SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
x
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Solicitation
Material Pursuant to Rule 14a-11(c) or rule
14a-12
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AMERICA’S
SUPPLIERS, INC.
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(Name
of Registrant as Specified in its Charter)
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(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction
applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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4)
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Proposed
maximum aggregate value of
transaction:
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¨
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Fee
paid previously with preliminary
materials.
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¨
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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AMERICA’S
SUPPLIERS, INC.
7575
E. REDFIELD ROAD, SUITE 201
SCOTTSDALE,
AZ 85260
April
[ ], 2010
Dear
Fellow Stockholders:
You are
cordially invited to attend the 2010 Annual Meeting of Stockholders. Regardless
of whether you plan to attend, please take a moment to vote your proxy. The
Annual Meeting will be held as follows:
WHEN:
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Wednesday,
June 16, 2010, 9:00 a.m., Pacific Daylight Time
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WHERE:
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America’s
Suppliers, Inc. – Principal Offices 7575 E. Redfield Road, Suite 201,
Scottsdale Arizona 85260
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ITEMS
OF BUSINESS:
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·
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Election
of five directors for terms expiring at the Company’s next annual
stockholders’ meeting;
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·
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To
ratify the selection of Malone & Bailey, LLP as our independent
registered public accounting firm for the Company’s 2010 fiscal year;
and
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·
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Act
upon any other business that may properly come before the Annual Meeting
or any adjournments. thereof.
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RECORD
DATE:
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April
[ ], 2010
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VOTING
BY PROXY:
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Your
vote is important. You may vote by returning the proxy card in the
envelope
provided.
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The
Company’s Board of Directors believes that a favorable vote for each candidate
for a position on the Board of Directors and for all other matters described in
the attached Notice of Annual Meeting and Proxy Statement is in the best
interest of the Company and its stockholders and recommends a vote “FOR” all
candidates and all other matters. Accordingly, we urge you to review the
accompanying material carefully and to return the enclosed Proxy promptly. On
the following pages, we provide answers to frequently asked questions about the
Annual Meeting, as well as a copy of our 2009 Annual Report on Form
10-K.
Sincerely,
/s/ Peter
Engel
Peter
Engel
Chairman
and Chief Executive Officer
AMERICA’S
SUPPLIERS, INC.
7575
E. REDFIELD ROAD, SUITE 201
SCOTTSDALE,
AZ 85260
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD WEDNESDAY, JUNE 16, 2010
To our
Stockholders:
Notice is
hereby given that the 2010 Annual Meeting (the “Annual Meeting”) of stockholders
of America’s Suppliers, Inc. (the “Company”), a Delaware corporation, will be
held at our principal office at 7575 E. Redfield Road, Suite 201, Scottsdale,
Arizona 85260, on Wednesday, June 16, 2010 at 9:00 a.m. Pacific Daylight Time,
for the following purposes:
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To
elect five directors for terms expiring at the Company’s next annual
stockholders’ meeting;
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·
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To
ratify the selection of Malone & Bailey, LLP as our independent
registered public accounting firm for the fiscal year ending December 31,
2010; and
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·
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To
act upon any other business that may properly come before the Annual
Meeting or any adjournments
thereof.
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The Board
of Directors has fixed the close of business on April [ ], 2010, as
the record date for determining the stockholders entitled to notice of, and to
vote at, the Annual Meeting or any adjournments thereof.
For a
period of 10 days prior to the Annual Meeting, a stockholders list will be kept
at the Company’s office and shall be available for inspection by stockholders
during usual business hours. A stockholders list will also be available for
inspection at the Annual Meeting.
Your
attention is directed to the accompanying Proxy Statement for further
information regarding each proposal to be made.
STOCKHOLDERS
UNABLE TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE AND SIGN THE
ACCOMPANYING PROXY AND MAIL IT IN THE ENCLOSED STAMPED, SELF-ADDRESSED ENVELOPE
AS PROMPTLY AS POSSIBLE. IF YOU SIGN AND RETURN YOUR PROXY WITHOUT SPECIFYING
YOUR CHOICES IT WILL BE UNDERSTOOD THAT YOU WISH TO HAVE YOUR SHARES VOTED IN
ACCORDANCE WITH THE DIRECTORS’ RECOMMENDATIONS. IF YOU ATTEND THE ANNUAL
MEETING, YOU MAY, IF YOU DESIRE, REVOKE YOUR PROXY AND VOTE IN
PERSON.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING
TO BE HELD ON JUNE 16, 2010.
THIS PROXY STATEMENT AND THE ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDING DECEMBER 31, 2009 ARE AVAILABLE
AT www.americassuppliers.com.
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By
Order of the Board of Directors
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/s/
Peter Engel
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Peter
Engel, Chairman and
Chief Executive Officer
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AMERICA’S
SUPPLIERS, INC.
TABLE
OF CONTENTS
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Page
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NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
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QUESTIONS
AND ANSWERS ABOUT THE MEETING
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1
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PROPOSAL
1 — ELECTION OF DIRECTORS
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4
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Nominees
for Election of Directors
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4
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Director
Independence
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6
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Board
of Directors and Committees of the Board
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6
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Compensation
of Directors
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6
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Committee
Interlocks and Insider Participation
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6
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Process
for Stockholders to Send Communications to Our Board of
Directors
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6
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Recommendation
of the Board of Directors
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7
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PROPOSAL
2— RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
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8
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Fees
paid to Independent Auditors
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8
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Recommendation
of the Board of Directors
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8
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ADDITIONAL
INFORMATION
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9
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Security
Ownership of Certain Beneficial Owners and Management
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9
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Directors,
Executive Officers and Significant Employees
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10
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Director
Independence
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11
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Executive
Officers and Directors’ Service Contracts and Compensation
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12
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Section
16(a) Beneficial Ownership Reporting Compliance
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13
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Executive
Compensation
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14
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General
Information
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18
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Proxy
Solicitation
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18
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Proxies
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18
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Stockholder
Proposals For the 2011 Annual Meeting and General
Communications
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18
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Method
of Counting Votes
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19
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PROXY STATEMENT
AMERICA’S
SUPPLIERS, INC.
This
proxy statement is being furnished to our stockholders beginning on or about
April [ ], 2010, in connection with the solicitation of proxies by
the America’s Suppliers, Inc. Board of Directors to be used at our Annual
Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m. (Pacific
Time) on Wednesday, June 16, 2010 at our principal office at 7575 E. Redfield
Road, Suite 201, Scottsdale, Arizona 85260, and at all adjournments or
postponements of the Annual Meeting for the purposes listed in the preceding
Notice of Annual Meeting of Stockholders.
QUESTIONS
AND ANSWERS ABOUT THE MEETING
What
am I voting on?
Proposal 1: The election
of five directors for terms expiring at the next Annual Meeting;
and
Proposal 2: To
ratify the selection of Malone & Bailey, LLP as our independent registered
public accounting firm for the Company’s fiscal year ending December 31,
2010.
We are
not aware of any other matters that will be voted on. If a matter does properly
come before the Annual Meeting, the persons named as the proxy in the
accompanying form of proxy will vote the proxy at their discretion.
What
is the board’s voting recommendation?
Our board
of directors recommends a vote:
FOR each of the five nominated
directors; and
FOR the ratification of Malone
& Bailey, LLP as our independent registered public accounting firm for the
year ending December 31, 2010.
What
is the vote required for each proposal?
Proposal 1: The election
of the five nominated directors requires the affirmative vote of the plurality
of votes cast by the holders of our common stock present, or represented, at the
Annual Meeting, assuming quorum is present; and
Proposal 2: The ratification
of Malone & Bailey, LLP as our independent registered public accounting firm
for the year ending December 31, 2010, requires a majority of our common stock
present or represented at the Annual Meeting, assuming quorum is
present.
What
constitutes a quorum?
In order
to conduct our Annual Meeting, a majority of the voting power of the issued and
outstanding shares of common stock of the Company must be present in person or
represented by proxy. This is known as a “quorum.” Abstentions and shares held
in “street name” by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, referred to as broker non-votes, will count toward establishing a
quorum.
Who
may vote at the Annual Meeting?
The
record holders of our common stock and preferred stock on the close of business
as of April [ ], 2010 (the “Record Date”) are entitled to receive
notice of, to attend, and to vote at the Annual Meeting or any adjournments
thereof. Each outstanding share of our common stock is entitled to
one vote upon each matter presented. As of the Record Date, there
were 11,992,430 shares of the Company’s common stock issued and outstanding held
by [—] holders
of record. Each outstanding share of preferred stock is entitled to 1
vote upon each matter presented. As of the Record Date, there were no
shares of preferred stock issued and outstanding. A list of
stockholders of record entitled to vote will be available for inspection by any
record stockholder at our corporate headquarters at 7575 E. Redfield Road, Suite
201, Scottsdale, Arizona 85260 prior to and at our Annual Meeting.
What
is the difference between a shareholder of record and a beneficial owner of
shares held in street name?
Stockholder of Record. If
your shares are registered directly in your name with the Company’s transfer
agent, The Bank of New York Mellon (“BONY”), you are considered
the shareholder of record with respect to those shares, and this Notice was sent
directly to you by BONY and you received a proxy card along with this
notice.
Beneficial Owner of Shares Held in
Street Name. If your shares are held in an account at a brokerage firm,
bank, broker-dealer, or other similar organization, then you are the beneficial
owner of shares held in “street name,” and the Notice was forwarded to you by
that organization. The organization holding your account is considered the
shareholder of record for purposes of voting at the Annual Meeting. As a
beneficial owner, you have the right to instruct that organization on how to
vote the shares held in your account. This Notice was sent to you by your
brokerage firm, bank, broker-dealer, or other similar organization and you
received the vote instruction form of that brokerage firm, bank, broker-dealer,
or other similar organization.
How
do I vote?
There are
three ways to vote:
· By
completing and mailing the enclosed proxy card (applicable only to stockholders
of record);
· By
following the instructions on the vote instruction form (applicable only to
beneficial holders); or
· By
attending our Annual Meeting in person and submitting a written
ballot.
If you
are a beneficial owner and your broker holds your shares in its name, the broker
is permitted to vote your shares on the proposal to ratify Malone & Bailey,
LLP as the Company’s independent auditor even if the broker does not receive
voting instructions from you.
If your
shares are held in the name of a broker, bank or other holder of record, you are
not entitled to attend our Annual Meeting or vote in person at our Annual
Meeting unless you obtain a legal proxy from the broker, bank, trustee, or
nominee that holds your shares giving you the right to vote the
shares.
What
does it mean if I get more than one proxy?
It means
your shares are held in more than one account. Please vote all proxies to ensure
all your shares are counted.
Can
I change my vote or revoke my proxy?
You can
change your vote or revoke your proxy at any time prior to the closing of the
polls, by:
· Returning
a later-dated proxy card;
· Voting
in person at our Annual Meeting; or
· Notifying
our Secretary by written revocation letter.
Any
revocation should be filed at our corporate headquarters at 7575 E. Redfield
Road, Suite 201, Scottsdale, Arizona 85260.
Attendance
at our Annual Meeting will not in itself constitute revocation of a proxy. All
shares entitled to vote and represented by properly completed proxies timely
received and not revoked will be voted as you direct. If no direction is given,
the proxies will be voted as our board recommends.
Who
conducts the proxy solicitation?
Our board
of directors is soliciting these proxies. We will bear the cost of the
solicitation of proxies. Our regular employees may solicit proxies by mail, by
telephone, personally or by other communications, without compensation apart
from their normal salaries.
Who
will count the votes?
Our board
of directors will appoint one or more persons to serve as the inspector(s) of
elections to tabulate the votes cast by proxy or in person at the Annual
Meeting. The inspector(s) of elections will also determine whether or not a
quorum is present.
Do
I have any appraisal rights in connection with any matter to be acted
upon?
No. Our
stockholders do not have appraisal rights in connection with any matter to be
acted upon.
Who
can help answer my questions?
If you
have any questions about the Annual Meeting or the proposals to be voted on at
the Annual Meeting, or if you need additional copies of this proxy statement or
copies of any of our public filings referred to in this proxy statement, you
should contact Michael Moore, at (877) 837-9569. A copy of this proxy
statement and our annual report for the year ending December 31, 2009 may be
obtained online at www.americassuppliers.com. Our
public filings can also be accessed at the website of the Securities and
Exchange Commission (the “SEC”) at www.sec.gov.
PROPOSAL 1 — ELECTION OF
DIRECTORS
The
current term of office of all of our directors expires at the next Annual
Meeting. Our board of
directors has proposed the election of the following individuals for a one-year
term expiring at the next Annual Meeting of Stockholders or until their
respective successors have been duly elected and qualified: Peter Engel,
Christopher Baker, Lawrence Schafran, Vincent Pino and Justiniano
Gomes. Directors will be elected by the plurality of votes cast by
the holders of our common stock present, or represented, at the Annual Meeting,
as long as a quorum is present.
Each
nominee has consented to being nominated and to serve if elected. In the
unlikely event any nominee becomes unable to serve for any reason, the proxies
will be voted for a substitute nominee selected by our board of
directors.
NOMINEES
FOR ELECTION OF DIRECTORS
The
following information is furnished with respect to each nominee. There are no
family relationships between or among any of our directors or executive
officers.
Name
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Age
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Director
Since
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Position
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Peter
Engel
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75
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2008
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Chairman,
Chief Executive Officer
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Christopher
Baker
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57
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2008
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Director
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Lawrence
Schafran
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71
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2008
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Director
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Vincent
Pino
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61
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1998
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Director
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Justiniano
Gomes
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31
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2010
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Director
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Peter Engel – President, Chief
Executive Officer and Chairman of the Board of Directors. On June 23,
2008, Peter Engel was appointed Chief Executive Officer and Chairman of the
Board of Directors of America’s Suppliers. Mr. Engel, has served as the
Chairman and Chief Executive Officer of DollarDays since February 2007. From
2003 through 2006, Mr. Engel was President of Affinity Publishing, a book
packaging company. From 1998 to 2000 he was the president of the
audio book division of NewStar Media, Inc. (formerly a Nasdaq
company). From 1992 to 1998 he was the president and CEO of Affinity
Communications Corp., a West Coast publishing and book concept developer whose
books were published by many major publishers, including Crown, Harper Collins,
Little Brown, McGraw Hill, Penguin, Pocket, Putnam, Random House, Regnery, St.
Martins Press, Simon & Schuster and Viking. In 1980, Mr. Engel founded and
became the president and CEO of The American Consulting Corporation (“ACC”), a
marketing services firm. ACC’s clients included Campbell Soup, Carter-Wallace,
Coors, Citicorp, Clorox, Dunkin’ Donuts, Frito-Lay, Gillette, Johnson and
Johnson, Kraft, Mattel, Nestle, Nike, Ocean Spray, PepsiCo, Quaker, and Seagram
as well as over forty other companies. Mr. Engel took ACC public in 1987 and
sold it in 1988. From 1971 to 1980, Mr. Engel was a Group Vice President at
Colgate Palmolive. Mr. Engel is a former Associate Professor at the
University of Southern California entrepreneurial program. Under his own name,
he is the author of three novels, five business books and several gift books. In
addition, he has ghost-written a number of books on alternative health and other
issues. He holds a Bachelors of Commerce from McGill University in Montreal, and
has completed the course work, but not the dissertation, for a PhD in history at
New York’s Columbia University.
Christopher Baker – Director. Mr.
Baker served as Chairman of DollarDays from October 2001 to March 2007 and was
appointed to the Board of Directors of America’s Suppliers in June,
2008. From 2003 through the present date, Mr. Baker has served as
managing partner of C.P. Baker & Company. Mr. Baker founded C.P.
Baker & Company in 1990 after working as a derivatives sales trader for
companies such as Donaldson, Lufkin and Jenrette and Goldman Sachs. At C.P.
Baker & Company, Christopher Baker started, built and invested in companies
spanning a wide range of industries, including nutrition, wholesale e-commerce,
retail, marketing, education, consumer health and
entertainment. Christopher Baker is an employee and registered
representative of C.P. Baker Securities, Inc., a registered broker-dealer and
FINRA member. Mr.
Baker received a Bachelor of Arts from Tufts University in 1974 and received his
Masters in Business Administration from Harvard Business School in
1978.
Lawrence Schafran –
Director. Mr. Schafran was appointed a Director and Chairman of the
Company’s Audit Committee in July 2008. Mr. Schafran has extensive experience in
the financial markets, complex litigation and corporate governance, and is a
member of the Board of Directors of other publicly-traded companies. Since July
2003, Mr. Schafran has served as a Managing Director of Providence Capital,
Inc., a private New York City based investment firm, specializing in small-cap
mining and oil/gas exploration firms. From 1999 through 2002, Mr. Schafran
served as Trustee, Chairman/Interim-CEO/President and Co- Liquidating Trustee of
the Special Liquidating Trust of Banyan Strategic Realty Trust. He also
currently serves as a Director of SulphCo, Inc. (ASE: SUF), New Frontier Energy,
Inc. (OBB: NFEI.OB), RemoteMDx, Inc. (OBB: REDX.OB), Tarragon Corporation (PNK:
TARRQ.PK), Nat’l Patent Development Corp. (OBB: NPDV.OB)) and Taurex Resources,
plc (AIM: CDL.LN). Mr. Schafran received a Bachelor of Arts in Finance and a
Masters in Business Administration from the University of
Wisconsin.
Vincent Pino – Director. Mr.
Pino was appointed a director of Insignia in October 1998. Mr. Pino is an
advisor to and investor in Acropolis Apparel, a privately-held clothing company.
In 2003 he co-founded Center Pointe Sleep Associates, LLC, a privately held
developer and operator of independent diagnostic sleep labs, and served as its
Chairman until its sale. From February 1998 until his retirement in November
2000, he served as President of Alliance Imaging, a provider of diagnostic
imaging and therapeutic services. Mr. Pino began his association with Alliance
in 1988 as Chief Financial Officer. From 1991 through 1993, Mr. Pino held the
position of Executive Vice President and Chief Financial Officer. Mr. Pino
served in various executive capacities including Assistant Treasurer, Corporate
Controller, Vice-President of Strategic Development and Executive Vice-President
of the Pertoleum Services Division from 1974 to 1986 with Petrolane, Inc., a
diversified world-wide provider of LP-gas distribution, petroleum services to
the oil and gas industry and consumer products. Mr. Pino received an MBA and a
B.S. degree in finance from the University of Southern California in 1972 and
1970, respectively.
Justiniano Gomes –
Director. Justiniano Gomes is currently controller at Amorim
Holding Financeira, a Portuguese investment company. He joined the Amorim Group
of companies in October 2008. From January 2003 through September 2008, Mr.
Gomes worked at Sociedade Portuguesa de Inovacão, as Chief Financial Manager. In
this role, Mr. Gomes provided consultancy, training and research and development
regarding budgetary control, consolidation and assessment of representative
officials. Since January 2006, Mr. Gomes has been an accounting manager
responsible for accounting and budgetary control for Debaixo D'Olho, Serviços
Culturais, Lda, a company primarily dedicated to photography and web design
services. Since January 2006, Mr. Gomes has been an accounting manager
responsible for accounting and budgetary control for Accive Insurance - Maia, an
insurance company. Since January 2006, Mr. Gomes has been a partner accounting
manager responsible for strategic development and accounting budgetary controls
for BlueStains, Concepão e Comercialização de Artigos Temáticos, Lda, a company
that develops innovative concepts for cultural products, such as t-shirts. From
January 2005 until December 2008, Mr. Gomes worked as an accounting manager
responsible for accounting budgetary control for Cores Livres, Obras de Arte e
Molduras, Unipessoal, Lda. From January 2004 until December 2005, Mr. Gomes
worked as an accounting manager responsible for accounting budgetary control for
Rial & Ponte, Lda. Mr. Gomes received a Master of Science, specializing in
Finance, in 2009, and a degree in Economics in 2002 from University of
Porto.
None of
our directors has been, during the past ten years:
(i)
involved in any bankruptcy petition filed by or against such person or any
business of which such person was a general partner or executive officer, either
at the time of the bankruptcy or within two years prior to that
time;
(ii)
convicted of any criminal proceeding or subject to a pending criminal proceeding
(excluding traffic violations and other minor offences);
(iii)
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoined, barred, suspended or otherwise limited from involvement in any type of
business, securities, futures, commodities or banking activities;
(iv)
found by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated;
(v) found
by a court of competent jurisdiction in a civil action or by the Commission to
have violated any Federal or State securities law, and the judgment in such
civil action or finding by the Commission has not been subsequently reverse,
suspended, or vacated;
(vii)
subject of, or a party to, any Federal or State judicial or administrative
order, judgment, decree, or finding, not subsequently reversed, suspended or
vacated, related to an alleged violation of securities or commodities law or
regulation; any law or regulation respecting financial institutions or insurance
companies; or any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
(viii)
the subject of, or a party to, any sanction or order, not subsequently reversed,
suspended or vacated, of any self-regulatory any registered entity of the
Commodity Exchange Act or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.
Board
Leadership Structure
Our
Company is led by Peter Engel, who has served as Chairman of our Board of
Directors and Chief Executive Officer since 2008. We believe that having Mr.
Engel act in both these roles is most appropriate for the Company at this time
because it provides the Company with consistent and efficient leadership, both
with respect to the Company’s operations and the leadership of the Board. In
particular, having Mr. Engel act in both these roles increases the timeliness
and effectiveness of the Board’s deliberations, increases the Board’s visibility
into the day-to-day operations of the Company, and ensures the consistent
implementation of the Company’s strategies.
Board’s
Role in Risk Oversight
The Board
as a whole has responsibility for risk oversight. The oversight responsibility
of the Board and its audit and compensation committees is enabled by management
reporting processes that are designed to provide visibility to the Board about
the identification, assessment and management of critical risks. These areas of
focus include strategic, operational, financial reporting, succession,
compensation, compliance, and other risks. The audit committee is tasked with
oversight of financial and reporting and compliance risks and the compensation
committee is tasked with oversight of compensation risks, while the Board as a
whole oversees all other risks.
Nominations
of Directors
The Board
does not have a standing nominating committee. When necessary, the Board as a
whole performs functions equivalent to that of a nominating committee. In that
capacity, the Board has no charter. For this reason the Board, (1) has no policy
with regard to the nomination of candidates recommended by security holders; (2)
has developed no specific minimum qualifications that it believes must be met by
a Board-recommended nominee for a position on the Board; (3) has developed no
specific qualities or skills that it believes are necessary for a member of the
Board to possess; (4) has no specific process for identifying and evaluating
nominees for director and (5) does not have a policy with regard to the
consideration of diversity in identifying director nominees.
The Board
of Directors believe the attributes, leadership skills and other experiences of
its board members described in the table below, provide the Company with a
diverse range of perspectives and judgment necessary to guide the Company’s
strategies and monitor their execution.
Peter
Engel
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•
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Business
leadership and operational experience as our Chief Executive Officer and
Chairman since 2008.
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•
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Extensive
business experience in various executive and board level
roles.
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Christopher
Baker
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•
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Large
shareholder with a significant investment in the
Company.
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•
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Extensive
business experience with business development and
growth.
|
Lawrence
Schafran
|
•
|
Holds
Board positions with several other publicly traded
companies.
|
|
•
|
Particular
expertise with financial and audit
functions.
|
Vincent
Pino
|
•
|
Previous
history on the Company’s Board of
Directors.
|
|
•
|
Knowledge
of past and current business
strategies.
|
Justiniano
Gomes
|
•
|
Representative
of a large shareholder with a significant investment in the
Company.
|
|
•
|
Signficant
accounting and financial expertise.
|
RECOMMENDATION
OF THE BOARD OF DIRECTORS
Our board
of directors recommends that you vote “FOR” all the director
nominees.
PROPOSAL 2 — RATIFICATION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit
Committee has selected Malone & Bailey, LLP, an independent registered
public accounting firm, to audit our financial statements for our fiscal year
ending December 31, 2010. Malone & Bailey, LLP audited our financial
statements for the fiscal years ended December 31, 2009 and 2008. Although
stockholder approval of the selection of Malone & Bailey, LLP is not
required by law, our board of directors believes it is advisable to give
stockholders the opportunity to ratify this selection. [We expect
representatives of Malone & Bailey, LLP will be present at the Annual
Meeting, with the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions from stockholders.] In the event
of a negative vote on this proposal by the stockholders, the Audit Committee may
consider whether it is appropriate, either for this fiscal year or in the
future, to consider the selection of other independent registered public
accounting firms.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS
Effective
September 12, 2008, we dismissed Burr, Pilger & Mayer LLP (“BPM”) as our
independent registered public accounting firm and appointed Malone & Bailey,
P.C. (“Malone & Bailey”) as our new independent registered public accounting
firm for the fiscal year ended December 31, 2007. Our board of directors
approved the dismissal of BPM and the appointment of Malone & Bailey as the
Company’s new independent registered public accounting firm.
BPM has
not performed any audit related services regarding the Company’s financial
statements since June 1, 2007 relating to the consolidated financial statements
for fiscal year ended December 31, 2006. BPM’s reports on the consolidated
financial statements of the Company for the fiscal years ended December 31, 2006
and 2005 included an explanatory paragraph regarding substantial doubt about the
Company’s ability to continue as a going concern.
Through
June 1, 2007, there were been no disagreements with BPM (as defined in Item
304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to BPM’s satisfaction, would have caused BPM to
make reference thereto in their reports on the Company’s financial statements
for such years ended.
FEES
PAID TO INDEPENDENT AUDITORS
The
following table shows the fees paid or accrued by us for the audit and other
services provided by Malone & Bailey, LLP for fiscal years 2009 and
2008.
|
|
2009
|
|
|
2008
|
|
Audit
fees
|
|
$ |
151,076 |
|
|
$ |
123,536 |
|
Audit-related
fees
|
|
|
- |
|
|
|
96,268 |
|
Tax
fees
|
|
|
- |
|
|
|
- |
|
All
other fees
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
151,076 |
|
|
$ |
219,804 |
|
During
fiscal year 2009 and 2008, the Audit Committee pre-approved all engagements and
fees for services the principal registered accountant provided.
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The board
of directors recommends that you vote “FOR” the ratification of the selection of
Malone & Bailey, LLP as our independent registered public accounting firm,
and proxies solicited by the board will be voted in favor thereof unless a
stockholder has indicated otherwise on the proxy.
ADDITIONAL
INFORMATION
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information with respect to the beneficial
ownership of the Company's shares of Common Stock, as of March 31, 2010
for:
•
|
each
person or entity who the Company knows beneficially owns more than 5% of
the Company's Shares;
|
•
|
each
of the Company's Directors;
|
•
|
each
of the Company's Executive Officers;
and
|
•
|
all
of the Company's Executive Officers and Directors as a
group.
|
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes voting or investment power with respect to any
securities. In the table below, the number of shares listed for each person or
entity includes shares underlying options held by the person or entity, but
excludes shares underlying options held by any other person or entity. In
addition, in the table below, each person's or entity's options that are
exercisable within 60 days of the date hereof is disclosed. Percentage of
beneficial ownership is based on 11,992,430 shares of common stock outstanding
as of April __, 2010.
To the
Company's knowledge, except as indicated by footnotes and subject to applicable
community property laws in the United States, each person named in the table
below has sole voting and investment power with respect to the shares set forth
opposite such person's name. Unless otherwise indicated, the address of the
Company's officers and directors is c/o: America’s Suppliers, Inc., 7575 E.
Redfield Road, Suite 201, Scottsdale, AZ 85260, USA.
|
|
Common Stock
|
|
|
|
Beneficially Owned
|
|
|
|
Number of
|
|
|
Percentage
|
|
Name of Beneficial Owner
|
|
Shares
|
|
|
of Shares
|
|
Anasazi
L.P. II
|
|
|
1,155,215 |
|
|
|
8.9 |
% |
Anasazi
L.P. III (1)
|
|
|
805,304 |
|
|
|
6.2 |
% |
DD-B
Holdings (2)
|
|
|
103,150 |
|
|
|
0.8 |
% |
Christopher
Baker, Director (3)
|
|
|
5,406,608 |
|
|
|
41.4 |
% |
Amorim
Holdings
|
|
|
1,405,690 |
|
|
|
10.9 |
% |
Peter
Engel, Chief Executive Officer, Director (4)
|
|
|
1,208,861 |
|
|
|
8.7 |
% |
Vincent
Pino (5)
|
|
|
26,900 |
|
|
|
0.2 |
% |
Justiniano
Gomes, Director (6)
|
|
|
0 |
|
|
|
0.0 |
% |
Filipe
Sobral (7)
|
|
|
16,000 |
|
|
|
0.1 |
% |
Larry
Schafran
|
|
|
16,000 |
|
|
|
0.1 |
% |
Marc
Joseph, President - DollarDays (8)
|
|
|
221,812 |
|
|
|
1.7 |
% |
Michael
Moore, Chief Financial Officer, - DollarDays (9)
|
|
|
22,926 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
All
directors and officers as a group (7 persons)
|
|
|
6,860,206 |
|
|
|
52.1 |
% |
|
|
|
|
|
|
|
|
|
(1)
Includes 16,699 options currently exercisable or exercisable within 60
days.
(2)
Includes 14,519 options currently exercisable or exercisable within 60
days.
(3)
Includes: (1) 120,506 options currently exercisable or exercisable within
60 days; (2) 1,155,215 shares held by Anasazi L.P. II, to which Mr. Baker is the
managing member of and has the sole power to vote and dispose of such shares;
(3) 788,605 shares of Anasazi L.P. III, of which Mr. Baker is the managing
member of and has the sole power to vote and dispose of such shares; (4) 36,788
shares of C.P. Baker & Company Ltd., to which Mr. Baker is the managing
member and holds a 99% voting interests; and (5) 88,631 shares of DD-B Holdings,
of which Mr. Baker is the managing member of and has the sole power to vote and
dispose of such shares.
(4)
Includes 855,145 warrants currently exercisable.
(5)
Includes 8,600 options currently exercisable.
(6) Mr.
Gomes became a member of our board of directors on January 11,
2010.
(7) Mr.
Sobral resigned as a director on December 16, 2009.
(8)
Includes 10,406 options currently exercisable or exercisable within 60
days.
(9)
includes 1,109 options currently exercisable or exercisable within 60
days.
Directors
and Executive Officers
As of
April _, 2010, the executive officers and directors of America’s Suppliers were
as follows:
Name
|
|
Age
|
|
Positions and Offices
with America’s Suppliers
|
Peter
Engel
|
|
75
|
|
Chief
Executive Officer,
Chairman
of the Board
|
Christopher
Baker
|
|
57
|
|
Director
|
Lawrence
Schafran
|
|
71
|
|
Director
|
Vincent
Pino
|
|
61
|
|
Director
|
Justiniano
Gomes
|
|
31
|
|
Director
|
Marc
Joseph
|
|
57
|
|
President-
DollarDays
|
Michael
Moore
|
|
57
|
|
Chief
Financial Officer-
DollarDays
|
Peter Engel – President, Chief
Executive Officer and Chairman of the Board of Directors. On June 23,
2008, Peter Engel was appointed Chief Executive Officer and Chairman of the
Board of Directors of America’s Suppliers. Mr. Engel, has served as the
Chairman and Chief Executive Officer of DollarDays since February 2007. From
2003 through 2006, Mr. Engel was President of Affinity Publishing, a book
packaging company. From 1998 to 2000 he was the president of the
audio book division of NewStar Media, Inc. (formerly a Nasdaq
company). From 1992 to 1998 he was the president and CEO of Affinity
Communications Corp., a West Coast publishing and book concept developer whose
books were published by many major publishers, including Crown, Harper Collins,
Little Brown, McGraw Hill, Penguin, Pocket, Putnam, Random House, Regnery, St.
Martins Press, Simon & Schuster and Viking. In 1980, Mr. Engel founded and
became the president and CEO of The American Consulting Corporation (“ACC”), a
marketing services firm. ACC’s clients included Campbell Soup, Carter-Wallace,
Coors, Citicorp, Clorox, Dunkin’ Donuts, Frito-Lay, Gillette, Johnson and
Johnson, Kraft, Mattel, Nestle, Nike, Ocean Spray, PepsiCo, Quaker, and Seagram
as well as over forty other companies. Mr. Engel took ACC public in 1987 and
sold it in 1988. From 1971 to 1980, Mr. Engel was a Group Vice President at
Colgate Palmolive. Mr. Engel is a former Associate Professor at the
University of Southern California entrepreneurial program. Under his own name,
he is the author of three novels, five business books and several gift books. In
addition, he has ghost-written a number of books on alternative health and other
issues. He holds a Bachelors of Commerce from McGill University in Montreal, and
has completed the course work, but not the dissertation, for a PhD in history at
New York’s Columbia University.
Christopher Baker – Director. Mr.
Baker served as Chairman of DollarDays from October 2001 to March 2007 and was
appointed to the Board of Directors of America’s Suppliers in June,
2008. From 2003 through the present date, Mr. Baker has served as
managing partner of C.P. Baker & Company. Mr. Baker founded C.P.
Baker & Company in 1990 after working as a derivatives sales trader for
companies such as Donaldson, Lufkin and Jenrette and Goldman Sachs. At C.P.
Baker & Company, Christopher Baker started, built and invested in companies
spanning a wide range of industries, including nutrition, wholesale e-commerce,
retail, marketing, education, consumer health and
entertainment. Christopher Baker is an employee and registered
representative of C.P. Baker Securities, Inc., a registered broker-dealer and
FINRA member. Mr. Baker received a Bachelor of Arts from Tufts University in
1974 and received his Masters in Business Administration from Harvard Business
School in 1978.
Lawrence Schafran – Director.
Mr. Schafran was appointed a Director and Chairman of the Company’s Audit
Committee in July 2008. Mr. Schafran has extensive experience in the financial
markets, complex litigation and corporate governance, and is a member of the
Board of Directors of other publicly-traded companies. Since July 2003, Mr.
Schafran has served as a Managing Director of Providence Capital, Inc., a
private New York City based investment firm, specializing in small-cap mining
and oil/gas exploration firms. From 1999 through 2002, Mr. Schafran served as
Trustee, Chairman/Interim-CEO/President and Co- Liquidating Trustee of the
Special Liquidating Trust of Banyan Strategic Realty Trust. He also currently
serves as a Director of SulphCo, Inc. (ASE: SUF), New Frontier Energy, Inc.
(OBB: NFEI.OB), RemoteMDx, Inc. (OBB: REDX.OB), Tarragon Corporation (PNK:
TARRQ.PK), Nat’l Patent Development Corp. (OBB: NPDV.OB)) and Taurex Resources,
plc (AIM: CDL.LN). Mr. Schafran received a Bachelor of Arts in Finance and a
Masters in Business Administration from the University of
Wisconsin.
Vincent Pino – Director. Mr.
Pino was appointed a director of Insignia in October 1998. Mr. Pino is an
advisor to and investor in Acropolis Apparel, a privately-held clothing company.
In 2003 he co-founded Center Pointe Sleep Associates, LLC, a privately held
developer and operator of independent diagnostic sleep labs, and served as its
Chairman until its sale. From February 1998 until his retirement in November
2000, he served as President of Alliance Imaging, a provider of diagnostic
imaging and therapeutic services. Mr. Pino began his association with Alliance
in 1988 as Chief Financial Officer. From 1991 through 1993, Mr. Pino held the
position of Executive Vice President and Chief Financial Officer. Mr. Pino
served in various executive capacities including Assistant Treasurer, Corporate
Controller, Vice-President of Strategic Development and Executive Vice-President
of the Pertoleum Services Division from 1974 to 1986 with Petrolane, Inc., a
diversified world-wide provider of LP-gas distribution, petroleum services to
the oil and gas industry and consumer products. Mr. Pino received an MBA and a
B.S. degree in finance from the University of Southern California in 1972 and
1970, respectively.
Justiniano Gomes –
Director. Justiniano Gomes is currently controller at Amorim
Holding Financeira, a Portuguese investment company. He joined the Amorim Group
of companies in October 2008. From January 2003 through September 2008, Mr.
Gomes worked at Sociedade Portuguesa de Inovacão as Chief Financial Manager. In
this role, Mr. Gomes provided consultancy, training and research and development
regarding budgetary control, consolidation and assessment of representative
officials. Since January 2006, Mr. Gomes has been an accounting manager
responsible for accounting and budgetary control for Debaixo D'Olho, Serviços
Culturais, Lda, a company primarily dedicated to photography and web design
services. Since January 2006, Mr. Gomes has been an accounting manager
responsible for accounting and budgetary control for Accive Insurance - Maia, an
insurance company. Since January 2006, Mr. Gomes has been a partner accounting
manager responsible for strategic development and accounting budgetary controls
for BlueStains, Concepão e Comercialização de Artigos Temáticos, Lda, a company
that develops innovative concepts for cultural products, such as t-shirts. From
January 2005 until December 2008, Mr. Gomes worked as an accounting manager
responsible for accounting budgetary control for Cores Livres, Obras de Arte e
Molduras, Unipessoal, Lda. From January 2004 until December 2005, Mr. Gomes
worked as an accounting manager responsible for accounting budgetary control for
Rial & Ponte, Lda. Mr. Gomes received a Master of Science, specializing in
Finance, in 2009, and a degree in Economics in 2002 from University of
Porto.
Director
Independence
Although
the Company’s securities are listed on the Over-the-Counter Bulletin Board and
we are therefore not required to have a majority of independent directors, we
apply the NYSE AMEX standard for independent directors to determine which, if
any, of our directors are independent pursuant to such
definition. The NYSE AMEX defines an independent director generally
as a person other than an officer or employee of the company or its subsidiaries
or any other individual having a relationship, which, in the opinion of the
company’s board of directors would interfere with the director’s exercise of
independent judgment in carrying out the responsibilities of a
director.
The
Company has determined that Mr. Pino and Mr. Schafran are independent directors
as defined under the NYSE AMEX Rule 803.
The Board
has appointed members to a standing Audit Committee and Compensation Committee.
The members of the committees are identified in the following
table.
Director
|
|
Audit
|
|
Compensation
|
Christopher
Baker
|
|
|
|
Chair
|
Peter
Engel
|
|
|
|
|
Vincent
Pino
|
|
|
|
X
|
Lawrence
Schafran
|
|
Chair
|
|
X
|
Justiniano
Gomes
|
|
X
|
|
X
|
Significant
Employees of DollarDays
Marc Joseph — President and
Chief Operating Officer. Marc Joseph has been President of DollarDays
since inception in 1999. From 1997 to 2002, Mr. Joseph founded and
built Rebs Corporation into an 11 store chain of hair salons, which he
ultimately sold. Prior to Rebs Corporation, Mr. Joseph held several
progressive executive positions in retailing and discount
merchandising. He holds a degree in Business Administration from
Miami University.
Michael Moore — Chief
Financial Officer. Mr. Moore joined DollarDays in March 2007 as
Controller and was promoted to Chief Financial Officer in late
2007. From 1999 to 2007, he was employed by the Safeway
Corporation, holding several positions in finance and operations, most recently
as Controller of Safeway’s Arizona ice cream facility. Prior to
joining Safeway, Mr. Moore served as CFO of Vita Bran, a privately held pet food
manufacturer. Mr. Moore holds a Bachelor of Science degree in
Business with an emphasis in Accounting in 1983 from the University of the
Pacific.
Executive Officers and Directors'
Service Contracts and Compensation
The
Company does not have any employment contracts or other agreements with its
executive officers or directors. However, the Company pays certain
fees to its non-employee Directors. The Company currently pays its
non-employee directors the following compensation:
Base Annual Board Service
Fee: Each director is paid $20,000 annually.
•
|
Excess
In-Person Board Meeting Fee: Each director is
paid $1,000 for in-person attendance at each in-person Board meeting and
$500 for telephonic meetings or telephonic attendance at in-person Board
meetings.
|
Base Audit Committee Service
Fee: Each member of the Audit Committees receives $5,000
annually.
Compensation Committee Annual
Fee: Each member of the Nominating and Compensation Committees is paid
$5,000 annually.
•
|
Expenses: Each director
receives expense reimbursement for reasonable travel for in-person board
and committee meeting attendance.
|
•
|
Restricted
Shares: Each director received a grant of 80,000
restricted shares vesting on certain terms over four
years.
|
Compensation
Committee Report
The
Compensation Committee has the primary responsibility for the approval and
implementation of the compensation program for the Company’s executive officers
and key employees. In assessing the compensation plans for executive officers
and key employees, the Compensation Committee considers total compensation
opportunities, both short- and long-term, while at the same time focusing on the
Company’s short- and long-term objectives. The Compensation Committee discussed
and has recommended approval of the Company’s current compensation program,
which generally consists of base salary, potential cash bonus and equity awards.
The current Compensation Committee is comprised of Mr. Baker, Mr. Pino, Mr.
Schafran and Mr. Gomes.
Compensation
Committee and Insider Participation
In 2009,
Mr. Baker, Mr. Pino, Mr. Schafran and Mr. Sobral served on the Compensation
Committee. Mr. Sobral served on the Compensation Committee until his resignation
from the Board of Directors. Mr. Baker, Mr. Schafran and Mr. Sobral were
appointed to the Compensation Committee following their appointment to the Board
of Directors.
The
Company has established an Audit Committee and is charged with assisting and
representing the Board of Directors in fulfilling its oversight responsibilities
with respect to the integrity of the financial statements of the Company. The
Audit Committee’s current members are Mr. Schafran and Mr. Gomes. The Company
has determined that Mr. Schafran qualifies as the “audit committee financial
expert.”
The
Company has adopted a code of ethics that applies to all officers and employees,
including its principal executive officer, principal financial officer and
controller. This code of ethics is filed as Exhibit 14.0 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2003
filed with the Securities and Exchange Commission.
Certain
Relationships and Related Party Transactions
None.
Legal
Proceedings
From time
to time, we may receive claims of and become subject to consumer protection,
employment, intellectual property and other commercial litigation related to the
conduct of our business. Also, we may receive related inquiries from
state and federal agencies which might relate to our business practices, or the
activity of our customers or suppliers. Such regulatory matters and
commercial litigation could be costly and time consuming and could divert our
management and key personnel from our business operations. The
uncertainty of litigation increases these risks. In connection with
such litigation or regulatory inquiries, we may be subject to significant
damages or equitable remedies or fines relating to the operation of our business
and the sale of products on our website. Any such litigation may
materially harm our business, prospects, results of operations, financial
condition or cash flow. We are not aware of any outstanding
litigation or any pending or threatened litigation that would be expected to
have a material adverse effect on our financial condition or results of
operations.
These and
other types of claims could result in increased costs of doing business through
legal expenses, adverse judgments, settlements or require us to change our
business practices.
Additional
litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets or to determine the validity and scope of
the proprietary rights of others. Any litigation, regardless of
outcome or merit, could result in substantial costs and diversion of management
and technical resources, any of which could materially harm our
business.
Limitation
of Liability and Indemnification of Directors and Officers
Our
certificate of incorporation provides that the personal liability of our
directors shall be limited to the fullest extent permitted by the provisions of
Section 102(b)(7) of the General Corporation Law of the State of Delaware, or
the DGCL. Section 102(b)(7) of the DGCL generally provides that no director
shall be liable personally to us or our stockholders for monetary damages for
breach of fiduciary duty as a director, provided that our certificate of
incorporation does not eliminate the liability of a director for (i) any breach
of the director's duty of loyalty to us or our stockholders; (ii) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) acts or omissions in respect of certain unlawful
dividend payments or stock redemptions or repurchases; or (iv) any transaction
from which such director derives improper personal benefit. The effect of this
provision is to eliminate our rights and the rights of our stockholders through
stockholders' derivative suits on our behalf, to recover monetary damages
against a director for breach of her or his fiduciary duty of care as a director
including breaches resulting from negligent or grossly negligent behavior except
in the situations described in clauses (i) through (iv) above. The limitations
summarized above, however, do not affect our or our stockholders' ability to
seek non-monetary remedies, such as an injunction or rescission, against a
director for breach of her or his fiduciary duty.
In
addition, our certificate of incorporation and bylaws provide that we shall, to
the fullest extent permitted by Section 145 of the DGCL, indemnify all directors
and officers who we may indemnify pursuant to Section 145 of the DGCL. Section
145 of the DGCL permits a company to indemnify an officer or director who was or
is a party or is threatened to be made a party to any proceeding because of his
or her position, if the officer or director acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
such company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. We have entered
into indemnification agreements with our directors and officers consistent with
indemnification to the fullest extent permitted under the DGCL.
We
maintain a directors' and officers' liability insurance policy covering certain
liabilities that may be incurred by our directors and officers in connection
with the performance of their duties. The entire premium for such insurance is
paid by us.
Insofar
as indemnification for liabilities arising under the Securities Act, our
directors and officers, and persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
directors and officers, and person who own more than 10% of the Company's shares
to file initial reports of ownership and reports of changes in ownership with
the SEC. Such persons are required by the SEC regulation to furnish
the Company with copies of all Section 16(a) forms that they
file. The Company is currently delinquent in the filings of Forms 3,
4 and 5 for all executive officers and directors for the fiscal year ended
December 31, 2009.
Compensation
The
following table shows information regarding the compensation earned during the
fiscal years ended December 31, 2009 and 2008 by the Board and the Company's
executive officers.
2009
and 2008 Compensation and Equity Awards
2009
AND 2008 SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
All Other
|
|
|
|
|
|
|
Name
|
|
Year
|
|
and Fees
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards (1)
|
|
|
Compensation
|
|
|
Compensation
|
|
|
|
|
Total
|
|
Peter
Engel, Director and CEO
|
|
2009
|
|
$ |
155,000 |
|
|
$ |
20,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
12,404 |
|
|
|
|
$ |
187,404 |
|
|
|
2008
|
|
|
122,308 |
|
|
|
62,500 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
115,445 |
|
(2)
|
|
|
|
300,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc
Joseph, President - DollarDays
|
|
2009
|
|
|
150,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,404 |
|
|
|
|
|
177,404 |
|
|
|
2008
|
|
|
136,464 |
|
|
|
50,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
186,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Moore, CFO - DollarDays
|
|
2009
|
|
|
110,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,880 |
|
|
|
|
|
121,880 |
|
|
|
2008
|
|
|
98,819 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
118,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
McMillan, CEO, President
|
|
2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
&
Director (3) (4)
|
|
2008
|
|
|
9,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
34,500 |
|
(6)
|
|
|
|
43,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George
Monk, CFO (5)
|
|
2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
2008
|
|
|
120,000 |
|
|
|
488,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
57,667 |
|
|
|
|
|
665,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vincent
Pino, Director (7)
|
|
2009
|
|
|
25,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,880 |
|
|
|
|
|
26,880 |
|
|
|
2008
|
|
|
30,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
125,500 |
|
(6)
|
|
|
|
155,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas
Bearsted, Director (3)
|
|
2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
2008
|
|
|
18,500 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
18,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
Baker, Director
|
|
2009
|
|
|
25,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,880 |
|
|
|
|
|
26,880 |
|
|
|
2008
|
|
|
14,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
14,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Filipe
Sobral, Director (8)
|
|
2009
|
|
|
30,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
30,000 |
|
|
|
2008
|
|
|
16,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
16,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry
Schafran, Director (9)
|
|
2009
|
|
|
30,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,880 |
|
|
|
|
|
31,880 |
|
|
|
2008
|
|
|
16,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
16,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Justiniano
Gomes, Director (11)
|
|
2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
2008
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugo
Dominos, Director (10)
|
|
2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
2008
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
(1)
Effective January 1, 2006, we adopted the fair value recognition provisions
of SFAS No. 123(R), “ Share-Based Payments ”
(SFAS No. 123(R)), requiring us to recognize expense related to the
fair value of our stock-based compensation awards. Stock-based compensation
expense for all stock-based compensation awards granted subsequent to
December 31, 2005 is based on the grant-date fair value estimated in
accordance with the provisions of SFAS No. 123(R). The amounts in this
column reflect the dollar amount recognized for financial statement reporting
purposes for the fiscal years ended December 31, 2009 and 2008 in
accordance with SFAS 123(R). Assumptions used in the calculation of these
amounts are included in the footnotes to our audited financial statements for
the fiscal years ended December 31, 2009 and 2008, included in the
Company's Annual Report on Form 10-K filed March 23, 2010.
(2)
Represents the amount recognized for financial statement reporting purposes in
accordance with SFAS No. 123(R) for warrants issued during the
year.
(3)
Resigned as a director effective June 23, 2008
(4)
Resigned as CEO and President effective April 4, 2007
(5)
Resigned as CFO effective June 30, 2008
(6)
Represents amounts paid in connection with reverse merger with
DollarDays
(7)
Represents amounts paid as a director.
(8)
Resigned as a director effective December 16, 2009
(9)
Represents amounts paid as a director.
(10)
Resigned as a director effective January 11, 2010
(11)
Became a director January 11, 2010.
Narrative
Disclosure to Summary Compensation Table
Salaries
in the above compensation table represent annual salaries established internally
for executive officers. Bonuses are paid on a discretionary
basis. There are no employment agreements or other arrangements,
either written or unwritten, that provide for the payment of any amounts upon
termination. Stock options and restricted stock awards provide for
immediate vesting upon a change in control.
Outstanding
equity awards
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
|
OPTION AWARDS
|
|
STOCK AWARDS
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(1)
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
|
Peter
Engel (2)
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
$
|
|
|
|
|
|
422,254
|
|
|
|
15,835
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc
Joseph (2)
|
|
|
10,406
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
2.30
|
|
1/27/2011
|
|
|
422,254
|
|
|
|
15,835
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Moore (2)
|
|
|
1,109
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
2.30
|
|
1/27/2011
|
|
|
64,000
|
|
|
|
9,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
Baker (2)
|
|
|
14,519
|
|
|
|
|
|
|
|
-
|
|
|
$
|
1.70
|
|
5/15/2012
|
|
|
64,000
|
|
|
|
9,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,180
|
|
|
|
|
|
|
|
|
|
|
|
1.70
|
|
6/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,644
|
|
|
|
|
|
|
|
|
|
|
|
1.70
|
|
7/31/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,644
|
|
|
|
|
|
|
|
|
|
|
|
1.70
|
|
9/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,519
|
|
|
|
|
|
|
|
|
|
|
|
1.70
|
|
5/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Vincent
Pino (2)
|
|
|
500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
58.13
|
|
1/14/2011
|
|
|
64,000
|
|
|
|
9,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
20.00
|
|
10/13/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
13.40
|
|
1/22/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
3.71
|
|
1/25/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
3.71
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
26.80
|
|
1/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
7.50
|
|
2/8/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
Schafran (2)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,000
|
|
|
|
9,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Filipe
Sobral (2)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,000
|
|
|
|
9,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugo
Domingos
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Justiniano
Gomes
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Based on a closing
stock price of $0.15 on April 9,
2010
|
|
(2)
|
Vesting
Schedule for Shares not vested
|
20% of
shares granted vest on or after February 28, 2010 if price per share equals or
exceeds $0.60 and trading volume is at least 5,000 shares per day for 25 of 30
consecutive days in a trading period.
30% of
shares granted vest on or after February 28, 2011 if price per share equals or
exceeds $1.00 and trading volume is at least 5,000 shares per day for 25 of 30
consecutive days in a trading period.
30% of
shares granted vest on or after February 28, 2012 if price per share equals or
exceeds $1.50 and trading volume is at least 5,000 shares per day for 25 of 30
consecutive days in a trading period.
The
Compensation Committee shall have the discretion and right to vest any tranche
of restricted stock grants at any time regardless of the requirements listed in
the vesting schedule.
Stock
Option Plan Narrative Disclosure
As of
December 31, 2009, we had an aggregate of 2,000,000 shares of Common Stock
available for issuance under our stock plans. The following is a description of
our plans.
2009
Long Term Incentive Compensation Plan, or the 2009 Plan
The 2009
Plan was adopted by our board of directors and our stockholders in 2009.
As of December 31, 2009, no options have been issued under this
plan.
Share
Reserve. Under the 2009 Plan, we have initially reserved for
issuance an aggregate of 2,000,000 shares.
Administration. The
Board has established a compensation committee that, among other duties, will
administer the Incentive Plan. The compensation committee is composed of four
members of the Board, a majority of whom will be "non-employee directors" within
the meaning of Rule 16b-3(b)(3) of the Securities Exchange Act of 1934, as
amended. Members of the Company's compensation committee will serve at the
pleasure of the Board.
Eligibility. Awards
under the 2009 Plan may be granted to any of our employees, directors or
consultants or those of our affiliates.
Options. With
respect to non-statutory stock options intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code and incentive
stock options, the exercise price must be at least equal to the fair market
value of our Common Stock on the date of grant. In addition, the
exercise price for any incentive stock option granted to any employee owning
more than 10% of our Common Stock may not be less than 110% of the fair market
value of our Common Stock on the date of grant. The term of any stock
option may not exceed ten years, except that with respect to any participant who
owns 10% or more of the voting power of all classes of our outstanding capital
stock, the term for incentive stock options must not exceed five
years.
Stock Awards. The
administrator may determine the number of shares to be granted and impose
whatever conditions to vesting it determines to be appropriate, including
performance criteria. The criteria may be based on financial
performance, personal performance evaluations and/or completion of service by
the participant. The administrator will determine the level of
achievement of performance criteria. Unless the administrator
determines otherwise, shares that do not vest typically will be subject to
forfeiture or to our right of repurchase, which we may exercise upon the
voluntary or involuntary termination of the participant's service with us for
any reason, including death or disability.
Amendment and
Termination. The board of directors has the authority to
amend, alter or discontinue the 2009 Plan, subject to the approval of the
stockholders, but no amendment will impair the rights of any award, unless
mutually agreed to between the participant and the
administrator.
Loans
There are
no outstanding loans granted by America’s Suppliers, Inc. to any of its
executive officers or directors, nor are there any guarantees provided by
America’s Suppliers, Inc. for the benefit of its executive officers or
directors.
GENERAL
INFORMATION
Our 2009
Annual Report on Form 10-K, containing audited financial statements, but without
exhibits, accompanies this proxy statement. The 2009 Annual Report and this
proxy statement may be downloaded via the internet at www.sec.gov. The Form
10-K, as filed with the SEC, including exhibits, is available through the
website maintained by the Commission at www.sec.gov. Stockholders may also
obtain a copy of our Form 10-K, without charge, upon written request
to:
AMERICA’S
SUPPLIERS, INC.
Attn:
Peter Engel
7575 E.
Redfield Road, Suite 201
Scottsdale,
Arizona, 85260
As of the
date of this proxy statement, our board of directors knows of no business which
will be presented for consideration at the Annual Meeting other than the matters
stated in the accompanying Notice of Annual Meeting of Stockholders and
described in this proxy statement. If, however, any matter incident to the
conduct of the meeting or other business properly comes before the meeting, the
persons acting under the proxies intend to vote with respect to those matters or
other business in accordance with their best judgment, and the proxy includes
discretionary authority to do so.
[A
representative from Malone & Bailey, LLP, our independent auditors for the
current fiscal year, is expected to be present at the Annual Meeting and will
have the opportunity to make a statement if desired. The representative is
expected to be available to respond to questions.]
PROXY
SOLICITATION
All costs
of solicitation of proxies will be borne by the Company. In addition
to solicitation by mail, the Company's officers and regular employees may
solicit proxies personally or by telephone. The Company does not
intend to utilize a paid solicitation agent.
PROXIES
A
shareholder may revoke his, her or its proxy at any time prior to its use by
giving written notice to the Secretary of the Company, by executing a revised
proxy at a later date or by attending the Annual Meeting and voting in
person. Proxies in the form enclosed, unless previously revoked, will
be voted at the Annual Meeting in accordance with the specifications made
thereon or, in the absence of such specifications in accordance with the
recommendations of the Board.
STOCKHOLDER
PROPOSALS FOR THE 2011 ANNUAL MEETING AND GENERAL COMMUNICATIONS
Any
stockholder proposals intended to be presented at the Company’s 2011 Annual
Meeting of Stockholders must be received by the Company at its office in
Scottsdale, Arizona on or before January 1, 2011 in order to be considered for
inclusion in the Company’s proxy statement and proxy relating to such
meeting. The Company has received no stockholder nominations or
proposals for the 2010 Annual Meeting.
Shareholders
wishing to communicate with the Board may direct such communications to the
Board of Directors c/o America’s Suppliers, Inc., Attn: Peter Engel, at the
Company’s headquarters at 7575 E. Redfield Road, Suite 201, Scottsdale, Arizona,
85260. Mr. Engel will present a summary of all shareholder
communications to the Board of Directors at subsequent Board
meetings. The directors will have the opportunity to review the
actual communications at their discretion.
METHOD
OF COUNTING VOTES
Unless a
contrary choice is indicated, all duly executed proxies will be voted in
accordance with the instructions set forth on the proxy card. A broker non-vote
occurs when a broker holding shares registered in street name is permitted to
vote, in the broker’s discretion, on routine matters without receiving
instructions from the client, but is not permitted to vote without instructions
on non-routine matters, and the broker returns a proxy card with no vote (the
“non-vote”) on the non-routine matter. Under the rules and regulations of the
primary trading markets applicable to most brokers, both the election of
directors and the ratification of the appointment of auditors are routine
matters on which a broker has the discretion to vote if instructions are not
received from the client in a timely manner. Abstentions will be counted as
present for purposes of determining a quorum but will not be counted for or
against the election of directors or the ratification of independent auditors.
As to Item 1, the Proxy confers authority to vote for all of the three persons
listed as candidates for a position on the Board of Directors even though the
block in Item 1 is not marked unless the names of one or more candidates are
lined out. The Proxy will be voted “For” Items 1, and 2 unless “Against” or
“Abstain” is indicated. If any other business is presented at the meeting, the
Proxy shall be voted in accordance with the recommendations of the Board of
Directors.
BY ORDER
OF THE BOARD OF DIRECTORS
Peter
Engel
Chief
Executive Officer
April __,
2010