o |
Fee
paid previously with preliminary
materials.
|
o |
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
1) |
Amount
Previously Paid:
|
2) |
Form,
Schedule or Registration Statement
No.:
|
3) |
Filing
Party
|
4) |
Date
Filed:
|
(1)
|
To
elect five Directors of the Company to hold office until the next
Annual
Meeting of Stockholders and until their successors have been duly
elected
and qualified;
|
(2)
|
To
ratify the selection and appointment by the Company's Board of
Directors
of Grant Thornton LLP, independent auditors, as auditors for the
Company
for the year ending December 31, 2008;
and
|
(3)
|
To
consider and transact such other business as may properly come
before the
meeting or any adjournments
thereof.
|
By Order of the Board of Directors | ||
Amy
R. Agress
Vice
President, General Counsel and
Secretary
|
Name
|
Age
|
Position
|
||
Jack
S. Abuhoff
|
47
|
Chairman
of the Board of Directors, Chief Executive Officer and
President
|
||
Haig
S. Bagerdjian
|
51
|
Director
|
||
Louise
C. Forlenza
|
58
|
Director
|
||
John
R. Marozsan
|
66
|
Director
|
||
Peter
H. Woodward
|
35
|
Director
|
2007
|
2006
|
||||||
Audit
Fees
|
|
$588,000
|
|
$265,000
|
|||
Audit-related
Fees
|
25,000
|
-0-
|
|||||
Tax
Fees
|
-0-
|
-0-
|
|||||
All
Other Fees
|
-0-
|
-0-
|
Name
|
Age
|
Position
|
||
Steven
L. Ford
|
56
|
Executive
Vice President and Chief Financial Officer
|
||
Ashok
Mishra
|
53
|
Executive
Vice President and Chief Operating
Officer
|
·
|
Attract,
motivate and retain qualified, talented and dedicated executive
officers
|
·
|
Motivate
executives to achieve business and financial objectives that will
enhance
stockholder value
|
·
|
Align
the interests of our executives with the long term interests of
stockholders through stock based incentives
|
·
|
Maintain
a strong link between pay and performance by placing a portion
of the
executive’s total pay at risk
|
·
|
Company
performance, both separately and in relation to similar
companies
|
·
|
The
individual executive’s performance, experience and scope of
responsibilities
|
·
|
Historical
compensation levels and stock option awards at the
Company
|
·
|
Competitive
market and peer company data
|
·
|
Internal
equity among executive officers
|
·
|
The
recommendations of management
|
·
|
Executive
Sessions without management present to discuss various compensation
matters, including the compensation of our Chairman, President
and Chief
Executive Officer (“CEO”)
|
·
|
The
services of an independent compensation consultant, who advises
the
Committee on an as-needed basis
|
·
|
An
annual review of all executive compensation and benefit programs
for
reasonableness and cost
effectiveness
|
·
|
The
recommendations of the CEO on compensation for the other executive
officers
|
·
|
Base
salary
|
·
|
Performance-based
cash incentives
|
·
|
Stock-based
incentives
|
·
|
Benefits
and perquisites
|
·
|
Severance
and change in control compensation
|
Name
and Position
|
Year
|
Salary
|
Bonus
|
All
Other Compensation
|
Total
Compensation
|
|||||||||||
Jack
S. Abuhoff
|
2007
|
|
$369,000
|
|
$477,707
|
|
$24,085
|
(1)
|
|
$870,792
|
||||||
Chairman,
President and Chief Executive Officer
|
2006
|
369,000
|
-
|
21,114
|
(1)
|
390,114
|
||||||||||
Steven
L. Ford
|
2007
|
300,000
|
94,606
|
-
|
394,606
|
|||||||||||
Executive
Vice President and Chief Financial Officer
|
2006
|
300,000
|
-
|
-
|
300,000
|
|||||||||||
Ashok
Mishra (2)
|
2007
|
175,000
|
183,433
|
(3)
|
45,172
|
(4)
|
403,605
|
|||||||||
Executive
Vice President and Chief Operating Officer
|
Number
of securities underlying
unexercised
options
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|||||||||||
Name
and
|
(#)
|
(#)
|
|||||||||||
Principal
Position
|
Exercisable
|
Unexercisable
|
|||||||||||
Jack
S. Abuhoff
|
31,500
|
-
|
|
$0.5000
|
06/02/2013
|
||||||||
Chairman,
President and CEO
|
126,000
|
-
|
|
$0.5000
|
07/01/2013
|
||||||||
180,000
|
-
|
|
$0.6700
|
06/08/2014
|
|||||||||
154,000
|
-
|
|
$2.5900
|
03/31/2014
|
|||||||||
44,000
|
-
|
|
$2.5900
|
05/31/2009
|
|||||||||
44,000
|
-
|
|
$2.5900
|
05/31/2010
|
|||||||||
44,000
|
-
|
|
$2.5900
|
05/31/2011
|
|||||||||
44,000
|
-
|
|
$2.5900
|
05/31/2012
|
|||||||||
44,000
|
-
|
|
$2.5900
|
05/31/2013
|
|||||||||
154,000
|
-
|
|
$2.5900
|
09/30/2009
|
|||||||||
154,000
|
-
|
|
$2.5900
|
09/30/2010
|
|||||||||
154,000
|
-
|
|
$2.5900
|
09/30/2011
|
|||||||||
154,000
|
-
|
|
$2.5900
|
09/30/2012
|
|||||||||
80,000
|
(1) |
-
|
|
$3.4600
|
12/30/2015
|
||||||||
100,000
|
-
|
|
$3.7500
|
08/18/2014
|
|||||||||
Total
|
1,507,500
|
||||||||||||
Steven
L. Ford
|
250,000
|
(2) |
-
|
|
$3.2800
|
12/21/2015
|
|||||||
Executive
Vice President and CFO
|
|||||||||||||
Ashok
Mishra
|
10,000
|
-
|
|
$2.00
|
09/29/2014
|
||||||||
Executive
Vice President and COO
|
16,000
|
-
|
|
$2.59
|
10/03/2010
|
||||||||
50,000
|
(1) |
-
|
|
$3.46
|
12/30/2015
|
||||||||
90,000
|
-
|
|
$3.35
|
11/09/2013
|
|||||||||
Total
|
166,000
|
Option
Awards
|
Stock
Awards
|
||||||||||||
Name
|
Number
of Shares Acquired on Exercise (#)
|
Value
Realized on Exercise ($)
|
Number
of Shares Acquired on Vesting (#)
|
Value
Realized on Vesting ($)
|
|||||||||
Jack
S. Abuhoff (1)
|
1,139,160
|
|
$3,502,922
|
-
|
-
|
||||||||
Steven
L. Ford
|
-
|
-
|
-
|
-
|
|||||||||
Ashok
Mishra
|
-
|
-
|
-
|
-
|
Name
|
Cash
Compensation
|
Welfare
Benefits
|
Excise
Tax and Gross-Up (5)
|
Aggregate
Payments(6)
|
|||||||||
Jack
S. Abuhoff
|
|||||||||||||
Change
in Control (1)
|
|
$1,660,500
|
|
$126,386
|
|
$585,000
|
|
$2,371,886
|
|||||
Termination
without cause (2)
|
1,107,000
|
94,625
|
-
|
1,201,625
|
|||||||||
Termination
for cause
|
-
|
31,103
|
-
|
31,103
|
|||||||||
Death
|
-
|
31,103
|
-
|
31,103
|
|||||||||
Disability
|
92,250
|
31,103
|
-
|
123,353
|
|||||||||
Steven
L. Ford
|
|||||||||||||
Change
in Control (3)
|
600,000
|
25,287
|
-
|
625,287
|
|||||||||
Termination
without cause (4)
|
300,000
|
25,287
|
-
|
325,287
|
|||||||||
Termination
for cause
|
-
|
25,287
|
-
|
25,287
|
|||||||||
Death
|
-
|
25,287
|
-
|
25,287
|
|||||||||
Disability
|
75,000
|
25,287
|
-
|
100,287
|
|||||||||
Ashok
Mishra
|
|||||||||||||
Change
in Control
|
-
|
8,792
|
-
|
8,792
|
|||||||||
Termination
without cause (4)
|
175,000
|
8,792
|
-
|
183,792
|
|||||||||
Termination
for cause
|
-
|
8,792
|
-
|
8,792
|
|||||||||
Death
|
-
|
8,792
|
-
|
8,792
|
|||||||||
Disability
|
43,750
|
8,792
|
-
|
52,542
|
(1)
|
Assumes
a termination of employment by the executive on 30 days notice
at any time
after the 6 month anniversary of a change in control. Assumes a
bonus
target of 50% of the executive’s annual base
salary.
|
(2)
|
Assumes
a bonus target of 50% of the executive’s annual base
salary.
|
(3)
|
Assumes
termination of the executive by the Company without cause, or resignation
by the executive with good reason, within 12 months of a change
in
control.
|
(4)
|
Includes
resignation by the executive with good reason (as described
below).
|
(5)
|
Assumes
for illustration only that there is a 20% excise tax on the change
in
control payment and on the income and excise
taxes.
|
(6)
|
Assumes
for illustration only that 409A tax is not applicable to the termination
or change in control payments.
|
·
|
The
closing of a transaction by the Company or any person (other than
the
Company, any subsidiary of the Company or any employee benefit
plan of the
Company or of any subsidiary of the Company) (a "Person"), together
with
all "affiliates” and "associates" (within the meanings of such terms under
Rule 12b-2 of the Securities Exchange Act of 1934, as amended)
(the
"Exchange Act") of such Person, shall be the beneficial owner of
thirty
percent (30%) or more of the Company's then outstanding voting
stock
("Beneficial Ownership").
|
·
|
A
change in the constituency of the Board such that, during any period
of
thirty-six (36) consecutive months, at least a majority of the
entire
Board of Directors of the Company shall not consist of Incumbent
Directors. For purposes of this paragraph, "Incumbent Directors"
shall
mean individuals who at the beginning of such thirty-six (36) month
period
constitute the Board, unless the election or nomination for election
by
the shareholders of the Company of each such new director was approved
by
a vote of a majority of the Incumbent
Directors.
|
·
|
The
Company enters into an agreement of merger, consolidation, share
exchange
or similar transaction with any other corporation other than a
transaction
which results in the Company's voting stock immediately prior to
the
consummation of such transaction continuing to represent (either
by
remaining outstanding or by being converted into voting stock of
the
surviving entity) at least two-thirds (2/3rds) of the combined
voting
power of the Company's or such surviving entity's outstanding voting
stock
immediately after such transaction.
|
·
|
The
Board approves a plan of liquidation or dissolution of the Company
or an
agreement for the sale or disposition by the Company (in one transaction
or a series of transactions) of all or substantially all of the
Company's
assets.
|
·
|
His
base salary for the greater of 36 months and
the number of months then remaining in the term of his employment
agreement.
Payment will be made in equal periodic payments on a monthly basis.
|
·
|
300%
of his then bonus target.
|
·
|
Continuation
of his, and his dependents’, medical benefits, dental benefits, life
insurance, long-term disability insurance and non-qualified retirement
plan benefit accruals for the greater of 36 months and the number
of
months then remaining in the term of his employment agreement,
or in the
event that the Company’s underwriting or other plan terms do not permit
this, payment in lieu thereof, with periodic payments over 36 months,
with
the amounts the Company otherwise would have paid for the insurance
premiums or benefit contributions had he met such underwriting
or other
plan requirements.
|
·
|
Acceleration
of vesting of all options (and other equity-based or equity related
compensation), and removal of applicable transfer, lock-up or performance
requirements or restrictions.
|
·
|
Payment
of up to six weeks of accrued but unused
vacation.
|
·
|
Acceleration
of vesting of all options (and other equity-based or equity related
compensation), and removal of applicable transfer, lock-up or performance
requirements or restrictions.
|
·
|
The
Company enters into an agreement of merger, consolidation, share
exchange
or similar transaction with any other corporation other than a
transaction
which results in the Company's voting stock immediately prior to
the
consummation of such transaction continuing to represent (either
by
remaining outstanding or by being converted into voting stock of
the
surviving entity) at least two-thirds (2/3rds) of the combined
voting
power of the Company's or such surviving entity's outstanding voting
stock
immediately after such transaction.
|
·
|
The
Board of Directors of the Company approves a plan of liquidation
or
dissolution of the Company or an agreement for the sale or disposition
by
the Company (in one transaction or a series of transactions) of
all or
substantially all of the Company's
assets.
|
·
|
The
public announcement by the Company or any person (other than the
Company,
any subsidiary of the Company or an employee benefit plan of the
Company
or of any subsidiary of the Company) (a "Person") that such Person,
together with all "affiliates" and "associates" (within the meanings
of
such terms under Rule 12b-2 of the Securities Exchange Act of 1934,
as
amended) (the "Exchange Act") of such Person, shall be the beneficial
owner of 50% or more of the Company's then outstanding voting
stock.
|
Name
and Principal Position
|
Fees
Earned or Paid in Cash
|
Option
Awards (1)
|
All
Other Compensation
|
Total
|
|||||||||
Haig
S. Bagerdjian
|
|||||||||||||
Director
|
|
$15,000
|
|
$-
|
|
$-
|
|
$15,000
|
|||||
Louise
C. Forlenza
|
|||||||||||||
Director
|
|
$15,000
|
|
$-
|
|
$-
|
|
$15,000
|
|||||
John
R. Marozsan
|
|||||||||||||
Director
|
|
$15,000
|
|
$-
|
|
$-
|
|
$15,000
|
|||||
Peter
H. Woodward
|
|||||||||||||
Director
|
|
$15,000
|
|
$-
|
|
$-
|
|
$15,000
|
|||||
|
$60,000
|
|
$-
|
|
$-
|
|
$60,000
|
Shares
Owned Beneficially (1)
|
|||||||
Name
and Address of
Beneficial
Owner
|
Amount
and Nature
of
Beneficial
Ownership
|
Percent
of Class
|
|||||
Directors:
|
|||||||
Jack
S. Abuhoff (2)
|
2,187,639
|
8.34
|
%
|
||||
Haig
S. Bagerdjian (3)
|
73,690
|
*
|
|||||
John
R. Marozsan (3)
|
63,700
|
*
|
|||||
Louise
C. Forlenza (3)
|
60,500
|
*
|
|||||
Peter
H. Woodward (4)
|
72,849
|
*
|
|||||
Named
Executive Officers:
|
|||||||
Steven
L. Ford (5)
|
270,000
|
1.08
|
%
|
||||
Ashok
Mishra (6)
|
166,000
|
*
|
|||||
All
Executive Officers and Directors
|
|||||||
as
a Group (7 persons) (7)
|
2,894,378
|
10.79
|
%
|
||||
Known
Beneficial Holders of More Than 5%:
|
|||||||
Todd
Solomon
|
1,987,444
|
8.04
|
%
|
||||
Eliot
Rose Asset Management and Gary S. Siperstein (8)
|
1,802,869
|
7.29
|
%
|
(1)
|
Unless
otherwise indicated, (i) each person has sole investment and voting
power
with respect to the shares indicated and (ii) the shares indicated
are
currently outstanding shares. For purposes of this table, a person
or
group of persons is deemed to have "beneficial ownership" of any
shares as
of a given date which such person has the right to acquire within
60 days
after such date. For purposes of computing the percentage of outstanding
shares held by each person or group of persons named above on a
given
date, any security which such person or persons has the right to
acquire
within 60 days after such date is deemed to be outstanding for
the purpose
of computing the percentage ownership of such person or persons,
but is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person. Subject to the foregoing, the percentages
are calculated based on 24,725,791 shares outstanding.
|
(2)
|
Includes
currently exercisable options to purchase 1,507,500 shares of Common
Stock.
|
(3)
|
Includes
currently exercisable options to purchase 55,000 shares of Common
Stock.
|
(4)
|
Represents
shares owned by MHW Partners, L.P. Mr. Woodward is the Managing
Member of
the general partner of MHW Partners, L.P. Mr. Woodward disclaims
beneficial ownership of these shares except to the extent of his
pecuniary
interest therein.
|
(5)
|
Includes
currently exercisable options to purchase 250,000 shares of Common
Stock.
|
(6)
|
Represents
currently exercisable options to purchase 166,000 shares of Common
Stock.
|
(7)
|
Includes
currently exercisable options to purchase 2,088,500 shares of Common
Stock.
|
(8)
|
Based
on a statement set forth in Form SC 13G/A dated January 17, 2008,
filed
with the SEC, Eliot Rose Management in its capacity as investment
advisor
is deemed to be beneficial owner of these shares, which are owned
by
certain persons, and Gary S. Siperstein is deemed to be beneficial
owner
of these shares pursuant to his ownership interest in Eliot Rose
Management, on January 17, 2008.
|
Hackensack, New Jersey | By Order of the Board of Directors | ||
April 22, 2008 | |||
Amy
R. Agress
Vice
President, General Counsel and
Secretary
|