Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |_| 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 |_| 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: |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's 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. |X|
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 definition of "large accelerated filer", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):
Indicate by check mark whether the registrant is shell company (as defined
in rule 12b-2 of the Act). Yes |_| No |X|
The aggregate market value of the Common Stock of the registrant held by
non-affiliates of the registrant, based on the average bid and asked prices on
March 31, 2007, was approximately $6,450,225.
As of December 31, 2007, the registrant had a total of 6,497,185 shares of
Common Stock outstanding.
Global Payment Technologies, Inc. (the "Company") is filing this Amendment
No. 2 (this "Amendment No. 2") to its Annual Report on Form 10-K for the fiscal
year ended September 30, 2007, originally filed with the Securities and Exchange
Commission on January 23, 2008 (the "Original Filing"), and amended on January
25, 2008 for the purpose of including Part III of Form 10-K.
PART III
Item 10. Directors, Executive Officers
a) Directors, Executive Officers and Corporate Governance
The following table sets forth certain information with respect to our directors
and executive officers.
Name Age Positions with the Company
---- --- --------------------------
Richard E. Gerzof 62 Director, Chairman of the Board (1)(2)(3)(4)
Elliot H. Goldberg 67 Director, Chairman of the Audit and Compensation
Committees (1)(2)(3)(8)
William H. Wood 65 Director, Chairman of the Nominating Committee
(3)(8)
Matthew Dollinger 63 Director (1)(2)(8)
William McMahon 55 Interim Chief Executive Officer, President,
Chief Financial Officer, Secretary and Director (8)
Andre Soussa 47 Director, Chairman of the Board and Chief Executive
Officer (5)(6)
David Crompton 42 Director (7)
Steven Hugh Crisp 51 Director (7)
Robert W. Nader 49 Director (7)
|
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Nominating Committee
(4) Term of office- 2008 Annual Meeting
(5) Term of office- 2010 Annual Meeting
(6) On February 5, 2008 appointed as Chairman of the Board, Chief Executive
Officer, and a Director
(7) Person to become Director
(8) Resigned as a Director as of February 5, 2008
Richard E. Gerzof was Chairman of the Board of Directors from March 2004 to
February 2008, Vice Chairman of the Board of Directors from May 2003 to March
2004, and has been a director of the Company since its inception in 1988. Mr.
Gerzof has been a partner of Sun Harbor Manor, a nursing home, since 1974. He
has also been a licensed real estate broker since 1982 and was a partner or
principal in Sonom Realty Co., a property management and construction firm, from
1974 through 1992. He has also been a partner in the Frank's Steaks Restaurant
chain since 1993.
Elliot H. Goldberg was a director of the Company from January 2006 to
February 5, 2008. Mr. Goldberg has been the senior partner at the public
accounting firm of Liebman, Goldberg & Drogin, LLP since May 1, 1997. From 1967
to May 1, 1997 he operated the public accounting firm of Elliot H. Goldberg CPA
PC., which then merged into Liebman Goldberg & Drogin, LLP. Mr. Goldberg has
been a member of the New York State Society of CPAs and the American Institute
of Certified Public Accountants since 1967. Since 1971 Mr. Goldberg has been
President of Lor-Deb Enterprises Ltd., an insurance consulting brokerage firm.
Mr. Goldberg received a Bachelor of Arts Degree in Economics in 1963 and a
Bachelor of Business Administration Degree in Accounting in 1965 from the City
University of N.Y.
4
William H. Wood was a director of the Company from August 2004 to February
2008 and Chairman of the Nominating Committee from January 2005 to February
2008. He was President of the Company from January 1993 to March 1998 and served
as Chief Executive Officer of the Company from April 1993 to May 1996. He was a
director of the Company from May 1993 to March 1999. From April 1999 to July
2004 he was self employed in various consulting and sales assignments in the
beverage and vending industries, and was engaged in community activities and
private investments. From January 1990 until January 1993 he held various
executive positions at Maytag Corp./Dixie Narco Division, including Director of
Product Development (January 1990 to June 1990), Vice President, Engineering and
Technical Resources (July 1990 to April 1992), and Vice President, Gaming and
OEM Business (May 1992 to January 1993). From July 1990 to January 1993 he was
also a corporate officer of Maytag Corp., with responsibilities in its Dixie
Narco Division.
Matthew Dollinger was a director of the Company from April 25, 2006 to
February 2008. Mr. Dollinger has been a senior member of the law firm of
Dollinger, Gonski & Grossman since its formation in 1977. The firm is primarily
engaged in commercial and real property litigation in the Federal and State
Courts located in the States of New York, New Jersey and Florida. Mr. Dollinger
is licensed to practice law in New York and Florida as well as before various
United States District Courts and the United States Supreme Court. Mr. Dollinger
is a member of the New York State Bar Association, Florida Bar Association,
Nassau County Bar Association, Brooklyn Bar Association, Suffolk County Bar
Association and the American Bar Association. Mr. Dollinger participates as a
member of the Commercial Litigation and Real Property Committees in various
state bar associations. Mr. Dollinger has lectured to bar associations and
non-bar association groups in the fields of commercial litigation, title
insurance and ethical matters involving attorneys and clients. Mr. Dollinger
received a Juris Doctor Degree in 1969 from the Brooklyn Law School and a
Bachelor of Arts Degree in 1966 from the Long Island University.
William L. McMahon on February 5, 2008 resigned as a director of the
Company and as its Chief Executive Officer, but will remain at the Company as
its President and Chief Financial Officer. Mr. McMahon was appointed interim
President and Chief Executive Officer of the Company on June 1, 2007 and has
been Secretary of the Company and Vice President and Chief Financial Officer of
the Company since April 17, 2006. From October 2001 until April 16, 2006 Mr.
McMahon was Senior Vice President of Buccino & Associates, Inc. a national
turnaround consulting firm. From September 2000 to October 2001, Mr. McMahon
served as Chief Financial Officer of Bobby Allison Wireless, a publicly traded
retailing operation. Mr. McMahon was Chief Financial Officer of Serengeti
Eyewear, Inc., from June 1998 to September 2000. From December 1992 to June
1998, Mr. McMahon was Director of Development for Uniroyal Technology
Corporation, a manufacturer of specialty plastics and acrylics. From June 1984
to December 1992, Mr. McMahon was Vice President of Buccino & Associates, Inc.
Mr. McMahon received a Bachelor of Science Degree in Commerce and Accounting
from DePaul University in Chicago, Illinois in 1974.
Andre Soussa, has been the Chief Executive Officer of Global Payment
Technologies Australia ("GPTA") since 1997 and become Chairman of the Board and
Chief Executive Officer of the Company on February 5, 2008. He also founded
Ecash Pty Ltd, an Australian payment device company in 2000. Andre is an
Australian national who has spent many years prior to GPTA in senior executive
roles in multinational high technology organizations. He has spent many years in
sales, marketing and product development in markets such as gaming,
communications and electronic media. Mr. Soussa has an extensive entrepreneurial
business outlook with specialties including executive management, corporate
strategic planning, and product strategic planning. He holds a Bachelors Degree
in Electronics Engineering.
5
David Crompton has been a member of the law firm Church & Grace in
Australia since 1999 and has 19 years experience as a lawyer in private
practice. He is admitted to practice law in the Courts of the 3 Australian
states. He is engaged primarily in commercial, corporate and compliance and
finance law, both advising in transactions and undertaking litigation. His
clients include public companies from the commercial, trading, manufacturing and
importation and distribution sectors, financial services companies and
fiduciaries, bankruptcy trustees and international companies. He has previously
been a tutor in commercial law at the University of Technology, Sydney. He holds
the degrees of Bachelor of Economics (accounting and finance), Bachelor of Laws
and Master of Laws and a post-graduate Diploma of Applied Finance and
Investment. He is a member of The Law Society of New South Wales and a Senior
Associate of the Financial Services Institute of Australasia.
Steven Hugh Crisp, an Australian national, has extensive management
experience in senior leadership positions with large internationally recognized
global information and communications technology organizations. For the past 5
years, he has been Senior Vice President and Chief Operating Officer of
Getronics Asia Pacific Japan. He also sits on multiple company and joint venture
boards across Asia Pacific and Japan. He has a Bachelor of Business from Curtin
University and is a qualified CPA. He holds an Executive MBA (with distinction)
from the Australian Graduate School of Management. His specialties include
international business development and management, distressed business
recoveries and the strategic planning for startup operations.
Robert W. Nader, since April 2005 has been President/Chief Operating
Officer and Director for Caribbean CAGE, LLC, a route operator for gaming
technology in the Caribbean. From October 2001 to January 2005, he was President
of United Coin Machine Co., a $200,000,000 provider of route operations for the
gaming market. From 1995 to 2001, he was Senior Vice President Sales/Business
Development of the Company. He has a Master of Business Administration from the
Peter F. Drucker Graduate Management Center and a Bachelor of Science in
Engineering from the University of Nevada, Las Vegas.
b) Audit Committee
Our Board of Directors had a separate audit committee. As of February 4, 2008
the audit committee was composed of Elliot Goldberg, Chairman and its financial
expert, Richard Gerzof and Matthew Dollinger, each of whom are independent
directors as defined in Rule 10A-3 of the Securities Exchange Act of 1934. The
Board of Directors had determined that Mr. Goldberg meets the standards of an
audit committee "financial expert" as defined by the Sarbanes Oxley Act of 2002.
Since February 5, 2008 the Board of Directors has acted as the audit committee.
The Company anticipates that when Messrs. Crompton, Crisp and Nader join the
Board of Directors, the audit committee will be reconstituted.
c) Code of Ethics
The Company has adopted a code of ethics that applies to its directors, officers
and employees. The Company filed a copy of its code of ethics as Exhibit 14 to
its annual report on Form 10-K for the fiscal year ended September 30, 2004. The
Company intends to report amendments to or waivers from the Company's code of
ethics that are required to be reported pursuant to the rules of the Securities
and Exchange Commission on Form 8-K.
d) Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
of the Company. To the Company's knowledge, based solely on a review of such
reports furnished to the Company with respect to its most recent fiscal year,
the Company believes that during or with respect to the fiscal year ended
September 30, 2007 all reports under Section 16 (a) have been timely filed.
6
Item 11. Executive Compensation
Executive Compensation Discussion and Analysis
General Philosophy and Objectives
Our executive compensation policies are intended to attract, motivate and retain
key executives of superior ability. Our main objectives are to reward
individuals for their contributions to our performance and provide them with a
stake in our long-term success.
Compensation Process
The Compensation Committee of the Board of Directors is responsible for
developing and making recommendations to the Board of Directors with respect to
the Company's executive compensation policies. In addition, the Compensation
Committee determines the compensation to be paid to the Chief Executive Officer
and each of the other executive officers of the Company. During fiscal 2007, the
Compensation Committee was comprised of Messr. Gerzof, Goldberg and Dollinger,
all of whom were non-employee directors.
The objectives of the Company's executive compensation program are to:
* Support the achievement of desired Company performance; and
* Provide compensation that will attract and retain superior talent
and reward performance
The executive compensation program provides an overall level of compensation
opportunity that is competitive within the manufacturing industry on Long
Island, as well as with a broader group of companies of comparable size and
complexity.
Elements of Compensation
The Company's executive officer compensation program is comprised of base
salary, annual cash incentive compensation, long-term incentive compensation in
the form of stock options and various benefits, including medical and 401(k)
plans generally available to employees of the Company. William McMahon's and
Stephen Nevitt's base salary and stock option grants were defined by previous
employment agreements. Both agreements have expired.
Base Salary
Base salary levels for the Company's executive officers are competitively set
relative to companies in the manufacturing industry on Long Island, as well as
with a broader group of companies of comparable size and complexity. In
determining salaries, the Compensation Committee also takes into account
individual experience and performance and specific issues particular to the
Company.
Stock Option Program
The stock option program is the Company's long-term incentive plan for providing
an incentive to key employees (including directors and officers who are key
employees), consultants, and directors who are not employees of the Company.
The 2000 and 2006 Stock Option Plans authorize the Compensation Committee to
award key executives stock options. Options granted under the plans may be
granted containing terms determined by the Committee, including exercise period
and price; provided, however, that the plans require that the exercise price may
not be less than the fair market value of the Common Stock on the date of the
grant and the exercise period may not exceed ten years, subject to certain other
limitations.
Bonus
Based upon recommendations of the Compensation Committee, the Company may
provide to certain executive officers bonuses based on their performance and the
performance of the Company. In view of the Company's results, no bonuses were
awarded to named executive officers during the last three fiscal years.
7
Benefits
The Company provides to executive officers medical and 401(k) plan benefits that
generally are available to Company employees. The amount of perquisites provided
to each named executive officer, as determined in accordance with the rules of
the Securities and Exchange Commission relating to executive compensation, did
not exceed 10% of salary for fiscal 2007.
Certain Accounting and Tax considerations.
We are aware that base salary, cash bonuses, stock-based awards, and other
elements of our compensation programs generate charges to earnings under
generally accepted accounting principles (including as provided in SFAS 123R).
We generally do not adjust compensation components based on accounting factors.
Report of Compensation Committee
The members of the Compensation Committee have reviewed and discussed the
Compensation Discussion and Analysis section of this Annual Report on Form 10-K
with management. Based on such review and discussion, the members of the
Compensation Committee each as of February 4, 2008 recommended that the
Compensation Discussion and Analysis section be included in this Annual Report
on Form 10-K.
Compensation Committee:
Richard E. Gerzof
Elliot H. Goldberg
Matthew Dollinger
8
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning the
compensation of our Named Executive Officers:
---------------------------------------------------------------------------------------------------------------------------------
Name and Fiscal Salary Bonus Stock Option Non-Equity Change in All Other Total
Principal Year Awards Awards Incentive Plan Pension Value Compensation
Position Ended Compensation and
September Nonqualified
30, Deferred
Compensation
Earnings
---------------------------------------------------------------------------------------------------------------------------------
Stephen H. Nevitt
President and
Chief Executive Officer (1) 2007 $213,258 - - $147,443 - - $360,701
---------------------------------------------------------------------------------------------------------------------------------
William McMahon
Interim President and
Chief Executive Officer; Vice
President, CFO (2) 2007 $200,000 - - $82,384 - - $282,384
---------------------------------------------------------------------------------------------------------------------------------
(1) Effective June 1, 2007 Mr. Nevitt resigned as President, Chief
Executive Officer and Director.
(2) Effective June 1, 2007 Mr. McMahon replaced Mr. Nevitt as Interim
President and Chief Executive Officer. Mr. McMahon had been Vice
President, Chief Financial Officer and Secretary of the Company since
April 17, 2006.
Outstanding Equity Awards at Fiscal Year End
The following table presents information concerning the number and value of
unexercised options, nonvested stock (including restricted stock, restricted
stock units or other similar instruments) and incentive plan awards for our
named Executive Officers, outstanding as of the end of the fiscal year ended
September 30, 2007.
Option Awards Stock Awards
-----------------------------------------------------------------------------------------------
Equity
Incentive Plan
Equity Awards: Market
Equity Incentive Plan or Payout
Incentive Plan Awards: Number Value of
Number of Number of Awards: Number of Unearned Unearned
Securities Securities of Securities Number of Market Value of Shares, Units Shares, Units
Underlying Underlying Underlying Shares or Shares or or Other or Other
Unexercised Unexercised Unexercised Option Units of Stock Units of Stock Rights That Rights That
Options Options Unearned Exercise Option That Have Not That Have Not Have Not Have Not
(#) (#) Options Price Expiration Vested Vested Vested Vested
Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) ($)
----------------------------------------------------------------------------------------------------------------------------------
William
McMahon 83,333 166,667 - 1.90 4/16/2013 - -
----------------------------------------------------------------------------------------------------------------------------------
|
9
There were no option exercises by named executive officers or vesting of stock
held by them during the fiscal year ended September 30, 2007.
The tables called for by Item 402 (h) and Item 402 (i) are not applicable.
d) Compensation of Directors
Director Compensation
The following table presents information relating to total compensation of our
non-employee directors for the fiscal year ended September 30, 2007:
----------------------------------------------------------------------------------------------------------------------------
Name Fees Earned or Paid Stock Awards* Option Awards All Other Compensation Total
in Cash ($) (1)
----------------------------------------------------------------------------------------------------------------------------
Richard E. Gerzof - - 10,996 - $10,996
----------------------------------------------------------------------------------------------------------------------------
William H. Wood $4,000 - 760 - $4,760
----------------------------------------------------------------------------------------------------------------------------
Elliot H. Goldberg $5,650 - 1,732 - $7,382
----------------------------------------------------------------------------------------------------------------------------
Matthew Dollinger - - 9,144 - $9,144
----------------------------------------------------------------------------------------------------------------------------
|
(1) Represents the impact of SFAS No. 123R on previously awarded options.
The Board of Directors on January 22, 2008 awarded Richard Gerzof, Chairman
of the Board of the Company, immediately exercisable options to purchase
250,000 shares of Common Stock of the Company at an exercise price of $0.20
per share, the fair market value as of the date of grant. The Board of
Directors also awarded Elliott Goldberg, Matthew Dollinger and William
Wood, directors, immediately exercisable options to purchase 103,500,
18,500 and 3,500 shares of Common Stock, respectively, at the exercise
price of $0.20 per share, the fair market value as of the date of grant.
The Board of Directors also amended the previously granted stock options of
Messrs Gerzof, Goldberg, Dollinger and Woods to eliminate the requirement
that options must be exercised, to the extent they were exercisable, within
a three month period following the date of termination of employment or
directorship, even if by disability or death.
10
Compensation for non-employee directors is as follows:
------------------------------------------------------
Annual Board retainer $12,000
Annual Audit Committee Chairman fee 4,000
Annual Compensation Committee Chairman fee 1,000
Board meeting fee 1,000
Committee meeting fee 500
------------------------------------------------------
|
Each non-employee director may elect to receive stock options in lieu of cash
compensation. Employee directors do not receive director fees.
Employment Agreements
On February 5, 2008, the Company entered into a two-year employment
agreement with Andre Soussa for Mr. Soussa to serve as the Company's Chief
Executive Officer. Mr. Soussa's base salary is $300,000 per annum. Mr. Soussa
has agreed (if requested by the Company) to receive payment of his base salary
in the following manner: (i) months one through six of the employment period -
monthly salary payment at half the applicable rate; and (ii) months 18 through
24 of the employment term - monthly salary payment equal to double the
applicable rate. Mr. Soussa was awarded options to purchase 500,000 shares of
Company's Common Stock, par value $.01 per share, at an exercise price of $.20,
pursuant to the terms of the Company's 2006 Stock Option Plan. Mr. Soussa is
entitled to participate in all employee pension and welfare benefit plans and
programs which are from time to time made available to similarly situated
employees of the Company.
If Mr. Soussa voluntarily terminates employment due to a sale of the
Company, Mr. Soussa will be paid the base salary he is owed for the balance of
his employment period (the "Separation Period"). Mr. Soussa will be eligible for
continued welfare benefits (to be paid by the Company) during the Separation
Period or until he obtains new employment, whichever occurs first. Additionally,
Mr. Soussa may voluntarily terminate employment in the event that during the
first 18 months of his employment with the Company persons designated by Exfair
Pty Ltd cease to comprise a majority in number of the Company's board of
directors as a result of action taken by any party other than Exfair Pty Ltd or
Mr. Soussa and he will be paid 50% of his base salary owed for the balance of
his employment period and be eligible for welfare benefits (to be paid by the
Company). In the event that a merger, acquisition, sale, transfer or other
disposition of the Company results in Mr. Soussa's loss of employment with the
Company, the Company will have no obligation to Mr. Soussa if Mr. Soussa either
(i) is offered employment at the same base salary and on substantially similar
terms with similar duties and responsibilities by a successor organization or
(ii) accepts employment by a successor organization at any salary. During the
Separation Period, Mr. Soussa shall have the right to exercise options which by
their terms are then still exercisable subject to the terms and overall
administration of applicable plans and awards. For options held by Mr. Soussa
which will not have become vested or exercisable on or before the end of the
Separation Period, they will be, in accordance with their terms, canceled and
terminated and all eligibility for payments pursuant thereto will cease at the
end of the Separation Period.
On February 5, 2008, the Company entered into a two-year employment
agreement with William McMahon for Mr. McMahon to serve as the Company's
President and Chief Financial Officer. Mr. McMahon's base salary is $200,000 per
annum. Mr. McMahon was awarded options to purchase 250,000 shares of Company's
Common Stock, par value $.01 per share, at an exercise price of $.20, pursuant
to the Company's 2006 Stock Option Plan. Mr. McMahon is entitled to participate
in all employee pension and welfare benefit plans and programs which are from
time to time made available to similarly situated employees of the Company.
11
If Mr. McMahon voluntarily terminates employment due to a sale of the
Company, Mr. McMahon will be paid the base salary he is owed for the balance of
his employment period (the "WM Separation Period"). Mr. McMahon will be eligible
for continued welfare benefits (to be paid by the Company) during the WM
Separation Period or until he obtains new employment, whichever occurs first. In
the event that a merger, acquisition, sale, transfer or other disposition of the
Company results in Mr. McMahon's loss of employment with the Company, the
Company will have no obligation to Mr. McMahon if Mr. McMahon either (i) is
offered employment at the same base salary and on substantially similar terms
with similar duties and responsibilities by a successor organization or (ii)
accepts employment by a successor organization at any salary. During the WM
Separation Period, Mr. McMahon shall have the right to exercise options which by
their terms are then still exercisable subject to the terms and overall
administration of applicable plans and awards. For options held by Mr. McMahon
which will not have become vested or exercisable on or before the end of the WM
Separation Period, they will be, in accordance with their terms, canceled and
terminated and all eligibility for payments pursuant thereto will cease at the
end of the WM Separation Period.
Disclosure of Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee of our Board of Directors
is now or ever has been one of our officers or employees. No member of the
Compensation Committee has a relationship that would constitute an
interlocking relationship with executive officers or directors of another
entity.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Related Stockholder Matters
a) Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of February 5, 2008, with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) each person who was a director of the Company as of
February 5, 2008, (iii) each current executive officer of the Company named in
the Summary Compensation Table set forth under the caption "Executive
Compensation" below and (iv) all directors and executive officers of the Company
as of February 5, 2008 as a group:
Name and Address (1) Amount and Nature of Percentage of
-------------------- Beneficial Ownership (2) Outstanding
------------------------ Shares Owned
------------
Andre Soussa 7,785,849 (3) 54.5%
13-15 Lyon Park Road
Macquarie Park, NWS, Australia
12
|
Exfair Pty Ltd 7,784,849 (4) 54.5%
13-15 Lyon Park Road
Macquarie Park, NWS, Australia
Richard Gerzof 748,100 (5) 10.9%
873 Remsens Lane
Upper Brookville, NY 11771
Laurus Master Fund Ltd. 585,700 (6) 8.7%
335 Madison Avenue, 10th Floor
New York, New York 10017
Doucet Capital LLC 350,983 (7) 5.4%
2204 Lakeshore Drive, Suite 218
Birmingham, AL 35209
William McMahon 83,333 (8) 1.3%
170 Wilbur Place
Bohemia, NY 11716
|
All directors and executive officers as a 8,240,682 (9) 60.6%
group (3 persons)
(1) Under the rules of the SEC, addresses are only provided for beneficial
owners if in excess of 5% of the Company's Stock.
(2) The inclusion herein of any shares of Common Stock deemed beneficially
owned does not constitute an admission of beneficial ownership of those
shares. Unless otherwise indicated, each person listed above has sole
voting and investment power with respect to the shares listed. Any
reference in the footnotes below to stock options held by the person in
question relates to stock options which were exercisable/ issuable on or
within 60 days of record date, February 5, 2008.
(3) Includes 5,784,849 shares of a common stock purchase warrant and 2,000,000
shares on conversion of a note which is also included under Exfair Pty Ltd,
a company controlled by Mr. Andre Soussa.
(4) Consists of 5,784,849 shares of a common stock purchase warrant and
2,000,000 shares on conversion of a note which is also included under Mr.
Andre Soussa, Exfair Pty Ltd is a company controlled by Mr. Soussa.
(5) Includes 372,500 shares issuable upon exercise of currently exercisable
options.
(6) Includes 275,000 shares of a common stock purchase warrant.
(7) The information as to beneficial ownership of Doucet Capital, LLC
("Doucet") is based solely on the Schedule 13D filed by Doucet on July 12,
2007, showing it had shared voting and dispositive power over 350,983
shares as of July 11, 2007.
(8) Consists of 83,333 shares issuable upon exercise of currently exercisable
options.
(9) Includes 455,833 shares issuable upon exercise of currently exercisable
options, 5,784,849 shares of a common stock purchase warrant and 2,000,000
shares on conversion of a note.
13
Item 13. Certain Relationships and Related Transactions and Director
Independence
The Company does not have any relationships or related transactions required to
be disclosed.
The Board of Directors had determined that Matthew Dollinger, Richard E. Gerzof,
Elliot H. Goldberg and William H. Wood met the current independence requirements
under the independence standards applicable to the registrant under paragraph
(a) Item 407.
Item 14. Principal Accountant Fees and Services
a) Independent Auditors
Eisner LLP has audited and reported upon the financial statements of the Company
for the fiscal years ended September 30, 2007, 2006 and 2005. For the fiscal
years ended September 30, 2007 and 2006, the Company paid (or will pay) the
following fees for services rendered during the audit in respect of those years:
b) Audit Fees
For the fiscal years ended September 30, 2007 and 2006 Eisner LLP billed the
Company $140,000 and $128,000, respectively for services rendered for the audit
of the Company's annual financial statements included in its report on Form 10-K
and the reviews of the financial statements included in its reports on Form 10-Q
filed with the SEC.
c) Tax Fees
For the fiscal years ended September 30, 2007 and 2006 the Company was billed
$30,000 and $31,000, respectively, by Eisner LLP in connection with the
preparation of tax returns and the provision of tax advice.
e) All Other Fees
For the fiscal year ended September 30, 2006 Eisner LLP billed the Company
$15,000 in connection with the audit of its employee benefit plans. No other
fees were billed to the Company for all other fees in fiscal 2007.
f) Audit Committee Pre-Approval Policies
The Audit Committee pre-approves all work performed by the Company's auditors.
The Audit Committee of the Board of Directors has considered whether the
provision of non-audit services by Eisner LLP is compatible with maintaining
auditor independence.
14