UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the Fiscal Year Ended March 31, 2009
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the Transition Period from
To
Commission File Number 000-11071
IMAGE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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84-0685613
(I.R.S. Employer Identification Number)
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20525 Nordhoff Street, Suite 200, Chatsworth, California 91311
(Address of principal executive offices, including zip code)
(818) 407-9100
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001
Preferred Stock Purchase Rights
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
YES
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NO
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Indicate by check mark if the registrant is not required to file report pursuant to Section 13
or Section 15(d) of the Act.
YES
o
NO
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES
þ
NO
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
YES
o
NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non- accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
YES
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NO
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The aggregate market value of the common stock held by non-affiliates of the registrant, based
upon the closing price of $0.85 for shares of the registrants common stock on September 30, 2008,
the last business day of the registrants most recently completed second fiscal quarter as reported
by The NASDAQ Global Market
®
, was approximately $9,219,014. In calculating such aggregate market
value, shares of common stock owned of record or beneficially by officers, directors and persons
known to the registrant to own more than five percent of the registrants voting securities (other
than such persons of whom the registrant became aware only through the filing of a Schedule 13G
filed with the Securities and Exchange Commission) were excluded because such persons may be deemed
to be affiliates.
The number of shares outstanding of the registrants common stock as of July 13, 2009:
21,855,718
DOCUMENTS INCORPORATED BY REFERENCE
None.
IMAGE ENTERTAINMENT, INC.
Annual Report on Form 10-K/A (Amendment No. 1)
For The Fiscal Year Ended March 31, 2009
TABLE OF CONTENTS
2
Explanatory Note
Image Entertainment, Inc. (we, us, our, the Company, or Image) is filing this
Amendment No. 1 (this Amendment) on Form 10-K/A to amend its Annual Report on Form 10-K for the
fiscal year ended March 31, 2009, as filed with the Securities and Exchange Commission (SEC) on
June 29, 2009 (the 2009 Form 10-K), for purposes of including the information that was to be
incorporated by reference to its definitive proxy statement relating to its 2009 Annual Meeting of
Stockholders. This Amendment hereby amends Part III, Items 10 through 14. We are also including
as exhibits the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
Form 10-K General Instruction G(3) requires the information contained herein be included in
the Form 10-K filing or incorporated by reference from our definitive Proxy Statement if such
statement is filed no later than 120 days after our last fiscal year end. We do not expect to file
a definitive Proxy Statement containing the above referenced items within such 120-day period and
therefore the Part III information is filed hereby as an amendment to our 2009 Form 10-K.
Except as otherwise expressly stated herein, this Amendment does not reflect events occurring
after the date of the 2009 Form 10-K, nor does it modify or update the disclosure contained in the
2009 Form 10-K in any way other than as required to reflect the amendments discussed above and
reflected below. Accordingly, this Amendment should be read in conjunction with the 2009 Form 10-K
and Images other filings made with the SEC on or subsequent to June 29, 2009.
3
PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Board Composition
As of July 29, 2009, our board of directors (Board) was comprised of six members, divided
into three classes as set forth in the table below. Each director holds office for a three-year
term, until a successor is duly elected and qualified or until his earlier death, resignation or
removal from office. The directors were elected into the classes below at the 2006 Annual Meeting
and served for an initial term of one year for Class I directors, two years for Class II directors
and three years for Class III directors. The Class I directors will be up for election at the 2010
Annual Meeting, the Class II directors will be up for election at the 2011 Annual Meeting and the
Class III directors will be up for election at the 2009 Annual Meeting.
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Director
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Principal Occupation and Business Experience During Past Five Years and Other
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Name
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Class
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Age
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Directorships
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Martin W. Greenwald
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III
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67
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Mr. Greenwald has served as our Chairman of the Board since 1981. From 1981
to March 2008, Mr. Greenwald also served as President and Chief Executive
Officer. He owns and is currently managing EIM Capital Management, Inc.,
which provides consulting services to clients, including Image. Mr.
Greenwald was previously involved with the Digital Video Disc Group (now
known as the Digital Entertainment Group), and previously chaired the
Laserdisc Association/Optical Video Disc Association. He has been a guest
lecturer at the USC Marshall School of Business and UCLA Anderson School of
Management, and has been a guest speaker or panelist at numerous home video
entertainment events. From 1990 to 1998, Mr. Greenwald served on the board
of directors of The Entertainment Industry Foundation. He has been honored
with the Visionary Award from the Entertainment AIDS Alliance, has served as
director of the Permanent Charities Committee of the Entertainment
Industries, and is an active supporter of Cedars Sinai Hospitals United
Hostesses Charities and Didi Hirsch Community Mental Health Centers. Mr.
Greenwald is a graduate of Fairleigh Dickinson University.
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David Coriat
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II
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59
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Mr. Coriat has served as a member of our Board since 2005. Since 1986, Mr.
Coriat has served as Executive Vice President, Chief Financial Officer and
director of Slaight Communications Inc. (formerly Standard Broadcasting
Corporation Limited), the largest privately-owned multi-media company in
Canada, prior to the sale of its broadcasting assets in October 2007, and
one of our largest stockholders. Prior to joining Standard Broadcasting,
Mr. Coriat was involved with Arthur Andersen & Co., an international
accounting firm, providing accounting advice to financial institutions,
performing special investigations and feasibility studies.
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Ira S. Epstein
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II
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77
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Mr. Epstein has served as a member of our Board since 1990. Mr. Epstein is
an entertainment attorney representing high-profile clients in the
television and motion picture industries, as well as related businesses
throughout the entertainment industry. Mr. Epstein has been Of Counsel to
the international law firm of Greenberg Traurig, LLP since June 2002. From
1993 to June 2002, he was Of Counsel to the Beverly Hills entertainment law
firm Weissmann, Wolff, Bergman, Coleman, Silverman & Holmes, LLP. From 1975
to 1993, Mr. Epstein was the managing partner of the entertainment law firm
Cooper, Epstein & Hurewitz. He has held officer and director positions in
numerous corporations, formerly served as a Member of the Board of Trustees
of the San Diego Arts Performance League, currently serves as a member of
the Board of Directors of the North Coast Repertory Company, where he served
as Vice President prior to serving as President for the past four years, and
serves as a member of the San Dieguito Planning Group, the North San Diego
zoning and land use advisory group to the San Diego Board of Supervisors.
Mr. Epstein obtained his J.D. from University of Nebraska College of Law,
and was a Captain in the Judge Advocate General Air Force.
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Gary Haber
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III
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63
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Mr. Haber has served as a member of our Board since 2005. Mr. Haber is a
35-year entertainment industry Certified Public Accountant. Since its
founding in 1977, Mr. Haber has served as principal of Haber Corporation
Certified Public Accountants, providing financial and business management
services to top internationally-recognized artists in the music and
entertainment industry. Mr. Haber has spoken in the past at the Southern
Regional Entertainment and Sports Law Seminar, and guest lectured at UCLA.
He serves as President of the Nashville Screenwriters Conference, serves on
the Boards of Directors of the Alliance of Artists Recording Companies
(AARC), and the Academy of Country Music (ACM) and is President of ACM
Lifting Lives. Mr. Haber has a B.S. in Accounting from Long Island
University.
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Director
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Principal Occupation and Business Experience During Past Five Years and Other
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Name
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Age
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Directorships
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M. Trevenen Huxley
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I
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57
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Mr. Huxley provides digital media consultation services through his company,
Thinxinc, Inc. In 2007, he co-founded TiltnTwist, LLC, which makes mobile
phone games. He has served as a member of our Board since 1998 and
previously as a consultant for our digital rights subsidiary, Egami Media,
Inc. (Egami), from April 2005 through November 2006. In 1990, Mr. Huxley
co-founded Muze Inc., which became the leading entertainment product
database in the United States, served as its President and Chief Executive
Officer from 1992 to March 1998, and its Executive Vice President for
Business Development until November 2002. He led the technology team that
developed and deployed over 5,000 entertainment information kiosks in retail
music, book and video stores throughout the U.S. and spearheaded efforts
that led to the use of Muze data by most of the major Internet entertainment
retailers and portal sites, including Amazon and Yahoo! From 1998 to 2000,
Mr. Huxley served as Co-Chair of an EC project funded under the European
Commission Info 2000 Program, which developed an analysis of the
requirements for metadata for e-commerce in intellectual property in the
network environment. He serves on the Board of Directors of The Center for
Social and Emotional Education, a non-profit organization based in New York
City.
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Robert J. McCloskey
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61
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Mr. McCloskey has served as a member of our Board since 2002. Mr. McCloskey
is retired after acting as President and Chief Executive Officer of Shopcast
Television (TV) since 2006. From 1987 to 2004, Mr. McCloskey served as
Chairman of the Home Entertainment Group of Standard Broadcasting, as well
as President and Chief Executive Officer of Video One Canada Limited. Prior
to joining Standard Broadcasting, he spent 17 years in the consumer products
industry in numerous senior domestic and international assignments with
General Foods, Pepsico, Rothmans International and Nabisco. Mr. McCloskey
has a B.S. from Cornell University and an M.B.A. from York University.
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Executive Officers
The following table sets forth the name, age and position of each of our executive officers as of
July 29, 2009.
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Name
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Age
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Position
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Current Executive Officers
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Jeff M. Framer*
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48
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President and Chief Financial Officer
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William Bill V. Bromiley
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47
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Chief Acquisitions Officer
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Derek Rick Eiberg
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42
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Chief Operating Officer
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Former Executive Officer
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David Borshell**
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44
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Former President
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*
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Mr. Framer was appointed the Companys President effective March 12, 2009.
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**
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Mr. Borshell ceased being an executive officer and employee of the Company effective March 12, 2009.
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Mr. Framer was promoted to President effective March 12, 2009, and has served as Chief
Financial Officer since April 1993. As President and Chief Financial Officer, Mr. Framer oversees
and directs all significant aspects of the business including operations, strategy, financial,
accounting, treasury, legal, information technology, risk management and SEC financial compliance
operations. Previously, Mr. Framer served as Controller from September 1990 to March 1993. Mr.
Framer was a Senior Manager at KPMG LLP from July 1989 to September 1990, and a Manager at KPMG LLP
from July 1988 to June 1989. Mr. Framer received his B.S. in Business Administration and
Accounting Theory and Practice from California State University at Northridge in 1984. Mr. Framer
is a Certified Public Accountant.
Mr. Bromiley has served as our Chief Acquisition Officer since April 2008. Previously he led
the Companys feature film initiative as a consultant from June 2007 until he was hired by Image in
January 2008 as Senior Vice President, Acquisitions. From November 1999 to May 2007, Mr. Bromiley
held the position of President of First Look Home Entertainment, a division of First Look Studios.
Prior to that, he spent two years as President of Maple Palm Productions and nine years working for
Roger Cormans Concorde/New Horizon Pictures Corp. where he oversaw all theatrical distribution and
co-created the home entertainment division.
Mr. Eiberg was promoted to Chief Operating Officer effective March 12, 2009 after serving as
our Executive Vice President, Operations and Chief Technology Officer since April 2008. Mr. Eiberg
began his employment at Image as Vice President, Information Technology in April 2003 and from June
2005 until his appointment as Chief Operating Officer, he served as Senior Vice President,
Operations. Prior to joining Image, Mr. Eiberg spent 11 years at Bell Industries, a distributor,
manufacturer and service provider, managing information technology and operations as its Vice
President, Technology.
5
Mr. Borshell served as our President from April 2008 to March 2009 and ceased being an
executive officer and employee of the Company effective March 12, 2009. Previously, he served as
Chief Operating Officer from July 2000 to March 2008 and Senior Vice President, Sales, Marketing
and Operations from December 1994 to June 2000. Prior to 1994, Mr. Borshell held various
positions, starting as an Account Executive in February 1986.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (Exchange Act), requires
Images directors, executive officers and the beneficial holders of more than 10% of a registered
class of Images equity securities to file initial reports of ownership and changes in ownership of
common stock and other equity securities of Image with the SEC. Based solely on our records and
written representations from certain of these persons, we believe that during fiscal year 2009 all
applicable Section 16(a) filing requirements were met, with the following exception: an over 5%
holder of the Companys common stock, a then-11% stockholder, MMCAP International Inc. SPC and MM
Asset Management Inc., each disclosed on a Form 4 filed on September 29, 2008 the sale of common
stock of the Company. The sale date was reported September 18, 2008, and accordingly, the Forms 4
do not appear to have been timely filed.
Code of Ethics and Governance Guidelines
Our Board has adopted a Code of Ethics Policy which is applicable to all employees, including
our principal executive officer and principal financial and accounting officer, and other
applicable persons. A copy of our Code of Ethics Policy, as well as our Insider Trading Policy,
Corporate Governance Guidelines, the written Charters for our Audit, Compensation, and Nominations
and Governance Committees, as well as periodic and current reports filed with the SEC are available
on our website, www.image-entertainment.com, and are available in print to any stockholder upon
request. Amendments and waivers, if any, will be disclosed on the Investors section of our
website. Such information is incorporated herein by reference.
Director Independence
For a discussion of the independence of our directors, please see Item 13. Certain
Relationships and Related Transactions, and Director Independence below.
Committees of the Board
Although the full Board considers our major decisions, the Board has established an Audit
Committee, a Compensation Committee, and a Nominations and Governance Committee to more fully
address certain areas of importance to Image. The Board has appointed individuals from among its
members to serve on these committees. Our Compensation Committee for fiscal year 2009 was
comprised of Messrs. Epstein and McCloskey (Chairman). Our Nominating and Governance Committee for
fiscal year 2009 was comprised of Messrs. McCloskey and Coriat (Chairman). The membership of each
of these committees is composed entirely of independent directors.
Audit Committee
Our Board has established a standing Audit Committee in accordance with the applicable
provisions of the Exchange Act and its rules. Our Audit Committee for fiscal year 2009 was
comprised of Messrs. Haber, Coriat and Epstein. Our Board has determined that each member of our
Audit Committee meets the independence requirements of the SEC and Nasdaq and that Mr. Haber, the
fiscal year 2009 Chairman of the Audit Committee, meets the requirements of audit committee
financial expert as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange
Act, has accounting or related financial management experience, and is financially sophisticated
under the Nasdaq Marketplace Rules.
6
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Item 11.
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Executive Compensation
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Summary Compensation Table for Fiscal Year 2009
The following table sets forth compensation paid to our principal executive officer, principal
financial officer and other most highly compensated executive officers whose total compensation
exceeded $100,000 for fiscal year 2009 and, where applicable, fiscal year 2008 (collectively, the
Named Executive Officers). The fiscal years reported below ended on March 31, 2009 and 2008,
respectively:
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Fiscal
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Option
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All Other
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Name & Principal Position
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Year
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Salary ($)
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Awards ($)
(1)
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Compensation ($)
(2)
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Total ($)
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Current Executive Officers
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Jeff M. Framer,
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2009
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$
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350,000
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$
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6,574
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$
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36,683
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$
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393,257
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President and Chief Financial Officer
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2008
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299,984
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34,414
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334,398
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Bill V. Bromiley
(3)
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2009
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350,000
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6,574
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43,323
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399,897
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Chief Acquisitions Officer
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Rick Eiberg
(3)
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2009
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250,000
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4,931
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39,255
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294,186
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Chief Operating Officer
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Former Executive Officer
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David Borshell
(4)
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2009
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412,730
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8,217
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613,320
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1,034,267
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Former President
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2008
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317,984
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36,234
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354,218
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(1)
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Amount represents the compensation expense we recognized for stock options granted in
fiscal year 2009, before reflecting forfeitures, in accordance with the provisions of
Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123
(revised 2004),
Share-Based Payment
(FAS 123R). Refer to Note 13, Stockholders Equity,
in the Notes to Consolidated Financial Statements set forth in our Annual Report on Form
10-K for fiscal year 2009, for the relevant assumptions used to determine the valuation of our
stock options. Upon Mr. Borshells termination of employment during fiscal year 2009, Mr.
Borshells unvested options for 37,502 shares, with a FAS 123R value of $0.62 per share, were
forfeited.
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(2)
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Fiscal year 2009 includes:
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a.
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Medical and dental insurance premiums and other payments in excess of
those provided to other employees of $22,109 for each of Mr. Framer, Mr. Bromiley,
Mr. Eiberg and Mr. Borshell.
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b.
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Auto allowances paid of $12,600 for each of Mr. Framer, Mr. Eiberg and
Mr. Borshell and $15,000 for Mr. Bromiley.
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c.
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Our contributions to a 401(k) plan of $1,974 for Mr. Framer, $6,214 for
Mr. Bromiley, $4,546 for Mr. Eiberg, and $6,255 for Mr. Borshell.
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d.
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For Mr. Borshell, includes (i) severance amount of
$499,010, of which $465,321 is
for salary continuation through April 30, 2010, and $33,689 is for COBRA coverage
through June 30, 2010, and (ii) $73,346 in accrued vacation paid
in cash.
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(3)
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Messrs. Bromiley and Eiberg were promoted to executive officers effective April 1, 2008. No
compensation amounts prior to their promotions are disclosed herein. Mr. Eiberg served as
Executive Vice President, Operations and Chief Technology Officer from April 1, 2008 until his
appointment to the position of Chief Operating Officer effective March 12, 2009.
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(4)
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Mr. Borshells employment terminated effective March 12, 2009, at which time Mr. Framer was
appointed as our President.
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7
Grants of Plan-Based Awards for Fiscal Year 2009
The following table summarizes options granted under our 1998 Incentive Plan in fiscal year
2009 to the Named Executive Officers:
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All Other Option Awards:
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Exercise or Base Price
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Grant
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Number of Securities
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of Option Awards
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Grant Date Fair Value of
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Name
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Date
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Underlying Options (#)
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($/Sh)
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Stock and Option Awards
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Current Executive Officers
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Jeff M. Framer
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6/12/08
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40,000
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$
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1.14
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$
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24,612
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Bill V. Bromiley
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6/12/08
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40,000
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1.14
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24,612
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Rick Eiberg
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6/12/08
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30,000
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1.14
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18,459
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Former Executive Officer
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David Borshell
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6/12/08
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50,000
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1.14
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30,765
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Employment Agreements
We entered into employment agreements with each of the Named Executive Officers, Messrs.
Borshell, Framer, Bromiley and Eiberg, as of April 1, 2008, each for a term of one year. The terms
are summarized below. New employment agreements with similar terms were entered into with Messrs.
Framer, Bromiley and Eiberg as of March 31, 2009, each for a term of two years. Since Mr. Borshell
terminated employment with us prior to March 31, 2009, he is not a party to a new employment
agreement.
Fiscal 2009 Agreements:
Term.
Each of the agreements with Messrs. Borshell, Framer, Bromiley and Eiberg is
for one year beginning April 1, 2008.
Base Salary.
Base salaries for the fiscal year ending March 31, 2009, for Messrs.
Borshell, Framer, Bromiley and Eiberg are $425,000, $350,000, $350,000 and $250,000, respectively.
Other than the base salary amounts listed above, the terms of the agreements are similar to
each other, supersede any previous written or oral employment letters or agreements and include the
following general terms and conditions for each officer: (i) an initial employment term of one
year; (ii) payment of base salary payable bi-weekly in accordance with the normal payroll practices
of the Company; (iii) standard executive insurance benefits for medical, dental, life and
disability insurance fully paid by the Company; (iv) car allowance of $12,600 gross, paid
bi-weekly; (v) four weeks of vacation per year; (vi) participation in a Company bonus plan approved
by our Compensation Committee; and (vii) participation in a Company stock-based compensation plan.
Participation in a corporate bonus plan or stock-based compensation plan by a Named Executive
Officer is at the sole discretion of the Compensation Committee.
The agreements provide for standard severance and termination provisions. If the officer is
terminated by us without cause, the officer would be entitled to receive base salary and benefits
through the end of the remaining employment term plus six months; if the officer is terminated for
cause the obligations of the Company with respect to salary and benefits would immediately
terminate.
Fiscal 2010 Agreements:
Term.
Each of the agreements with Messrs. Framer, Bromiley and Eiberg is for a term
of two years beginning March 31, 2009.
Base Salary.
Base salaries for the fiscal year ending March 31, 2010 for Messrs.
Framer, Bromiley and Eiberg are $400,000, $375,000 and $300,000, respectively.
Other than the base salary amounts listed above, the terms of the agreements are similar to
each other, supersede any previous written or oral employment letters or agreements and include the
following general terms and conditions for each officer: (i) an initial employment term of two
years; (ii) payment of base salary payable bi-weekly in accordance with the normal payroll
practices of the Company through the end of the term; (iii) standard executive insurance benefits
for medical, dental, life and disability insurance fully paid by the Company; (iv) car allowance of
$12,600 gross, paid bi-weekly; (v) four weeks of vacation per year; (vi) participation in a Company bonus plan approved by our Compensation Committee; and (vii) participation in a Company stock-based
compensation plan. Participation in a corporate bonus plan or stock-based compensation plan by a Named
Executive Officer is at the sole discretion of the Compensation Committee.
8
The agreements provide for standard severance and termination provisions. If an officer is
terminated by us without cause or the officer terminates employment with us for good reason in
accordance with the terms of the agreement, the officer would be entitled to receive (i) base
salary through the end of the remaining employment term plus six months, (ii) any bonus earned but
not paid for a prior period and (iii) continued medical and dental insurance coverage under COBRA
for six months following termination, subject to the officers execution of a waiver and release
agreement in each case. If the officer is terminated by us for cause, the obligations of the
Company with respect to salary and benefits would immediately terminate. Upon expiration of the
agreements two-year term, provided the term has not been mutually extended, an officer would be
entitled to six months of base salary (without vacation accrual), any bonus earned but not paid for
a prior period and six months of medical and dental insurance coverage under COBRA.
For purposes of the agreements, cause generally means an officers (i) fraud, dishonesty or
felonious conduct or breach of fiduciary duty; (ii) willful misconduct or gross negligence in the
performance of the officers duties; (iii) knowing or willful violation of any law, rule or
regulation or other wrongful act that causes or is likely to cause harm, loss or disrepute to us;
(iv) conviction of a felony or misdemeanor (with certain exceptions); (v) breach of any material
provision of the agreement or other material agreement with us; or (vi) failure to comply with all
relevant and material obligations, assumable and chargeable to the executive under the
Sarbanes-Oxley Act.
For purposes of the agreements, good reason generally means any of the following events that
occurs without an officers consent within twelve months of a change in control: (i) a material
diminution in the officers authority, duties or responsibilities with us; (ii) a change in the
officers principal office location to a location farther from the officers home that is more than
35 miles from the officers current principal office location; (iii) a more than 10% reduction in
base salary; or (iv) any material breach by us of the employment agreement.
For purposes of the agreements, change in control generally means the first to occur of any
of the following events: (i) any person becomes the beneficial owner of 50% or more of our
securities entitled to vote in the election of directors, with certain exceptions; (ii) the
incumbent directors (including certain nominees nominated or elected by incumbent directors) during
any period of not more than twelve consecutive months during which we continue in existence cease
to constitute at least a majority of the Board; (iii) the date on which any person acquires
ownership of 30% or more of our securities entitled to vote in the election of directors; or (iv)
the date on which any person acquires assets from us that exceed 50% of the total gross fair market
value of our assets immediately before the acquisition, with certain exceptions.
Potential Payments Upon Termination or Change in Control
The estimated incremental compensation payable to the Named Executive Officers in the event of
the following triggering events, assuming the triggering event occurred on March 31, 2009 (the
first business day of the new employment agreement term for fiscal year 2010), is provided below.
Employment
Agreements:
The terms cause and good reason as used below have the meanings provided for them under
the heading Employment Agreements Fiscal 2010 Agreements.
Mr. Framer
|
|
|
for termination by us without cause, or for termination by Mr. Framer for good reason,
would receive approximately $1,013,475, which includes (i) base salary of $800,000 through
the end of his employment agreements two-year term, (ii) bonus of zero (no bonus plan was
effective as of March 31, 2009) and (iii) additional severance of (A) base salary for six
months of $200,000, (B) bonus for six months of zero and (C) medical and dental insurance
for six months of $13,475.
|
9
Mr. Bromiley
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|
for termination by us without cause, or for termination by Mr. Bromiley for good reason,
would receive approximately $950,975, which includes (i) base salary of $750,000 through
the end of his employment agreements two-year term, (ii) bonus of zero (no bonus plan was
effective as of March 31, 2009) and (iii) additional severance of (A) base salary for six
months of $187,500, (B) bonus for six months of zero and (C) medical and dental insurance
for six months of $13,475.
|
Mr. Eiberg
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|
for termination by us without cause, or for termination by Mr. Eiberg for good reason,
would receive approximately $763,475, which includes (i) base salary of $600,000 through
the end of his employment agreements two-year term, (ii) bonus of zero (no bonus plan was
effective as of March 31, 2009) and (iii) additional severance of (A) base salary for six
months of $150,000, (B) bonus for six months of zero and (C) medical and dental insurance
for six months of $13,475.
|
Mr. Borshell ceased being an executive officer and employee of the Company effective March 12,
2009. On June 11, 2009, the Company entered into a Waiver and Release Agreement (the Release
Agreement) with Mr. Borshell. The Release Agreement provided for salary continuation through
April 30, 2010 in the amount of $465,321 and COBRA coverage through June 30, 2010 in the amount of
$33,689, which amounts are disclosed in the Summary Compensation Table for Mr. Borshell.
We exercise the discretion as to whether the estimated payments described above are to be paid
in lump sum payment amounts or in accordance with our standard payroll practices. Benefits
generally available to all employees are not included in these estimations.
Treatment
of Stock Options upon a Change in Control:
Under the 1998 Incentive Plan, outstanding options become fully vested upon a change in
control (as defined in the 1998 Incentive Plan) or upon a termination of employment without cause
within three months before, or within one year after, a change in control. On March 31, 2009, the
closing sales price of our common stock was $1.29. On that date, each of the Named Executive
Officers held stock options with an exercise price of $1.14 that were granted under the 1998
Incentive Plan.
A change in control under the 1998 Plan generally includes (subject to certain exceptions):
(i) an acquisition by any person of beneficial ownership or a pecuniary interest in more than 45%
of our common stock or voting securities then entitled to vote generally in the election of our
directors; (ii) certain changes in a majority of the Board over a two-year period; (iii) certain
mergers, consolidations or reorganizations or sales of all or substantially all of our assets
involving a more than 50% change in ownership, upon approval by the Companys shareholders; or (iv)
approval by the Board and, if required by law, by our stockholders of a plan to dissolve or
liquidate.
Under the 1998 Incentive Plan, if a change in control or termination of employment in
connection with a change in control had occurred on March 31, 2009, the officers would have
recognized the following incremental compensation in connection with accelerated vesting of their
options, based on the difference between the fair market value of our common stock of $1.29 on
March 31, 2009 and the per share exercise price of $1.14:
Mr. Framer, $4,500; Mr. Bromiley, $4,500; and
Mr. Eiberg, $3,375.
All of the above calculations are estimates only; the actual amount of compensation can only
be determined at the time of a triggering event.
10
Outstanding Equity Awards at Fiscal Year End 2009
All equity awards reported in the table below were granted under the 1998 Incentive Plan or
the 2004 Incentive Compensation Plan. The table below generally sets forth the number of
outstanding options that have not vested or that have not been exercised by the Named Executive
Officers as of March 31, 2009:
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|
|
|
|
|
|
|
|
|
|
|
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|
Option Awards
|
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Number of Securities
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|
Number of Securities
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|
Underlying Unexercised
|
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Underlying Unexercised
|
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Option Exercise
|
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Option Expiration
|
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Name
|
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Options (# Exercisable)
|
|
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Options (# Unexercisable)
|
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Price ($)
|
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|
Date
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Current Executive Officers
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
Jeff M. Framer
|
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40,000
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$
|
3.75
|
|
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|
7/2/2010
|
(1)
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42,250
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1.75
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10/1/2011
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(2)
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32,000
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|
|
|
|
|
1.78
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3/5/2013
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(3)
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84,000
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3.80
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9/21/2014
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(4)
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40,000
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5.00
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9/21/2014
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(4)
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35,000
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3.39
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1/4/2016
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(5)
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9,999
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30,001
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|
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1.14
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6/11/2018
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(6)
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|
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|
|
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|
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|
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Bill V. Bromiley
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9,999
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30,001
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1.14
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6/11/2018
|
(6)
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|
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Rick Eiberg
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15,000
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2.256
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4/20/2013
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(7)
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12,500
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|
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3.74
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6/2/2014
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(8)
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12,500
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|
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3.80
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9/21/2014
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(4)
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17,500
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|
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3.39
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1/4/2016
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(5)
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7,500
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22,500
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|
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1.14
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6/11/2018
|
(6)
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Former Executive Officer
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David Borshell
(9)
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40,000
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|
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|
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3.75
|
|
|
|
7/2/2010
|
(1)
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52,250
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1.75
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10/1/2011
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(2)
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42,000
|
|
|
|
|
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|
|
1.78
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3/5/2013
|
(3)
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108,000
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3.80
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9/21/2014
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(4)
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60,000
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5.00
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9/21/2014
|
(4)
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35,000
|
|
|
|
|
|
|
|
3.39
|
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|
|
1/4/2016
|
(5)
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12,498
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|
|
|
|
|
|
|
1.14
|
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|
|
6/11/2018
|
(6)
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(1)
|
|
Stock options granted on July 3, 2000 that were fully vested on July 3, 2003 (one-seventh
of the grant vested every six months beginning on July 3, 2000).
|
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(2)
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Stock options granted on October 1, 2001 that were fully vested on October 1, 2004
(one-twelfth of the grant vested every three months beginning on January 2, 2002).
|
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(3)
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Stock options granted on March 6, 2003 that were fully vested on March 6, 2006 (one-twelfth
of the grant vested every three months beginning on June 6, 2003).
|
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(4)
|
|
Stock options granted on September 22, 2004 (one-twentieth of the grant vested every three
months beginning on December 22, 2004). Vesting was accelerated on March 29, 2006 for all
unvested options. All options are vested and exercisable, but are subject to a lock-up period
equal to the original vesting schedule. The lock-up period will expire on September 22, 2009,
the date the options would have fully vested.
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(5)
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Stock options granted on January 5, 2006 (one-twentieth of the grant vested every three
months beginning on April 5, 2006). Vesting was accelerated on March 29, 2006 for all
unvested options. All options are vested and exercisable, but are subject to a lock-up period
equal to the original vesting schedule. The lock-up period will expire on January 5, 2011,
the date the options would have fully vested.
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(6)
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Stock options granted on June 12, 2008 (one-twelfth of the grant vested every three months
beginning on September 12, 2008).
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(7)
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Stock options granted on April 21, 2003 (one-third of the grant vested on each of March 31,
2004, 2005, and 2006).
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(8)
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Stock options granted on June 3, 2004 (one-twelfth of the grant vested every three months
beginning on September 3, 2004).
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(9)
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Mr. Borshells vested options expired June 12, 2009, three months after he ceased being an
executive officer and employee of the Company.
|
11
Option Exercises and Stock Vested in Fiscal Year 2009
There were no exercises of stock options or vesting of stock awards held by the Named
Executive Officers during fiscal year 2009.
Director Compensation
Non-employee directors are each compensated $40,000 annually (paid quarterly), $2,000 for each
meeting of the Board or a committee of the Board where in-person attendance is expected, and $1,000
for each Board or committee meeting where telephonic attendance is expected. In addition,
non-employee directors are reimbursed for reasonable travel expenses to attend Board or committee
meetings.
For fiscal year 2009, non-employee directors were each granted a stock option to purchase
10,000 shares of our common stock. The options were granted under our 1998 Incentive Plan on June
12, 2008 and vested one year later on June 12, 2009, subject to continued service as a director
until that date. The options have an exercise price equal to the closing sales price of our common
stock on the date of grant. Directors who are employees of our company receive no additional or
special remuneration for serving as directors.
Director Compensation Table for Fiscal Year 2009
The following table sets forth information regarding the compensation of our non-employee
directors in fiscal year 2009:
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|
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Fees Earned or Paid
|
|
|
Option
|
|
|
All Other
|
|
|
|
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Name
|
|
in Cash ($)
(1)
|
|
|
Awards ($)
(2)
|
|
|
Compensation ($)
|
|
|
Total ($)
|
|
David Coriat
|
|
$
|
72,000
|
|
|
$
|
4,918
|
|
|
|
|
|
|
$
|
76,918
|
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Ira S. Epstein
|
|
|
69,000
|
|
|
|
4,918
|
|
|
|
|
|
|
|
73,918
|
|
Martin W. Greenwald
(3)
|
|
|
|
|
|
|
4,918
|
|
|
$
|
839,143
|
|
|
|
844,061
|
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Gary Haber
|
|
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70,000
|
|
|
|
4,918
|
|
|
|
|
|
|
|
74,918
|
|
M. Trevenen Huxley
|
|
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66,000
|
|
|
|
4,918
|
|
|
|
|
|
|
|
70,918
|
|
Robert J. McCloskey
|
|
|
66,000
|
|
|
|
4,918
|
|
|
|
|
|
|
|
70,918
|
|
|
|
|
(1)
|
|
Cash compensation for Board and committee meeting attendance and quarterly service fee of
$10,000.
|
|
(2)
|
|
Amount represents the compensation expense we recognized for option awards during fiscal year
2009, before reflecting forfeitures, in accordance with FAS 123R. Refer to Note 13,
Stockholders Equity, in the Notes to Consolidated Financial Statements set forth in our
Annual Report on Form 10-K for fiscal year 2009 for the assumptions used in determining such
amounts. The per share grant date fair value of the option to purchase 10,000 shares granted
in fiscal year 2009, determined in accordance with FAS 123R, was $0.6153.
|
|
|
|
At March 31, 2009, the non-employee directors held outstanding option awards for the
following number of shares: Mr. Coriat, 15,000; Mr. Epstein, 65,000; Mr. Greenwald, 509,500;
Mr. Haber, 35,000; Mr. Huxley, 35,000; and Mr. McCloskey, 40,000. Of Mr. Greenwalds
outstanding options, 499,500 were granted in connection with his previous service as
President and Chief Executive Officer.
|
|
(3)
|
|
Mr. Greenwald, our former President and Chief Executive Officer until his retirement on March
31, 2008, did not receive cash fees for services as a director for fiscal year 2009 in light
of other cash benefits received. Mr. Greenwald received as All Other Compensation the
following benefits:
|
|
a.
|
|
Medical and dental insurance premiums and other payments of $35,082.
|
|
|
b.
|
|
Term life insurance premium payments of $37,362.
|
|
|
c.
|
|
Auto allowances paid and other personal auto expenses of $20,778.
|
|
|
d.
|
|
Salary continuation of $745,921.
|
12
|
|
|
Item 12.
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
|
The following table sets forth certain information as of July 13, 2009, with respect to the
beneficial ownership of shares of our common stock owned by (i) each person, who, to our knowledge
based on Schedules 13G or 13D filed with the SEC, is the beneficial owner of more than 5% of our
outstanding common stock, (ii) each person who is currently a director, (iii) each Named Executive
Officer, and (iv) all of our current directors and executive officers as a group. Unless indicated
otherwise below, the person or entity listed has sole voting and dispositive power with respect to
the shares that are deemed beneficially owned by such person or entity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
Shares of Common Stock
|
|
|
Common
|
|
Name of Beneficial Owner
|
|
Beneficially Owned(1)
|
|
|
Stock(2)
|
|
Image Investors Co.(3)
|
|
|
6,069,767
|
|
|
|
27.77
|
%
|
Slaight Communications
Inc. (formerly known as
Standard Broadcasting
Corp. Ltd.)(4)
|
|
|
1,542,283
|
|
|
|
7.06
|
%
|
Martin W. Greenwald(5)
|
|
|
1,331,604
|
|
|
|
5.95
|
%
|
Jeff M. Framer(6)
|
|
|
305,363
|
|
|
|
1.38
|
%
|
Ira S. Epstein(7)
|
|
|
82,904
|
|
|
|
*
|
|
Rick Eiberg(8)
|
|
|
67,500
|
|
|
|
*
|
|
M. Trevenen Huxley(9)
|
|
|
54,904
|
|
|
|
*
|
|
Robert J. McCloskey(10)
|
|
|
43,184
|
|
|
|
*
|
|
Gary Haber(11)
|
|
|
38,884
|
|
|
|
*
|
|
David Coriat(12)
|
|
|
18,184
|
|
|
|
*
|
|
Bill Bromiley(13)
|
|
|
13,332
|
|
|
|
*
|
|
David Borshell
|
|
|
250
|
|
|
|
*
|
|
All current directors and
executive officers as a
group (9 persons)
|
|
|
1,955,859
|
|
|
|
8.53
|
%
|
|
|
|
*
|
|
Less than 1%.
|
|
Notes to Beneficial Ownership Table:
|
|
(1)
|
|
Beneficial ownership is determined in accordance with SEC rules. For the number of shares
beneficially owned by and the percentage of ownership reported for each of the More Than 5%
Stockholders, we rely on each such stockholders statements filed with the SEC pursuant to
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, as described in the
footnotes below. Except as indicated by footnote below, each person named reportedly has sole
voting and investment powers with respect to the common stock beneficially owned by that
person, subject to applicable community property and similar laws. Except as indicated by
footnote below, each owners mailing address is c/o Image Entertainment, Inc., 20525 Nordhoff
Street, Suite 200, Chatsworth, California 91311.
|
|
(2)
|
|
On July 13, 2008, there were 21,855,718 shares of our common stock, $.0001 par value,
outstanding. Common stock not outstanding but which underlies options and rights (including
warrants) vested as of, or vesting within, 60 days after July 13, 2009, is deemed to be
outstanding for the purpose of computing the percentage of the common stock beneficially owned
by each named person (and the directors and executive officers as a group), but is not deemed
to be outstanding for any other purpose.
|
|
(3)
|
|
The mailing address of Image Investors Co. is 21 Main Street Suite 202, Hackensack, New
Jersey 07601. All of the shares of common stock are held of record by Image Investors Co.
(IIC). Information presented is based on a Schedule 13D/A filed with the SEC on December 4,
2008 by IIC. Pursuant to the filing, the shares of common stock listed in the table as
beneficially owned by IIC may also be deemed to be beneficially owned by John W. Kluge and
Stuart Subotnick by virtue of their being directors, executive officers and the sole
stockholders of IIC. With respect to these shares, Messrs. Kluge and Subotnick share voting
and investment powers.
|
|
(4)
|
|
The mailing address of Slaight Communications Inc. (formerly known as Standard Broadcasting
Corporation Limited) is 2 St. Clair Avenue West, Suite 1102, Toronto, Ontario, Canada M4V 1L6.
All of the shares of common stock are held of record by Slaight Communications Inc.
(Slaight). Information presented is based on a Schedule 13D filed with the SEC on December
19, 2008 by Slaight Communications Inc. Pursuant to the filing, the shares of common stock
listed in the table as beneficially owned by Slaight may also be deemed to be beneficially
owned by Allan Slaight by virtue of Mr. Slaight being the sole director and stockholder of
Slaight. Since 1986, Mr. Coriat has served as Executive Vice President, Chief Financial
Officer and as a director of Slaight.
|
13
|
|
|
(5)
|
|
Includes vested options to purchase 509,500 shares of common stock and 1,030 shares owned by
MomAnDad, Inc., of which Martin W. Greenwald is a 50% owner.
|
|
(6)
|
|
Includes vested options to purchase 286,582 shares of common stock.
|
|
(7)
|
|
Includes vested options to purchase 65,000 shares of common stock.
|
|
(8)
|
|
Includes vested options to purchase 67,500 shares of common stock.
|
|
(9)
|
|
Includes vested options to purchase 35,000 shares of common stock.
|
|
(10)
|
|
Includes vested options to purchase 40,000 shares of common stock.
|
|
(11)
|
|
Includes vested options to purchase 35,000 shares of common stock.
|
|
(12)
|
|
Includes vested options to purchase 15,000 shares of common stock.
|
|
(13)
|
|
Includes vested options to purchase 13,332 shares of common stock.
|
Change in Control
For a discussion of the terminated merger transaction, please refer to Item 7. Managements
Discussion and Analysis of Financial Conditions and Results of Operations Recent Events and
other information regarding the terminated merger transaction
included in the 2009 Form 10-K.
Equity Compensation Plan Information
The following table sets forth certain information as of March 31, 2009 with respect to our
equity compensation plans (including individual compensation arrangements) under which our equity
securities are authorized for issuance, aggregated by (i) all compensation plans previously
approved by our security holders, and (ii) all compensation plans not previously approved by our
security holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
Weighted-average
|
|
|
Number of securities remaining
|
|
|
|
to be issued upon
|
|
|
exercise price of
|
|
|
available for future issuance under
|
|
|
|
exercise of
|
|
|
outstanding
|
|
|
equity compensation plans
|
|
|
|
outstanding options,
|
|
|
options, warrants
|
|
|
(excluding securities referenced in
|
|
Plan Category
|
|
warrants and rights
(1)
|
|
|
and rights
|
|
|
the first column)
(2)
|
|
Equity
compensation plans
approved by security
holders
|
|
|
2,326,581
|
|
|
$
|
3.062
|
|
|
|
1,107,430
|
|
Equity compensation
plans not approved by
security holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensatory
warrants issued to
service providers
(3)
|
|
|
1,000,000
|
|
|
|
4.250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,326,581
|
|
|
$
|
3.419
|
|
|
|
1,107,430
|
|
|
|
|
|
|
|
|
|
|
|
Notes to Equity Compensation Plan Information Table:
|
|
|
(1)
|
|
Includes options granted to employees and directors under our 1998 Incentive Plan, 2004
Incentive Compensation Plan and 2008 Stock Awards and Incentive Plan.
|
|
(2)
|
|
Future equity awards may be granted under our 2004 Incentive Compensation Plan or our 2008
Stock Awards and Incentive Plan. Our 1998 Incentive Plan expired on June 30, 2008, and no
further grants may be made under that plan.
|
|
(3)
|
|
In August 2006, we issued a five-year warrant in connection with a convertible debt financing
to an investor to purchase up to 1,000,000 shares at $4.25 per share.
|
14
|
|
|
Item 13.
|
|
Certain Relationships and Related Transactions, and Director Independence
|
Our policy on related-party transactions is included in our revised Code of Conduct, which has
been reviewed and approved by the Board effective as of June 19, 2007. Our policy states that each
executive officer, director or nominee for director will disclose to the Audit Committee of the
Board the following information regarding a related-person transaction for review, approval or
ratification by the Audit Committee: (i) the name of the related-person (as defined by Item 404(a)
of Regulation S-K under the Exchange Act), and if he or she is an immediate family member of an
executive officer, director or nominee for director, the nature of such relationship; (ii) the
related-persons interest in the transaction; (iii) the approximate dollar value of the amount
involved in the transaction; (iv) the approximate dollar value of the amount of the
related-persons interest in the transaction; and (v) in the case of indebtedness, the largest
total amount of principal outstanding since the beginning of our last fiscal year, the amount of
principal outstanding as of the latest practicable date, the amount of principal paid since the
beginning of our last fiscal year, and the rate or amount of interest payable on the indebtedness.
The Audit Committees decision whether or not to approve or ratify the related-party
transaction is made in light of its determination as to whether consummation of the transaction is
believed by the Audit Committee to not be or have been contrary to our best interests. The Audit
Committee may take into account the effect of a directors related-person transaction on such
persons status as an independent member of our Board and eligibility to serve on Board committees
under SEC and stock exchange rules.
Gary Haber, a member of our Board and principal of Haber Corporation, manages artists, some of
whom are among Images content providers. Haber Corporation receives fees from certain of these
content providers based upon a percentage of royalty payments paid to such content providers by
Image. Images royalty payments to these content suppliers are based upon a contractual percentage
of net revenues derived from the distribution of the content suppliers entertainment programming.
The royalties paid to these content suppliers in consideration for the distribution of their
content, in the opinion of management, is fair and reasonable, and is on terms no less favorable
than terms generally available to other third-party content suppliers under the same or similar
circumstances.
David Coriat, a member of our Board, currently serves as Executive Vice President of Slaight
Communications Inc. (Slaight Communications). Slaight Communications (formerly Standard
Broadcasting Corporation Limited, once the largest privately owned multi-media company in Canada
and then-owner of our exclusive content distributor in Canada) currently holds 1,542,283 shares of
our common stock and beneficially owns greater than 5% of our shares of common stock.
15
On April 1, 2009, we entered into a consulting agreement (the Consulting Agreement) with EIM
Capital Management, Inc. (EIM), an entity wholly-owned and managed by Martin W. Greenwald, the
Chairman of our Board of Directors. Under the Consulting Agreement, EIM receives a monthly fee of
$35,000 in return for certain strategic consulting services provided to Image by Mr. Greenwald on a
non-exclusive basis. In addition to the payment of a monthly fee, we will reimburse Mr. Greenwald
for out-of-pocket expenses reasonably incurred in connection with Mr. Greenwalds services to
Image; however, any single expense of $500 or more, or travel expenses over $1,000, must be
pre-approved in writing by our President. Mr. Greenwald was also provided the use of an Image
company car from April 1, 2009 until May 31, 2009. The term of the Consulting Agreement ends July
31, 2009, but is subject to the Compensation Committee of our Boards option to extend the
Consulting Agreement on a month-to-month basis with thirty (30) days prior written notice to EIM.
Director Independence
The Nasdaq Marketplace Rules require that a majority of our Board be independent, as defined
by Nasdaq Marketplace Rule 5605(a)(2). Our Board reviewed the independence of our directors,
including whether specified transactions or relationships exist currently, or existed during the
past three years, between our directors, or certain family members or affiliates of our directors,
and Image and our subsidiaries, certain other affiliates, or our independent registered public
accounting firm. In the review, the receipt of indirect fees by the Haber Corporation, of which
Mr. Haber is a principal, from certain Image content providers based upon a percentage of royalty
payments paid to such content providers by Image, was considered. In addition, Mr. Greenwalds
affiliation with EIM, which provides consulting services to Image, was considered. Further, Mr.
Coriats affiliations with Slaight Communications, a greater than 5% beneficial owner of Image, was
considered. As a result of the review, our Board has determined for fiscal year 2009 that David
Coriat, Ira S. Epstein, Gary Haber, M. Trevenen Huxley and Robert J. McCloskey are independent as
that term is used in Nasdaq Marketplace Rule 5605(a)(2). There are no family relationships among
or between any of our directors, executive officers or key employees.
16
|
|
|
Item 14.
|
|
Principal Accountant Fees and Services
|
The following table summarizes the aggregate fees for professional services provided by BDO
Seidman LLP related to the fiscal years ended March 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Audit Fees
|
|
$
|
291,779
|
|
|
$
|
362,803
|
|
Audit-Related Fees
|
|
|
|
|
|
|
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
1,000
|
|
|
|
7,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
292,779
|
|
|
$
|
370,728
|
|
|
|
|
|
|
|
|
Audit Fees.
Consisted of fees billed for professional services rendered for: (i) the audit of our
consolidated financial statements; (ii) the review of interim consolidated financial statements for
our quarterly filings; and (iii) any services that are normally provided by our principal
accountant in connection with statutory and regulatory filings or engagements.
Audit-Related Fees.
There were no audit-related fees during the fiscal years ended March 31, 2009 and 2008.
Tax Fees.
BDO Seidman, LLP does not perform professional services for tax compliance, tax advice or tax
planning for us.
All Other Fees.
Consisted of fees for professional services related to the terminated merger transaction.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm.
Our Audit Committees policy is to pre-approve the audit and non-audit services provided by
the independent registered public accounting firm, in order to assure that the provision of such
services does not impair the auditors independence. Our Audit Committee believes that the
combination of general pre-approval of certain types of services and specific pre-approval of other
services will result in an effective and efficient procedure to pre-approve services performed by
the independent registered public accounting firm. Unless a type of service to be provided by the
independent registered public accounting firm has received general pre-approval, it will require
specific pre-approval by the Audit Committee. In determining whether to grant general or specific
pre-approval, our Audit Committee will consider whether such services are consistent with the
applicable rules and regulations on auditor independence. The term of any pre-approval is 12
months from the date of pre-approval, unless the Audit Committee specifically provides for a
different period. Pre-approval is generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services and is generally subject to a
specific budget. With respect to each proposed pre-approved service, the independent registered
public accounting firm is required to provide to the Audit Committee detailed back-up documentation
regarding the specific services to be provided.
All of the fees paid to BDO Seidman, LLP in fiscal 2009 and 2008 were pre-approved by the
Audit Committee. Our Audit Committee has considered whether the provision of services other than
those described above under the heading of Audit Fees are compatible with maintaining the
independence of BDO Seidman, LLP.
17
PART IV
|
|
|
Item 15.
|
|
Exhibits and Financial Statement Schedules
|
The following documents are filed as a part of this report:
31.1
|
|
Certification of President and Chief Financial Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002.
|
18
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
IMAGE ENTERTAINMENT, INC.
A Delaware corporation
|
|
Dated: July 29, 2009
|
/s/ JEFF M. FRAMER
|
|
|
JEFF M. FRAMER
|
|
|
President and Chief Financial Officer
(Principal Executive, Financial and Accounting Officer)
|
|
19
EXHIBIT INDEX
31.1
|
|
Certification of President and Chief Financial Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002.
|
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