- Current report filing (8-K)
27 5월 2010 - 5:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 20, 2010
HELIOS & MATHESON NORTH
AMERICA INC.
(Exact name of registrant as
specified in its charter)
|
|
|
|
|
Delaware
|
|
0-22945
|
|
13-3169913
|
(State or other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
200 Park Avenue South, New
York, New York
|
|
10003
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number,
including area code:
(212) 979-8228
|
|
(Former name or former address if changed since last report.)
|
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Officers.
Effective
May 20, 2010, the date of the Annual Shareholder Meeting of Helios &
Matheson North America Inc. (the “
Company
”), the
Company’s Board of Directors resolved that Ms. Divya Ramachandran
was appointed as the Company’s full-time Chief Executive
Officer to serve until her successor is duly appointed.
Ms. Ramachandran, age 30, has been and continues to be a
director of the Company since August 22, 2006. From
June 2007 until May 20, 2010,
Ms. Ramachandran served as Vice President of Helios and Matheson
Information Technology Ltd. (“
HMIT
”), the parent of the
Company which owns approximately 69% of the Company’s outstanding common
stock. From February 2004, Ms. Ramachandran was an Associate Vice
President of HMIT. Effective with her appointment as the Chief
Executive Officer of the Company, Ms. Ramachandran no longer
holds a full-time position with HMIT. From June 2003 to January 2004,
Ms. Ramachandran was Program Director for General Management Programs at
the Indian School of Business. From July 2002 to January 2003, Ms.
Ramachandran was a Senior Manager, Strategy and Restructuring Cell for Lupin
Limited. From June 2000 to 2001, Ms. Ramachandran was an associate
with Arthur Andersen. The terms of Ms. Ramachandran’s employment
agreement and compensation are currently under consideration and will be
disclosed once finalized under a separate filing on a Form 8-K.
Additionally, as an
update to the Company’s Form 10-Q filed on May 14, 2010 (File
Number: 000-22945), Mr. NR Suparna was appointed as the Company’s
Chief Operating Officer, effective May 20, 2010. The terms of
Mr. Suparna’s employment agreement and compensation are still under
consideration and will be disclosed once finalized under a separate filing on a
Form 8-K.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
May 20, 2010, the Company’s Board of Directors amended the
Company’s Bylaws to clarify that the Board of Directors may establish
committees of the Board of Directors with all authority of the Board of
Directors, as delegated from time to time and subject to the limitations set forth in the Delaware General
Corporation Law. The only changes to the Bylaws were made in Article III
Section 14 thereof.
A copy of the
amendment to the Bylaws is filed as Exhibit 3.2.2, and is incorporated
herein by reference, to this Report on Form 8-K.
2
Item 5.07 Submission of
Matters to a Vote of Security Holders.
The following are
the voting results on each matter submitted to the Company’s shareholders
at the Company’s Annual Shareholder Meeting, held on May 20, 2010.
The proposals below are described in detail in the Company’s Proxy
Statement filed on April 30, 2010. At the Annual Meeting, all of the 5
nominees for director were elected to the Company’s Board of Directors
for a one-year term (Proposal 1 below). In addition, management proposals
regarding ratification of the appointment of Mercadien, P.C. as the
Company’s independent registered public accounting firm for 2010
(Proposal 2 below), was approved.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker
|
|
|
|
|
|
|
For
|
|
Withheld
|
|
Non-Votes
|
1. The election, for
one-year terms, of all persons nominated for directors, as set forth in the
Company’s Proxy Statement, was approved by the following votes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Srinivasaiyer
Jambunathan
|
|
|
|
|
|
|
2,181,113
|
|
|
|
1,675
|
|
|
|
472,485
|
|
Daniel L. Thomas
|
|
|
|
|
|
|
2,181,113
|
|
|
|
1,675
|
|
|
|
472,485
|
|
Rabin K. Dhoble
|
|
|
|
|
|
|
2,181,113
|
|
|
|
1,675
|
|
|
|
472,485
|
|
Kishan Grama Ananthram
|
|
|
|
|
|
|
2,181,113
|
|
|
|
1,675
|
|
|
|
472,485
|
|
Divya Ramachandran
|
|
|
|
|
|
|
2,180,488
|
|
|
|
2,300
|
|
|
|
472,485
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
2. Ratification of the
appointment of Mercadien, P.C. as the Company’s independent registered
public accountant firm for the 2010 fiscal year, as set forth in the
Company’s Proxy Statement, was approved by the following vote:
|
|
|
2,651,383
|
|
|
|
3,890
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
EXHIBIT 3.2.2 FIRST AMENDMENT TO
BYLAWS, DATED MAY 20, 2010.
3
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
HELIOS & MATHESON
NORTH AMERICA INC.
|
|
|
By:
|
/s/ Salvatore M. Quadrino
|
|
|
Chief Financial Officer
|
Date: May 26,
2010
4
Helios & Matheson North America Inc. (MM) (NASDAQ:HMNA)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Helios & Matheson North America Inc. (MM) (NASDAQ:HMNA)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024