DIRECTORS AND EXECUTIVE. OFFICERS OF THE REGISTRANT There is hereby incorporated by reference the information to appear under the caption "Election of Directors" in the Company's Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, 1997. See also "Executive Officers of the Registrant" appearing in Part I hereof.
DIRECTORS AND EXECUTIVE. OFFICERS PURCHASER DESIGNEES Purchaser may designate as directors of the Company following consummation of the Offer persons from among the following list (each of whom is a citizen of the United States of America). NAME, POSITION AND PRINCIPAL OCCUPATIONS AND OTHER BUSINESS ADDRESS DIRECTORSHIPS DURING THE PAST 5 YEARS --------------------- -------------------------------------------------------------------- Richxxx Xxxxx (00) Chairman and CEO of the Purchaser, February 1995 to present; President of the Purchaser, 1992-1995; President, The Technology and Services Group, Inc., 1989-1992 Arnoxx Xxxxx (00) President of the Purchaser, February 1995 to present; Senior Managing Director, Buckhead Financial Corporation, June 1993 to February 1995; Executive Vice President, Argent Securities, Inc., 1992-1993; President, RTS, Inc., 1991-1992 Michxxx Xxxxxx (00) Vice President-Finance of the Purchaser, 1995 to present; Vice President and Controller, Interstate Distributors, Inc., 1991-1995; Regional Controller, Burger King, 1988-1991 During the last five years, none of the persons identified above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or any violation of such laws. COMPANY DIRECTORS AND EXECUTIVE OFFICERS The information below sets forth as of March 24, 1995 for each current Director of the Company such Director's name, business experience during the past five years, other directorships held, age and the year such Director first became a director of the Company. PRINCIPAL OCCUPATION DURING PAST FIVE YEARS FIRST BECAME NAME AND AGE AND CURRENT PUBLIC DIRECTORSHIPS A DIRECTOR IN ----------------- --------------------------------------------------------- ------------- Stepxxx X. Xxxx President and Treasurer of the Company since 1982; 1982 Age 47 Stepxxx X. Xxxx xx Jeffxxx X. Xxxx'x xxxther Richxxx X. Xxxx Executive Vice President of the Company since 1982; 1982 Age 47 Secretary of the Company since July 1988 Jeffxxx X. Xxxx Chairman and Chief Executive Officer of Cole Xxxional 1984 Age 53 Corporation, a leading national specialty service retailer (since 1992); President and Chief Executive Officer of Cole Xxxion...
DIRECTORS AND EXECUTIVE. OFFICERS OF THE REGISTRANT Certain information required by Part III is omitted from this Report in that the Registrant will file a definitive proxy statement with the Securities and Exchange Commission (the "Commission") within 120 days after the end of its fiscal year pursuant to Regulation 14A, as promulgated by the Commission, for its Annual Meeting of Stockholders to be held November 5, 1998 (the "Proxy Statement"), and certain information included therein is incorporated herein by reference. (The Compensation Committee Report and the stock performance graph of the Registrant's Proxy Statement are expressly not incorporated by reference herein.) For information regarding executive officers of the Company, see Part I of this Form 10-K under the caption "Executive Officers of the Company," which information is incorporated herein by this reference. The information concerning the Company's directors required by this Item is incorporated by reference to "Election of Directors" in the Company's Proxy Statement. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference to the Company's Proxy Statement under the heading "Executive Compensation and Other Information." ITEM 12.
DIRECTORS AND EXECUTIVE. OFFICERS OF PARENT The following table sets forth the name, age as of the date of this Offer to Purchase, present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of Parent. Unless otherwise indicated, the current business address of each person is Xxxxxxxx Xxxxx, 0, Xxxxx 00000, Xxxxx. Except for Messrs. Bartow and Xxxxxx, who are citizens of the United States of America, each person set forth below is a citizen of Italy and each occupation set forth opposite an individual's name refers to employment with Parent.
DIRECTORS AND EXECUTIVE. OFFICERS OF THE REGISTRANT Information called for by Item 10 is incorporated herein by reference to our Definitive Proxy Statement for the 1999 Annual Meeting of Stockholders to be held on May 18, 2000.
DIRECTORS AND EXECUTIVE. OFFICERS OF MERGER SUBSIDIARY The following table sets forth the name, current business address, citizenship and present principal occupation or employment, and material occupations, positions, offices or employments and business addresses thereof for the past five years of each director and executive officer of Xxxxxx Xxxxxxxxxx. Unless otherwise indicated, the current business address of each person is c/o Xxxxx-Xxxxxxx S.A., 00, xxxx Xxxx Xxxxxx, 92408 Courbevoie Cedex, France. Directors Xxxxxx Xxxxxxxxxx's current director and certain biographical information concerning such individual is set forth below.
DIRECTORS AND EXECUTIVE. OFFICERS OF THE REGISTRANT AND THE EXCHANGE. Set forth below are: (1) the names and ages of all directors (including directors who are also executive officers) of the Company at March 5, 2003, (2) all positions with the Company presently held by each such person and (3) the positions held by, and principal areas of responsibility of, each such person during the last five years. NAME OF DIRECTOR AND OFFICER TERM EXPIRATION DATE ---------------------------- ----------
DIRECTORS AND EXECUTIVE. OFFICERS OF THE REGISTRANT Certain information about the Company's executive officers as of January 31, 1999 is set forth below: NAME AGE TITLE ---- --- ----- Xxxxxxx X. Xxxxxxxxx, Ph.D................. 50 Chairman, President and Chief Executive Xxxxxxx X. Xxxxxx-Xxxxx, M.D............... 59 Officer Chief Medical Officer Xxxxx Xxxxx, Ph.D.......................... 55 Chief Scientific Officer Xxxxxxx X. Xxxx............................ 55 Chief Operating Officer Xxxxxxxxxxx X. Xxxxxx...................... 49 Senior Vice President, Manufacturing and Xxxx Xxxxxxx, Ph.D......................... 51 Process Sciences Vice President, Quality Xxxxxx X. Xxxxxx........................... 45 Vice President, Planning and Resource Xxxxxxx X. Xxxxxxxxx....................... 42 Development Vice President and Chief Financial Officer
DIRECTORS AND EXECUTIVE. OFFICERS OF THE PURCHASER The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of each director and executive officer of the Purchaser. Unless otherwise indicated below, each occupation set forth opposite each person refers to employment with Parent. The business address of each such person is 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000 and each such person is a citizen of the United States of America. (A)
DIRECTORS AND EXECUTIVE. OFFICERS OF TRIPOINT GLOBAL COMMUNICATIONS, INC. The following table sets forth the name, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of TriPoint Global Communications, Inc. All the directors and officers listed below are citizens of the United States. NAME AND TITLE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY -------------- --------------------------------------------------------------------------- Xxxx Xxxxxxx, Xx. Xxxxxxx has been Chairman and Chief Executive Officer of TBG Industries Chief Executive Officer and Director Inc., the majority shareholder of Parent, since 1997. He was President and Chief Operating Officer of TBG Holdings NV from 1992 to 1997. Xxxxxxx Xxxxx, Xx. Xxxxx has been Vice President and General Counsel of TBG Services Inc., Vice President and Director an affiliate of Parent, since 1997. Prior to 1997, he was Assistant General Counsel with TBG Services Inc. and affiliated companies. Xxxxxx Xxxxxxx, Xx. Xxxxxxx has been a General Partner of Chase Capital Partners since Director 1992. Chase Capital Partners is an affiliate of Chase Manhattan Bank and is a minority shareholder of Parent. Xxxxxx X. Xxxxxx, Xx. Xxxxxx is Vice President-Taxes of TBG Services Inc., an affiliate of Vice President Parent. The business address for Messrs. Haegele, Xxxxx and Xxxxxx is 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The business address for Xx. Xxxxxxx is 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. DIRECTORS AND EXECUTIVE OFFICERS OF SIGNAL ACQUISITION CORPORATION The following table sets forth the name, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Signal Acquisition Corporation. All the directors and officers listed below are citizens of the United States. NAME AND TITLE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY -------------- --------------------------------------------------------------------------- Xxxx Xxxxxxx, Xx. Xxxxxxx is the Chief Executive Officer and a Director of Parent. He has Chief Executive Officer and Director been Chairman and Chief Executive Officer of TBG Industries Inc., the majority shareholder of Parent, since 1997. He was President and Chief Operating Officer of TBG Holdings NV from 1992 to 1997. Xxxxxxx Xxxxx, Xx. Xxxxx is a Vice President an...
