|
|
|
þ
|
|
No
fee required.
|
|
|
|
o
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
|
Title
of each class of securities to which transaction
applies:
|
|
|
||
|
(2)
|
|
Aggregate
number of securities to which transaction applies:
|
|
|
||
|
(3)
|
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
|
|
|
|
|
|
(4)
|
|
Proposed
maximum aggregate value of transaction:
|
|
|
||
|
(5)
|
|
Total
fee paid:
|
|
|
|
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.:
|
|
|
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|
|
(3)
|
|
Filing
Party:
|
|
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|
|
|
(4)
|
|
Date
Filed:
|
|
|
|
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|
||
|
|
|
Persons
who are to respond to the collection of information contained in
this form
are not required to respond unless the form displays a currently
valid OMB
control number.
|
I
look forward to seeing you at the meeting.
|
|
Best
regards,
|
|
Bradley
T. MacDonald
|
|
Chairman
of the Board
|
1.
|
Elect
three Class I directors for a three year term ending in
2010;
|
2.
|
Elect
three directors to a one year term ending in
2008;
|
3.
|
Ratify
the appointment of the Company’s independent registered public accountants
for fiscal 2007;
|
4.
|
Amend
the Bylaws of the Corporation to empower the Board of Directors to
elect a
Vice-Chairman of the Board.
|
5.
|
Act
upon such other matters as may properly come before the
meeting.
|
By
Order of the Board of Directors,
|
|
`
|
Bradley
T. MacDonald
|
Chairman
of the Board
|
|
Owings
Mills, MD
|
|
July
23, 2007
|
|
|
|
|
|
|
THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
|
|
|||
Information
Concerning Solicitation and Voting
|
5
|
|
|
|
PROPOSAL 1:
THE ELECTION OF DIRECTORS
|
|
|
||
THE
BOARD OF DIRECTORS
|
6
|
|
|
|
Director
Independence
|
9
|
|
|
|
Board
Meetings
|
9
|
|
|
|
Director
Compensation
|
10
|
|
|
|
Shareholder
Communications with the Board of Directors
|
11
|
|
|
|
Committees
of the Board
|
11
|
|
|
|
PROPOSAL 2:
THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
|
12
|
|
|
|
Audit
Committee Report
|
13
|
|
|
|
Fees
to Independent Registered Public Accountants for Fiscal 2005 and
2006
|
14
|
|
|
|
Pre-Approval
Policy
|
14
|
|
|
|
PROPOSAL
3: AMEND THE BYLAWS OF THE CORPORATION TO INCLUDE THE
VICE-CHAIRMAN
|
|
|
||
POSITION
|
14
|
|
|
|
Compensation
Discussion and Analysis
|
15
|
|
|
|
Summary
Compensation Table
|
17
|
|
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
21
|
|
|
|
ADDITIONAL
INFORMATION
|
22
|
|
|
|
OTHER
MATTERS
|
23
|
|
|
|
Name
and Experience
|
|
Class
|
|
Director
Since
|
|
||
|
|||||||
Charles
P. Connolly, age
58,
is
currently an independent director focusing on bank relationships,
debt
refinancing, merger and acquisition strategy and executive compensation
design. Mr. Connolly spent 29 years at First Union Corp. that merged
with
Wachovia Bank in 2001. He retired in 2001 as the President and CEO
of
First Union Corp. Mr. Connolly serves on the Boards of numerous non-profit
organizations. He holds an MBA from the University of Chicago and
AB from
Villanova University.
|
|
I
|
|
2006
|
|
|
|
|
|
|
|
|
Bradley
T. MacDonald, age
59, is the Chairman of the Board of Medifast, Inc. Mr.
MacDonald has been Chairman of the Board of Medifast, Inc. since
January
1998 and was also Chief Executive officer until March of 2007. He
was the principal architect of the turnaround of Medifast and formulated
the “Direct to Consumer” business models that are the primary drivers of
Revenue to this day. He also was the co-founder of Take Shape for
Life and
acquired the Clinic operations in 2002. During his time as CEO, he
managed
the company to 29 consecutive quarters of profits and improved
shareholders equity from negative $4 million to over $27 million
in less
than seven years. He also increased the Company’s market cap from less
than $1 million to over $100 million and listed the company on the
NYSE.
In 2006, Mr. MacDonald received the prestigious and audited Ernst
and
Young award of “Entrepreneur of the Year” for the state of Maryland in the
consumer products category. Also, he helped lead the Company to
national recognition in Forbes Magazine ranking Medifast 28th
of
the top 200 small companies in America .
From 1991 through 1994, Colonel MacDonald returned to active duty
to be
Deputy Director and Chief Financial Officer of the Retail, Food,
Hospitality and Recreation Businesses for the United States Marine
Corps. Prior thereto, Mr. MacDonald served as Chief Operating
Officer of the Bonneau Sunglass Company, President of Pennsylvania
Optical
Co., Chairman and CEO of MacDonald and Associates, which had major
financial interests in a retail drug, consumer candy, and pilot sunglass
companies. Mr. MacDonald was national president of the Marine Corps
Reserve Officers Association and retired from the United States Marine
Corps Reserve as a Colonel in 1997, after 27 years of service. He
has been appointed to the Defense Advisory Board for Employer Support
of
the Guard and Reserve (ESGR) Mr.
MacDonald serves on the Board of Directors of the Wireless Accessories
Group (AMEX: XWG). He also serves on the Board of Directors of the
Marine
Corps Reserve Toys for Tots Foundation and is on the Board of Trustees
of
Villa Julie College of Stevenson, Maryland and the Institute of Notre
Dame, the oldest Catholic girl’s urban high school in Maryland, located in
Baltimore. Mr. MacDonald is the father of Margaret MacDonald who
performs
the role of President and Chief Operating Officer at Medifast, Inc.
and
the brother of board member Michael C. MacDonald.
|
|
I
|
|
1996
|
Donald
F. Reilly, OSA,
age
59, holds a Doctorate in Ministry (Counseling) from New York Theological
and an M.A. from Washington Theological Union as well as a B.A. from
Villanova University. Reverend Don Reilly was ordained a priest in
1974.
His assignments included Associate Pastor, Pastor at St. Denis, Havertown,
Pennsylvania, Professor at Villanova University, Personnel Director
of the
Augustinian Province of St. Thomas of Villanova, Provincial Counselor,
Founder of SILOAM Ministries where he ministers and counsels HIV/AIDS
patients and caregivers. He is currently on the Board of Directors
of
Villanova University, and is Board Member of Prayer Power. Fr. Reilly
was
recently re-elected Provincial of the Augustinian Order at Villanova,
PA.
He oversees more than 220 Augustinian Friars and their service to
the
Church, teaching at universities and high schools, ministering to
parishes, serving as chaplain in the Armed Forces and hospitals,
ministering to AIDS victims, and serving missions in Japan and South
America.
|
|
I
|
|
1998
|
|
|
Dennis
M. McCarthy,
age
62, practiced law for 21 years as a civil litigator in tort and contract
cases. He was the founding member and managing partner of a Columbus,
Ohio
based law firm. Additionally, he served active duty in the U.S. Marine
Corps for 23 years and served 18 years in reserve service. Mr. McCarthy
retired from the Marine Corps in 2005 in the grade of Lieutenant
General
after four years in command of all Marine Reserve forces. Mr. McCarthy
is
currently the Executive Director of the Reserve Officers Association,
a
congressionally chartered association devoted to national defense.
In
addition to Medifast, he is a member of the Board of Directors of
Rivada
Networks.
|
|
II
|
|
2006
|
|
|
Richard
T. Aab, age
58, co-founded
US LEC in June 1996 and has served as Chairman of the Board of
Directors since that time. He also served as Chief Executive Officer
from
June 1996 until July 1999. Between 1982 and 1997, Mr. Aab held
various positions with ACC Corp., an international telecommunications
company in Rochester, NY, including Chairman and Chief Executive
Officer,
and served as a director. Mr. Aab is a member of the Board of
Trustees of the University of Rochester, the University of Rochester
Medical Center, Rochester Institute of Technology and various private
corporate institutions.
|
|
III
|
|
2007
|
|
|
Michael
S. McDevitt,
age 29, is the Chief Executive Officer and Chief Financial Officer
of
Medifast, Inc. Mr. McDevitt joined Medifast in 2002 as Controller
and was
promoted to Vice President of Finance in January 2004. In March of
2005 he
was promoted to President and subsequently promoted to the position
of
President and Chief Financial Officer in January of 2006. In March
of
2007, Mr. McDevitt was promoted to Chief Executive Officer. Prior
to
joining Medifast, Mr. McDevitt worked as a Financial Analyst for
The
Blackstone Group, an investment and advisory firm based in New York,
NY.
|
III
|
|
2007
|
Name
and Experience
|
|
Class
|
|
Director
Since
|
|
|
|
|
|||||
Michael
C. MacDonald, age
53, is president of global accounts and marketing operations for
Xerox
Corporation, Stamford, Conn. He was named to this position in October
2004
and was appointed a corporate senior vice president in July 2000.
Mac
Donald is responsible for directing the company’s largest global accounts,
improving the customer experience, corporate marketing, xerox.com,
advertising, worldwide public relations and marketing communications.
Most
recently, Mac Donald was president, North American Solutions Group
responsible for all products, services and solutions sold by Xerox
direct
sales force in the United States and Canada. Prior to that, he served
as
the group’s senior vice president of marketing and chief of staff. Mac
Donald is on the board of directors of the Rochester Institute of
Technology, PAETEC, and the Jimmy V Foundation. He is also a board
member
of the CMO Council North American Advisory Board. Mr. MacDonald completed
executive business and management programs at Columbia University
in 1992
and the International Senior Management Program at Harvard University
in
1998
|
|
II
|
|
1998
|
|
|
Mary
T. Travis,
age 56, is currently employed with Sunset Mortgage Company, L.P.
in
Pennsylvania as the Senior Vice President of wholesale operations
and was
formerly the Vice President of operations for the Financial Mortgage
Corporation. Mrs. Travis is an expert in mortgage banking with over
36
years of diversified experience. She is an approved instructor of
the
Mortgage Bankers Association Accredited School of Mortgage Banking.
Mrs.
Travis was also formally a delegate and 2nd Vice president of the
Mortgage
Bankers Association of Greater Philadelphia and the Board of Governors
of
the State of Pennsylvania.
|
|
II
|
|
2002
|
|
|
Joseph
D. Calderone,
age 58, is the Associate Director of Campus Ministry at Villanova
University. He formerly spent over eight years with the Loyola University
Medical Center as the hospital Chaplain and taught multiple courses
including Introduction to the Practice of Medicine and Business Ethics.
Rev. Calderone recently retired as a Captain in the US Navy Reserves.
He
served as the Wing Chaplain for the 4th Marine Aircraft Wing.
|
|
III
|
|
2003
|
|
|
George
Lavin, Jr, Esq.,
age 78, is a senior partner at Lavin, Oneil, Ricci, Ceprone & Disipio.
Mr. Lavin is a 1951 graduate of Bucknell University. He attended
the
University of Pennsylvania School of Law, receiving an LL.B. in 1956,
and
then served as a Special Agent, Federal Bureau of Investigation,
United
States Department of Justice, until 1959. Mr. Lavin is one of the
dominant
product liability defense attorneys in the nation. He has had regional
responsibilities in several automotive specialty areas, and has been
called upon to try matters throughout the county on behalf of his
clients.
Mr. Lavin's present practice and specialty emphasizes his commitment
to
defending the automotive industry. Mr. Lavin is admitted to practice
before the Supreme Court of Pennsylvania, the United States Court
of
Appeals for the Third Circuit and the United States District Courts
for
the Eastern and Middle Districts of Pennsylvania. He is a member
of the
Faculty Advisory Board of the Academy of Advocacy, the Association
of
Defense Counsel, The Defense Research Institute, The American Board
of
Trial Advocates, and the Temple University Law School faculty. He
has also
been elected a fellow of the American College of Trial Lawyers. On
March
1, 1994, Mr.Lavin assumed the title of Counsel to The
Firm.
|
|
III
|
|
2005
|
|
|
Michael
J. McDevitt, age
58, is a retired FBI Special Agent with over 29 years of government
service with the United States Marine Corps and the FBI. He had attained
Senior Executive status within the FBI's Investigative Technology
Branch
and is currently providing consulting services, focusing on physical
threat and risk assessments and conducting specialized training for
law
enforcement and US Government entities. Mr. McDevitt is the father
of the
Company’s Chief Executive Officer and Chief Financial Officer, Michael S.
McDevitt.
|
III
|
|
2002
|
Name
|
Fees
Earned or Paid in Cash ($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All
other
Compensation
($)
|
Total
($)
|
|||||||||||||||
Joseph
D. Calderone
|
-
|
$
|
9,375
|
$
|
9,375
|
|||||||||||||||||
Charles
P. Connolly
|
-
|
3,206
|
3,206
|
|||||||||||||||||||
George
Lavin, Esq.
|
-
|
9,375
|
9,375
|
|||||||||||||||||||
Michael
C. MacDonald
|
-
|
9,375
|
9,375
|
|||||||||||||||||||
Dennis
M. McCarthy
|
-
|
3,206
|
3,206
|
|||||||||||||||||||
Michael
J. McDevitt
|
-
|
9,375
|
9,375
|
|||||||||||||||||||
Rev.
Donald F. Reilly, OSA
|
-
|
12,500
|
12,500
|
|||||||||||||||||||
Mary
T. Travis
|
-
|
12,500
|
12,500
|
|
|
|
(1)
|
|
Amounts
are calculated based on provisions of Statement of Financial Accounting
Standards, or SFAS, No 123R, “Share Based Payments.” See note 1
of the consolidated financial statement of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2006 regarding
assumptions underlying valuation of equity
awards.
|
Option
Awards
|
Stock
Awards
|
||||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
|
Number
of Securities Underlying Unexercised Options (#)
|
Option
Exercise
|
Option
Expiration
|
Number
Shares or Units of Stock That Have Not Vested
|
Market
Value of Shares or Units of Stock that have not
Vested
|
|||||||||||||
Exercisable
|
Un-Exercisable
|
Price
($)
|
Date
|
Vested
(#)
|
($)
|
||||||||||||||
Joseph
D. Calderone
|
2,500
|
-
|
$
|
4.80
|
4/4/2008
|
-
|
-
|
||||||||||||
Charles
P. Connolly
|
-
|
-
|
-
|
-
|
|||||||||||||||
George
Lavin, Esq.
|
-
|
-
|
-
|
-
|
|||||||||||||||
Michael
C. MacDonald
|
2,500
|
-
|
4.80
|
4/4/2008
|
-
|
-
|
|||||||||||||
Dennis
M. McCarthy
|
2,500
|
-
|
4.80
|
4/4/2008
|
-
|
-
|
|||||||||||||
Michael
J. McDevitt
|
2,500
|
-
|
4.80
|
4/4/2008
|
-
|
-
|
|||||||||||||
Rev.
Donald F. Reilly, OSA
|
2,500
|
-
|
4.80
|
4/4/2008
|
-
|
-
|
|||||||||||||
Mary
T. Travis
|
2,500
|
-
|
4.80
|
4/4/2008
|
-
|
-
|
Ÿ
|
have
the sole authority and responsibility to hire, evaluate and, where
appropriate, replace the independent auditors;
|
Ÿ
|
meet
and review with management and the independent auditors the interim
financial statements and the Company’s disclosures under Management’s
Discussion and Analysis of Financial Condition and Results of Operations
prior to the filing of the Company’s Quarterly Reports on Form 10-Q;
|
Ÿ
|
meet
and review with management and the independent auditors the financial
statements to be included in the Company’s Annual Report on Form 10-K
(or the annual report to shareowners) including (i) their judgment
about the quality, not just acceptability, of the Company’s accounting
principles, including significant financial reporting issues and
judgments
made in connection with the preparation of the financial statements;
(ii) the clarity of the disclosures in the financial statements; and
(iii) the Company’s disclosures under Management’s Discussion and
Analysis of Financial Condition and Results of Operations, including
critical accounting policies;
|
Ÿ
|
review
and discuss with management, the internal auditors and the independent
auditors the Company’s policies with respect to risk assessment and risk
management;
|
Ÿ
|
review
and discuss with management, the internal auditors and the independent
auditors the Company’s internal controls, the results of the internal
audit program, and the Company’s disclosure controls and procedures, and
quarterly assessment of such controls and procedures;
|
Ÿ
|
establish
procedures for handling complaints regarding accounting, internal
accounting controls and auditing matters, including procedures for
confidential, anonymous submission of concerns by employees regarding
accounting and auditing matters; and
|
Ÿ
|
review
and discuss with management, the internal auditors and the independent
auditors the overall adequacy and effectiveness of the Company’s legal,
regulatory and ethical compliance programs.
|
|
|
|
|
•
|
to
recommend to our Board of Directors proposed nominees for election
to the
Board of Directors both at annual general meetings and to fill vacancies
that occur between general meetings; and
|
|
|
|
|
•
|
to
make recommendations to the Board of Directors regarding the Company’s
corporate governance matters and
practices.
|
Ÿ
|
measure
the Chief Executive Officer’s performance against his goals and objectives
pursuant to the Company plans;
|
Ÿ
|
Ÿ
|
review
and approve compensation of elected officers and all senior executives
based on their evaluations, taking into account the evaluation by
the
Chief Executive Officer;
|
Ÿ
|
review
and approve any employment agreements, severance arrangements, retirement
arrangements, change in control agreements/provisions, and any special
or
supplemental benefits for each elected officer and senior executive
of the
Company;
|
Ÿ
|
approve,
modify or amend all non-equity plans designed and intended to provide
compensation primarily for elected officers and senior executives
of the
Company;
|
Ÿ
|
make
recommendations to the Board regarding adoption of equity plans;
and
|
Ÿ
|
modify
or amend all equity plans.
|
|
|
|
|
•
|
The
audit committee has reviewed and discussed the audited consolidated
financial statements and accompanying management’s discussion and analysis
of financial condition and results of operations with our management
and
Bagell, Josephs, Levine & Co, LLC. This discussion included Bagell,
Josephs, Levine & Co., LLC’s judgments about the quality, not just the
acceptability, of the accounting principles, the reasonableness of
significant judgments and the clarity of disclosures in the financial
statements.
|
|
|
|
|
•
|
The
audit committee also discussed with Bagell, Josephs, Levine & Company,
LLC the matters required to be discussed by the applicable Statements
on
Auditing Standards, including SAS No. 61 and No. 90, as amended
(Communication with Audit
Committees).
|
|
|
|
|
•
|
Bagell,
Josephs, Levine & Company, LLC also provided to the audit committee
the written disclosures and the letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), and the audit committee has discussed with Bagell, Josephs,
Levine & Company, LLC the accounting firm’s independence. The audit
committee also considered whether non-audit services provided by
during
the last fiscal year were compatible with maintaining the accounting
firm’s independence.
|
|
2005
|
2006
|
|||||
Audit
Fees(1)
|
$
|
90,000
|
$
|
179,000
|
|||
Tax
fees(2)
|
10,000
|
21,000
|
|||||
All
other fees
|
|
||||||
|
|
|
|||||
Total
|
$
|
100,000
|
$
|
200,000
|
|
|
|
(1)
|
|
Audit
fees consist of fees for professional services rendered for the audit
of
the Company’s consolidated financial statements included in the Company’s
Annual Report on Form 10-K, including the audit of internal controls
required by Section 404 of the Sarbanes-Oxley Act of 2002, and the
review of financial statements included in the Company’s Quarterly Reports
on Form 10-Q, and for services that are normally provided by the
auditor
in connection with statutory and regulatory filings or
engagements.
|
|
|
|
(2)
|
|
Tax
fees were billed for tax compliance
services
|
|
•
|
|
Performance
against corporate, individual and organizational objectives for the
fiscal
year;
|
|
•
|
|
Importance
of particular skill sets and professional abilities to the achievement
of
long-term strategic goals; and
|
|
•
|
|
Contribution
as a leader, corporate representative and member of the senior management
team.
|
Salary
|
|
Stock
Awards
|
|
Option
Awards
|
|
Bonus
|
|
Nonqualified
Deferred Compensation Contributions
|
|
All
Other
|
|
Total
|
|
||||||||||||
Name
and Pricipal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
($)(3)
|
|
($)
|
|||||||||
Bradley
T. MacDonald
|
2006
|
$
|
225,000
|
-
|
-
|
-
|
$
|
100,000
|
$
|
6,600
|
$
|
331,600
|
|||||||||||||
Chief
Executive Officer, Chairman
|
|||||||||||||||||||||||||
Michael
S. McDevitt
|
2006
|
99,000
|
289,000
|
-
|
27,500
|
3,800
|
419,300
|
||||||||||||||||||
President,
Chief Financial Officer
|
|||||||||||||||||||||||||
Leo
Williams
|
2006
|
125,000
|
-
|
-
|
-
|
3,800
|
128,800
|
||||||||||||||||||
Executive
Vice President
|
|||||||||||||||||||||||||
Margaret
MacDonald
|
2006
|
81,000
|
237,000
|
-
|
4,000
|
2,400
|
324,400
|
||||||||||||||||||
Executive
VP of Operations
|
|||||||||||||||||||||||||
Brendan
N. Connors
|
2006
|
80,000
|
47,000
|
-
|
4,000
|
1,400
|
132,400
|
||||||||||||||||||
VP
of Finance
|
|
|
|
(1)
|
|
Amounts
are calculated based on provisions of SFAS, No 123R, “Share Based
Payments.” See note 1
of
the consolidated financial statements of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2006 regarding
assumptions underlying valuation of equity awards.
|
|
|
|
(2)
|
|
Bonus
amounts determined as more specifically discussed above under
“—Compensation Discussion and Analysis”
|
(3)
|
The
amounts represent the Company’s matching contributions under the 401(K)
plan.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
|
Number
of Securities Underlying Unexercised Options (#)
|
Option
Exercise
|
Option
Expiration
|
Number
Shares or Units of Stock That Have Not Vested
|
Market
Value of Shares or Units of Stock that have not
Vested
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
rights
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other rights That Have Not Vested
|
||||||||||||||||
Exercisable
|
Un-Exercisable
|
Price
($)
|
Date
|
Vested
(#) (1)
|
($)
(2)
|
(#)
|
($)
|
|||||||||||||||||
Bradley
T. MacDonald
|
-
|
100,000
|
$
|
6.25
|
2/8/2011
|
-
|
-
|
-
|
-
|
|||||||||||||||
Chief
Executive Officer, Chairman
|
||||||||||||||||||||||||
Michael
S. McDevitt
|
100,000
|
-
|
2.87
|
3/31/2010
|
226,666
|
2,849,191
|
-
|
-
|
||||||||||||||||
President,
Chief Financial Officer
|
||||||||||||||||||||||||
Leo
Williams
|
6,666
|
3,333
|
3.83
|
10/28/2010
|
-
|
-
|
-
|
-
|
||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||
Margaret
MacDonald
|
-
|
-
|
-
|
-
|
185,000
|
2,325,450
|
-
|
-
|
||||||||||||||||
Executive
VP of Operations
|
||||||||||||||||||||||||
Brendan
N. Connors
|
26,667
|
2.87
|
3/31/2010
|
37,000
|
465,090
|
-
|
-
|
|||||||||||||||||
VP
of Finance
|
(1)
|
The
restricted stock grants vest over five and six years of service as
described below under “Narrative
Disclosure to Summary Compensation Table and Grants of Plan-Based
Awards”
|
(2)
|
The
market value of shares of stock that have not vested is based on
the
closing price of our common stock on December 29, 2006, or $12.57
per
share.
|
Option
Awards
|
Stock
Awards
|
||||||||||||
Number
of
Shares
Acquired
on
Exercise
|
Value
Realized
on
Exercise
|
Number
of
Shares
Acquired
on
Vesting
|
Value
Realized
on
Vesting
|
||||||||||
Name
|
(#)
|
($)(1)
|
(#)
|
($)(2)
|
|||||||||
Bradley
T. MacDonald
|
26,667
|
$
|
172,002
|
-
|
-
|
||||||||
Chief
Executive Officer, Chairman
|
-
|
-
|
-
|
-
|
|||||||||
|
|||||||||||||
Michael
S. McDevitt
|
7,696
|
149,553
|
15,000
|
81,000
|
|||||||||
President,
Chief Financial Officer
|
-
|
-
|
33,333
|
208,331
|
|||||||||
Leo
Williams
|
-
|
-
|
-
|
-
|
|||||||||
Executive
Vice President
|
|||||||||||||
Margaret
MacDonald
|
16,667
|
126,669
|
15,000
|
81,000
|
|||||||||
Executive
VP of Operations
|
-
|
-
|
25,000
|
156,250
|
|||||||||
Brendan
N. Connors
|
10,176
|
183,473
|
3,000
|
16,200
|
|||||||||
VP
of Finance
|
-
|
-
|
5,000
|
31,250
|
Plan
category
|
Number
of
securities to be
issued
upon
exercise
of
outstanding
options, warrants
and
rights
|
Weighted
average exercise
price
of
outstanding
options,
warrants
and
rights
|
Number
of
securities
remaining available
for
future issuance
under
equity
compensation
plans
(excluding
securities
reflected
in
column (a))
|
|||||||
|
(a)
|
(b)
|
(c)
|
|||||||
Equity
compensation plans approved by security holders
|
524,079
(1
|
)
|
$
|
6.12
|
928,421
|
|||||
Equity
compensation plans not approved by security
holders
|
-
|
-
|
-
|
Executive
Contributions
in
Last FY
|
Company
Contributions
in
Last FY
|
Aggregate
Earnings
in
Last
FY
|
Aggregate
Withdrawals/
Distributions
|
Aggregate
Balance
at
Last
FYE
|
||||||||||||
($)
|
($)(1)
|
($)
|
($)
|
($)
|
||||||||||||
Bradley
T. MacDonald
|
$
|
100,000
|
$
|
80,120
|
-
|
$
|
933,921
|
|||||||||
Chairman,
Chief Executive Officer
|
||||||||||||||||
Michael
S. McDevitt
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
President,
Chief Financial Officer
|
||||||||||||||||
Leo
Williams
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Executive
Vice President
|
||||||||||||||||
Margaret
MacDonald
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Executive
VP of Operations
|
||||||||||||||||
Brendan
N. Connors
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
VP
of Finance
|
(1)
|
All
amounts are reported in compensation on the “2006 Summary Compensation
Table”
|
Severance
($)(1)
|
|
Bradley
T. MacDonald
|
$337,500
|
Michael
S. McDevitt
|
$148,500
|
Margaret
MacDonald
|
$121,500
|
Brendan
N. Connors
|
$120,000
|
Severance
($)(1)
|
|
Accelerated
Vesting
of
Stock
Awards
($)(2)
|
|
Total
|
||||||
Bradley
T. MacDonald
|
$
|
337,500
|
$
|
632,000
|
$
|
969,500
|
||||
Michael
S. McDevitt
|
148,500
|
2,849,192
|
2,997,692
|
|||||||
Margaret
MacDonald
|
121,500
|
2,325,450
|
2,446,950
|
|||||||
Brendan
N. Connors
|
120,000
|
465,090
|
585,090
|
(1) |
Based
on 2006 salary.
|
(2)
|
Accelerated
vesting of stock awards were based on NYSE close price of the
Common
Shares on
December 29, 2006 of $12.57 per share, and for option awards
the
difference between $12.57 and the exercise or base price of
the
award.
|
Name
and Address of
5%
Beneficial Owner
|
|
Shares
Beneficially
Owned (1)
|
|
Percent
of
Outstanding
Common Stock
|
|
Bjurman,
Barry & Associates (2)
10100
Santa Monica Blvd. Suite 1200
Los
Angeles, CA 90067
|
|
739,538
|
|
5.4
|
%
|
Name
of Beneficial Owner
|
Shares
Beneficially Owned (1)(3)
|
|
Shares
Acquirable Within 60 days (4)
|
|
Percent
of Outstanding Common Stock (%)
|
|||||
Bradley
T. MacDonald (5)
|
829,550
|
-
|
6.09
|
%
|
||||||
Michael
S. McDevitt
|
264,118
|
-
|
1.94
|
%
|
||||||
Margaret
MacDonald
|
139,900
|
-
|
1.03
|
%
|
||||||
Donald
F. Reilly
|
58,350
|
-
|
*
|
|||||||
Michael
C. MacDonald
|
56,119
|
-
|
*
|
|||||||
Brendan
N. Connors
|
51,509
|
-
|
*
|
|||||||
Mary
Travis
|
20,200
|
-
|
*
|
|||||||
Michael
J. McDevitt
|
17,400
|
-
|
*
|
|||||||
Joseph
D. Calderone
|
9,200
|
-
|
*
|
|||||||
Leo
Williams
|
8,436
|
-
|
*
|
|||||||
Charles
P. Connolly
|
6,575
|
-
|
*
|
|||||||
George
Lavin, Jr., Esq.
|
3,200
|
-
|
*
|
|||||||
Dennis
M. McCarthy, Esq.
|
1,575
|
-
|
*
|
|||||||
All
directors, nominees for directors and executive officers as a
group
|
1,466,132
|
10.76
|
%
|
|||||||
(13
persons)
|
*
|
less
than 1%.
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission. Under those rules and for purposes of the table
above
(a) if a person has decision making power over either the voting or
the disposition of any shares, that person is generally deemed to
be a
beneficial owner of those shares; (b) if two or more persons have
decision making power over either the voting or the disposition of
any
shares, they will be deemed to share beneficial ownership of those
shares,
in which case the same shares will be included in share ownership
totals
for each of those persons; and (c) if a person held options to
purchase shares that were exercisable on, or became exercisable within
60
days of, April 24, 2007, that person will be deemed to be the beneficial
owner of those shares and those shares (but not shares that are subject
to
options held by any other stockholder) will be deemed to be outstanding
for purposes of computing the percentage of the outstanding shares
that
are beneficially owned by that person. Information supplied by officers
and directors.
|
(2)
|
This
information is based on Schedule 13G filed with the SEC on December
27,
2006.
|
(3)
|
The
shares set forth as beneficially owned by our executive officers
and
directors do not include the following outstanding options because
they
are not exercisable within 60 days of April 24, 2007: Mr. Bradley T.
MacDonald (80,000); and Mr. Leo Williams (3,333);
|
(4)
|
Unless
otherwise noted, reflects the number of shares that could be purchased
by
exercise of options available at April 24, 2007, or within 60 days
thereafter under our stock option plans.
|
(5)
|
The
shares set forth as beneficially owned by Mr. Bradley T. MacDonald
include 396,402 shares owned by his wife Shirley MacDonald, and 46,447
shares owned by the MacDonald Family Trust. His daughter, Margaret
MacDonald, beneficially owns 139,900 shares which added to Bradley
T.
MacDonald’s 829,500 beneficially owned shares results in 969,450 shares
owned by the MacDonald family.
|
o FOR
All
nominees (except as marked to the contrary below)
|
o WITHHOLD
|
o FOR
All nominees (except as
marked to the contrary below)
|
o WITHHOLD
|
o FOR
|
o AGAINST
|
o ABSTAIN
|
o FOR
|
o AGAINST
|
o ABSTAIN
|
SIGNATURE
|
|
|
|
SIGNATURE
|