price, number and kind of shares to be issued under the Non-Employee Director Plan and any
outstanding options. The Board of Directors has the authority to amend, modify, suspend or
terminate the Non-Employee Director Plan at any time.
Directors who are also employees of the Company or any of its subsidiaries receive no
remuneration for serving as directors or Committee members.
Security Ownership of Certain Beneficial Owners and Management
The
following table sets forth as of April 17, 2009, certain information regarding the
beneficial ownership of the Company’s Common Stock by (i) each person who is known to the Company
to beneficially own more than 5% of the Common Stock, (ii) each of the Directors and named
executive officers of the Company individually and (iii) the Directors and executive officers of
the Company as a group. The information contained in this table reflects “beneficial ownership” as
defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and,
as such, also includes shares acquirable within 60 days. Unless otherwise indicated, the
stockholders identified in this table have sole voting and investment power with respect to the
shares owned of record by them.
| |
|
|
|
|
|
|
|
|
| |
|
Number |
|
|
| Name and Address of Beneficial Owner |
|
of Shares |
|
Percent (1) |
Austin W. Marxe and David M. Greenhouse (2)
527 Madison Avenue, Suite 2600
New York, NY 10022 |
|
|
1,676,622 |
|
|
|
16.9 |
% |
Morehead Opportunity Fund, L.P. (3) |
|
|
720,119 |
|
|
|
7.2 |
% |
Lloyd I. Miller III (4) |
|
|
638,049 |
|
|
|
6.4 |
% |
Mark C. Layton (5) |
|
|
302,285 |
|
|
|
3.0 |
% |
Steven S. Graham (5) |
|
|
184,675 |
|
|
|
1.8 |
% |
Thomas J. Madden (5) |
|
|
144,473 |
|
|
|
1.4 |
% |
Cindy Almond (5) |
|
|
60,096 |
|
|
|
|
* |
Michael C. Willoughby (5) |
|
|
57,027 |
|
|
|
|
* |
Timothy M. Murray (5) |
|
|
55,801 |
|
|
|
|
* |
James F. Reilly (5) |
|
|
40,723 |
|
|
|
|
* |
Dr. Neil W. Jacobs (5) |
|
|
28,789 |
|
|
|
|
* |
David I. Beatson (5) |
|
|
24,469 |
|
|
|
|
* |
All directors and executive officers
as a group (9 persons) (6) |
|
|
898,338 |
|
|
|
8.8 |
% |
|
|
|
| * |
|
Represents less than 1% |
| |
| (1) |
|
This table is based on 9,942,140 shares of Common Stock
outstanding on April 17, 2009. |
| |
| (2) |
|
Based on an April 16, 2009 Form 4 joint filing by Austin W. Marxe (“Marxe”) and David
M. Greenhouse (“Greenhouse”). Marxe and Greenhouse share sole voting and investment power
over 288,864 common shares owned by Special Situations Cayman Fund, L.P., 988,653 common
shares owned by Special Situations Fund III QP, L.P., 399,105 common shares owned by
Special Situations Private Equity Fund, L.P. |
| |
| (3) |
|
Based on a January 7, 2009 Schedule 13D filing by Morehead Opportunity Fund, L.P.
|
| |
| (4) |
|
Based on a February 12, 2009 Schedule 13G filing by Lloyd I. Miller III. |
| |
| (5) |
|
Includes the following outstanding options to purchase the specified number of shares
of Common Stock, which are fully vested and exercisable: Mark C. Layton — 170,740; Steven
S. Graham — 166,160; Thomas J. Madden — 117,538; Cindy Almond — 59,831; Michael C.
Willoughby — 52,359; Timothy M. Murray — 37,484; James F. Reilly — 22,341; Dr. Neil W.
Jacobs — 24,469 and David I. Beatson — 24,469. |
| |
| (6) |
|
Includes outstanding options to purchase 675,391 shares of Common Stock, which are
fully vested and exercisable. |
19
|