|
(2)
|
|
Percent of class owned
is based on the number of shares outstanding plus options exercisable by
the named beneficial owners. An asterisk in this column indicates that the
named person holds less than 1% of the issued and outstanding
shares.
|
|
|
|
(3)
|
|
Mr. Graziadio has sole
voting and investment power over these shares in his capacity as chief
executive officer of Second Southern Corp., which is the manager of
Ginarra Partners, LLC. Mr. Graziadio disclaims any pecuniary interest or
beneficial ownership of the shares owned by Ginarra Partners,
LLC.
|
|
|
|
(4)
|
|
Shares are owned by the
Graziadio Family Trust, a trust established by Mr. Graziadio, but as to
which he is neither a trustee nor a beneficiary. Mr. Graziadio disclaims
beneficial ownership of all shares owned by the Graziadio Family Trust.
Mr. Lang and Mr. Sanders serve as two of the three trustees of the
Graziadio Family Trust.
|
|
|
|
(5)
|
|
Includes a total of
164,500 shares subject to options granted under the Company’s incentive
stock plans. Does not include 576,388 shares held by Ginarra Partners,
LLC, as to which Mr. Graziadio has sole voting and investment power by
virtue of being the chief executive officer of the manager of Ginarra
Partners. Does not include 410,519 shares which are owned by the Graziadio
Family Trust, a trust established by Mr. Graziadio, but as to which he is
neither a trustee nor a beneficiary. Mr. Graziadio disclaims beneficial
ownership of all shares owned by the Graziadio Family Trust and Ginarra
Partners, LLC.
|
|
|
|
(6)
|
|
Based on a Schedule 13G
filed by Advisory Research, Inc. with the SEC on February 13,
2008.
|
|
|
|
(7)
|
|
Includes 27,500 shares
subject to options granted under the Company’s 1998 Director
Plan.
|
|
|
|
(8)
|
|
Includes 87,283 shares
which are owned by St. Albans Global Management LLLP, a Delaware limited
liability limited partnership, as to which Mr. Novelly is the chief
executive officer. Mr. Novelly disclaims beneficial ownership of the
shares owned by St. Albans Global Management LLLP.
|
|
|
|
(9)
|
|
Mr. Lang and Mr. Sanders
serve as two of the three trustees of the Graziadio Family Trust (“Trust”)
(see footnote 4 above). As a trustee, each shares voting and investment
power with respect to the 410,519 shares owned by the Trust. Each of Mr.
Lang and Mr. Sanders disclaims any pecuniary interest in or beneficial
ownership of the shares owned by the Trust.
|
|
(10)
|
|
Includes 6,666 shares
subject to options granted under the Company’s 2004 Stock
Plan.
|
|
|
|
(11)
|
|
Includes 20,000 shares
subject to options granted under the Company’s 1998 Employee
Plan.
|
|
|
|
(12)
|
|
Includes 10,000 shares
subject to options granted under the Company’s 2004 Stock Plan and 10,000
shares subject to options granted under the Company’s 1998 Employee
Plan.
|
Item 13. Certain Relationships and
Related Transactions and Director Independence
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
The Company
reimburses or pays costs and expenses incurred by Second Southern Corp. and
Ginarra Partners, LLC, companies affiliated with Mr. Graziadio, in connection
with Mr. Graziadio’s execution of his duties as chairman and chief executive
officer of the Company. These costs include clerical and administrative support,
travel and entertainment expenses, and certain direct overhead costs including,
but not limited to, postage, communication charges and office supplies. Payments
to such affiliates of Mr. Graziadio for such costs and expenses in fiscal years
2007, 2006 and 2005 were $154,415, $130,998 and $120,571, respectively. William
R. Lang, a director of the Company, is the chief financial officer of Second
Southern Corp.
James F.
Sanders, corporate secretary of the Company, provides general counsel services
to the Company. During Fiscal 2007, Mr. Sanders was paid $135,250 for legal
services and reimbursement of related costs and expenses. Mr. Sanders also is
employed by Apex Oil Company, Inc., a company controlled by Paul A. Novelly, a
director of the Company.
Richard
Bern, a former president of the Company’s Boss Manufacturing Company subsidiary,
currently provides executive services to the Company as an operations
consultant. Mr. Bern provides services in all of the Company’s significant
operational areas, including sales, production, distribution and purchasing,
including relations with foreign vendors.
On July 30,
2004, the Company acquired all outstanding shares of common stock of Galaxy
Balloons, Incorporated (“Galaxy”) from Terrence J. Brizz, who continues to serve
as president of Galaxy. Under the stock purchase agreement, Mr. Brizz received
payment of: (i) $200,000 of deferred purchase price, payable in two equal annual
increments of $100,000 each on the first and second anniversaries of the
purchase date, (ii) $50,000 under a non-compete agreement, similarly payable in
two equal annual installments of $25,000 each, and (iii) up to an additional
$400,000 of earn-out payments depending upon Galaxy’s financial performance
during fiscal years 2005 through 2007. During Fiscal 2006, the Company paid
$125,000 to Mr. Brizz in connection with the deferred purchase price and
non-compete provisions of the Galaxy stock purchase agreement and $200,000 in
earn-out payment with respect to Galaxy’s 2005 financial performance. Galaxy’s
financial performance during Fiscal 2006 also exceeded the specified contractual
benchmarks, thereby entitling Mr. Brizz to the final $200,000 earn-out payment,
which amount was paid in March, 2007.
14
DIRECTOR INDEPENDENCE
Three of
the Company’s five directors, Messrs. Lerner, Novelly and Mikles, are
independent of the Company as determined under applicable rules and regulations
of the NASDAQ Stock Market. Mr. Graziadio is Chief Executive Officer of the
Company and Mr. Lang is employed by a company affiliated with Mr. Graziadio, so
neither of them is independent of the Company.
The members
of the Audit Committee are Messrs. Mikles, Lerner and Lang. Mr. Mikles and Mr.
Lerner are independent of the Company while Mr. Lang is not. The members of the
Compensation Committee are Mr. Novelly and Mr. Lerner, both of whom are
independent.
Item 14. Principal Accountant Fees
and Services
The Audit
Committee approves the engagement of the Company’s independent auditors prior to
their rendering of audit or non-audit services and sets their compensation. The
firm of McGladrey & Pullen, LLP, Certified Public Accountants (“McGladrey”),
served as the Company’s independent auditors for Fiscal 2007. Pursuant to SEC
regulations, the Audit Committee approves all fees payable to the independent
auditors for all routine and non-routine services provided. The Audit Committee
considers and approves the budget for the annual audit and financial statement
review services on a fixed fee basis prior to initiation of the work.
Non-routine services in the ordinary course of business which are not prohibited
under SEC regulation, such as tax planning, tax compliance and other services,
generally are pre-approved on a case-by-case basis. All of the fees paid to the
independent auditors in Fiscal 2007 were pre-approved by the Audit
Committee.
Audit
Fees
: During Fiscal 2007, the Company incurred
fees of $131,000 for audit and financial statement review services from
McGladrey and $110,000 for those services during Fiscal 2006.
Audit-Related Fees
: For Fiscal
2007, the Company incurred fees of $1,400 to McGladrey for audit related
services and $1,960 for those services during Fiscal 2006.
Tax
Fees
: During Fiscal 2007, the Company incurred
fees of $47,125 to RSM McGladrey, Inc. (RSM), an affiliate of McGladrey, for tax
compliance, tax advice and tax planning. During Fiscal 2006, the Company
incurred fees of $16,000 to RSM for such services. State tax services were added
during 2007 and account for the increase in 2007 tax related fees to RSM.
All
Other Fees
: During Fiscal 2007 and Fiscal 2006,
the Company incurred no fees for services other than audit, audit-related and
tax-related services from McGladrey.
15
PART IV
Item 15. Exhibits and Financial
Statements Schedules
The following exhibits are filed with
this report.
|
31.1
|
|
Certification of
Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
31.2
|
|
Certification of
Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
32
|
|
Certification of Chief
Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002.
|
16
SIGNATURES
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.
|
(Registrant)
|
Boss Holdings, Inc.
|
|
|
|
By (Signature and
Title)
|
/s/ Steven
G. Pont
|
|
|
|
Steven G. Pont,
Vice President of Finance
|
|
|
Principal Financial Officer and
Chief Accounting Officer
|
|
|
|
Date: April 28,
2008
|
17
Boss (PK) (USOTC:BSHI)
Gráfico Histórico do Ativo
De Fev 2025 até Mar 2025
Boss (PK) (USOTC:BSHI)
Gráfico Histórico do Ativo
De Mar 2024 até Mar 2025
