
Value is based on the closing price of our common stock of $4.42 on December 31, 2007.
|
|
(3)
|
|
Consists of 65,000 shares of restricted stock that vest 16,250 on the first, second,
third, and fourth anniversary of the grant date.
|
|
(4)
|
|
Consists of 50,000 shares of restricted stock that vest 16,666 on the first
anniversary of the grant date and 16,667 on the second and third anniversary of the
grant date.
|
|
(5)
|
|
Consists of 25,000 shares of restricted stock that vest 8,334 on the first
anniversary of the grant date and 8,333 on the second and third anniversary of the
grant date.
|
|
(6)
|
|
Consists of 20,000 shares of restricted stock that vest 6,667 on the first and second
anniversary of the grant date and 6,666 on the third anniversary of the grant date.
|
|
(7)
|
|
Consists of 10,000 shares of restricted stock that vest 3,334 on the first
anniversary of the grant date and 3,333 on the second and third anniversary of the
grant date.
|
Option Exercises and Stock Vested
16,667 shares of restricted stock vested for one of our Named Executive Officers during 2007.
None of our Named Executive Officers exercised any options in 2007.
Nonqualified Deferred Compensation
The Company does not maintain any deferred compensation programs. Accordingly, none of our
Named Executive Officers deferred compensation during 2007.
Potential Post-Employment Payment Calculations
The Company has entered into certain agreements and maintains certain plans that will require
the Company to provide compensation to certain Named Executive Officers in the event of termination
of employment, resignation, death or disability, or change in control of the Company. The amount of
compensation payable to each Named Executive Officer in each situation is listed in the tables
below. The Company does not provide for any payments upon retirement or upon termination for cause.
Regardless of the manner in which a Named Executive Officers employment terminates, he is
entitled to receive amounts earned during his term of employment, including amounts accrued and
vested through the 401(k) Plan and, except as provided in the tables below, each Named Executive
Officers is eligible to receive vested equity awards upon a termination of employment for any
reason. If a change of control of the Company occurs, each Named Executive Officer is entitled to
the same severance benefits as in the case of an involuntary termination without cause regardless
of whether a termination of employment occurs. The following tables describe the potential payments
upon termination or a change in control of the Company for the Named Executive Officers. The actual
amounts paid to any Named Executive Officer can only be determined at the time of the executives
separation from the Company.
Mr. Michael Rumbolz
Subsequent to an amendment to extend the expiration of Mr. Rumbolzs original contract from
December 31, 2006 to March 31, 2007, the Company entered into a new employment agreement with
Michael D. Rumbolz, effective March 6, 2007, pursuant to which Mr. Rumbolz serves as the Companys
Chief Executive Officer, Chairman of the Board, and President.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
Executive Benefits and
|
|
|
|
|
|
Not for Cause
|
|
|
For Cause
|
|
|
Death or
|
|
Payments Upon Termination(1)
|
|
Resignation(2)
|
|
|
Termination(3)
|
|
|
Termination
|
|
|
Disability
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
57,534
|
|
|
$
|
412,329
|
|
|
$
|
|
|
|
$
|
|
|
Short-Term Incentive(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Restricted Stock
|
|
|
|
(5)
|
|
|
287,300
|
(6)
|
|
|
|
|
|
|
287,300
|
(6)
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile(7)
|
|
|
1,500
|
|
|
|
10,603
|
|
|
|
|
|
|
|
|
|
Health Care
|
|
|
1,861
|
|
|
|
13,339
|
|
|
|
|
|
|
|
|
|
Accrued Vacation Pay(8)
|
|
|
13,462
|
|
|
|
26,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
74,357
|
|
|
$
|
750,495
|
|
|
$
|
|
|
|
$
|
287,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
(1)
|
|
For purposes of this analysis, we assumed the executives base salary equal to be $350,000.
|
|
(2)
|
|
Assumes the Company exercises its right to relieve the executive of the obligation to
perform his duties immediately upon delivery of the executives notice of resignation and
the executive gives exactly 60 days notice of such resignation as required by the
executives employment agreement.
|
|
(3)
|
|
Assumes the executives severance benefit under an involuntary not for cause termination
is equal to the remaining term of the employment agreement base salary, benefits and
perquisites, and accelerated vesting of 65,000 unvested restricted stock awards as of
December 31, 2007. This term would be for a total of 430 days, with the term of the
employment agreement terminating on March 5, 2009.
|
|
(4)
|
|
The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target. Therefore, a reasonable assumption of the value of a bonus payment can
not be made.
|
|
(5)
|
|
No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.
|
|
(6)
|
|
Assumes full vesting of 65,000 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).
|
|
(7)
|
|
Under a resignation, the value of the automobile allowance is calculated as $750 per
month. Under an involuntary not for cause termination, the value is calculated as $750
per month prorated over the remaining term of the employment agreement of 430 days.
|
|
(8)
|
|
The value of these vacation days is calculated as the executives annual salary of
$350,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (2). Where the executives contract includes a partial year, the number of
vacation weeks accrued is assumed to be the full 2 weeks as provided for by the employment
agreement.
|
Mr. Andrew Cashin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
Executive Benefits and
|
|
|
|
|
|
Not for Cause
|
|
|
For Cause
|
|
|
Death or
|
|
Payments Upon Termination(1)
|
|
Resignation(2)
|
|
|
Termination(3)
|
|
|
Termination
|
|
|
Disability
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
41,096
|
|
|
$
|
306,164
|
|
|
$
|
|
|
|
$
|
|
|
Short-Term Incentive(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested
Restricted Stock
|
|
|
|
(5)
|
|
|
147,336
|
(6)
|
|
|
|
|
|
|
147,336
|
(6)
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care
|
|
|
874
|
|
|
|
6,514
|
|
|
|
|
|
|
|
|
|
Accrued Vacation Pay(7)
|
|
|
19,231
|
|
|
|
38,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
61,201
|
|
|
$
|
498,476
|
|
|
$
|
|
|
|
$
|
147,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
(1)
|
|
For purposes of this analysis, we assumed the executives base salary equal to be $250,000.
|
|
(2)
|
|
Assumes the Company exercises its right to relieve the executive of the obligation to
perform his duties immediately upon delivery of the executives notice of resignation and
the executive gives exactly 60 days notice of such resignation as required by the
executives employment agreement.
|
|
(3)
|
|
Assumes the executives severance benefit under an involuntary not for cause termination
is equal to the remaining term of the employment agreement base salary, benefits and
perquisites, and accelerated vesting of 33,334 unvested restricted stock awards as of
December 31, 2007. This term would be for a total of 447 days, with the term of the
employment agreement terminating on March 22, 2009.
|
|
(4)
|
|
The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target and has not yet paid a bonus to the executive since commencement of
employment. Therefore, a reasonable assumption of the value of a bonus payment can not be
made.
|
|
(5)
|
|
No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.
|
|
(6)
|
|
Assumes full vesting of 33,334 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).
|
|
(7)
|
|
The value of these vacation days is calculated as the executives annual salary of
$250,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (4). Where the executives contract includes a partial year, the number of
vacation weeks accrued is assumed to be the full 4 weeks as provided for by the employment
agreement.
|
Mr. John F. Glaser
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
Executive Benefits and
|
|
Voluntary
|
|
|
Not for Cause
|
|
|
For Cause
|
|
|
Death or
|
|
Payments Upon Termination(1)
|
|
Termination(2)
|
|
|
Termination(2)
|
|
|
Termination
|
|
|
Disability
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
13,973
|
|
|
$
|
13,973
|
|
|
$
|
|
|
|
$
|
|
|
Short-Term Incentive(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested
Restricted Stock:
|
|
|
|
(4)
|
|
|
88,400
|
(5)
|
|
|
|
|
|
|
88,400
|
(5)
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care
|
|
|
437
|
|
|
|
437
|
|
|
|
|
|
|
|
|
|
Accrued Vacation Pay(6)
|
|
|
13,077
|
|
|
|
13,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
27,487
|
|
|
$
|
115,887
|
|
|
$
|
|
|
|
$
|
88,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
For purposes of this analysis, we assumed the executives base salary equal to be $170,000.
|
|
(2)
|
|
As the executive is an at-will employee due to expiration of his employment agreement,
assumes the executive gives exactly 30 days notice of a resignation or, under an
involuntary not for cause termination, assumes the Company provides 30 days notice to the
executive.
|
|
(3)
|
|
The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target. Therefore, a reasonable assumption of the value of a bonus payment can
not be made.
|
|
(4)
|
|
No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.
|
13
|
|
|
(5)
|
|
Assumes full vesting of 20,000 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).
|
|
(6)
|
|
The value of these vacation days is calculated as the executives annual salary of
$170,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (4).
|
Ms. Katherine W. Bloomfield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
Executive Benefits and
|
|
Voluntary
|
|
|
Not for Cause
|
|
|
For Cause
|
|
|
Death or
|
|
Payments Upon Termination(1)
|
|
Termination(2)
|
|
|
Termination(2)
|
|
|
Termination
|
|
|
Disability
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
12,329
|
|
|
$
|
12,329
|
|
|
$
|
|
|
|
$
|
|
|
Short-Term Incentive(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested
Restricted Stock:
|
|
|
|
(4)
|
|
|
88,400
|
(5)
|
|
|
|
|
|
|
88,400
|
(5)
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care
|
|
|
437
|
|
|
|
437
|
|
|
|
|
|
|
|
|
|
Accrued Vacation Pay(6)
|
|
|
11,538
|
|
|
|
11,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
24,304
|
|
|
$
|
112,704
|
|
|
$
|
|
|
|
$
|
88,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
For purposes of this analysis, we assumed the executives base salary equal to be $150,000.
|
|
(2)
|
|
As the executive is an at-will employee due to expiration of her employment agreement,
assumes the executive gives exactly 30 days notice of a resignation or, under an
involuntary not for cause termination, assumes the Company provides 30 days notice to the
executive.
|
|
(3)
|
|
The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target. Therefore, a reasonable assumption of the value of a bonus payment can
not be made.
|
|
(4)
|
|
No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.
|
|
(5)
|
|
Assumes full vesting of 20,000 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).
|
|
(6)
|
|
The value of these vacation days is calculated as the executives annual salary of
$150,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (4).
|
Mr. Zev E. Kaplan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
Executive Benefits and
|
|
Voluntary
|
|
|
Not for Cause
|
|
|
For Cause
|
|
|
Death or
|
|
Payments Upon Termination(1)
|
|
Termination(2)
|
|
|
Termination(2)
|
|
|
Termination
|
|
|
Disability
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
10,274
|
|
|
$
|
10,274
|
|
|
$
|
|
|
|
$
|
|
|
Short-Term Incentive(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested
Restricted Stock:
|
|
|
|
(4)
|
|
|
44,200
|
(5)
|
|
|
|
|
|
|
44,200
|
(5)
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration(6)
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
Health Care
|
|
|
437
|
|
|
|
437
|
|
|
|
|
|
|
|
|
|
Accrued Vacation Pay(7)
|
|
|
9,615
|
|
|
|
9,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
22,326
|
|
|
$
|
66,526
|
|
|
$
|
|
|
|
$
|
44,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
(1)
|
|
For purposes of this analysis, we assumed the executives base salary equal to be $125,000.
|
|
(2)
|
|
As the executive is an at-will employee due to expiration of her employment agreement,
assumes the executive gives exactly 30 days notice of a resignation or, under an
involuntary not for cause termination, assumes the Company provides 30 days notice to the
executive.
|
|
(3)
|
|
The executive is entitled to a bonus based, in part, on performance as defined by the
Compensation Committee and the Board of Directors. Upon resignation, involuntary not for
cause termination, or death or disability, the executive or the executives estate would
be entitled to any bonus earned upon the date of a triggering event. The Company has not
set a bonus target. Therefore, a reasonable assumption of the value of a bonus payment can
not be made.
|
|
(4)
|
|
No restricted stock awards will vest within 60 days from the end of the fiscal year
December 31, 2007.
|
|
(5)
|
|
Assumes full vesting of 10,000 of unvested restricted stock at a price per share of $4.42
on the executives assumed date of termination, death, or disability (December 31, 2007).
|
|
(6)
|
|
Represents $2,000 per month of administrative reimbursement to Zev E. Kaplan Ltd, Mr.
Kaplans professional law corporation.
|
|
(7)
|
|
The value of these vacation days is calculated as the executives annual salary of
$125,000 divided by the weeks in a year (52) multiplied by the total number of accrued
vacation weeks (4).
|
Director Compensation
Each director who is not an employee of the Company was paid a quarterly retainer fee of
$7,500 during the year ended December 31, 2007. The directors are not paid any additional cash
retainer or meeting fees for committee or Board service. Directors are eligible to receive stock
option grants and restricted stock awards under our equity incentive plan. Stock options are
granted at fair market value on the date of grant.
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
or Paid
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
in Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name
|
|
($)
|
|
($)
|
|
($)(1)
|
|
($)
|
|
($)
|
|
($)
|
Patricia Becker
|
|
$
|
22,500
|
|
|
$
|
|
|
|
$
|
90,950
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
118,450
|
|
Patrick Cruzen
|
|
$
|
22,500
|
|
|
$
|
|
|
|
$
|
90,950
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
118,450
|
|
Don Kornstein(2)
|
|
$
|
22,500
|
|
|
$
|
|
|
|
$
|
90,950
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
118,450
|
|
Donald Snyder
|
|
$
|
22,500
|
|
|
$
|
|
|
|
$
|
90,950
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
118,450
|
|
|
|
|
(1)
|
|
Upon their re-election to the Board of Directors, Ms. Becker, Mr.
Cruzen, Mr. Kornstein and Mr. Snyder were granted 25,000 stock options
each at an exercise price equal to $6.36 on August 28, 2007 with
immediate vesting. The amounts reported in this column represent
expense recognized in 2007 for stock option grants, calculated in
accordance with Financial Accounting Standards Board Statement No.
123(R), Share-based Payments. These amounts were determined using
the Black-Scholes methodology.
|
|
(2)
|
|
Former director whose term ended on January 30, 2008.
|
15
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2007, the following directors and former directors have at
one time been members of the Companys Compensation Committee: Patrick R. Cruzen, Donald Snyder,
Patricia Becker, and Don R. Kornstein. None of the Compensation Committees current or former
members has at any time been an officer or employee of the Company. None of the Companys executive
officers serves or in the past fiscal year has served as a member of the board of directors or
compensation committee of any entity that has one or more of its executive officers serving on the
Companys Board of Directors or Compensation Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The SEC has defined beneficial ownership to mean more than ownership in the usual sense. For
example, a person has beneficial ownership of a share not only if he owns it in the usual sense,
but also if he has the power to vote, sell or otherwise dispose of the share. Beneficial ownership
also includes the number of shares that a person has the right to acquire within 60 days of April
29, 2008. Two or more persons might count as beneficial owners of the same share.
The following table shows, as of April 29, 2008, beneficial ownership of the Companys common
stock by (i) the persons or groups known by the Company to own more than 5% of the Companys
outstanding common stock, (ii) each director of the Company, (iii) the named executive officers in
the Summary Compensation Table of this Annual Report and (iv) all current executive officers and
directors as a group.
|
|
|
|
|
|
|
|
|
|
|
Common Stock Beneficially Owned
|
|
|
|
Number of
|
|
|
Percent of
|
|
Name and Address of Beneficial Owner
|
|
Shares(1)
|
|
|
Class(2)
|
|
Michael D. Rumbolz(3)
|
|
|
445,000
|
|
|
|
2.4
|
%
|
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
|
|
|
|
|
|
|
|
|
Andrew Cashin
|
|
|
100,000
|
|
|
|
*
|
|
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
|
|
|
|
|
|
|
|
|
John Glaser(6)
|
|
|
120,000
|
|
|
|
*
|
|
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
|
|
|
|
|
|
|
|
|
Zev Kaplan(7)
|
|
|
130,000
|
|
|
|
*
|
|
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
|
|
|
|
|
|
|
|
|
Katherine Bloomfield(8)
|
|
|
90,000
|
|
|
|
*
|
|
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
|
|
|
|
|
|
|
|
|
Patrick R. Cruzen(9)
|
|
|
171,000
|
|
|
|
*
|
|
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
|
|
|
|
|
|
|
|
|
Donald D. Snyder(10)
|
|
|
95,000
|
|
|
|
*
|
|
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
|
|
|
|
|
|
|
|
|
Patricia W. Becker(11)
|
|
|
85,000
|
|
|
|
*
|
|
7350 Dean Martin Drive, Suite 309
Las Vegas, NV 89139
|
|
|
|
|
|
|
|
|
David B. Williams(13)
|
|
|
984,597
|
|
|
|
5.3
|
%
|
860 Canal Street, 3rd Floor
Stamford, CT 06902
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
Common Stock Beneficially Owned
|
|
|
|
Number of
|
|
|
Percent of
|
|
Name and Address of Beneficial Owner
|
|
Shares(1)
|
|
|
Class(2)
|
|
Bridger Management, LLC(14)
|
|
|
1,078,100
|
|
|
|
5.8
|
%
|
101 Park Avenue 48th Floor
New York, NY 10178
|
|
|
|
|
|
|
|
|
Baron Capital Group, Inc.(15)
|
|
|
1,000,000
|
|
|
|
5.4
|
%
|
767 Fifth Avenue
New York, NY 10153
|
|
|
|
|
|
|
|
|
AG Asset Management(16)
|
|
|
1,148,306
|
|
|
|
6.2
|
%
|
245 Park Avenue, 42nd Floor
New York, NY 10167
|
|
|
|
|
|
|
|
|
NorthPointe
Capital, LLC(17)
|
|
|
946,840
|
|
|
|
5.2
|
%
|
3201 West
County Road 42 #106
Burnsville, MN 55306
|
|
|
|
|
|
|
|
|
Gilder, Gagnon, Howe & Co. LLC(18)
|
|
|
1,096,474
|
|
|
|
5.9
|
%
|
1775 Broadway, 26th Floor
New York, NY 10019
|
|
|
|
|
|
|
|
|
Morgan Stanley(19)
|
|
|
1,458,263
|
|
|
|
7.9
|
%
|
1585 Broadway
New York, NY 10036
|
|
|
|
|
|
|
|
|
CCM Master Qualified Fund, Ltd.(20)
|
|
|
1,070,272
|
|
|
|
5.8
|
%
|
One North Wacker Drive, Suite 4350
Chicago, IL 60606
|
|
|
|
|
|
|
|
|
William Blair & Company, LLC(21)
|
|
|
1,295,961
|
|
|
|
7.0
|
%
|
222 W. Adams
Chicago, IL 60606
|
|
|
|
|
|
|
|
|
All current directors and executive officers as a group (9 people)(22)
|
|
|
1,291,000
|
|
|
|
*
|
|
|
|
|
*
|
|
Less than one percent.
|
|
(1)
|
|
Except as otherwise noted below, each of the persons identified above
has sole voting and investment power over the shares of common stock
shown as beneficially owned, subject to community property laws where
applicable.
|
|
(2)
|
|
Shares of common stock issuable upon the exercise of stock options
exercisable within 60 days of April 9, 2007 are deemed outstanding
for computing the percentage of the person holding such securities
but are not deemed outstanding for computing the percentage of any
other person.
|
|
(3)
|
|
Includes 300,000 shares which may be purchased by Mr. Rumbolz upon
the exercise of currently exercisable options and 80,000 shares held
by the Rumbolz Trust of which Mr. and Mrs. Rumbolz are trustees with
voting power.
|
|
(6)
|
|
Relates to 100,000 shares which may be purchased by Mr. Glaser upon
the exercise of currently exercisable options.
|
|
(7)
|
|
Relates to 120,000 shares which may be purchased by Mr. Kaplan upon
the exercise of currently exercisable options.
|
|
(8)
|
|
Relates to 70,000 shares which may be purchased by Ms. Bloomfield
upon the exercise of currently exercisable options.
|
|
(9)
|
|
Includes 145,000 shares which may be purchased by Mr. Cruzen upon the
exercise of currently exercisable options.
|
|
(10)
|
|
Includes 60,000 shares which may be purchased by Mr. Snyder upon the
exercise of currently exercisable options.
|
|
(11)
|
|
Relates to 60,000 shares which may be purchased by Ms. Becker upon
the exercise of currently exercisable options.
|
|
(12)
|
|
Relates to 30,000 shares which may be purchased by Mr. Kornstein upon
the exercise of currently exercisable options.
|
17
|
|
|
(13)
|
|
Based on a Schedule 13G filed with the SEC on March 13, 2008, showing
shares owned as of December 31, 2007. According to this Schedule 13G,
as of December 31, 2007, David B. Williams had shared voting and
dispositive power over 984,597 shares.
|
|
(14)
|
|
Based on a Schedule 13G filed with the SEC on February 13, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, Bridger Management, LLC
(Bridger) and Roberto Mignone, the managing member of Bridger, had
shared dispositive power over 1,078,100 shares and shared voting
power over 1,078,100 of the same shares.
|
|
(15)
|
|
Based on a Schedule 13G filed with the SEC on February 14, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, Baron Capital Group, Inc.,
BAMCO, Inc., Baron Small Cap Fund, and Ronald Baron had shared voting
and dispositive power over 1,000,000 shares.
|
|
(16)
|
|
Based on a Schedule 13G filed with the SEC on January 9, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, AG Asset Management LLC, a
registered investment advisor, had sole voting and dispositive power
over 1,053,504 shares held in clients accounts.
|
|
(17)
|
|
Based on a Schedule 13G filed with the SEC on February 14, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, NorthPointe Capital,
LLC, a registered investment advisor, had sole voting and dispositive
power over 383,130 shares and 946,840 shares, respectively, held
in clients accounts.
|
|
(18)
|
|
Based on a Schedule 13G filed with the SEC on February 6, 2008,
showing shares owned as of December 31, 2007.
|
|
(19)
|
|
Based on a Schedule 13G filed with the SEC on February 14, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, Morgan Stanley and FrontPoint
Partners, LLC had shared voting and dispositive power over 1,458,263
shares.
|
|
(20)
|
|
Based on a Schedule 13G filed with the SEC on February 14, 2008,
showing shares owned as of December 31, 2007. According to this
Schedule 13G, as of December 31, 2007, CCM Master Qualified Fund,
Ltd., Coghill Capital Management, L.L.C. and Clint D. Coghill had
shared voting and dispositive power over 1,070,272 shares.
|
|
(21)
|
|
Based on a Schedule 13G filed with the SEC on January 9, 2008,
showing shares owned as of December 31, 2007.
|
|
(22)
|
|
Includes 985,000 shares which may be purchased by such current
directors and executive officers upon exercise of currently
exercisable options.
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons
Our Board of Directors has adopted a Related Person Transaction Policy, which was recommended
for approval by our Audit Committee. The Related Person Transaction Policy covers any transaction,
arrangement or relationship (or any series of similar transactions, arrangements or relationships),
in which the Company (including any of its subsidiaries) was, is or will be a participant and the
amount involved exceeds $25,000, and in which any related person had, has or will have a direct or
indirect interest. The Related Person Transaction Policy requires that such transactions be
approved by our Audit Committee.
The Related Person Transaction Policy requires that directors and officers report
relationships, potential conflicts and potential related party transactions to our General Counsel,
who will then screen the information and determine if the transaction must be submitted to our
Audit Committee.
18
There were no transactions during the fiscal year ended December 31, 2007, and there are no
currently proposed transactions, in which the Company was or is to be a participant and the amount
involved exceeds $120,000, and in which any related person of the Company had or will have a direct
or indirect material interest.
Director Independence
The Board of Directors and its various committees must have participation by members who are
independent as defined by the applicable rules and regulations of The NASDAQ Global Market,
including Rule 4200(a)(15) of the Marketplace Rules of The NASDAQ Stock Market LLC. The Board of
Directors has determined that each of Mr. Cruzen, Mr. Snyder, Ms. Becker is independent under such
rules and regulations.
Item 14. Principal Accountant Fees and Services
The Audit Committee has selected Virchow, Krause & Company, LLP as our independent public
accounting firm for the fiscal year ending December 31, 2008. The following is a summary of the
fees billed to us by our independent public accounting firm, Virchow, Krause & Company, LLP, for
professional services rendered for the fiscal years ended December 31, 2007 and December 31, 2006:
|
|
|
|
|
|
|
|
|
Type of Fees
|
|
2007
|
|
|
2006
|
|
Audit Fees
|
|
$
|
544,496
|
|
|
$
|
465,529
|
|
Audit-Related Fees
|
|
|
4,125
|
|
|
|
3,850
|
|
Tax Fees
|
|
|
25,140
|
|
|
|
33,800
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
573,761
|
|
|
$
|
502,909
|
|
|
|
|
|
|
|
|
In the above table, Audit Fees include fees for professional services rendered for the
integrated audit of our consolidated financial statements included in our annual report on Form
10-K and of our internal control over financial reporting, review of the unaudited financial
statements included in our quarterly reports on Form 10-Q, consents, assistance with documents
filed with the SEC, and accounting and reporting consultation in connection with the audit and/or
quarterly reviews. Audit-Related Fees are fees for assurance and related services that are
reasonably related to the performance of the audit or review of our financial statements, and
include fees for professional services rendered in the preparation and review of our registration
statements filed with the SEC. Tax Fees include fees for tax compliance and tax planning. All
Other Fees are fees for any services not included in the first three categories.
Pursuant to its written charter, the Audit Committee is required to pre-approve the audit and
non-audit services performed by the Companys independent registered public accounting firm in
order to assure that the provision of such services does not impair the independent registered
public accounting firms independence. As part of the Companys annual engagement agreement with
its independent registered public accounting firm, the Audit Committee has pre-approved the
following audit services: statutory and financial audits for the Company, audit services associated
with SEC registration statements, periodic reports and other documents filed with the SEC,
production of other documents issued by the independent registered public accounting firm in
connection with securities offerings (e.g., comfort letters, consents), and assistance in
responding to SEC comment letters. The Audit Committee also pre-approved U.S. federal, state, and
local tax compliance services. All other services must be specifically approved by the Audit
Committee before the independent registered public accounting firm is engaged to perform such
services. In addition, any proposed services exceeding pre-approved cost levels will require
specific pre-approval by the Audit Committee. This duty may be delegated to one or more designated
members of our Audit Committee with any such approval reported to our Audit Committee at its next
regularly scheduled meeting. All fees paid to the Virchow, Krause & Company, LLC in 2006 were
pre-approved by the Audit Committee. The Audit Committee retains the right to periodically revise
the nature of pre-approved services.
19
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(3)
List of Exhibits.
The following is a list of exhibits filed as a part of this Amendment
No. 1 to Annual Report on Form 10-K.
|
|
|
Exhibit No.
|
|
Description
|
31.1
|
|
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act 2002
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act 2002
|
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
Cash Systems, Inc.
|
|
|
By:
|
/s/ Michael D. Rumbolz
|
|
|
|
Michael D. Rumbolz
|
|
|
|
Chief Executive Officer and
|
|
|
April 29, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
|
DATE: April 29, 2008
|
/s/ Michael D. Rumbolz
|
|
|
Michael D. Rumbolz
|
|
|
Chief Executive Officer and Director
(Principal executive officer)
|
|
|
|
|
|
DATE: April 29, 2008
|
/s/ Andrew Cashin
|
|
|
Andrew Cashin
|
|
|
Chief Financial Officer
(Principal financial and accounting officer)
|
|
|
|
|
|
DATE: April 29, 2008
|
/s/ Patrick R. Cruzen
|
|
|
Patrick R. Cruzen
|
|
|
Director
|
|
|
|
|
|
DATE: April 29, 2008
|
/s/ Patricia W. Becker
|
|
|
Patricia W. Becker
|
|
|
Director
|
|
|
|
|
|
DATE: April 29, 2008
|
/s/ Donald D. Snyder
|
|
|
Donald D. Snyder
|
|
|
Director
|
|
|
21
Cash Systems (MM) (NASDAQ:CKNN)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Cash Systems (MM) (NASDAQ:CKNN)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024