DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding directors of the Company appears below. Information regarding executive officers appears in Part I of this report, under the heading "Executive Officers of the Registrant." Name Age Position ---- --- -------- Xxxxxxx X. Xxxxxxx, Xx. 67 Chairman of the Board of Directors Xxxxxxx X. Xxxxxxx, Xx. 37 President, Chief Executive Officer, and Director Xxxxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice Chairman of the Board of Directors Xxxxxx X. Xxxxx 58 Director Xxxxxx X. Xxxxxxxx 63 Director XXXXXXX X. XXXXXXX, XX. has been the Chairman of the Board of the Company since its formation in March 1991. Xx. Xxxxxxx is one of the founders of Stanwich Partners, Inc. ("Stanwich"), a Connecticut investment firm which acquires controlling interests in companies in conjunction with the existing operating management of such companies, and has been President, a director and a shareholder of that company since its formation in 1982. He is also President and director of Reunion Industries, Inc., a publicly held company which manufactures precision plastic products and provides engineered plastics services. Xx. Xxxxxxx also served as President and a director of CPS Holdings, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Xx. Xxxxxxx is the father of Xxxxxxx X. Xxxxxxx, Xx. XXXXXXX X. XXXXXXX, XX. has been the President and a director of the Company since its formation in March 1991. In January 1992, Xx. Xxxxxxx was appointed Chief Executive Officer of the Company. From March 1991 until December 1995 he served as Vice President and a director of CPS Holdings, Inc. From April 1989 to November 1990, he served as Chief Operating Officer of Xxxxxxx and Company, a private investment firm. From September 1987 to March 1989, Xx. Xxxxxxx, Jr. was an associate of The Xxxxxxx Group, a private investment banking firm. Xx. Xxxxxxx, Jr. is currently serving as a director of NAB Asset Corporation, Chatwins Group, Inc., Texon Energy Corporation, Xxxxxx Xxx Distributor, Inc., and CARS USA, Inc. Xxxxxxx X. Xxxxxxx, Xx. is his father. XXXXXXX X. XXXXXXX has been a director of the Company since its formation in March 1991. Since 1981, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management buyouts. Xx. Xxxxxxx serves on the board of directors of Atlantic City Racing Association, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director of the Company since November 1993 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formation. Xx. Xxxxx is a director of Reunion Industries, Inc., Sanitas, Inc., Chatwins Group, Inc., and XxXxxxx-Xxxxxxx, Inc. Xx. Xxxxx served as a director and Vice President of CPS Holdings, Inc. from 1993 to 1995. XXXXXX X. XXXXX has been a director of the Company since April 1995. He has been the Chairman and Chief Executive Officer of Xxxxx Capital Management, Inc. since 1984. He is also a director of New York Bancorp, Arrhythmia Research Technology, Inc. and the National Football Foundation and Hall of Fame. Xx. Xxxxx also serves on the Board of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX has been a director of the Company since April 1995. He has been self-employed as an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment banking, capital markets and merchant banking activities. In addition, he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director of Titanium Industries, Eonyx Corporation and Wyoming Properties. The Company's directors, certain officers, and persons holding more than ten percent of the Company's common stock are required to report, within certain periods, their initial ownership of and any subsequent transactions in any of the Company's equity securities. Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, then an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. All transactions and holdings of which the Company has knowledge have now been reported. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1996, (ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Information is presented for those specified periods, rather than for three full years, because the Company in 1995 changed the end of its fiscal year from March 31 to December 31. Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXX, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Vice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. December 1996 117,039 13,500 5,000 Senior Vice President, Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - --------------------------------------------------------------------------------------------------------- (1) Bonus for each period is the bonus paid to date with respect to that period. Bonus compensation paid in May 1996 was awarded based on performance in the twelve-month period ended March 1996, and is therefore allocated 25% to the year ended December 1996 and 75% to the nine-month period ended December 1995. The Company expects to pay bonus compensation in May 1997 with respect to the nine-month period ended December 1996. The amount of such compensation cannot be determined as of the date of this report, and is, (2) Number of shares that may be purchased upon exercise of options that were granted in the period shown. OPTION AND SAR GRANTS The following table sets forth all options granted to executive officers by the Company during the year ended December 31, 1996. All such options were granted under the 1991 Stock Option Plan. No stock appreciation rights (SARs) were granted by the Company during the year ended December 31, 1996. All options were for the purchase of shares of the Common Stock. Options Granted Exercise Potential Realizable Value to Employees in or at Assumed Annual Rates Options Granted Year Ended Base Price Expiration of Stock Price Name (No. of Shares) December 31, 1996 ($/Share) Date Appreciation for Option Term 5% 10% OPTION GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 200,000 39.0% $8.875 March 31, 2006 $1,109,340 $2,807,304 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 12,600 2.5% 8.875 March 31, 2006 69,888 176,860 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 75,000 14.6% 8.875 March 31, 2006 416,002 1,052,739 - ----------------------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE The following table sets forth, as of December 31, 1996, the number of unexercised options held by each executive officer named in the preceding table, the number of shares subject to then exercisable and unexercisable options held by such persons and the December 31, 1996 value of all unexercised options held by such persons. Each option referred to in the table was granted under the Company's 1991 Stock Option Plan at an option price per share equal to the fair market value per share on the date of grant. Number of Number of Unexercised Value of Unexercised Name Shares Value Options at In-the-Money Acquired on Realized December 31, 1996 Options at December 31, 1996(1) Exercise Exercisable/Unexercisable Exercisable/Unexercisable - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 70,000 $677,950 249,040/131,200 $821,805/$755,050 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 54,000 467,500 18,200/81,400 159,250/533,025 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 40,000 265,000 31,200/81,400 273,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 20,000 140,000 52,200/81,400 455,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 20,000 110,250 9,300/143,300 37,200/470,075 - ----------------------------------------------------------------------------------------------------------------------------- (1) Valuation is based on the last sales price on December 31, 1996 of $11.25 per share, as reported by Nasdaq.
Appears in 1 contract
Samples: 10 K/A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding directors of the Company appears below. Information regarding executive officers appears in Part I of this report, under the heading "Executive Officers of the Registrant." Name Age Position ---- --- -------- Xxxxxxx X. Xxxxxxx, Xx. 67 Chairman INFORMATION CONCERNING MEMBERS OF THE BOARD OF DIRECTORS The following table sets forth certain information concerning members of the Board of Directors Xxxxxxx X. Xxxxxxxof the Company as of December 31, Xx. 37 President1997: NAME AGE POSITION Chairman of the Board, Chief Executive Officer, Xxxxxx M.G. Chaltiel 56 President and Director Xxxxxxx Xxxxx Xxxxxxxxx 60 Director Xxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice Chairman of the Board of Directors Xxxxxx X. Xxxxx 58 52 Director Xxxxxx X. Xxxxxxxx 63 Xxxxxxxxxx 54 Director XXXXXXX Xxxxx X. XXXXXXX, XX. Xxxxxx 67 Director Xxxxxx M.G. Chaltiel has been the Chairman Chairman, CEO and President of the Board Company and a Director of the Company since its formation in March 1991August 1994. Xx. Xxxxxxx is one Mr. Chaltiel served as President and CEO of the founders of Stanwich PartnersAbbey Healthcare Group, Inc. ("StanwichAbbey")) from November 1993 to February 1994 and prior thereto as Chairman, a Connecticut investment firm which acquires controlling interests in companies in conjunction with the existing operating management CEO and President of such companiesTotal Pharmaceutical Care, and has been Inc. ("TPC") from March 1989 to November 1993, when Abbey completed its acquisition of TPC. From May 1985 to October 1988, Mr. Chaltiel served as President, a director Chief Operating Officer and a shareholder Director of that company since its formation in 1982. He is also President and director of Reunion IndustriesSalick Health Care, Inc., a publicly held company which manufactures precision plastic products and provides engineered plastics services. Xx. Xxxxxxx also served as President and a director of CPS Holdings, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required company focusing on the development of outpatient cancer and dialysis treatment centers. Mr. Chaltiel served in a consulting capacity with Salick Health Care, Inc. from October 1988 until he joined TPC. Prior to file periodic reports under Section 13 or 15(dMay 1985, Mr. Chaltiel was associated with Xxxxxx International, Inc. ("Baxter") for 18 years in numerous corporate and divisional management positions, including Corporate Group Vice President with responsibility for the International Group and five domestic divisions with combined revenue in excess of $1 billion, President of Xxxxxx'x Artificial Organs Division, Vice President of its International Division, Area Managing Director for Europe and President of its French operations. While at Baxter, Mr. Chaltiel was instrumental in the Securities Exchange Act development and successful worldwide commercialization of 1934Continuous Ambulatory Peritoneal Dialysis, currently the most common mode of home dialysis. Xx. Xxxxxxx is the father of Xxxxxxx X. Xxxxxxx, Xx. XXXXXXX X. XXXXXXX, XX. Xxxxx Xxxxxxxxx has been the President and a director Director of the Company since its formation August 1994. Xx. Xxxxxxxxx was a Senior Vice President and Senior Advisor, Corporate Finance, of Xxxxx Healthcare Corporation ("Xxxxx") until his retirement in March 19911997. In January 1992Xx. Xxxxxxxxx also has held various senior executive offices with Xxxxx since 1976. Prior to joining Xxxxx, Xx. Xxxxxxx was appointed Chief Executive Officer Xxxxxxxxx served as a Vice President of Bank of America. Xxxxx X. Xxxxxx has been a Director of the CompanyCompany since August 1994. From March 1991 until December 1995 he served as Vice President and Xx. Xxxxxx has been a director Managing Director of CPS HoldingsDLJ Merchant Banking, Inc. ("DLJMB") since September 1992. From April 1989 to November 1990September 1992, he served as Chief Operating Officer was a Co-Chairman of Xxxxxxx and CompanyXxxxxx & Wheat, a private Inc., an investment firmfirm specializing in leveraged buyouts. From September 1987 to March 1989, Prior thereto Xx. XxxxxxxXxxxxx was a Senior Vice President of Xxxxxxxxx, Jr. was an associate of The Xxxxxxx Group, a private investment banking firmLufkin & Xxxxxxxx Securities Corporation ("DLJ"). Xx. Xxxxxxx, Jr. Xxxxxx is currently serving as a director Director of NAB Asset S.D. Xxxxxx Holdings Corporation, Chatwins Group, Inc., Texon Energy Corporation, Xxxxx Products Co. and Jitney Jungle Stores Co. Xxxxxx Xxx Distributor, Inc., and CARS USA, Inc. Xxxxxxx X. Xxxxxxx, Xx. is his father. XXXXXXX X. XXXXXXX Xxxxxxxxxx has been a director of the Company since its formation in March 1991. Since 1981, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management buyoutsJuly 1997. Xx. Xxxxxxx serves on Xxxxxxxxxx, the board Xxxxx X. XxXxxxxxx Professor of directors of Atlantic City Racing AssociationBusiness Administration Chair at the Harvard Business School, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director member of the Company faculty at the Harvard Business School since November 1993 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formation1971. Xx. Xxxxx Xxxxxxxxxx is a director of Reunion IndustriesX.X. Xxxx, Inc., SanitasCardinal Health, Inc., Chatwins GroupDeere & Company, Inc., and XxXxxxx-XxxxxxxManor Care, Inc. Xxand Schering- Plough Corporation. Xxxxx served as a director and Vice President of CPS Holdings, Inc. from 1993 to 1995. XXXXXX X. XXXXX Xxxxxx has been a director of the Company since April 1995. He has been the Chairman and Chief Executive Officer of Xxxxx Capital Management, Inc. since 1984. He is also a director of New York Bancorp, Arrhythmia Research Technology, Inc. and the National Football Foundation and Hall of Fame1997. Xx. Xxxxx also serves on the Board of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX Xxxxxx has been a director Professor of Medicine, Physiology and Biophysics and Chief, Division of Nephrology, at the University of Southern California School of Medicine since 1974. Xx. Xxxxxx served as the president of the Company since April 1995National Kidney Foundation from 1990 through 1992. He has been self-employed No arrangement or understanding exists between any director and any other person or persons pursuant to which any director was or is to be selected as an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment banking, capital markets and merchant banking activities. In addition, he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director other than pursuant to the Shareholders Agreement. See "Item 13. Certain Relationships and Related Transactions." None of Titanium Industries, Eonyx Corporation and Wyoming Properties. The Company's directors, certain officers, and persons holding more than ten percent the directors has any family relationship among themselves or with any executive officer of the Company's common stock are required to report, within certain periods, their initial ownership of and any subsequent transactions in any of the Company's equity securities. Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, then an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. All transactions and holdings of which the Company has knowledge have now been reported. ITEM 11. INFORMATION CONCERNING EXECUTIVE COMPENSATION OFFICERS The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1996, (ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other certain information concerning each person who is an executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Information is presented for those specified periods, rather than for three full years, because officer of the Company in 1995 changed the end of its fiscal year from March 31 to December 31. Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXX, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Vice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. December 1996 117,039 13,500 5,000 Senior Vice President, Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - ---------------------------------------------------------------------------------------------------------
(1) Bonus for each period is the bonus paid to date with respect to that period. Bonus compensation paid in May 1996 was awarded based on performance in the twelve-month period ended March 1996, and is therefore allocated 25% to the year ended December 1996 and 75% to the nine-month period ended December 1995. The Company expects to pay bonus compensation in May 1997 with respect to the nine-month period ended December 1996. The amount of such compensation cannot be determined as of the date of this report, and is,
(2) Number of shares that may be purchased upon exercise of options that were granted in the period shown. OPTION AND SAR GRANTS The following table sets forth all options granted to executive officers by the Company during the year ended December 31, 1996. All such options were granted under the 1991 Stock Option Plan. No stock appreciation rights (SARs) were granted by the Company during the year ended December 31, 1996. All options were for the purchase of shares of the Common Stock. Options Granted Exercise Potential Realizable Value to Employees in or at Assumed Annual Rates Options Granted Year Ended Base Price Expiration of Stock Price Name (No. of Shares) December 31, 1996 ($/Share) Date Appreciation for Option Term 5% 10% OPTION GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 200,000 39.0% $8.875 March 31, 2006 $1,109,340 $2,807,304 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 12,600 2.5% 8.875 March 31, 2006 69,888 176,860 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 75,000 14.6% 8.875 March 31, 2006 416,002 1,052,739 - ----------------------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE The following table sets forth, as of December 31, 19961997: NAME AGE POSITION Xxxxxx M.G. Chairman of the Board, Chief Executive Officer, Chaltiel 56 President and Director Xxxxxxx X. Xxxx 51 Executive Vice President and Chief Operating Officer Xxxxx X. Xxxxxxxx 40 Vice President, General Counsel and Secretary Xxxx X. Xxxx 37 Vice President, Finance and Chief Financial Officer Executive officers of the number Company are elected by and serve at the discretion of unexercised options held by each executive officer named in the preceding table, Board. Set forth below is a brief description of the number of shares subject to then exercisable and unexercisable options held by such persons and the December 31, 1996 value business experience of all unexercised options held by such personsexecutive officers other than Mr. Chaltiel, who is also a director. Each option referred to in See "Information Concerning Members of the table was granted under the Company's 1991 Stock Option Plan at an option price per share equal to the fair market value per share on the date Board of grant. Number of Number of Unexercised Value of Unexercised Name Shares Value Options at In-the-Money Acquired on Realized December 31, 1996 Options at December 31, 1996(1) Exercise Exercisable/Unexercisable Exercisable/Unexercisable - ----------------------------------------------------------------------------------------------------------------------------- Directors." Xxxxxxx X. XxxxxxxXxxx has been Executive Vice President and Chief Operating Officer of the Company since August 1994. Xx. Xxxx was President of the Company from April 1994 through August 1994. Prior thereto, Xx. 70,000 $677,950 249,040/131,200 $821,805/$755,050 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx Xxxx served as President of Medical Ambulatory Care, Inc. and its subsidiaries since 1984. Xxxxx X. Xxxxxxxx 54,000 467,500 18,200/81,400 159,250/533,025 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxxhas been Vice President, General Counsel and Secretary of the Company since August 1994. Prior to joining the Company, from May 1991 to April 1994, Xx. 40,000 265,000 31,200/81,400 273,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx served as Vice President, General Counsel and Secretary of TPC. From February 1988 to 1991, Xx. Xxxxxxxx served as Vice President and General Counsel of XxXxx Laboratories, Inc. (a subsidiary of the Xxxxxxx Company). Prior to February of 1988, Xx. Xxxxxxxx was with the Xxxxxxx Company for seven years in numerous corporate, legal and management positions, including Assistant to the General Counsel. Xxxx X. Xxxxx 20,000 140,000 52,200/81,400 455,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 20,000 110,250 9,300/143,300 37,200/470,075 - -----------------------------------------------------------------------------------------------------------------------------
(Xxxx has been the Vice President, Finance and Chief Financial Officer of the Company since its inception in April 1994. Prior thereto, Xx. Xxxx served in the same capacity with Medical Ambulatory Care, Inc. since May 1) Valuation is based on , 1993. From December 1990 to April 1993, he was the last sales price on December 31, 1996 Chief Financial Officer for one of $11.25 per share, as reported by NasdaqXxxxx'x general acute hospitals. None of the executive officers has any family relationship among themselves or with any director of the Company.
Appears in 1 contract
Samples: Annual Report
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding The information required by this item, with respect to the directors of the Company appears below. Information regarding executive officers appears registrant, is incorporated by reference from the Company's definitive proxy statement in Part I connection with its Annual Meeting of this reportStockholders to be held on February 4, 1997, filed with the Commission on December 20, 1996, in the table under the heading caption "Executive Officers Election of Directors." THE EXECUTIVE OFFICERS OF THE REGISTRANT ARE AS FOLLOWS: Xxxxxx Xxxxxxxxx, 57, is a founder of the Registrant." Name Age Position ---- --- -------- Xxxxxxx X. Xxxxxxx, Xx. 67 Company and has been Chairman of the Board of Directors Xxxxxxx X. XxxxxxxDirectors, Xx. 37 President, Chief Executive Officer, President and Director Xxxxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice Chairman of Treasurer since the Board of Directors Xxxxxx X. Xxxxx 58 Director Xxxxxx X. Xxxxxxxx 63 Director XXXXXXX X. XXXXXXX, XX. has been the Chairman of the Board of the Company since its formation Company's organization in March 1991November 1981. Xx. Xxxxxxx Xxxxxxxxx is one also a director of the founders of Stanwich PartnersMatritech, Inc. ("Stanwich"), Xx. Xxxxxxxxx was a Connecticut investment firm which acquires controlling interests in companies in conjunction with the existing operating management cofounder of such companies, and has been President, a director and a shareholder of that company since its formation in 1982. He is also President and director of Reunion IndustriesClinical Assays, Inc., a publicly held company which manufactures precision plastic products serving from 1972 to 1980 as Vice President and provides engineered plastics servicesthen as President. Xx. Xxxxxxx also served as President and a director of CPS Holdings, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Xx. Xxxxxxx Xxxxxxxxx is the father brother of Xxxxxxx X. XxxxxxxXxxxxx Xxxxxxxxx, Xx. XXXXXXX X. XXXXXXX, XX. has been the President and a director of the Company, and husband of Xxxxxxx Xxxxxx Xxxxxxxxx. Xxx Xxxxxxxxx, 51, is a founder of the Company and has been employed as Senior Vice President-Research since its formation November 1990. From December 1985 until November 1990, Xx. Xxxxxxxxx was Vice President -- Research of the Company and from December 1981 until December 1985, he was a Senior Scientist of the Company. Xxxxxx X. Xxxxx, 47, joined the Company in March April 1986 as a Senior Scientist and has been Vice President -- Scientific Operations since February 1991. In Prior to April 1986, Xx. Xxxxx was employed as a senior scientist by Petroferm Ltd., a biotechnology company. Xxxxx X. Xxxxxxxx, 52, joined the Company in May 1996 as Vice President -- Finance. Prior to May, 1996, Xx. Xxxxxxxx was Controller of Diatech Diagnostics, Inc. Xxxxx X. Xxxxxx, 52, joined the Company in January 19921986 as Vice President -- Development. From 1981 to 1986, Xx. Xxxxxx was employed at Seragen, Inc., first as Production Manager and later as General Manager of the Research Products Division. Xxxxxxx X. Xxxx, 43, joined the Company in October 1994 as Senior Vice President. From 1986 to 1994, Xx. Xxxx was employed as Senior Director, Worldwide Regulatory Affairs/Drug Safety by Squibb Diagnostics. Xxxx X. Xxxxxxx, 46, joined the Company in January 1982 as Director of Regulatory Affairs and has been Vice President -- Regulatory Affairs since January 1995. Prior to January 1982, Xx. Xxxxxxx was appointed Chief Executive Officer Compliance Manager of the Company. From March 1991 until December 1995 he served as Vice President and a director Clinical Assay Division of CPS Holdings, Inc. From April 1989 to November 1990, he served as Chief Operating Officer of Xxxxxxx and Company, a private investment firm. From September 1987 to March 1989, Xx. Xxxxxxx, Jr. was an associate of The Xxxxxxx Group, a private investment banking firm. Xx. Xxxxxxx, Jr. is currently serving as a director of NAB Asset Corporation, Chatwins Group, Inc., Texon Energy Corporation, Xxxxxx Xxx Distributor, Inc., and CARS USAInternational, Inc. Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx Xxxxxxxxx is his father. XXXXXXX X. XXXXXXX a founder of the Company and has been a director Secretary of the Company since its formation in March 1991. Since 1981, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management buyouts. Xx. Xxxxxxx serves on the board of directors of Atlantic City Racing Association, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director of the Company since November 1993 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formation. Xx. Xxxxx is a director of Reunion Industries, Inc., Sanitas, Inc., Chatwins Group, Inc., and XxXxxxx-Xxxxxxx, Inc. Xx. Xxxxx served as a director and Vice President of CPS Holdings, Inc. from 1993 to 1995. XXXXXX X. XXXXX has been a director of the Company since April 1995. He has been the Chairman and Chief Executive Officer of Xxxxx Capital Management, Inc. since 1984. He is also a director of New York Bancorp, Arrhythmia Research Technology, Inc. and the National Football Foundation and Hall of Fame. Xx. Xxxxx also serves on the Board of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX has been a director of the Company since April 1995. He has been self-employed as an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment banking, capital markets and merchant banking activities. In addition, he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director of Titanium Industries, Eonyx Corporation and Wyoming Properties. The Company's directors, certain officers, and persons holding more than ten percent of the Company's common stock are required to report, within certain periods, their initial ownership of and any subsequent transactions organization in any of the Company's equity securities. Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, then an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. All transactions and holdings of which the Company has knowledge have now been reported. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1996, (ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Information is presented for those specified periods, rather than for three full years, because the Company in 1995 changed the end of its fiscal year from March 31 to December 31. Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXX, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Vice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. December 1996 117,039 13,500 5,000 Senior Vice President, Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - ---------------------------------------------------------------------------------------------------------
(1) Bonus for each period is the bonus paid to date with respect to that period. Bonus compensation paid in May 1996 was awarded based on performance in the twelve-month period ended March 1996, and is therefore allocated 25% to the year ended December 1996 and 75% to the nine-month period ended December 1995. The Company expects to pay bonus compensation in May 1997 with respect to the nine-month period ended December 1996. The amount of such compensation cannot be determined as of the date of this report, and is,
(2) Number of shares that may be purchased upon exercise of options that were granted in the period shown. OPTION AND SAR GRANTS The following table sets forth all options granted to executive officers by the Company during the year ended December 31, 1996. All such options were granted under the 1991 Stock Option Plan. No stock appreciation rights (SARs) were granted by the Company during the year ended December 31, 1996. All options were for the purchase of shares of the Common Stock. Options Granted Exercise Potential Realizable Value to Employees in or at Assumed Annual Rates Options Granted Year Ended Base Price Expiration of Stock Price Name (No. of Shares) December 31, 1996 ($/Share) Date Appreciation for Option Term 5% 10% OPTION GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 200,000 39.0% $8.875 March 31, 2006 $1,109,340 $2,807,304 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 12,600 2.5% 8.875 March 31, 2006 69,888 176,860 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 75,000 14.6% 8.875 March 31, 2006 416,002 1,052,739 - ----------------------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE The following table sets forth, as of December 31, 1996, the number of unexercised options held by each executive officer named in the preceding table, the number of shares subject to then exercisable and unexercisable options held by such persons and the December 31, 1996 value of all unexercised options held by such persons. Each option referred to in the table was granted under the Company's 1991 Stock Option Plan at an option price per share equal to the fair market value per share on the date of grant. Number of Number of Unexercised Value of Unexercised Name Shares Value Options at In-the-Money Acquired on Realized December 31, 1996 Options at December 31, 1996(1) Exercise Exercisable/Unexercisable Exercisable/Unexercisable - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 70,000 $677,950 249,040/131,200 $821,805/$755,050 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 54,000 467,500 18,200/81,400 159,250/533,025 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 40,000 265,000 31,200/81,400 273,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 20,000 140,000 52,200/81,400 455,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 20,000 110,250 9,300/143,300 37,200/470,075 - -----------------------------------------------------------------------------------------------------------------------------
(1) Valuation is based on the last sales price on December 31, 1996 of $11.25 per share, as reported by NasdaqNovember 1981.
Appears in 1 contract
Samples: Annual Report
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding directors of the Company appears belowThe information set forth under "Items 1. Information regarding executive officers appears in Part I of this report, under the heading "and 2. Business and Properties -- Executive Officers of the Registrant." Name Age Position ---- --- -------- is incorporated herein by reference. Set forth below is information respecting the directors of the Company. Each director is elected for a term of three years and serves until his successor is elected and qualified. Ages given are as of December 16, 1996. Xxxxxxx X. XxxxxxxXxxxxx, Xx. 67 a director since 1993, has served as Chairman of the Board of Directors Xxxxxxx X. Xxxxxxxsince July 1994, Xx. 37 President, and served as President and Chief Executive OfficerOfficer of Xxxxxx from August 1994 until March 1995. He also has been a self-employed private investor for more than the past five years. His diversified portfolio consists of ownership of the Tampa Bay Buccaneers National Football League franchise and investments in television broadcasting, restaurants, food services equipment, health care, banking, real estate, stocks, government securities and Director Xxxxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice corporate bonds. He is a director and Chairman of the Board of Directors Xxxxxx X. Xxxxx 58 Director Xxxxxx X. Xxxxxxxx 63 Director XXXXXXX X. XXXXXXX, XX. has been the Chairman of the Board of the Company since its formation in March 1991. Xx. Xxxxxxx is one of the founders of Stanwich PartnersHoulihan's Restaurant Group, Inc. ("Stanwich")and also is a director of Specialty Equipment Companies, Inc. and Envirodyne Industries, Inc. He is 68 years of age. His current term of office as a Connecticut investment firm which acquires controlling interests director expires in companies in conjunction with the existing operating management of such companies, and has been President1999. Xxxxx X. Xxxxxx, a director and a shareholder of that company since its formation in 1982. He is also President and director of Reunion Industries1993, Inc., a publicly held company which manufactures precision plastic products and provides engineered plastics services. Xx. Xxxxxxx also has served as President and a director of CPS Holdings, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Xx. Xxxxxxx is the father of Xxxxxxx X. Xxxxxxx, Xx. XXXXXXX X. XXXXXXX, XX. has been the President and a director of the Company since its formation in March 1991. In January 1992, Xx. Xxxxxxx was appointed Chief Executive Officer of the CompanyCompany since March 1995. From March 1991 until December 1995 For the past five years, he served as Vice President has been employed by, and has worked on behalf of, Xxxxxxx X. Xxxxxx and a director number of CPS Holdings, Inc. From April 1989 to November 1990, he served as Chief Operating Officer of entities owned and controlled by Xxxxxxx and Company, a private investment firmX. Xxxxxx. From September 1987 to March 1989, Xx. Xxxxxxx, Jr. was an associate of The Xxxxxxx Group, a private investment banking firm. Xx. Xxxxxxx, Jr. is currently serving He also serves as a director of NAB Asset Corporation, Chatwins Group, Inc., Texon Energy Corporation, Xxxxxx Xxx Distributor, Inc., and CARS USA, Inc. Xxxxxxx X. Xxxxxxx, Xx. is his father. XXXXXXX X. XXXXXXX has been a director of the Company since its formation in March 1991. Since 1981, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management buyouts. Xx. Xxxxxxx serves on the board of directors of Atlantic City Racing Association, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director of the Company since November 1993 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formation. Xx. Xxxxx is a director of Reunion Envirodyne Industries, Inc., Sanitas, Inc., Chatwins Houlihan's Restaurant Group, Inc., Inc. and XxXxxxx-XxxxxxxSpecialty Equipment Companies, Inc. Xx. Xxxxx served He is 36 years of age and his current term of office as a director and Vice President expires in 1997. Xxxxx X. Xxxxxx is a son of CPS HoldingsXxxxxxx X. Xxxxxx. Xxxxxx X. Xxxxxxxx, Inc. from 1993 to 1995. XXXXXX X. XXXXX has been a director of the Company since April 1995. He 1974, has been the Chairman and Chief Executive Officer of Xxxxx Capital ManagementXxxxxx Protein, Inc. (a wholly owned subsidiary of the Company) since 1984January 1993. He served as Acting Chief Operating Officer of Xxxxxx from December 1994 to March 1995, Chairman of the Board of Directors of Xxxxxx from December 1985 to July 1994, Chief Executive Officer of Xxxxxx from January 1983 to July 1994, and various other positions with Xxxxxx since 1970. Xx. Xxxxxxxx is also a director and Chairman of New York Bancorp, Arrhythmia Research TechnologyXxxxxx Industries, Inc. and the National Football Foundation and Hall He is 64 years of Fameage. Xx. Xxxxx also serves on the Board His current term of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX has been office as a director of the Company since April 1995expires in 1999. He has been self-employed as an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment banking, capital markets and merchant banking activities. In addition, he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director of Titanium Industries, Eonyx Corporation and Wyoming Properties. The Company's directors, certain officers, and persons holding more than ten percent of the Company's common stock are required to report, within certain periods, their initial ownership of and any subsequent transactions in any of the Company's equity securities. Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, then an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. All transactions and holdings of which the Company has knowledge have now been reported. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1996, (ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Information is presented for those specified periods, rather than for three full years, because the Company in 1995 changed the end of its fiscal year from March 31 to December 31. Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXX, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Vice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. December 1996 117,039 13,500 5,000 Senior Vice President, Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - ---------------------------------------------------------------------------------------------------------
(1) Bonus for each period is the bonus paid to date with respect to that period. Bonus compensation paid in May 1996 was awarded based on performance in the twelve-month period ended March 1996, and is therefore allocated 25% to the year ended December 1996 and 75% to the nine-month period ended December 1995. The Company expects to pay bonus compensation in May 1997 with respect to the nine-month period ended December 1996. The amount of such compensation cannot be determined as of the date of this report, and is,
(2) Number of shares that may be purchased upon exercise of options that were granted in the period shown. OPTION AND SAR GRANTS The following table sets forth all options granted to executive officers by the Company during the year ended December 31, 1996. All such options were granted under the 1991 Stock Option Plan. No stock appreciation rights (SARs) were granted by the Company during the year ended December 31, 1996. All options were for the purchase of shares of the Common Stock. Options Granted Exercise Potential Realizable Value to Employees in or at Assumed Annual Rates Options Granted Year Ended Base Price Expiration of Stock Price Name (No. of Shares) December 31, 1996 ($/Share) Date Appreciation for Option Term 5% 10% OPTION GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 200,000 39.0% $8.875 March 31has served as a director since May 1995. For more than the past five years, 2006 $1,109,340 $2,807,304 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 12,600 2.5% 8.875 March 31he has operated the Xxxxxxx Agency, 2006 69,888 176,860 - ----------------------------------------------------------------------------------------------------------------------------- an advertising and marketing/public relations firm in Baltimore, Maryland that specializes in sports, rental real estate and medical areas. Among the clients of the Xxxxxxx Agency are the Tampa Bay Buccaneers, owned by Xxxxxxx X. Xxxxxxxx, Xxxxxx. Xx. 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 75,000 14.6% 8.875 March 31, 2006 416,002 1,052,739 - ----------------------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE The following table sets forth, as is 51 years of December 31, 1996, age and serves on the number Audit Committee of unexercised options held by each executive officer named in the preceding table, the number of shares subject to then exercisable and unexercisable options held by such persons and the December 31, 1996 value of all unexercised options held by such persons. Each option referred to in the table was granted under the Company's 1991 Stock Option Plan at an option price per share equal Board of Directors. His current term of office as a director expires in 1998.
Section 16(a) Beneficial Ownership Reporting Compliance Based solely upon a review of copies of Forms 3 and 4 and amendments thereto furnished to the fair market value per share Company during the fiscal year ended September 30, 1996 and Forms 5 and amendments thereto with respect to such year and certain written representations that no Form 5 is required, the Company is not aware of any failure on the date part of grant. Number any person subject to Section 16 of Number the Securities Exchange Act of Unexercised Value of Unexercised Name Shares Value Options at In-the-Money Acquired on Realized December 31, 1996 Options at December 31, 1996(1) Exercise Exercisable/Unexercisable Exercisable/Unexercisable - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 70,000 $677,950 249,040/131,200 $821,805/$755,050 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 54,000 467,500 18,200/81,400 159,250/533,025 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 40,000 265,000 31,200/81,400 273,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 20,000 140,000 52,200/81,400 455,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 20,000 110,250 9,300/143,300 37,200/470,075 - -----------------------------------------------------------------------------------------------------------------------------
(1) Valuation is based on the last sales price on December 31, 1996 of $11.25 per share1934, as reported amended (the "Exchange Act"), with respect to the Company during fiscal 1996 to file on a timely basis any form or report required by NasdaqSection 16(a) of the Exchange Act during such fiscal year or prior fiscal years.
Appears in 1 contract
Samples: Annual Report
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding directors of the Company appears below. Information regarding executive officers appears The information required by this item is contained in Part I of this report, part under the heading caption "Executive Officers of the Registrant.Company" Name Age Position in Part I hereof, and is incorporated herein by reference. The following table sets forth certain information with respect to the directors and the Company: NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION, OTHER BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND OTHER DIRECTORSHIPS ---- --- -------- Xxxxxxx ------------------------------ Xxxxxx X. XxxxxxxXxxxx, Xx. M.D. ........... 67 1977 Chairman of the Board of Directors Xxxxxxx X. Xxxxxxx, Xx. 37 President, and Chief Executive OfficerOfficer of IGI, and Director Xxxxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice Inc. since 1977; Chairman of the Board of Directors Xxxxxx X. Xxxxx 58 Director Xxxxxx X. Xxxxxxxx 63 Director XXXXXXX X. XXXXXXXand Chief Executive Officer of Novavax, XX. has been the Inc. from 1987 to June 1996; Chairman of the Board of the Company since its formation in Directors of Novavax, Inc. from February 1997 to March 1991. 1998; Xx. Xxxxxxx Xxxxx is one the husband of Xxxx X. Xxxxx. Xxxx X. Xxxxx.................... 52 1977 President of Prescott Investment Corp. (real estate development), Lyndeboro, NH since 1991; former Treasurer and Secretary of IGI, Inc.; Director of Fleet Bank-NH, Nashua, NH from 1986 to 1997; Trustee and Treasurer of the founders University System of Stanwich PartnersNew Hampshire; Overseer of Dartmouth Xxxx Xxxxxxxxx Hospital; Incorporator of New Hampshire Charitable Fund, Concord, NH; Director of Novavax, Inc. ("Stanwich"), a Connecticut investment firm which acquires controlling interests in companies in conjunction with from February 1997 to March 1998; Xxx. Xxxxx is the existing operating management wife of such companies, and has been President, a director and a shareholder of that company since its formation in 1982Xxxxxx X. Xxxxx. He is also Xxxx X. Xxxxx.................... 55 1985 President and director of Reunion Industries, Inc., a publicly held company which manufactures precision plastic products and provides engineered plastics services. Xx. Xxxxxxx also served as President and a director of CPS Holdings, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Xx. Xxxxxxx is the father of Xxxxxxx X. Xxxxxxx, Xx. XXXXXXX X. XXXXXXX, XX. has been the President and a director of the Company since its formation in March 1991. In January 1992, Xx. Xxxxxxx was appointed Chief Executive Officer of the Company. From March 1991 until December 1995 he served as Vice President and a director of CPS Holdings, Inc. From April 1989 to November 1990, he served as Chief Operating Officer of Xxxxxxx and CompanyIGI, a private investment firm. From Inc. from 1985 to November 1997; President of Novavax, Inc. from January through September 1987 to March 1989, Xx. Xxxxxxx, Jr. was an associate of The Xxxxxxx Group, a private investment banking firm. Xx. Xxxxxxx, Jr. is currently serving as a director of NAB Asset Corporation, Chatwins Group, Inc., Texon Energy Corporation, Xxxxxx Xxx Distributor, Inc.1995, and CARS USAChief Operating Officer and Treasurer of Novavax, Inc. Xxxxxxx from September 1995 to May 1996. Xxxxx X. Xxxxxxx, Xx. is his father. XXXXXXX X. XXXXXXX has been a director M.D. .......... 68 1980 Member of the Company since its formation in March 1991. Since 1981, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management buyouts. Xx. Xxxxxxx serves on the board of directors of Atlantic City Racing Association, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director faculty of the Company University of Miami School of Medicine since November 1963; Medical Director, Psychiatric Unit, Palmetto General Hospital, Hialeah, FL since 1986; President, Miami Psychiatric Associates since 1971; Medical Director of Highland Park General Hospital, Miami, FL from 1971 to 1986. Xxxxxxxx X'Xxxxxxx............... 54 1993 Member of law firm of Xxxxxxxx & Xxxxxxxx, Washington, D.C. since March 1992 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formation. Xx. Xxxxx is a director of Reunion Industries, Inc., Sanitas, Inc., Chatwins Group, Inc., and XxXxxxx-Xxxxxxx, Inc. Xx. Xxxxx served as a director and Vice President of CPS Holdings, Inc. from 1993 to 1995. XXXXXX X. XXXXX has been a director of the Company since April 1995. He has been the Chairman and Chief Executive Officer of Xxxxx Capital Management, Inc. since 1984. He is also a director of New York Bancorp, Arrhythmia Research Technology, Inc. and the National Football Foundation and Hall of Fame. Xx. Xxxxx also serves on the Board of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX has been a director of the Company since April 1995. He has been self-employed as an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment banking, capital markets and merchant banking activities. In addition, he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director of Titanium Industries, Eonyx Corporation and Wyoming Properties. The Company's directors, certain officers, and persons holding more than ten percent of the Company's common stock are required to report, within certain periods, their initial ownership of and any subsequent transactions in any of the Company's equity securities. Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, then an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. All transactions and holdings of which the Company has knowledge have now been reported. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1996, (ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Information is presented for those specified periods, rather than for three full years, because the Company in 1995 changed the end of its fiscal year from March 31 1977 to December 31. Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXOctober 1989; General Counsel of Department of Defense from October 1989 to March 1992; Special Assistant to President Ford PRINCIPAL OCCUPATION, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Vice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. December 1996 117,039 13,500 5,000 Senior Vice President, Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - ---------------------------------------------------------------------------------------------------------
(1) Bonus for each period is the bonus paid OTHER BUSINESS EXPERIENCE DURING DIRECTOR PAST FIVE YEARS AND OTHER NAME AGE SINCE DIRECTORSHIPS -------- ------------------------------ from August 1974 to date with respect January 1977; Deputy Special Assistant to that period. Bonus compensation paid in President Xxxxx from May 1996 was awarded based on performance in the twelve-month period ended March 1996, and is therefore allocated 25% 1972 to the year ended December 1996 and 75% to the nine-month period ended December 1995. The Company expects to pay bonus compensation in May 1997 with respect to the nine-month period ended December 1996. The amount August 1974; Director of such compensation cannot be determined as of the date of this report, and is,
(2) Number of shares that may be purchased upon exercise of options that were granted in the period shown. OPTION AND SAR GRANTS The following table sets forth all options granted to executive officers by the Company during the year ended December 31, 1996. All such options were granted under the 1991 Stock Option Plan. No stock appreciation rights (SARs) were granted by the Company during the year ended December 31, 1996. All options were for the purchase of shares of the Common Stock. Options Granted Exercise Potential Realizable Value to Employees in or at Assumed Annual Rates Options Granted Year Ended Base Price Expiration of Stock Price Name (No. of Shares) December 31, 1996 ($/Share) Date Appreciation for Option Term 5% 10% OPTION GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 200,000 39.0% $8.875 March 31, 2006 $1,109,340 $2,807,304 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 12,600 2.5% 8.875 March 31, 2006 69,888 176,860 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 75,000 14.6% 8.875 March 31, 2006 416,002 1,052,739 - ----------------------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE The following table sets forth, as of December 31, 1996, the number of unexercised options held by each executive officer named in the preceding table, the number of shares subject to then exercisable and unexercisable options held by such persons and the December 31, 1996 value of all unexercised options held by such persons. Each option referred to in the table was granted under the Company's 1991 Stock Option Plan at an option price per share equal to the fair market value per share on the date of grant. Number of Number of Unexercised Value of Unexercised Name Shares Value Options at In-the-Money Acquired on Realized December 31, 1996 Options at December 31, 1996(1) Exercise Exercisable/Unexercisable Exercisable/Unexercisable - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 70,000 $677,950 249,040/131,200 $821,805/$755,050 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 54,000 467,500 18,200/81,400 159,250/533,025 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 40,000 265,000 31,200/81,400 273,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 20,000 140,000 52,200/81,400 455,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 20,000 110,250 9,300/143,300 37,200/470,075 - -----------------------------------------------------------------------------------------------------------------------------
(1) Valuation is based on the last sales price on December 31, 1996 of $11.25 per share, as reported by NasdaqMLC Holdings.
Appears in 1 contract
Samples: Annual Report
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to the current directors and executive officers of the Company appears below. Information regarding executive officers appears in Part I as of this reportApril 24, under the heading "Executive Officers of the Registrant." Name Age Position 1998: AGE AT YEAR FIRST APRIL 24, ELECTED OR APPOINTED NAME 1998 DIRECTOR/OFFICER PRINCIPAL OCCUPATION ---- --- -------- ---- ---------------- -------------------- Xxxxxxx X. Xxxxxxx, Xx. 67 Chairman of the Board of Directors Xxxxxxx X. Xxxxxxx, Xx. 37 President, Xxxxx 45 1997 Chief Executive Officer, and Director Xxxxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice Chairman of the Board of Directors Xxxxxx X. Xxxxx 58 ; President; Director Xxxxxx X. Xxxxxxxx 63 Xxxx 34 1998 Chief Financial Officer Xxxxxx X. Xxxxxx 42 1998 Chief Operating Officer of Only Deals, Inc.; Director Xxxx Xxxx 30 1997 Director Xxxxxx Xxxx 38 1997 Director Xxxx Xxxxxx 51 1997 Director XXXXXXX X. XXXXXXX, XX. has been the Chairman of the Board XXXXX Xxxxxxx X. Xxxxx became Chief Executive Officer of the Company since its formation in March 1991. Xx. Xxxxxxx is one January 1998 and the President of the founders of Stanwich Partners, Inc. ("Stanwich"), a Connecticut investment firm which acquires controlling interests in companies in conjunction with the existing operating management of such companies, and has been President, a director and a shareholder of that company since its formation in 1982. He is also President and director of Reunion Industries, Inc., a publicly held company which manufactures precision plastic products and provides engineered plastics services. Xx. Xxxxxxx also served as President and a director of CPS Holdings, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Xx. Xxxxxxx is the father of Xxxxxxx X. Xxxxxxx, Xx. XXXXXXX X. XXXXXXX, XX. August 1997; he has been the President and served as a director of the Company since its formation August 1997. Xx. Xxxxx joined the Company in March 1991September 1996, as Executive Vice President and General Merchandising Manager and became President of Only Deals, Inc. ("Only Deals"), a wholly owned subsidiary of the Company, in October 1996. In January 1992From 1992 to September 1996, Xx. Xxxxxxx Xxxxx was appointed Chief Executive Officer Director of the Company. From March 1991 until December 1995 he served as Vice President Retail Merchandising and a director of CPS Holdings, Inc. From April 1989 to November 1990, he served as Chief Operating Officer of Xxxxxxx and CompanyRetail Operations for Holiday Companies, a private investment firm. From September 1987 to March 1989large grocery, Xx. Xxxxxxxwholesale and gasoline company based in Bloomington, Jr. was an associate of The Xxxxxxx Group, a private investment banking firm. Xx. Xxxxxxx, Jr. is currently serving as a director of NAB Asset Corporation, Chatwins Group, Inc., Texon Energy Corporation, Xxxxxx Xxx Distributor, Inc., and CARS USA, Inc. Xxxxxxx X. Xxxxxxx, Xx. is his father. XXXXXXX X. XXXXXXX has been a director of the Company since its formation in March 1991. Since 1981, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management buyouts. Xx. Xxxxxxx serves on the board of directors of Atlantic City Racing Association, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director of the Company since November 1993 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formationMinnesota. Xx. Xxxxx is a director of Reunion Industries, Inc., Sanitas, Inc., Chatwins Group, Inc., and XxXxxxx-Xxxxxxx, Inc. Xx. Xxxxx served as a director and Vice President of CPS Holdings, Inc. from 1993 to 1995. XXXXXX X. XXXXX has been a director of the Company since April 1995. He has been the Chairman and Chief Executive Officer of Xxxxx Capital Management, Inc. since 1984. He is also a director of New York Bancorp, Arrhythmia Research TechnologyOdd's-N-End's, Inc. ("Odd's-N-End's") which is 40.5% owned by the Company and its President as of January 1998. XXXXXX X. XXXX Xxxxxx X. Xxxx became Chief Financial Officer of the National Football Foundation and Hall of FameCompany in January 1998. Xx. Xxxxx also serves on the Board of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX has been a director of Xxxx joined the Company since April 1995in January 1996 as Corporate Controller. He has been selfXx. Xxxx also became the Chief Financial Officer of both Odd's-N-End's and Only Deals in January 1998. From January 1994 to January 1996, Xx. Xxxx was Manager of Financial Reporting for Damark International, a mail order retailer. From September 1986 to January 1994, Xx. Xxxx was employed as by Touche Xxxx/Deloitte & Touche, an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment bankinginternational accounting firm, capital markets and merchant banking activities. In addition, where he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director of Titanium Industries, Eonyx Corporation and Wyoming Properties. The Company's directors, certain officers, and persons holding more than ten percent of the Company's common stock are required to report, within certain periods, their initial ownership of and any subsequent transactions in any of the Company's equity securities. Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, then an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. All transactions and holdings of which the Company has knowledge have now been reported. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1996, (ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Information is presented for those specified periods, rather than for three full years, because the Company in 1995 changed the end of its fiscal year Audit Manager from March 31 to December 31. Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXX, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Vice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. December 1996 117,039 13,500 5,000 Senior Vice President, Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - ---------------------------------------------------------------------------------------------------------
(1) Bonus for each period is the bonus paid to date with respect to that period. Bonus compensation paid in May 1996 was awarded based on performance in the twelve-month period ended March 1996, and is therefore allocated 25% to the year ended December 1996 and 75% to the nine-month period ended December 1995. The Company expects to pay bonus compensation in May 1997 with respect to the nine-month period ended December 1996. The amount of such compensation cannot be determined as of the date of this report, and is,
(2) Number of shares that may be purchased upon exercise of options that were granted in the period shown. OPTION AND SAR GRANTS The following table sets forth all options granted to executive officers by the Company during the year ended December 31, 1996. All such options were granted under the 1991 Stock Option Plan. No stock appreciation rights (SARs) were granted by the Company during the year ended December 31, 1996. All options were for the purchase of shares of the Common Stock. Options Granted Exercise Potential Realizable Value to Employees in or at Assumed Annual Rates Options Granted Year Ended Base Price Expiration of Stock Price Name (No. of Shares) December 31, 1996 ($/Share) Date Appreciation for Option Term 5% 10% OPTION GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 200,000 39.0% $8.875 March 31, 2006 $1,109,340 $2,807,304 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 12,600 2.5% 8.875 March 31, 2006 69,888 176,860 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 75,000 14.6% 8.875 March 31, 2006 416,002 1,052,739 - ----------------------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE The following table sets forth, as of December 31, 1996, the number of unexercised options held by each executive officer named in the preceding table, the number of shares subject to then exercisable and unexercisable options held by such persons and the December 31, 1996 value of all unexercised options held by such persons. Each option referred to in the table was granted under the Company's 1991 Stock Option Plan at an option price per share equal to the fair market value per share on the date of grant. Number of Number of Unexercised Value of Unexercised Name Shares Value Options at In-the-Money Acquired on Realized December 31, 1996 Options at December 31, 1996(1) Exercise Exercisable/Unexercisable Exercisable/Unexercisable - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 70,000 $677,950 249,040/131,200 $821,805/$755,050 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 54,000 467,500 18,200/81,400 159,250/533,025 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 40,000 265,000 31,200/81,400 273,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 20,000 140,000 52,200/81,400 455,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 20,000 110,250 9,300/143,300 37,200/470,075 - -----------------------------------------------------------------------------------------------------------------------------
(1) Valuation is based on the last sales price on December 31, 1996 of $11.25 per share, as reported by NasdaqSeptember 1991.
Appears in 1 contract
Samples: Annual Report (99 Cents Only Store)
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding directors The information required by this Item that is not set forth below is incorporated by reference to our Proxy Statement for the 2000 Annual Meeting of the Company appears belowStockholders. Information regarding our executive officers appears is set forth below. Except for Xx. Xxxxxx, our executive officers were appointed to their position shortly after our formation in Part I July 1999, and became employees of this reportCharter Communications, under Inc. upon completion of our initial public offering. Prior to that time, they were employees of Charter Investment, Inc. All of our executive officers simultaneously serve in the heading "same capacity with Charter Investment, Inc. XXXXXX X. XXXX, 00, President and Chief Executive Officers of the Registrant." Name Age Position ---- --- -------- Xxxxxxx X. XxxxxxxOfficer. Xx. Xxxx co-founded Charter Investments, Inc., in 1993, Xx. 67 Chairman Xxxx was executive vice president and chief financial officer of Cencom Cable Associates, Inc. where he previously held other executive positions. Earlier he was with Xxxxxx Xxxxxxxx LLP, where he attained the Board position of Directors Xxxxxxx tax manager. Xx. Xxxx, a certified public accountant, received a bachelors degree and a M.A. from Washington University. XXXXX X. XxxxxxxXXXXXXX, 41, Senior Vice President of Operations -- Western Division. Prior to joining Charter Investment, Inc. in 1995, Xx. 37 PresidentXxxxxxx held various senior marketing and operating roles during nine years at Comcast Cable Communications, Chief Executive OfficerInc. He received a B.A. from California State University, Fullerton, and Director an M.B.A. from National University. XXXX XXX XXXXX, 44, Senior Vice President -- Marketing and Programming. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxx was active in the emerging business sector and formed Blake Investments, Inc. in 1993. She has 18 years of experience with senior management responsibilities in marketing, sales, finance, systems, and general management. Xx. Xxxxx received a B.S. from the University of Minnesota and an M.B.A. from the Harvard Business School. XXXX X. XXXXXXXXXX, 47, Senior Vice President -- Administration. From 1986 until joining Charter Investment, Inc. in 1998, Xx. Xxxxxxxxxx served in various executive management positions at Edison Brothers Stores, Inc. Earlier he held management and executive positions at Xxxxxxxxxx Xxxx. Xx. Xxxxxxxxxx holds bachelor's degrees from the University of Iowa and a master's degree from Northwestern University's Xxxxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice Chairman Graduate School of the Board of Directors Xxxxxx X. Xxxxx 58 Director Xxxxxx X. Xxxxxxxx 63 Director XXXXXXX Management. XXXXXX X. XXXXXXX, XX. has been the Chairman of the Board of the Company since its formation in March 199150, Senior Vice President -- Advanced Technology Development. Xx. Xxxxxxx is one of the founders of Stanwich Partnersjoined Charter Investment, Inc. ("Stanwich"), in 1994. Previously he served as a Connecticut investment firm which acquires controlling interests in companies in conjunction with the existing operating management vice president of such companies, Cable Television Laboratories and has been President, as a regional director and a shareholder of that company since its formation in 1982engineering for Continental Cablevision. He is also a graduate of Ranken Technical Institute and of Southern Illinois University. XXXX X. XXXXXXXX, 40, Senior Vice President and director Chief Financial Officer. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxxxxx was employed for 13 years by Xxxxxx Xxxxxxxx LLP, where he attained the position of Reunion Industriessenior tax manager. He has extensive experience in cable, real estate, and international tax issues. Xx. Xxxxxxxx has a B.S. from Illinois Wesleyan University and is a certified public accountant. XXXXX X. XXXXX, 43, Senior Vice President -- Treasurer. Prior to joining Charter Investment, Inc. in 1993, Xx. Xxxxx was controller and then treasurer of Cencom Cable Associates. He left Charter in 1994, to become chief financial officer of CableMaxx, Inc., a publicly held company which manufactures precision plastic products and provides engineered plastics servicesreturned in 1996. Xx. Xxxxxxx also served as Xxxxx received his bachelor's degree in accounting from the University of Missouri -- Columbia and his M.B.A. from Saint Louis University. XXXXX X. XXXXXX, 44, Senior Vice President of Operations -- Eastern Division. Prior to joining Charter Investment, Inc. in 1995, Xx. XxXxxx was associated with Crown Cable and a director of CPS Holdingsits predecessor company, Cencom Cable Associates, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required 1983 to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 19341994. Xx. Xxxxxxx is the father of Xxxxxxx X. Xxxxxxx, Xx. XXXXXXX X. XXXXXXX, XX. XxXxxx has been the President and served as a director of the Company since its formation South Carolina Cable Television Association for the past ten years and is a member of the Southern Cable Association's Tower Club. 63 XXXX X. XXXXXX, 50, Senior Vice President -- Engineering. Prior to joining Charter Investment, Inc. in March 1991. In January 19921998, Xx. Xxxxxxx Xxxxxx was appointed Chief Executive Officer with Marcus Cable for 8 years, most recently serving as senior vice president and chief technical officer. Earlier he was in operations with Xxxx Xxxx Communications and Minnesota Utility Contracting. Xx. Xxxxxx attended the University of the CompanyWisconsin-Oshkosh. From March 1991 until December 1995 he served as XXXXXXX X. XXXXXX, 41, Senior Vice President and a director of CPS HoldingsChief Information Officer. Prior to joining Charter Communications, Inc. From April 1989 to November 1990, he served as Chief Operating Officer of Xxxxxxx and Company, a private investment firm. From September 1987 to March 1989in 1999, Xx. XxxxxxxXxxxxx was director, Jr. was an associate applied technologies of The Xxxxxxx GroupXxx Communications for four years. Prior to that, a private investment banking firmhe held technical and management positions during four years at Southwestern Xxxx and its subsidiaries. Xx. XxxxxxxXxxxxx attended Fort Xxxx State University. XXXXXX X. XXXXXX, Jr. is currently serving as a director of NAB Asset Corporation47, Chatwins GroupExecutive Vice President, Inc., Texon Energy Corporation, Xxxxxx Xxx Distributor, Inc., and CARS USAAssistant to the President. Prior to joining Charter Investment, Inc. Xxxxxxx X. Xxxxxxxin 1998, Xx. is his fatherXxxxxx was managing partner of the St. Louis office of Ernst & Young LLP, where he was a partner for 14 of 24 years. He served as one of 10 members of the firm's National Tax Committee. Xx. Xxxxxx earned a B.S. degree from Saint Louis University. XXXXXX X. XXXX, 51, Senior Vice President, General Counsel and Secretary. Prior to joining Charter Investment, Inc. in 1997, Xx. Xxxx served as corporate counsel to NYNEX since 1988. He has over 25 years of experience as a corporate lawyer, specializing in mergers and acquisitions, joint ventures, public offerings, financings, and federal securities and antitrust law. Xx. Xxxx received a B.A. from Trinity College and a X.X. from Columbia University School of Law. XXXXXXX X. XXXXXXX has been a director of the Company since its formation XXXXX, 40, Senior Vice President -- Corporate Development and Technology. From 1983 until joining Charter Investment, Inc. in March 1991. Since 19811995, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management buyouts. Xx. Xxxxxxx serves on Xxxxx served in various management positions at U.S. Computer Services, Inc. He is a member of the board of directors of Atlantic City Racing Association, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director of the Company since November 1993 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formation. Xx. Xxxxx is a director of Reunion Industries, Inc., Sanitas, Inc., Chatwins Group, Inc., and XxXxxxx-Xxxxxxx, Inc. Xx. Xxxxx served as a director and Vice President of CPS Holdings, Inc. from 1993 to 1995. XXXXXX X. XXXXX has been a director of the Company since April 1995. He has been the Chairman and Chief Executive Officer of Xxxxx Capital Management, Inc. since 1984. He is also a director of New York Bancorp, Arrhythmia Research Technology, Inc. and the National Football Foundation and Hall of Fame. Xx. Xxxxx also serves on the Board of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX has been a director of the Company since April 1995. He has been self-employed as an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment banking, capital markets and merchant banking activities. In addition, he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director of Titanium Industries, Eonyx Corporation and Wyoming Properties. The Company's directors, certain officers, and persons holding more than ten percent of the Company's common stock are required to report, within certain periods, their initial ownership of and any subsequent transactions in any of the Company's equity securities. Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, then an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. All transactions and holdings of which the Company has knowledge have now been reported. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1996, (ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Information is presented for those specified periods, rather than for three full years, because the Company in 1995 changed the end of its fiscal year from March 31 to December 31. Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXX, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Vice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. December 1996 117,039 13,500 5,000 Senior Vice President, Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - ---------------------------------------------------------------------------------------------------------
(1) Bonus for each period is the bonus paid to date with respect to that period. Bonus compensation paid in May 1996 was awarded based on performance in the twelve-month period ended March 1996, and is therefore allocated 25% to the year ended December 1996 and 75% to the nine-month period ended December 1995. The Company expects to pay bonus compensation in May 1997 with respect to the nine-month period ended December 1996. The amount of such compensation cannot be determined as of the date of this report, and is,
(2) Number of shares that may be purchased upon exercise of options that were granted in the period shown. OPTION AND SAR GRANTS The following table sets forth all options granted to executive officers by the Company during the year ended December 31, 1996. All such options were granted under the 1991 Stock Option Plan. No stock appreciation rights (SARs) were granted by the Company during the year ended December 31, 1996. All options were for the purchase of shares of the Common Stock. Options Granted Exercise Potential Realizable Value to Employees in or at Assumed Annual Rates Options Granted Year Ended Base Price Expiration of Stock Price Name (No. of Shares) December 31, 1996 ($/Share) Date Appreciation for Option Term 5% 10% OPTION GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 200,000 39.0% $8.875 March 31, 2006 $1,109,340 $2,807,304 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 12,600 2.5% 8.875 March 31, 2006 69,888 176,860 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 75,000 14.6% 8.875 March 31, 2006 416,002 1,052,739 - ----------------------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE The following table sets forth, as of December 31, 1996, the number of unexercised options held by each executive officer named in the preceding table, the number of shares subject to then exercisable and unexercisable options held by such persons and the December 31, 1996 value of all unexercised options held by such persons. Each option referred to in the table was granted under the Company's 1991 Stock Option Plan at an option price per share equal to the fair market value per share on the date of grant. Number of Number of Unexercised Value of Unexercised Name Shares Value Options at In-the-Money Acquired on Realized December 31, 1996 Options at December 31, 1996(1) Exercise Exercisable/Unexercisable Exercisable/Unexercisable - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 70,000 $677,950 249,040/131,200 $821,805/$755,050 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 54,000 467,500 18,200/81,400 159,250/533,025 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 40,000 265,000 31,200/81,400 273,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 20,000 140,000 52,200/81,400 455,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 20,000 110,250 9,300/143,300 37,200/470,075 - -----------------------------------------------------------------------------------------------------------------------------
(1) Valuation is based on the last sales price on December 31, 1996 of $11.25 per share, as reported by Nasdaq.High Speed Access Corp.
Appears in 1 contract
Samples: Form 10 K