future_def14a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant √
Filed by a Party other than the
Registrant
Check the
appropriate box:
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Preliminary
proxy statement.
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Confidential,
for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
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Definitive
Proxy Statement.
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Definitive
Additional Materials.
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Soliciting
Material Pursuant to §240.14a-12.
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FUTUREFUEL
CORP.
(Name of
Registrant as Specified in its Charter)
N/A
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
√
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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Title
of each class of securities to which transaction
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Aggregate
number of securities to which transaction applies:
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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):
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Proposed
maximum aggregate value of transaction:
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Total
fee paid:
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Fee
paid previously with preliminary materials. |
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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
number, or the form or schedule and the date of its filing. |
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Party:
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Date
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8235
Forsyth Blvd. - 4th
Floor
Clayton,
Missouri 63105
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON JUNE 24, 2008
TO
THE SHAREHOLDERS AND WARRANT HOLDERS OF FUTUREFUEL CORP.
Notice is hereby given that the annual
meeting of shareholders of FutureFuel Corp. (the “Company”)
will be held on Tuesday, June 24, 2008 at 8235 Forsyth, 4th Floor,
Clayton, Missouri 63105 at 10:00 a.m. local time, for the following
purposes:
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(1)
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to
elect four directors: Lee E. Mikles, Edwin A. Levy, Thomas R. Evans and
Donald C. Bedell;
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(2)
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to
cancel the admission of the Company’s stock and warrants to AIM, a market
operated by of the London Stock Exchange plc (“AIM”), on
July 13, 2008;
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(3)
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to
ratify the appointment of RubinBrown LLP as the Company’s independent
auditors for the years ending December 31, 2007 and 2008;
and
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(4)
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to
transact such other business as may properly come before the
meeting.
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The record date for the determination
of holders of the Company’s common stock and warrants entitled to notice of and
to vote at the annual meeting of shareholders is May 15,
2008. Only shareholders and warrant holders of record at the close of
business on the record date will be entitled to vote at the annual meeting or
any adjournment thereof. It is important that your shares and
warrants be represented at this meeting to help ensure the presence of a
quorum.
Warrant holders are only entitled to
vote for or against our proposal to cancel the admission of the Company’s
warrants to AIM. Shareholders are only entitled to vote upon:
(i) the election of directors; (ii) cancellation of the admission of
the Company’s stock to AIM; (iii) ratification of the appointment of
RubinBrown LLP; and (iv) such other business as may properly come before
the meeting.
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By
Order of the Board of Directors,
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Douglas
D. Hommert, Corporate Secretary
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PLEASE
SIGN AND RETURN THE APPLICABLE ENCLOSED PROXY CARD(S) AS PROMPTLY AS POSSIBLE,
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT. YOU MAY WITHDRAW YOUR
PROXY AT ANY TIME PRIOR TO THE MEETING, OR AT THE MEETING.
8235
FORSYTH BLVD., 4TH
FLOOR
CLAYTON,
MISSOURI 63105
PROXY
STATEMENT
This
Proxy Statement contains information relating to the 2008 Annual Meeting of
Shareholders of FutureFuel Corp. (the “Company”,
“we”,
“us”
or “our”). Through
this mailing, our board of directors (the “Board”) is
soliciting proxies for the Annual Meeting. Our Annual Report for the
year ended December 31, 2007 is also enclosed with this Proxy Statement, as
are proxy cards. These documents provide important information about
our business, including audited financial statements, and are first being mailed
to shareholders and warrant holders on or about May __, 2008.
Date,
Time and Place of the Annual Meeting.
The
Annual Meeting will be held at 8235 Forsyth Blvd., 4th Floor,
Clayton, Missouri 63105 on Tuesday, the 24th day of
June, 2008 at 10:00 a.m., local time, subject to adjournments or
postponements.
We
encourage you to vote your shares and warrants by proxy even if you plan to
attend the Annual Meeting. If you do attend the Annual Meeting, you
will be asked to present valid photo identification, such as a driver’s license
or passport. If you hold your stock or warrants in an account at a
brokerage firm or bank (in nominee name), you will need to bring a copy of an
account statement reflecting such ownership on or after the May 15, 2008
record date for the meeting.
Proposals
to be Voted Upon.
At the
Annual Meeting, the following proposals (as described in greater detail below)
will be voted upon by our shareholders:
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·
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The
election of Donald C. Bedell and Edwin A. Levy as Class A directors
of the Company for terms expiring at the 2010 Annual Meeting of
shareholders and the election of Lee E. Mikles and Thomas R. Evans as
Class B directors of the Company for terms expiring at the 2011
Annual Meeting of shareholder;
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The
cancellation of the admission of our common stock to AIM, a market
operated by the London Stock Exchange plc (“AIM”), expected
to be on July 13, 2008; and
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The
ratification of the appointment of RubinBrown LLP as our independent
auditors for the years ending December 31, 2007 and
2008.
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At the
Annual Meeting, the following proposal will be voted upon by our warrant
holders:
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The
cancellation of the admission of our warrants to AIM expected to be
on July 13, 2008.
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Our Board
recommends that you vote to approve these proposals.
Voting
at the Annual Meeting.
Proxies
and Voting.
Shares of
our common stock represented by properly executed proxies will, unless the
proxies have been properly revoked, be voted in accordance with the instructions
indicated on the proxies or, if no instructions are indicated, will be voted FOR
the resolutions to: (i) elect each of Donald C. Bedell and Edwin A. Levy as
a Class A director of the Company and each of Lee E. Mikles and Thomas R.
Evans as a Class B director of the Company; (ii) cancel
the
admission
of the Company’s stock to AIM expected to be on July 13, 2008;
and (iii) approve the appointment of RubinBrown LLP as our independent
auditors for 2007 and 2008. You can vote for approval of a particular
resolution by marking the [color] shareholder proxy card enclosed herewith with
an “X” in the box under “FOR” for such resolution. If you do not wish
to vote “FOR” the election of Mr. Bedell, Mr. Levy, Mr. Mikles and/or Mr. Evans,
you can mark the [color] shareholder proxy card with an “X” in the box under
“WITHHOLD” for Item 1 on the card next to their respective names, and you
can vote against approval of any of the other proposals by marking the [color]
shareholder proxy card with an “X” in the box under “AGAINST” for such
proposal. Abstentions (other than with respect to the election of
directors) may be specified with respect to any of the resolutions by properly
marking with an “X” in the box under “ABSTAIN” on the [color] shareholder proxy
card, and will be counted as present for the purpose of determining the
existence of a shareholder quorum.
Warrants
to purchase our common stock represented by properly executed proxies will,
unless the proxies have been properly revoked, be voted in accordance with the
instructions indicated on the proxies or, if no instructions are indicated, will
be voted FOR the resolution to cancel the admission of the Company’s warrants to
AIM expected to be on July 13, 2008. You can vote for
approval of this resolution by marking the [color] warrant holder proxy card
enclosed herewith with an “X” in the box under “FOR” for such
resolution. You can vote against approval of this resolution by
marking the [color] warrant holder proxy card with an “X” in the box under
“AGAINST” for such proposal. Abstention may be specified with respect
to the resolution by properly marking with an “X” in the box under “ABSTAIN” on
the [color] warrant holder proxy card, and will be counted as present for the
purpose of determining the existence of a warrant holder quorum.
If you
own shares or warrants in “street name” in an account at a bank or brokerage
firm, we generally cannot mail our proxy materials directly to
you. You may instead receive a voting instruction form with this
Proxy Statement that you should use to instruct how your shares or warrants, as
applicable, are to be voted, and you should also vote your shares and/or
warrants, as applicable, by completing, signing and returning the voting
instruction form in the envelope provided. Many brokerage firms have
arranged for internet or telephonic voting of shares and warrants and provide
instructions for using those services on the voting instruction
form. If your shares or warrants are held by a brokerage firm, the
brokerage firm may under certain circumstances vote your shares or warrants, as
applicable. Such entities may have authority to vote their customers’
shares on certain routine matters, including the election of
directors. When a firm votes its customers’ shares on routine
matters, those shares are also counted for the purpose of establishing a quorum
to conduct business at the meeting. A brokerage firm cannot vote its
customers’ shares on non-routine matters without instructions from the
customers. Accordingly, those shares are not counted as votes against
a non-routine matter, but rather are not counted at all for such a
matter.
Record
Date; Quorum.
Our Board
has fixed the close of business on May 15, 2008 as the record date for the
determination of our shareholders and warrant holders entitled to receive notice
of, and to vote at, the Annual Meeting. Accordingly, only holders of
record of shares of our common stock or warrants at the close of business on the
record date are entitled to notice of the Annual Meeting and to attend and vote
at the Annual Meeting. On the record date, there were 26,700,000
shares of our common stock outstanding with ___ record holders thereof, and
there were 22,500,000 warrants outstanding with ___ record holders
thereof. Each share of our common stock issued and outstanding on the
record date is entitled to one vote on any proposal at the Annual Meeting other
than cancellation of admission of our warrants to AIM, for which shareholders
have no right to vote. Each warrant issued and outstanding on the
record date is entitled to one vote solely on the proposal to cancel the
admission of our warrants to AIM.
The
presence, in person or by proxy, of shareholders owning shares of our common
stock representing a majority of the votes entitled to be cast by shareholders
at the Annual Meeting will constitute a quorum for the transaction of business
at the Annual Meeting for which shareholders have the right to vote, and the
presence, in person or by proxy, of warrant holders owning warrants representing
a majority of the votes entitled to be cast by warrant holders at the Annual
Meeting will constitute a quorum for the transaction of business at the Annual
Meeting for which warrant holders have the right to
vote. Shareholders and warrant holders who deliver valid proxies or
vote in person at the Annual Meeting will be considered part of the respective
quorums. Once a share or warrant is represented for any purpose at
the Annual Meeting, it is deemed present for quorum purposes for the remainder
of the Annual Meeting and for any adjourned meeting. We will count
abstentions as present and entitled to vote for purposes of determining the
applicable quorum.
Classes
of Voting Stock.
We only
have one class of voting stock outstanding, and that is our common
stock. There currently are outstanding 26,700,000 shares of our
common stock. Each share of common stock is entitled to one vote on
each proposal. We also have outstanding 22,500,000 warrants entitling
the holders thereof to acquire, in the aggregate, one share of our common
stock. Our warrants normally do not carry voting
rights. However, AIM Rule 41 requires the consent of 75% of the
votes cast at the Annual Meeting to approve the cancellation of the admission of
our warrants to AIM. The 75% test is as to each class of securities listed
on AIM. Thus, warrant holders have the right to vote at the Annual
Meeting solely for purposes of canceling the admission of our warrants to
AIM.
Required
Vote.
In
accordance with Delaware law and our bylaws, our directors will be elected at
the Annual Meeting by a plurality of the votes cast by
shareholders. “Plurality” means that the nominees receiving the
largest number of votes cast are elected as directors up to the maximum number
of directors to be elected at the meeting. In accordance with
Rule 41 of AIM, cancellation of the admission of our shares of common stock
to AIM requires the approval of 75% of the votes cast by shareholders (in their
capacity as such) at the Annual Meeting. Any other matter on which
shareholders vote at the Annual Meeting will be determined by the affirmative
vote of a majority of the votes cast.
In
accordance with Rule 41 of AIM, cancellation of the admission of our
warrants to AIM requires the approval of 75% of the votes cast by warrant
holders (in their capacity as such) at the Annual Meeting.
If any
other matters are properly presented for consideration at the Annual Meeting,
the persons named as attorneys-in-fact on the enclosed [color] shareholder proxy
card and acting thereunder will have discretion to vote on those matters
according to their best judgment to the same extent as the person delivering the
proxy would be entitled to vote.
Revocability
of Proxy.
Execution
and return of a proxy card will not in any way affect a shareholder’s or warrant
holder’s right to attend and to vote in person at the Annual
Meeting. Any proxy may be revoked by the shareholder or warrant
holder, as applicable, giving it, at any time prior to its being voted, by:
(i) filing a notice of revocation with our corporate secretary, Douglas D.
Hommert, at 8235 Forsyth Blvd., 4th Floor,
Clayton, Missouri 63105; (ii) executing and delivering a duly executed
proxy bearing a later date; or (iii) attending the Annual Meeting and
voting in person. A notice of revocation need not be on any specific
form. Attendance at the Annual Meeting will not by itself constitute
revocation of a proxy.
Dissenters
Rights of Appraisal.
There are
no rights of appraisal or similar rights of dissenters with respect to any
matter to be acted upon at the Annual Meeting.
Persons
Making the Solicitation.
The
solicitation in this Proxy Statement is being made by us. We will
solicit proxies by mail or by telephone, and our directors, officers and
employees also may solicit proxies, without additional compensation, on our
behalf. We will not be using any specially engaged employees or paid
solicitors. All expenses incurred in this solicitation will be paid
by us. Banks, brokerage houses and other institutions, nominees and
fiduciaries will be requested to forward the proxy materials to beneficial
owners and to obtain authorization for the execution of proxies.
None of
our directors has informed us in writing that he intends to oppose any action
intended to be taken by us at the Annual Meeting.
Interest
of Certain Persons in Matters to be Acted Upon.
None of
our directors, executive officers, the nominees for director or any of their
associates has any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon at the Annual
Meeting.
PROPOSAL ONE - ELECTION OF
DIRECTORS
Our Board
has nominated four persons for election to the Board at the Annual Meeting:
Donald C. Bedell and Edwin A. Levy as Class A directors and Lee E. Mikles
and Thomas R. Evans as Class B directors. Under our certificate
of incorporation, our directors are divided into three classes, which serve for
staggered three-year terms. Douglas D. Hommert and William Doré were
our original Class A directors. They were reelected as our
Class A directors at our 2007 Annual Meeting, with terms ending in
2010. However, Mr. Doré resigned in 2007 and he was not
replaced. Mr. Hommert resigned in January 2008 and the Board
subsequently elected Donald C. Bedell as a Class A director to replace him,
with a term to end in 2008. The Board has nominated Mr. Bedell as a
Class A director. Edwin A. Levy was originally elected as a
Class B director with a term to end in 2008. Our certificate of
incorporation requires our classes of directors to be as nearly equal as
possible. Therefore, the Board has nominated Mr. Levy as a Class A
director instead of a Class B director. These nominees have
agreed, if elected, to serve as a Class A member of the Board and, if
elected at the Annual Meeting, will serve for a two-year term expiring in
2010.
Mr.
Mikles and Mr. Evans were originally elected as Class B directors, with a
term to end in 2008. The Board has nominated Mr. Mikles and Mr. Evans
as a Class B director. These nominees have agreed, if elected,
to serve as a Class B member of the Board and, if elected at the Annual
Meeting, will serve for a three-year term expiring in 2011.
The
persons named as attorneys-in-fact in the accompanying [color] shareholder proxy
card are expected to vote to elect the nominees listed above as director, unless
authority to so vote is withheld. Although the Board expects that the
nominees will be available for election, in the event a vacancy in the slate of
nominees occurs, it is intended that shares of our common stock represented by
proxies will be voted for the election of a substitute nominee selected by the
persons named as attorneys-in-fact in the accompanying [color] shareholder proxy
card. Holders of our common stock do not have cumulative voting
rights in the election of directors.
The name
of the nominees for election and the other continuing members of our Board, and
certain other information with respect to such persons are set forth
below.
Nominees
For Election as a Class A Director
For
the Two-Year Term Expiring in 2010
Name,
Age and Positions with the Company
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Director
of
the
Company
Since
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Edwin
A. Levy, 71. Mr. Levy has been a member of our Board since
November 2005.
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2005
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Donald
C. Bedell, 67. Mr. Bedell has been a member of our Board since
March 17, 2008.
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2008
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Nominees
For Election as a Class B Director
For
the Three-Year Term Expiring in 2011
Name,
Age and Positions with the Company
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Director
of
the
Company
Since
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Lee
E. Mikles, 52. Mr. Mikles has been our chief executive officer
and a member of our Board since inception. In addition, he
served as our principal financial officer before our acquisition of
FutureFuel Chemical Company and thereafter through January 31,
2008.
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2005
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Thomas
R. Evans, 53. Mr. Evans has been a member of our Board since
May 2006.
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2006
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Continuing
Class C Directors With Terms Expiring in 2009
Name,
Age and Positions with the Company
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Director
of
the
Company
Since
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Paul
A. Novelly, 64. Mr. Novelly has been our chairman of the board
since our incorporation in August 2005.
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2005
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Richard
L. Knowlton, 75. Mr. Knowlton s been a member of our Board
since January 2007.
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2007
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Paul
G. Lorenzini, 68. Mr. Lorenzini has been a member of our Board
since January 2007. On April 21, 2008, he became our chief
operating officer.
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2007
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THE
BOARD RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR”
THE NOMINEES NAMED ABOVE.
PROPOSAL TWO - CANCELLATION
OF ADMISSION OF OUR COMMON STOCK AND WARRANTS TO AIM
In
connection with the July 12, 2006 offering of our units (consisting of one
share of our common stock and one warrant to purchase one share of our common
stock), we applied for our shares and warrants to be admitted to trading on
AIM. At the time, we had been in existence for less than one year and
could not satisfy many of the listing requirements of the larger U.S. or foreign
exchanges and automated dealer quotation systems. Unlike certain
other U.S. and foreign exchanges, the AIM Rules for Companies (“AIM Rules”) does not require
companies to maintain a minimum number of publicly traded shares outstanding at
any given time, nor does it require companies to maintain a minimum market
capitalization. We sought admission to the public market during the
early stages of our development by listing shares of our common stock and out
warrants on AIM.
Our
shares of common stock and our warrants to acquire shares of our common stock
were admitted to trading on AIM on July 12, 2006. Such shares
and warrants currently are admitted to AIM under the symbols “FFU” and
“FFUW”, respectively. In connection with our offering, we agreed to
use our reasonable commercial efforts to maintain our listing on AIM until at
least July 12, 2008. We also agreed to use reasonable commercial
efforts promptly upon effectiveness of our Form 10 Registration Statement
to list our shares of common stock on the American Stock Exchange, the New York
Stock Exchange, NASDAQ or a similarly recognized trading platform in the United
States. Our Form 10 Registration Statement became effective on
June 23, 2007. For the reasons set forth below, the Board is
recommending that the admission of our shares of common stock and warrants to
AIM be canceled on July 13, 2008.
Trading
on AIM Has Been Limited.
Since our
shares and warrants were admitted to AIM, trading therein has been very
limited. Based upon information available to us, since our initial
admission to AIM, there have been a total of 18 transactions on AIM in which an
aggregate 520,838 of our shares have traded (28,935 shares on
average). However, 455,000 of these shares were traded by KBC Peel
Hunt Ltd (“KBC”), our
nominated advisor and broker on AIM and our co-placement agent with respect to
our initial offering, on the day following our initial
offering. Excluding that transaction, there were only 17 transactions
in which 65,838 of our shares have traded (3,873 shares on
average). Since our initial offering, there have been 8 transactions
on AIM trading 503,650 of our warrants (62,956 warrants on
average). Again, 455,000 of these warrants were traded by KBC on the
day following our initial offering. Excluding that trade, there have
been 7 transactions trading 48,650 warrants (6,950 warrants on
average). As these numbers indicate, an effective market has not been
created on AIM for the trading of our shares or warrants.
Trading
in the United States.
Although
our shares are not currently listed or quoted on any exchange in the United
States, CRT Capital Group, LLC (“CRT”) (a
co-placement agent with respect to our initial offering) has effected numerous
trades of our shares and warrants since our initial offering. We have
been informed by CRT that, through April 15, 2008, they have effected 94
transactions in which 12,877,200 of our shares have traded (136,991 on average)
and 100 transactions in
which
11,811,040 of our warrants have traded (118,110 on average). Because
CRT does not trade on an established market, its trading activity, and the
prices at which our shares of common stock and warrants trade, are generally
unknown to other holders of our shares of common stock and
warrants.
Listing
on a Recognized Trading Platform in the United States.
The
following table sets forth the minimum shareholder requirement for companies
wishing to list on the American Stock Exchange, the New York Stock Exchange or
NASDAQ.
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New
York
Stock
Exchange
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American
Stock
Exchange
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NASDAQ
Global
Market
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NASDAQ
Capital
Market
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Initial
listing requirements
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500
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400
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400
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300
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Continued
listing requirements
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-
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300
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400
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300
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We have
approximately 100 shareholders and do not currently meet the listing
requirements of any of these exchanges. Thus, even though our
Form 10 Registration Statement became effective in 2007, we cannot list on
these exchanges notwithstanding that we agreed to use reasonable commercial
efforts promptly upon effectiveness of our Form 10 Registration Statement
to list our shares of common stock on the American Stock Exchange, the New York
Stock Exchange, NASDAQ or a similarly recognized trading platform in the United
States.
Associated
Costs.
The
annual cost of maintaining our listing on AIM is approximately
$100,000. In addition, our auditors are required to review our
financial statements from both a United States Securities and Exchange
Commission (“SEC”)
perspective and AIM perspective, and we must make filings on both AIM and with
the SEC on material matters, financial statements and the like. These
duplicative efforts require additional time of our management and
employees.
Ability
to Trade in the United States.
Under
U.S. securities laws at the time of our offering, shares of our common stock and
warrants that were sold or acquired on July 12, 2006 could not be re-sold
until they had been held for two years, unless registered with the SEC or unless
an exemption from registration was available. The relevant U.S.
securities laws have subsequently been revised to reduce the holding period to
six months, effective February 15, 2008. As a result, these
shares and warrants (subject, in the case of warrants, to the qualification
discussed below) may be sold by non-affiliates of the Company, either within or
outside the U.S. without restrictions imposed by U.S. securities laws.
Affiliates of the Company, defined generally as any person that directly or
indirectly controls, is controlled by, or is under common control with the
Company (typically directors, executive officers and primary shareholders)
remain limited in the amount and manner in which they may sell our shares and
warrants. Thus, non-affiliates who acquired our shares and warrants
which were issued in our initial offering on July 12, 2006 may generally
freely trade those shares and warrants in the United States. We
anticipate that, upon transfers of shares of currently outstanding common stock,
we will agree to remove the restrictive legends currently on such certificates
in connection with the issuance of new certificates as part of those
transfer. We also anticipate that the removal of the restrictive
legends will facilitate the holding of shares of our common stock in “street
name” by banks, brokers and other intermediaries and also will facilitate direct
registration of our common stock with us (via our transfer agent). We
expect that holders of shares and warrants will be able to trade through CRT
once admission to AIM has been cancelled. However, there will not be
any price transparency with respect to those trades.
Please
note, however, that the exercise of the warrants for shares of our common stock
are subject to certain conditions designed to ensure compliance with U.S.
securities laws. These conditions include the provision to us of a
written certification that the exercising shareholder is neither within the U.S.
nor a U.S. person and that the warrant is not being exercised on behalf of a
U.S. person, or the provision to us of a written opinion of counsel to the
effect that the transfer of the warrants and issuance of the shares of our
common stock upon the exercise of such warrants have been registered under the
U.S. Securities Act, of 1933, as amended, or are exempt from registration
thereunder. The shares of our common stock issued upon the exercise
of a warrant generally will be considered restricted securities subject to a
six-month holding period. In general, a security holder who has not
been an affiliate of the
Company
for three months may resell these securities without any restriction after
satisfying the six-month holding period, provided that we are current in our SEC
filings. If shares of our common stock are issued in certain
“cashless exercise” transactions, the prior holding period of the warrants may
be “tacked” to reduce or eliminate the holding period of the shares of common
stock issued upon exercise of the warrants.
Over-the-Counter
Bulletin Board Quotations.
We have
decided to have our shares of common stock and warrants quoted on the
Over-the-Counter Bulletin Board (“OTCBB”). The
OTCBB is an electronic trading service offered by the National Association of
Security Dealers (“NASD”)
that shows real-time quotes, last-sale prices and volume information for
over-the-counter (“OTC”)
equity securities. OTC securities include newer small cap companies,
national, regional and foreign equity issues, warrants, units, American
depositary receipts and direct participation programs. OTCBB
securities are traded by market makers that enter quotes and execute trades
through a closed computer network, which is accessed through a NASDAQ
workstation. The benefit of being quoted on the OTCBB is to permit
greater price transparency to our investors.
The OTCBB
operates as a dealer system. As a result, all securities being quoted
on the OTCBB must be sponsored by a participating market maker that registers
the security with the NASD OTC Compliance Unit along with the required issuer
information. Once approved by the Compliance Unit, the market maker
will be notified that it has been registered in the security and may enter a
quote and commence trading. Only market makers can apply to quote
securities on this service.
The
following are the listing requirements of the OTCBB:
·
|
the
issuer of the securities must comply with the reporting requirements
pursuant to Section 13, 15(d) or 12(g)(2)(B) of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange
Act”);
|
·
|
the
issuer of the securities must not be a blank check or inactive
company;
|
·
|
the
issuer of the securities must have a minimum of 40 stockholders of
record;
|
·
|
a
market maker must submit a Form 211 application to the NASD;
and
|
·
|
the
issuer must meet the Sarbanes-Oxley Act Section 302 compliance
regarding certification
requirement.
|
Since all
of our Exchange Act reporting requirements have been satisfied as of April 2008,
we meet all of the listing requirements of the OTCBB except that a Form 211
to the NASD has not been submitted by a market maker. CRT and Empire
Financial Group have agreed to act as market maker and CRT is in the process of
preparing the Form 211 for filing with the NASD. The status of
that submission will be updated at the Annual Meeting. If and when
our securities are approved by the NASD OTC Compliance Unit, holders of our
shares and warrants will be able to trade through the OTCBB once admission to
AIM has been cancelled.
Required
Vote.
Rule 41
of the AIM Rules states that cancellation of admission of securities to AIM is
conditioned upon the consent of not less than 75% of the votes cast by the
company’s shareholders given in a general meeting. The 75% test is as
to each class of securities listed on AIM. Thus, cancellation of the
admission of our shares of common stock to AIM requires the approval of 75% of
the votes cast at the Annual Meeting by shareholders in their capacity as such
(provided a quorum is present). In addition, cancellation of the
admission of our warrants to AIM requires the approval of 75% of the votes cast
at the Annual Meeting by warrant holders in their capacity as such (provided a
quorum is present).
Board
Recommendation.
Our Board
is recommending that we cancel the admission of both our shares and warrants to
AIM expected to be on July 13, 2008 for the following reasons:
(i) a market on AIM has not developed for our shares or warrants;
(ii) a market has been developed for our shares and warrants in the United
States, which should be enhanced by our shares being
quoted on
the OTCBB; and (iii) we are incurring duplicative costs to maintain our
listing on AIM as well as file reports with the SEC. We have been
advised by our directors and executive officers holding shares of our common
stock and/or warrants that they intend to vote their shares and warrants to
approve the cancellation of the admission of our shares and warrants to
AIM. Those directors and executive officers own 11,561,350 shares of
common stock representing 43.3% of the shares of our common stock issued and
outstanding and 6,836,350 warrants representing 30.4% of our warrants issued and
outstanding.
THE
BOARD RECOMMENDS THAT SHAREHOLDERS AND WARRANT HOLDERS
VOTE
“FOR” THE CANCELLATION OF THE ADMISSION OF OUR SHARES AND WARRANTS
TO
AIM AFTER JULY 12, 2008
PROPOSAL THREE -
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
At a
meeting on May 29, 2007, the audit committee of our Board took action to
approve the retention of the accounting firm of KPMG, LLP as the independent
auditors for us for the fiscal year ending December 31, 2007, subject to
satisfactory agreement on fees. Such retention was approved by our
shareholders at our 2007 Annual Meeting. In December 2007, requests
for proposals were sent to four firms, two of which responded, the responding
firms being RubinBrown LLP and KPMG, LLP. On February 13, 2008,
the audit committee reviewed both bids and resolved to engage RubinBrown LLP as
our independent auditors to perform the review for the third quarter of 2007 and
the audit for the year ended December 31, 2007. KPMG, LLP’s
services would terminate at such time as they finished their review of our
Form 10-Q to be filed for the second quarter in 2007 and the amendment to
our Form 10 Registration Statement. That work was completed by
KPMG, LLP on April 9, 2008. The Board subsequently approved the
actions of the audit committee but made the decision to seek shareholder
ratification of the appointment of RubinBrown LLP as our independent auditors
for the years ended December 31, 2007 and 2008. A representative
from the firm is expected to be present at the Annual Meeting and will have an
opportunity to respond to shareholder questions.
KPMG,
LLP’s accountant’s report on our financial statements for the past two years did
not contain an adverse opinion or a disclaimer of opinion, nor was it qualified
or modified as to uncertainty, audit scope, or accounting
principles. During our two most recent fiscal years and any
subsequent interim period preceding KPMG, LLP’s dismissal, there were no
disagreements with KPMG, LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.
Fees
to Auditors.
The
following table shows the aggregate fees billed to us by KPMG, LLP and
RubinBrown LLP for professional services attributable to 2007 and
2006.
|
|
2007
|
|
|
2006
|
|
KPMG,
LLP
|
|
|
|
|
|
|
Audit
Fees
|
|
$ |
464,900 |
|
|
$ |
675,000 |
|
Audit-Related
Fees
|
|
|
- |
|
|
|
- |
|
Tax
Fees
|
|
|
- |
|
|
|
- |
|
All
Other Fees
|
|
|
- |
|
|
|
170,177 |
|
Total
KPMG, LLP
|
|
|
464,900 |
|
|
|
845,177 |
|
RubinBrown
LLP
|
|
|
|
|
|
|
|
|
Audit
Fees
|
|
|
- |
|
|
|
- |
|
Audit-Related
Fees
|
|
|
- |
|
|
|
- |
|
Tax
Fees
|
|
|
2,500 |
|
|
|
- |
|
All
Other Fees
|
|
|
10,730 |
|
|
|
- |
|
Total
RubinBrown LLP
|
|
|
13,230 |
|
|
|
- |
|
Total
|
|
$ |
478,130 |
|
|
$ |
845,177 |
|
Tax
Fees.
During
fiscal 2007, we incurred fees of $2,500 for tax compliance, tax advice and tax
planning services from RubinBrown LLP. No fees were incurred for
these services from KPMG, LLP. No tax fees were incurred during
fiscal 2006 from either RubinBrown LLP or KPMG, LLP.
All
Other Fees.
We
incurred $10,730 in fees from RubinBrown LLP during fiscal 2007 related to the
settlement of final working capital amounts stemming from our acquisition of
Eastman SE, Inc. No other fees were incurred by us from RubinBrown
LLP in fiscal 2006. During fiscal 2006, we incurred $170,177 in fees
from KPMG, LLP for services provided in connection with our admission and
readmission to AIM. No other fees were incurred by us from KPMG, LLP
in fiscal 2007.
Approval
Policies and Procedures.
The audit
committee of our Board engages the independent public accountants and defines
the scope of their services on an annual basis. Any proposed changes
to the services established by the audit committee through the engagement
process will be reviewed with the audit committee in advance of the services
being rendered to ensure that the accounting firm’s independence is
maintained. All audit related services and other services for 2007
were approved by the audit committee through the engagement process, and the
audit committee has concluded that the services provided by both KPMG, LLP and
RubinBrown LLP during 2007 were compatible with the maintenance of each of those
firm’s independence in the conduct of their auditing functions. The
audit committee’s charter provides for approval of audit and audit-related
services.
Auditor
Independence.
The audit
committee is required to consider the independence of both KPMG, LLP and
RubinBrown LLP when engaging each firm to perform audit-related and other
services. It was determined by the audit committee that audit-related
and other services provided and the fees paid for those services for 2007 were
compatible with maintaining the independence of KPMG, LLP and RubinBrown
LLP.
Failure
to Ratify the Selection of RubinBrown LLP.
If our
shareholders do not ratify the appointment of RubinBrown LLP, our Board will
consider the selection of other auditors.
THE
BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”
THE
RATIFICATION OF THE SELECTION OF RUBINBROWN LLP
Ownership
of Stock and Warrants.
Security
Ownership of Certain Beneficial Owners and Management.
As of the
date of this Proxy Statement, 26,700,000 shares of our common stock were issued
and outstanding and we had issued warrants to purchase 22,500,000 additional
shares of our common stock. The following table sets forth the number
and percentage of shares and warrants owned by all persons known by us to be the
beneficial owners of more than 5% of our shares of common stock and warrants as
of April 30, 2008.
|
|
Common
Stock
|
|
Warrants
|
|
Fully
Diluted
|
Name and Address of Beneficial
Owner
|
|
Amount
of
Beneficial
Ownership
|
|
Percent
of
Common
Stock
|
|
Amount
of
Beneficial
Ownership
|
|
Percent
of
Warrants
|
|
Amount
of
Beneficial
Ownership
|
|
Percent
of
Common
Stock
and
Warrants(g)
|
Paul
A. Novelly, 8235 Forsyth
Blvd.,
4th
Floor, Clayton, MO
63105(a)
|
|
8,931,350
|
|
33.5%
|
|
6,793,850
|
|
30.2%
|
|
15,725,200
|
|
32.0%
|
Lee
E. Mikles, 1486 E. Valley
Road,
Santa Barbara, CA 93108(b)
|
|
2,100,000
|
|
7.9%
|
|
12,500
|
|
0.1%
|
|
2,112,500
|
|
4.3%
|
SOF
Investments, L.P., 645 5th
Avenue,
21st
Floor, New York,
NY
10022(c)
|
|
1,800,000
|
|
6.7%
|
|
1,800,000
|
|
8.0%
|
|
3,600,000
|
|
7.3%
|
Fir
Tree, LLC, Camellia Partners, LLC, Jeffrey Tannenbaum and Andrew
Fredman
505
Fifth Avenue, 23rd
Floor
New
York, NY 10017(d)
|
|
1,600,000
|
|
6.0%
|
|
1,350,000
|
|
6.0%
|
|
2,950,000
|
|
6.0%
|
Morstan
Nominees Limited, 25
Cabot
Square, Canary Wharf,
London
E144QA, U.K.(e)
|
|
2,170,841
|
|
8.1%
|
|
1,296,523
|
|
5.8%
|
|
3,467,364
|
|
7.0%
|
Vidacos
Nominees Limited,
Citigroup
Centre, Canada Square,
Canary
Wharf, London E14 5LB,
United
Kingdom(f)
|
|
834,968
|
|
3.1%
|
|
1,894,554
|
|
8.4%
|
|
2,729,522
|
|
5.6%
|
__________
(a)
|
Includes
8,306,350 shares of common stock and 6,168,850 warrants held by St. Albans
Global Management, Limited Partnership, LLLP and 625,000 shares of common
stock and 625,000 warrants held by Apex Holding Co. Mr. Novelly
is the chief executive officer of both of these entities and thereby has
voting and investment power over such shares, but he disclaims beneficial
ownership except to the extent of a minor pecuniary
interest.
|
(b)
|
Includes
2,000,000 shares of common stock held by Lee E. Mikles Revocable Trust
dated March 26, 1996 and 100,000 shares of common stock held by Lee
E. Mikles Gift Trust dated October 6, 1999. Also includes
12,500 warrants held by the Alison L. Mikles Irrevocable
Trust. Miss Mikles is the minor child of Mr. Mikles and lives
in Mr. Mikles household. However, Mr. Mikles is not the trustee
of such trust and disclaims beneficial
ownership.
|
(c)
|
Based
solely upon review of a Schedule 13G filed with the SEC on
February 14, 2008, we understand that SOF Investments, L.P. is the
record and direct beneficial owner of the shares and warrants listed
above, MSD Capital, L.P. is the general partner of SOF Investments and may
be deemed to indirectly beneficially own securities owned by SOF
Investments, and MSD Capital Management LLC is the general partner of MSD
Capital, L.P. We have no knowledge as to the beneficial owners
of MSD Capital Management LLC.
|
(d)
|
Based
solely upon information contained in a Form 3 filed with the SEC on
March 7, 2008, Fir Tree, L.L.C. is the general partner of Fir Tree
Value Master Fund, LP, a Cayman Islands exempted limited partnership
(“Fir
Tree Value”), and Camellia Partners, LLC is the general partner of
Fir Tree Capital Opportunity Master Fund, LP, a Cayman Islands exempted
limited partnership (“Fir Tree
Capital Opportunity”). Fir Tree, L.L.C. and Camellia
Partners, LLC hold indirectly the common stock through the accounts of Fir
Tree Capital Opportunity and Fir Tree Value; Jeffrey Tannenbaum, a
principal of Fir Tree, L.L.C. and Camellia Partners, LLC, and Andrew
Fredman, another principal of Camellia Partners, LLC, at the time of
purchase, controlled the disposition and voting of the common
stock. We have no knowledge as to the beneficial owners of Fir
Tree, L.L.C. or Camellia Partners,
LLC.
|
(e)
|
We
have no knowledge as to the beneficial owners of Morstan Nominees
Limited.
|
(f)
|
Includes
shares of common stock and warrants held by Vidacos Nominees Limited
Designation: BAR; Vidacos Nominees Limited Designation: 1952; Vidacos
Nominees Limited Designation: 1953;
Vidacos
|
|
Nominees
Limited Designation: 2071; Vidacos Nominees Limited Designation: BEAR;
Vidacos Nominees Limited Designation: DMG7; and Vidacos Nominees Limited
Designation: SSBL. We have no knowledge as to the beneficial
owners of these entities.
|
(g)
|
Assumes
the exercise of all warrants issued and outstanding as of the date of this
Proxy Statement.
|
The
following table sets forth, as of April 30, 2008, certain information with
respect to beneficial ownership of shares of our common stock and warrants by
each of the members of our Board who will continue in office after the Annual
Meeting, each of the executive officers named in the “Summary Compensation
Table” below (the “named executive officers”) and all directors and named
executive officers as a group. Unless otherwise indicated, we believe
that all persons named in the table below have sole voting and investment power
with respect to all shares of common stock beneficially owned by them and none
of such shares or warrants have been pledged as security.
|
|
Common
Stock
|
|
Warrants
|
|
Fully
Diluted
|
Name and Address of Beneficial
Owner
|
|
Amount
of
Beneficial
Ownership
|
|
Percent
of
Common
Stock
|
|
Amount
of
Beneficial
Ownership
|
|
Percent
of
Warrants
|
|
Amount
of
Beneficial
Ownership
|
|
Percent
of
Common
Stock
and
Warrants(d)
|
Paul
A. Novelly(a)
|
|
8,931,350
|
|
33.5%
|
|
6,793,850
|
|
30.2%
|
|
15,725,200
|
|
32.0%
|
Lee
E. Mikles(b)
|
|
2,100,000
|
|
7.9%
|
|
12,500
|
|
0.1%
|
|
2,112,500
|
|
4.3%
|
Douglas
D. Hommert(c)
|
|
250,000
|
|
0.9%
|
|
--
|
|
--
|
|
250,000
|
|
0.5%
|
Edwin
A. Levy
|
|
250,000
|
|
0.9%
|
|
--
|
|
--
|
|
250,000
|
|
0.5%
|
Thomas
R. Evans
|
|
30,000
|
|
0.1%
|
|
30,000
|
|
0.1%
|
|
60,000
|
|
0.1%
|
Richard
L. Knowlton
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
Paul
G. Lorenzini
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
Donald
C. Bedell
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
David
Baker
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
Benjamin
Ladd
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
Gary
Hess
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
Samuel
Dortch
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
All
directors and named executive officers
|
|
11,561,350
|
|
43.3%
|
|
6,836,350
|
|
30.4%
|
|
18,397,700
|
|
37.4%
|
__________
(a)
|
Includes
8,306,350 shares of common stock and 6,168,850 warrants held by St. Albans
Global Management, Limited Partnership, LLLP and 625,000 shares of common
stock and 625,000 warrants held by Apex Holding Co. Mr. Novelly
is the chief executive officer of both of these entities and thereby has
voting and investment power over such shares, but he disclaims beneficial
ownership except to the extent of a minor pecuniary
interest.
|
(b)
|
Includes
2,000,000 shares of common stock held by Lee E. Mikles Revocable Trust
dated March 26, 1996 and 100,000 shares of common stock held by Lee
E. Mikles Gift Trust dated October 6, 1999. Also includes
12,500 warrants held by the Alison L. Mikles Irrevocable
Trust. Miss Mikles is the minor child of Mr. Mikles and lives
in Mr. Mikles household. However, Mr. Mikles is not the trustee
of such trust and disclaims beneficial
ownership.
|
(c)
|
Includes
250,000 shares of common stock held by the Douglas D. Hommert Revocable
Trust, which is a trust established by Mr. Hommert for the benefit of his
descendants, of which Mr. Hommert is the
trustee.
|
(d)
|
Assumes
the exercise of all warrants issued and outstanding as of the date of this
Proxy Statement.
|
Section 16(a)
Beneficial Ownership Reporting Compliance.
Other
than Samuel Dortch, none of our directors and executive officers, as well as Fir
Tree LLC and its related parties Camellia Partners, LLC, Jeffrey Tannenbaum and
Andrew Fredman, timely filed their respective Forms 3 during
2007. The Form 3 for Donald Bedell was timely
filed. To our knowledge, based upon the reports provided to us under
Section 16(a) of the Exchange Act, no other filing required under such
section was not timely filed.
Directors,
Executive Officers and Certain Significant Employees.
Our
directors are as follows.
Name
|
|
Age
|
|
Director
Since
|
|
Term
Expires
|
Paul
A. Novelly, executive chairman of the board
|
|
64
|
|
2005
|
|
2009
|
Lee
E. Mikles, chief executive officer and president
|
|
52
|
|
2005
|
|
2008
|
Paul
G. Lorenzini, chief operating officer
|
|
68
|
|
2007
|
|
2009
|
Edwin
A. Levy
|
|
71
|
|
2005
|
|
2008
|
Thomas
R. Evans
|
|
53
|
|
2006
|
|
2008
|
Richard
L. Knowlton
|
|
75
|
|
2007
|
|
2009
|
Donald
C. Bedell
|
|
67
|
|
2008
|
|
2008
|
Mr.
Douglas D. Hommert was also a director whose term expired in
2010. However, he resigned as a director on January 14, 2008,
and our Board filled his position with the appointment of Donald C.
Bedell. Mr. Bedell will hold that position until the Annual Meeting
and, if reelected at such meeting, will then hold office until
2010. Mr. Hommert continues to be our executive vice president,
secretary and treasurer.
There is
no arrangement or understanding between any of the above directors and any other
person pursuant to which such person was or is to be selected as a
director.
Our
executive officers are as follows.
Name
|
|
Position
|
|
Age
|
|
Officer
Since
|
Paul
A. Novelly
|
|
Executive
chairman of the board
|
|
64
|
|
2005
|
Lee
E. Mikles
|
|
Chief
executive officer and president
|
|
52
|
|
2005
|
Paul
G. Lorenzini
|
|
Chief
operating officer
|
|
68
|
|
2008(a)
|
Douglas
D. Hommert
|
|
Executive
vice president, secretary and treasurer
|
|
52
|
|
2005
|
__________
(a) Mr.
Lorenzini became our chief operating officer on April 21,
2008.
There is
no arrangement or understanding between any of the above officers and any other
person pursuant to which such person was or is to be selected as an
officer.
The
following individuals are executive officers of our subsidiary, FutureFuel
Chemical Company, who are expected to make significant contributions to our
business.
Name
|
|
Position
|
|
Age
|
|
Officer
Since
|
David
Baker
|
|
Senior
vice president - operations support
|
|
61
|
|
2006
|
Gary
Hess
|
|
Senior
vice president - commercial operations
|
|
57
|
|
2006
|
Benjamin
Ladd
|
|
Chief
financial officer and treasurer
|
|
31
|
|
2006
|
Samuel
Dortch
|
|
Senior
vice president - operations
|
|
59
|
|
2007
|
Business
Experience.
The
following is a description of the business experience and background of our
directors, officers and significant employees identified above.
Paul A.
Novelly has been our chairman of the board since
inception. For at least the past five years, Mr. Novelly has been
chairman and chief executive officer of Apex Oil Company, Inc., a privately-held
company based in St. Louis, Missouri engaged in the trading, storage, marketing
and transportation of petroleum products, including liquid terminal facilities
in the Midwest and Eastern United States, and towboat and barge operations on
the inland waterway system. Mr. Novelly is president and a director
of AIC Limited, an oil trading company, chairman and a
director
of World Point Terminals Inc., which owns and operates petroleum storage
facilities in the Bahamas and United States, and chief executive officer of St.
Albans Global Management, Limited Partnership, LLLP, which provides corporate
management services. He currently serves on boards of directors at
The Bear Stearns Companies Inc., a broker-dealer and global securities and
investment firm, and Boss Holdings, Inc., a distributor of work gloves, boots
and rainwear and other consumer products, and within the past five years also
served on the board of directors of Intrawest Corporation, a company that is a
world leader in destination resorts and adventure travel.
Lee E.
Mikles has been our chief executive officer and a member of our Board
since inception. In addition, he served as our principal financial
officer before our acquisition of FutureFuel Chemical Company and thereafter
through January 31, 2008. Mr. Mikles was chairman of
Mikles/Miller Management, Inc., a registered investment adviser and home to the
Kodiak family of funds, between 1992 and 2005. He was also chairman
of Mikles/Miller Securities, LLC, a registered broker-dealer, between 1999 and
2005. Additionally, Mr. Mikles has served on the board of directors
of Official Payments Corporation, an internet processor of payments to
government entities, Coastcast Corporation, a former supplier of metal golf club
heads, Nelnet, Inc., which provides financial services and technology-based
products, Imperial Bank and Imperial Bancorp. He currently serves on
the board of directors of Boss Holdings, Inc. and Pacific Capital Bankcorp. and
is the chair of the audit committee for Boss Holdings, Inc.
Paul G.
Lorenzini has been a member of our Board since January
2007. He became our chief operating officer on April 21,
2008. In January 1970, Mr. Lorenzini co-founded Packaging
Consultants, Inc., a distribution business supplying packaging materials to the
food industry. In 1983, Bunzl PLC, a supplier of supermarket and food
service packaging, acquired Packaging Consultants, Inc. Mr. Lorenzini
continued to work for Bunzl PLC and in 1986 became president of Bunzl
USA. He subsequently became the chief executive officer of Bunzl USA
and retired in July 2004 with the title of chairman emeritus. Mr.
Lorenzini served as a director of Bunzl PLC between 1999 and 2004.
Douglas D.
Hommert has been our executive vice president, secretary and treasurer
since inception. He was a member of our Board from inception through
January 14, 2008. He became our principal financial officer on
February 1, 2008. Mr. Hommert has been executive vice president
and general counsel of Apex Oil Company, Inc. since September
2002. Between October 1988 and September 2002, he was a partner in
the St. Louis law firm of Lewis, Rice & Fingersh, L.C. With that
firm, he practiced in the areas of business law, taxation, mergers and
acquisitions, financing and partnerships. He was licensed as a
Certified Public Accountant in 1982.
Edwin A.
Levy has been a member of our Board since November 2005. In
1979, Mr. Levy co-founded Levy, Harkins & Co., Inc., an investment advisory
firm, where he now serves as chairman of the board and individual
advisor. Mr. Levy was a director of Traffix, Inc. between November
1995 and 2006, and served as a member of its audit committee and stock options
committee. He is a director of World Point Terminals Inc., which owns
and operates petroleum storage facilities in the Bahamas and United States, and
in the past five years was a director of Forward Industries, Inc., a company in
the business of designing, manufacturing and distributing custom carrying case
solutions.
Thomas R.
Evans has been a member of our Board since May 2006. Since
June 2004, he has served as president and chief executive officer of Bankrate,
Inc., an Internet based aggregator of financial rate information. Mr.
Evans was elected to Bankrate, Inc.’s board of directors in May
2004. From 1999 to 2002, Mr. Evans was chairman and chief executive
officer of Official Payments Corporation, an internet processor of payment to
government entities.
Richard L.
Knowlton has been a member of our Board since January
2007. Between 1956 and 1995, Mr. Knowlton worked for Hormel Foods
Corporation, a multinational manufacturer and marketer of consumer-branded meat
and food products. He started as a merchandising manager and became
the president and chief operating officer in 1979. He became the
chief executive officer and chairman of the board in 1981 and retired in
1995. Mr. Knowlton currently serves as a director on The Hormel
Foundation and the Horatio Alger Association and is a member of the Business
Advisory Council for the University of Colorado Leeds School of Business, the
Mayo Laboratory Services Advisory Board and the Eisenhower Medical Center
Board. Mr. Knowlton served as a director of NG America Insurance
Holdings, Inc. between 2000 and 2005 and SUPERVALU INC., a U.S. grocery retailer
and distributor, between 1994 and 2005.
Donald C.
Bedell has been a member of our Board since March 17,
2008. Mr. Bedell is chairman of the board of privately held Castle
Partners and its affiliates, based in Sikeston, Missouri, which operate over 35
skilled nursing
and
health care facilities throughout Missouri, Arkansas and Arizona. Mr.
Bedell is a director of several privately held commercial banks, including First
Community Bank of Batesville, Arkansas and is a member of the executive
committee of such bank and its holding company. He also serves as a
director of World Point Terminals Inc., serving as chairman of World Point’s
Corporate Governance and Human Resources Committees.
David
Baker was the vice president - manufacturing operations of FutureFuel
Chemical Company between October 31, 2006 and October 14, 2007 and
vice president - operations support between October 14, 2007 and
March 13, 2008. He has been the senior vice president -
operations support since March 13, 2008. In 1967, he joined
Eastman Chemical Company’s filter products division in Kingsport, Tennessee as a
development engineer. In 2001, Mr. Baker was named managing director
of Eastman Chemical Company’s Peboc division, relocating to the United
Kingdom. The Peboc division manufactures specialty chemicals
including active pharmaceutical ingredients. In August 2005, Mr.
Baker relocated to Kingsport as a business development manager in performance
chemicals exclusive manufacturing. Mr. Baker is a registered
professional engineer and past president of the East Tennessee Society of
Professional Engineers.
Gary Hess
was the vice president - commercial operations of FutureFuel Chemical Company
between October 31, 2006 and October 14, 2007 and the vice president -
sales and marketing between October 14, 2007 and March 13,
2008. He has been the senior vice president - commercial operations
since March 13, 2008. Mr. Hess was the vice president for
commercial operations for Bayer Corporation, where he had responsibility for
sales, marketing, customer service, purchasing, research and development and
quality control, prior to joining Eastman Chemical Company in December 2002 as
the market development executive for agrochemicals. During his tenure
with Bayer Corporation, Mr. Hess resided two years in Germany where he directed
the market development efforts in pharmaceutical intermediates and photographic
chemicals. In 2004, he was appointed to the position of global
business leader for exclusive manufacturing with responsibility for sales,
marketing and business development.
Benjamin
Ladd became FutureFuel Chemical Company’s chief financial officer on
October 31, 2006. Between October 2003 and October 2006,
inclusive, Mr. Ladd was a fund manager and financial consultant for St. Albans
Global Management, Limited Partnership, LLLP, which provides corporate
management services. In this position, he assisted with the
management of capital in the equity and derivative markets worldwide and was
responsible for all financial analysis and reporting related to the firm’s
merchant banking and consulting activities. From 1999 to 2003, Mr.
Ladd served in various capacities for Green Manning & Bunch, Ltd., a
middle-market investment banking firm in Denver, Colorado.
Samuel
Dortch was the vice president - operations services of FutureFuel
Chemical Company between July 30, 2007 and October 14, 2007 and vice
president - operations between October 14, 2007 and March 13,
2008. He has been senior vice president - operations since
March 13, 2008. In 1972, Mr. Dortch joined Eastman Chemical
Company’s technical services division in Kingsport, Tennessee as a development
chemical engineer. He has served in numerous management positions in
Kingsport, Batesville and at Eastman Kodak’s Kirby, England
facility. In 2004, Mr. Dortch became manager of research and
development at the Batesville plant and director of research and development in
December 2006.
Board
of Directors.
Board
Meetings and Committees; Annual Meeting Attendance.
Directors
are expected to attend all meetings of the Board, the Annual Meeting of
shareholders and assigned committee meetings. The Board held seven
meetings during 2007 (four of which were unanimous consents in lieu of
meetings). These meetings were attended by all of the
directors. The 2007 Annual Meeting of shareholders was held on
June 26, 2007. Four directors (Messrs. Novelly, Mikles,
Lorenzini and Hommert) attended that Annual Meeting.
The Board
has established the following committees: audit committee, remuneration
committee and nominating committee. The 2007 members of each of these
committees, a summary of the responsibilities and authority of each of the
committees and the number of meetings held by each committee in 2007,
follow.
Name
of Committee and Members
during
2007
|
|
Functions
of the Committee
|
|
Number
of
Meetings
in
2007
|
Audit:
Paul G. Lorenzini
(chairman)
Richard L.
Knowlton
Thomas R. Evans
|
|
- Appoints,
compensates and oversees the work of any public accounting firm employed
by the Company;
- Resolves
any disagreements between management and the auditor regarding financial
reporting;
- Pre-approves
all auditing and non-audit services;
- Retains
independent counsel, accountants or others to advise the Committee or
assist in the conduct of an investigation;
- Seeks
any information it requires from employees - all of whom are directed to
cooperate with the Committee’s requests;
-
Meets with the Company’s officers, external auditors, or outside counsel,
as necessary; and
-
Oversees that management has established and maintained processes to
assure compliance by the Company with all applicable laws, regulations and
corporate policies.
|
|
4
(Messrs. Evans and Lorenzini attended all
four meetings and
Mr. Knowlton
attended three of
the meetings)
|
Remuneration:
Edwin A. Levy
(chairman)
Richard L.
Knowlton
Paul G. Lorenzini
|
|
-
In consultation with the Company’s management, establishes the Company’s
general policies relating to compensation of the Company’s officers and
directors and the directors and executive officers of the Company’s
subsidiaries, and oversees the development and implementation of such
compensation programs;
-
Approves the annual and long-term performance goals for the Company’s
incentive plans (including incentive plans for the Company’s
subsidiaries);
-
Annually reviews and approves corporate goals and objectives relevant to
the compensation of the Company’s executive officers and annually
evaluates such officers’ performance in light of those goals and
objectives and sets such officers’ compensation levels based on this
evaluation;
-
As required under applicable securities laws and rules, reviews the
Compensation Discussion and Analysis section (the “CD&A”)
to be included in the Company’s annual proxy statement or other reports or
filings with the SEC or other governmental authorities and stock
exchanges, discusses the CD&A with the Company’s management and
recommends to the Board that the CD&A be included in the Company’s
annual report on Form 10-K, proxy statement on Schedule 14A, information
statement on Schedule 14C or any other filing with the SEC or other
governmental authorities and stock exchanges;
-
Reviews and makes recommendations to the Board periodically with respect
to the compensation of all non-employee directors, including any
compensation under the Company’s equity-based plans; and
-
Evaluates the committee’s performance and the adequacy of its charter on
an annual basis and recommends any proposed changes to the Board for
approval.
|
|
0
|
Name
of Committee and Members
during
2007
|
|
Functions
of the Committee
|
Number
of
Meetings
in
2007
|
Nominating:
Thomas R. Evans
(chairman)
Richard L.
Knowlton
Edwin A. Levy
|
|
-
Assists the Board by identifying qualified candidates for director, and
recommends to the Board the director nominees for the next annual meeting
of shareholders;
-
Leads the Board in its annual review of Board performance;
-
Recommends to the Board director nominees for each Board
committee;
-
Oversees the annual process of evaluation of the performance of the
Company’s management; and
-
Develops and recommends to the Board corporate governance guidelines
applicable to the Company.
|
0
|
Audit
Committee.
We have a
separately-designated standing audit committee and have adopted an audit
committee charter. A copy of this audit committee charter may be
accessed at http://ir.futurefuelcorporation.com/governance.cfm
on our internet website. A copy may also be obtained free of charge
from us by written request to our corporate secretary at our principal office
set forth above. The members of the audit committee in 2007 were:
Paul G. Lorenzini (chairman), Thomas R. Evans and Richard L.
Knowlton. In April 2008, Mr. Lorenzini was appointed our chief
operating officer. On April 25, 2008, Mr. Thomas R. Evans
replaced Mr. Lorenzini as the chairman of the audit committee.
The
primary duties and responsibilities of the audit committee are to monitor:
(i) the integrity of our financial statements, including the financial
reporting process and systems of internal controls regarding finance and
accounting; (ii) our compliance with related legal and regulatory
requirements; and (iii) the independence and performance of our external
auditors. The audit committee also selects our independent registered
public accounting firm. Management of the Company is responsible for
the internal controls and the financial reporting process. The
independent registered public accounting firm is responsible for performing an
independent audit of our financial statements in accordance with generally
accepted auditing standards and issuing a report thereon. The audit
committee’s responsibility is to monitor and oversee these
processes.
Audit
Committee Recommendation
In the
performance of its oversight function, the audit committee has performed the
duties required by its charter, and it has reviewed and discussed our
consolidated financial statements for 2007 with management and the independent
registered public accounting firm. The audit committee also has
discussed with the independent registered public accounting firm the matters
required to be discussed by the Statement on Auditing Standards Number 61, Communication with Audit
Committees, as currently in effect.
The audit
committee has received the written disclosures and the letter from the
independent registered public accounting firm required by Independence Standards
Board Standard Number 1, Independence Discussions with Audit
Committees, as currently in effect, and the audit committee has discussed
with the independent registered public accounting firm its
independence. The audit committee also has received confirmations
from management and has considered whether the provision of any nonaudit
services by the independent registered public accounting firm to us is
compatible with maintaining the independence of the auditors.
Based
upon a review of the reports by, and discussions with, management and the
independent registered public accounting firm and the audit committee’s review
of the representations of management and the report of the independent
registered public accounting firm, the audit committee recommended to the Board
to include the audited financial statements in our Annual Report for the year
ended December 31, 2007.
Paul
Lorenzini, Thomas R. Evans and Richard L. Knowlton
Audit
Committee Expert
Our Board
has determined that each member of our audit committee is an audit committee
financial expert. During 2007, each such member of our audit
committee was independent, as independence for audit committee members is
defined in the listing standards applicable to us as described
below. On April 21, 2008, Mr. Lorenzini became our chief
operating officer and ceased being independent. On April 25,
2008, Mr. Thomas R. Evans replaced Mr. Lorenzini as the chairman of the audit
committee. Our Board has determined that Mr. Evans is an audit
committee financial expert and is independent, as independence for audit
committee members is defined in the listing standards applicable to us as
described below.
Nominating
Committee.
The
nominating committee has a charter. A copy of that charter may be
found at our internet web site at http://ir.futurefuelcorporation.com/governance.cfm. A
copy may also be obtained free of charge by written request to our corporate
secretary at our principal office set forth above.
Our Board
has adopted Procedures for Shareholders Submitting Nominating Recommendations,
which sets forth the procedure for a shareholder to submit a director nominee
recommendation, the timelines for receiving such nominations and the information
required on each director nominee. The Board has also adopted a
Policy on Shareholder Recommendation of Candidates for Election as Directors,
which sets forth the evaluation process adopted by the Board. Any
shareholder desiring to submit a director nominee for consideration by the
nominating committee of the Board for the 2009 Annual Meeting must do so in
accordance with our bylaws and policies described below under “Shareholder
Proposals for the Next Annual Meeting”. Director nominations should
be submitted in writing to our corporate secretary, acting as agent for the
nominating committee, at FutureFuel Corp., 8235 Forsyth Blvd., 4th Floor,
Clayton, Missouri 63105. A copy of such Procedures and Policy is
available to any shareholder and may be obtained from our corporate
secretary.
Once a
director nominee has been recommended, whether by a shareholder or otherwise,
the nominating committee reviews the background and qualifications of the
nominee. In selecting the slate of nominees to be recommended by the
nominating committee to the Board, and in an effort to maintain a proper mix of
directors that results in a highly effective governing body, the nominating
committee also considers such factors as the occupational, geographic and age
diversity of all director nominees; the particular skills and ability of each
nominee to understand financial statements and finance matters generally;
community involvement of each nominee; and the independence status of each
nominee in accordance with our corporate governance guidelines, AIM rules and
other applicable laws and regulations.
The
nominating committee reports its recommendations concerning each director
nominee to the Board. The Board then considers the nominating
committee’s recommendations and selects those director nominees to be submitted
to the shareholders for approval at the next Annual Meeting of
shareholders. The Board may, as a part of its consideration, request
the nominating committee to provide it with such information pertaining to a
director nominee as the Board deems appropriate to fully evaluate the
qualifications of the nominee.
Remuneration
Committee.
Our Board
has established a remuneration committee. The remuneration committee
has a charter which may be found at our internet web site at http://ir.futurefuelcorporation.com/governance.cfm. In
addition, a copy will be provided free of charge by written request to our
corporate secretary at our principal office set forth above. Our
processes and procedures for the consideration and determination of executive
and director compensation is described in “Compensation of Directors and
Executive Officers” below.
Director
Independence.
Our Board
has adopted corporate governance guidelines which incorporate certain criteria
in the AIM rules and the rules of the SEC and U.S. securities exchanges for use
by the Board when determining director independence. These guidelines
include the Company’s Policy for Approving Transactions with Related Parties and
Insider Trading Policy. The Board also broadly considers all other
relevant facts and circumstances that bear on the
materiality
of each director’s relationship with us, including the potential for conflicts
of interest, when determining director independence.
The
nominating committee of our Board evaluates each incumbent director and all new
director nominees based on applicable law, regulations and rules and makes a
recommendation to the full Board as to the independence of directors and
director nominees. Our Board has determined that, of the seven
current members of the Board who will continue to serve after the Annual
Meeting, the following four directors have no disqualifying material
relationships with us or our subsidiaries and are, therefore, independent:
Messrs. Levy, Evans, Knowlton and Bedell. In addition, in 2007 each
of our Board’s remuneration, audit and nominating committees was comprised of
directors who were independent under such definitions. The guidelines
referenced above, as well as other corporate governance initiatives adopted by
us, are available to any shareholder free of charge upon request to our
corporate secretary at our principal office set forth above.
We are a
listed issuer whose securities are listed on AIM. AIM has
requirements, as a manner of best practice, that a majority of the directors on
the nominating committee of our Board be independent. AIM’s
definition of “independent director” can be found through the “Investor
Relations - Corporate Governance” section of our internet website at http://ir.futurefuelcorporation.com/governance.cfm. The
SEC has also promulgated rules that set forth independence requirements for
members of an audit committee.
Compensation
of Directors and Executive Officers.
General.
The
remuneration committee’s responsibilities include, among other things,
determining our policy on remuneration to our (that is, FutureFuel Corp.’s)
officers and directors and the executive officers and directors of FutureFuel
Chemical Company. Given that we were a start-up company and only
consummated our acquisition of FutureFuel Chemical Company on October 31,
2006, we determined for 2006 not to pay salaries, bonuses or other forms of
compensation to any of our executive officers. The Board also
determined not to pay any compensation to any member of the Board or to any
member of the board of any subsidiary for the year 2006. On
January 16, 2008, our remuneration committee recommended that we pay each
of our then directors $25,000 in compensation, and $25,000 to our past director
William J. Doré. The remuneration committee also recommended that we
pay $100,000 in compensation to each of Paul A. Novelly and Paul G. Lorenzini
for services provided in 2007 to our subsidiary, FutureFuel Chemical Company,
and to reimburse an affiliate of Lee E. Mikles $100,000 for expenses incurred by
such affiliate in 2007 in the course of Mr. Mikles performing services for us
and our subsidiary, FutureFuel Chemical Company. Our Board approved
such payments on January 22, 2008. On April 7, 2008, the
remuneration committee awarded certain options under our 2007 Omnibus Incentive
Plan to certain officers and directors of us and of FutureFuel Chemical
Company. The granting of those options are discussed
below. No compensation for our directors or executive officers has
been set at this time for the calendar year 2008. Rather, our Board
believes it is more appropriate to set such compensation later in the year when
2008 results are capable of reasonable estimation.
We pay
salaries, bonuses and other forms of compensation to the officers of FutureFuel
Chemical Company as described below. For purposes of the following
discussion of executive compensation, the term “executive officers” includes
executive officers of both the Company and FutureFuel Chemical
Company. However, only Paul A. Novelly, Lee E. Mikles and Douglas D.
Hommert were elected our officers by our Board in 2007.
Compensation
Discussion and Analysis.
We have
not yet established a comprehensive executive compensation philosophy, nor have
we determined definitively the material elements of the compensation of our
executive officers. The current elements of our compensation program
include base salary, bonuses and certain retirement, insurance and other
benefits generally available to all employees. In addition, our Board
adopted an Omnibus Incentive Plan which was approved by our shareholders at our
2007 annual meeting on June 26, 2007. As of December 31,
2007, the Plan had not been implemented by our Board and no awards had been
granted thereunder. However, certain options were granted under the
Plan on April 28, 2008 as described below.
We formed
a remuneration committee of our Board, which will determine compensation
arrangements for our executive officers. Our remuneration committee
is establishing a compensation program that is designed to attract, as needed,
individuals with the skills necessary for us to achieve our business plan, to
motivate those individuals, to reward those individuals fairly over time and to
retain those individuals who continue to perform at or above the levels that we
expect. Our executive compensation program is being designed to
afford our executive officers a sense of ownership in us, and to link rewards to
measurable Company and individual performance. These arrangements
include appropriate salaries, annual bonus opportunities and long-term
incentives awards linked to equity and equity awards under the Omnibus Incentive
Plan adopted during 2007.
Cash
Salaries and Bonuses
At this
time, we have determined that we will pay $100,000 compensation to Mr. Novelly
for services rendered by Mr. Novelly to our subsidiary, FutureFuel Chemical
Company during 2007, and to reimburse an affiliate of Mr. Mikles $100,000 for
expenses incurred by such affiliate in the course of Mr. Mikles performing
services for us and our subsidiary, FutureFuel Chemical Company. Such
services included reviewing business operations and reducing operating
costs. The $100,000 was determined by Messrs. Novelly and Mikles as
reasonable in relation to the services rendered, and was approved by our
remuneration committee and our Board. No compensation was paid to Mr.
Hommert for 2007, nor to Messrs. Novelly, Mikles or Hommert for
2006. Each of Messrs. Novelly, Mikles and Hommert were granted
founder shares, and our Board determined that the payment of cash compensation
to them was unnecessary for 2006 and to Mr. Hommert for 2007. Our
executive chairman, Mr. Novelly, also receives compensation from our affiliate,
St. Albans Global Management, Limited Partnership, LLLP. Our chief
executive officer, Mr. Mikles, receives compensation, in addition to the amounts
received from us, from existing business enterprises and investments, none of
which are affiliated with us. Our executive vice president, secretary
and treasurer, Mr. Hommert, receives compensation from our affiliate, Apex Oil
Company, Inc. Except as described above, none of Messrs. Novelly,
Mikles or Hommert received any increase in their salary, bonus or other income
to compensate them for their services to us. As to our other
executive officers, we continued their base salaries paid by Eastman Chemical
Company with a modest percentage increase in both 2006 and 2007. We
expect that our remuneration committee will establish future salaries for our
executive officers commensurate with those paid by companies comparable to us
and to FutureFuel Chemical Company, as applicable.
For the
year 2007, we established a bonus pool for the employees of our subsidiary,
FutureFuel Chemical Company. The total bonus target amount was
determined at 10% of the estimated (as of December 15, 2007) after-tax
earnings of FutureFuel Chemical Company for the year ended December 31,
2007. We believe the 10% amount was reasonable and provides an
incentive for such employees to continue implementing the business plan that we
have installed at FutureFuel Chemical Company. Such bonuses were paid
by January 4, 2008. All employees hired after January 1,
2007 received $250. All employees hired prior to January 1, 2007
received 40 hours of pay at their normal hourly rate. Additional
bonuses for nine executive and management employees of FutureFuel Chemical
Company ranged between $15,000 to $25,000 depending upon their positions with
FutureFuel Chemical Company, with the larger bonuses going to Messrs. Baker,
Dortch, Hess and Ladd. All remaining salaried employees of FutureFuel
Chemical Company received one week salary plus an additional amount ranging from
$0 to $6,000 as determined by FutureFuel Chemical Company’s vice presidents of
operations and operations support.
We expect
to establish an annual cash bonus program for fiscal years commencing after 2007
in an amount equal to 10% of after-tax earnings of FutureFuel Chemical Company,
but solely on a discretionary basis. In determining actual bonus
payouts for such years, we expect that the remuneration committee will consider
performance against Company performance goals to be established, as well as
individual performance goals. We expect that this annual cash bonus
program will apply to certain key executives of FutureFuel Chemical Company in
addition to the executives whose compensation is described
herein. The actual amount of bonuses, if any, will be determined near
the end of our fiscal year.
Omnibus
Incentive Plan
Our Board
adopted an Omnibus Incentive Plan which was approved by our shareholders at our
2007 annual shareholder meeting on June 26, 2007. The purpose of
the plan is to:
|
·
|
encourage
ownership in us by key personnel whose long-term employment with or
engagement by us or our subsidiaries (including FutureFuel Chemical
Company) is considered essential to
our
|
|
|
continued
progress and, thereby, encourage recipients to act in our shareholders’
interests and share in our success;
|
|
·
|
encourage
such persons to remain in our employ or in the employ of
our subsidiaries; and
|
|
·
|
provide
incentives to persons who are not our employees to promote our
success.
|
The plan
authorizes us to issue stock options (including incentive stock options and
nonqualified stock options), stock awards and stock appreciation
rights. No stock options, stock awards or stock appreciation rights
were issued during 2007. On April 7, 2008, our remuneration
committee granted 305,000 options to certain of our officers and directors and
to certain offices and other employees of FutureFuel Chemical
Company. The awards are described in the Grants of Plan-Based Awards
table below.
Eligible
participants in the plan include: (i) members of our Board and our
executive officers; (ii) regular, active employees of us or of any of our
subsidiaries; and (iii) persons engaged by us or by any of our subsidiaries
to render services to us or our subsidiaries as an advisor or
consultant.
Awards
under the plan are limited to shares of our common stock, which may be shares
reacquired by us, including shares purchased in the open market, or authorized
but un-issued shares. Awards will be limited to 10% of the issued and
outstanding shares of our common stock in the aggregate, or approximately
2,670,000 shares as of December 31, 2007. Also, as of that date,
the aggregate market value of 2,670,000 shares of our common stock was
approximately $21,360,000.
The plan
will be administered by: (i) our Board; (ii) a committee of our board
appointed for that purpose; or (iii) if no such committee is appointed, our
Board’s remuneration committee (the “Administrator”). On
April 7, 2008, our Board appointed our remuneration committee as
Administrator. The Administrator may appoint agents to assist it in
administering the plan. The Administrator may delegate to one or more
individuals the day-to-day administration of the plan and any of the functions
assigned to the Administrator in the plan. Such delegation may be
revoked at any time. All decisions, determinations and
interpretations by the Administrator regarding the plan and the terms and
conditions of any award granted thereunder will be final and binding on all
participants.
The plan
became effective upon its approval by our shareholders on June 26, 2007 and
continues in effect for a term of ten years thereafter unless amended and
extended by us or unless earlier terminated. The individuals and
number of persons who may be selected to participate in the plan is at the
discretion of the Administrator and were not determined as of December 31,
2007. Likewise, the number of stock options, stock awards and stock
appreciation rights that will be granted, or that would have been granted during
the last completed fiscal year if the plan had been in effect, to eligible
participants pursuant to the plan were not determined at December 31,
2007. However, on April 7, 2008, the Administrator awarded
305,000 stock options to our officers and directors and to certain officers and
employees of FutureFuel Chemical Company. Those awards are described
in the Grants of Plan-Based Awards table below.
The
Administrator may grant a stock option or provide for the grant of a stock
option either from time to time in the discretion of the Administrator or
automatically upon the occurrence of events specified by the Administrator,
including the achievement of performance goals or the satisfaction of an event
or condition within the control of the participant or within the control of
others. Each option agreement must contain provisions regarding:
(i) the number of shares of common stock that may be issued upon exercise
of the option; (ii) the type of option; (iii) the exercise price of
the shares and the means of payment for the shares; (iv) the term of the
option; (v) such terms and conditions on the vesting or exercisability of
the option as may be determined from time to time by the Administrator;
(vi) restrictions on the transfer of the option and forfeiture provisions;
and (vii) such further terms and condition not inconsistent with the plan
as may be determined from time to time by the Administrator. Unless
otherwise specifically determined by the Administrator or otherwise set forth in
the plan, the vesting of an option will occur only while the participant is
employed or rendering services to us or one of our subsidiaries, and all vesting
will cease upon a participant’s termination of employment for any
reason.
The
Administrator may grant annual performance vested
options. Performance will be tied to annual cash flow targets (our
consolidated income plus depreciation plus amortization) in amounts to be
determined. Annual
performance
vested options will vest 25% for each year that the annual cash flow target is
achieved (with provisions for subsequent year catch-ups).
The
Administrator may grant cumulative performance vested
options. Performance will be tied to cumulative cash flow in amounts
to be determined for periods to be determined.
The
Administrator may issue other options based upon the following performance
criteria either individually, alternatively or in any combination, applied to
either the Company as a whole or to a business unit, subsidiary or business
segment, either individually, alternatively or in any combination, and measured
either annually or cumulatively over a period of years, on an absolute basis or
relative to a pre-established target, to previous years’ results or to a
designated comparison group, in each case as specified by the Administrator:
(i) cash flow; (ii) earnings (including gross margin, earnings before
interest and taxes, earnings before taxes, and net earnings);
(iii) earnings per share; (iv) growth in earnings or earnings per
share; (v) stock price; (vi) return on equity or average shareholders’
equity; (vii) total shareholder return; (viii) return on capital;
(ix) return on assets or net assets; (x) return on investment;
(xi) revenue; (xii) income or net income; (xiii) operating income
or net operating income; (xiv) operating profit or net operating profit;
(xv) operating margin; (xvi) return on operating revenue;
(xvii) market share; (xviii) overhead or other expense reduction;
(xix) growth in shareholder value relative to the moving average of the
S&P 500 Index or a peer group index; (xx) strategic plan development
and implementation; and (xxi) any other similar criteria.
Such
options will vest and expire (including on a pro rata basis) on such terms as
may be determined by the Administrator from time to time consistent with the
terms of the plan.
The
Administrator may award our common stock to participants. The grant,
issuance, retention or vesting of each stock award may be subject to such
performance criteria and level of achievement versus these criteria as the
Administrator determines, which criteria may be based on financial performance,
personal performance evaluations or completion of service by the
participant. Unless otherwise provided for by the Administrator, upon
the participant’s termination of employment other than due to death or
retirement, the unvested portions of the stock award and the shares of our
common stock subject thereto will generally be forfeited. Unless
otherwise provided for by the Administrator, if a participant’s termination of
employment is due to death or retirement, all outstanding stock awards will
continue to vest provided certain conditions to be determined are
met. Unless otherwise provided for by the Administrator, if a
participant’s termination of employment is due to his death, a portion of each
outstanding stock award granted to such participant will immediately vest and
all forfeiture provisions and repurchase rights will lapse as to a prorated
number of shares of common stock determined by dividing the number of whole
months since the grant date by the number of whole months between the grant date
and the date that the stock award would have fully vested.
The
Administrator may grant stock appreciation rights either alone or in conjunction
with other awards. The Administrator will determine the number of
shares of common stock to be subject to each award of stock appreciation
rights. The award of stock appreciation rights will not be
exercisable for at least six months after the date of grant except as the
Administrator may otherwise determine in the event of death, disability,
retirement or voluntary termination of employment of the
participant. Except as otherwise provided by the Administrator, the
award of stock appreciation rights will not be exercisable unless the person
exercising the award of stock appreciation rights has been at all times during
the period beginning with the date of the grant thereof and ending on the date
of such exercise, employed by or otherwise performing services for us or one of
our subsidiaries.
In the
event there is a change in control of the Company, as determined by our Board,
our Board may, in its discretion: (i) provide for the assumption or
substitution of, or adjustment to, each outstanding award; (ii) accelerate
the vesting of awards and terminate any restrictions on cash awards or stock
awards; and (iii) provide for the cancellation of awards for a cash payment
to the participant.
Retirement
Benefits
We have
adopted a 401(k) plan for FutureFuel Chemical Company which is generally
available to all of its employees.
The
Remuneration Committee
In 2007,
our remuneration committee consisted of Mr. Levy (chairman), Mr. Knowlton and
Mr. Lorenzini. As of December 31, 2007, each of these
individuals was an “independent director” under the rules of the New York Stock
Exchange, a “Non-Employee Director” within the meaning of Section 16 of the
Exchange Act, and an “outside director” within the meaning of §162(m) of the
Internal Revenue Code of 1986, as amended.
Summary
Compensation Table.
Our
executive officers were paid the following compensation for the three-year
period ended December 31, 2007.
Summary
Compensation Table
|
Person
|
Year
|
Salary
|
|
Bonus(e)
|
|
All
Other
Compensation
(b)
|
|
Total
|
|
|
Paul
A. Novelly(c)
Executive
chairman
FutureFuel
Corp.
|
2007
2006
2005
|
$ 0
$ 0
$ 0
|
|
$ 100,000
$ 0
$ 0
|
|
$ 25,000
$ 0
$ 0
|
|
$ 125,000
$ 0
$ 0
|
|
|
Lee
E. Mikles(c)
Chief
executive officer
FutureFuel
Corp.
|
2007
2006
2005
|
$ 0
$ 0
$ 0
|
|
$ 0
$ 0
$ 0
|
|
$ 25,000
$ 0
$ 0
|
|
$ 25,000
$ 0
$ 0
|
|
|
Douglas
D. Hommert(c)
Executive
vice president,
secretary
and treasurer,
FutureFuel
Corp.
|
2007
2006
2005
|
$ 0
$ 0
$ 0
|
|
$ 0
$ 0
$ 0
|
|
$ 0
$ 0
$ 0
|
|
$ 0
$ 0
$ 0
|
|
|
Randall
W. Powell(a)(d)
President,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 194,231
$ 189,041
n/a
|
|
$ 0
$ 296,232
n/a
|
|
$ 77,619
$ 179,862
n/a
|
|
$ 271,850
$ 665,135
n/a
|
|
|
Benjamin
Ladd(a)
Chief
financial officer,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 147,117
$ 23,750
n/a
|
|
$ 27,885
$ 40,000
n/a
|
|
$ 99,547
$ 0
n/a
|
|
$ 274,549
$ 63,750
n/a
|
|
|
David
Baker(a)
Vice
president -
operations
support,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 170,005
$ 140,618
n/a
|
|
$ 28,270
$ 64,044
n/a
|
|
$ 24,634
$ 28,389
n/a
|
|
$ 222,909
$ 233,051
n/a
|
|
|
Gary
Hess(a)
Vice
president - sales and
marketing,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 170,000
$ 125,984
n/a
|
|
$ 18,268
$
41,500
n/a
|
|
$ 11,359
$ 20,531
n/a
|
|
$ 199,628
$ 188,015
n/a
|
|
|
Samuel
Dortch(a)(f)
Vice
president, operations,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 145,000
n/a
n/a
|
|
$ 27,788
n/a
n/a
|
|
$ 9,689
n/a
n/a
|
|
$ 182,477
n/a
n/a
|
|
__________
(a)
|
Executive
officers of FutureFuel Chemical Company. Prior to
November 1, 2006, Messrs. Powell, Baker, Hess and Dortch were
employed by Eastman Chemical Company. Prior to November 1,
2006, Mr. Ladd was employed by St. Albans Global Management, Limited
Partnership, LLLP, an affiliate of Mr. Novelly. For 2006, the
table includes both amounts paid by FutureFuel Chemical Company as well as
by Eastman Chemical Company, if
applicable.
|
(b)
|
For
Messrs. Novelly and Mikles, includes $25,000 in directors fees for 2007 as
described below. Includes our contributions (including accrued
contributions) to vested and unvested defined contribution plans and the
dollar value of any insurance premiums paid by, or on behalf of, us during
or for the covered fiscal year with respect to life and disability
insurance for the benefit of the named person. 2006 also
includes the following payments by Eastman Chemical Company to or for the
benefit of the named individual: special pay makeup, employee recognition,
personal umbrella, non-qualified stock options to purchase stock of
Eastman Chemical Company, pay-in-lieu of vacation, stock awards to
purchase stock of
|
|
Eastman
Chemical Company, and lump sum payment. 2007 includes a
separation allowance of $55,769 and vacation cash-out of $7,212 for Mr.
Powell, a relocation allowance of $13,077 for Mr. Baker, and nondeductible
moving expenses (grossed up) of $78,746 and deductible moving expenses
(not grossed up) of $11,123 for Mr.
Ladd.
|
(c)
|
Our
executive officers. For the year 2006, we did not pay Messrs.
Novelly, Mikles or Hommert any form of compensation. See the
discussion above. However, we did reimburse them for certain
ordinary and necessary business expenses that they incurred in connection
with our business. We reimbursed an affiliate of Mr. Mikles
$100,000 in 2008 as set forth above for expenses incurred by such
affiliate in 2007 in connection with Mr. Mikles performing services for us
and FutureFuel Chemical Company in
2007.
|
(d)
|
Mr.
Powell retired effective October 1, 2007. However, after
such date, we have employed Mr. Powell as a consultant and have paid him a
consulting fee of $50,000 for 2008. Such amount is not included
in the table above.
|
(e)
|
Earned
in 2007 but paid in 2008.
|
(f)
|
Mr.
Dortch did not become an officer of FutureFuel Chemical Company until
2007.
|
None of
the above-named persons is a party to an employment agreement or employment
arrangement with us or with FutureFuel Chemical Company.
Grants
of Plan-Based Awards.
On
April 7, 2008, the remuneration committee of our Board, as Administrator,
awarded the following stock options under the Plan to the named executive
officers and directors.
|
Name
|
Grant
Date
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
|
|
Exercise
or
Base
Price of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
|
|
|
Paul
A. Novelly
|
April 7,
2008
|
100,000
|
|
$4.00
|
$ 127,967
|
|
|
Paul
G. Lorenzini
|
April 7,
2008
|
100,000
|
|
$4.00
|
$ 127,967
|
|
|
Lee
E. Mikles
|
April
7, 2008
|
10,000
|
|
$4.00
|
$ 12,797
|
|
|
Edwin
A. Levy
|
April 7,
2008
|
10,000
|
|
$4.00
|
$ 12,797
|
|
|
Thomas
R. Evans
|
April 7,
2008
|
10,000
|
|
$4.00
|
$ 12,797
|
|
|
Richard
L. Knowlton
|
April 7,
2008
|
10,000
|
|
$4.00
|
$ 12,797
|
|
|
Donald
C. Bedell
|
April 7,
2008
|
10,000
|
|
$4.00
|
$ 12,797
|
|
|
David
Baker
|
April 7,
2008
|
10,000
|
|
$4.00
|
$ 14,584
|
|
|
Gary
Hess
|
April 7,
2008
|
10,000
|
|
$4.00
|
$ 14,584
|
|
|
Samuel
Dortch
|
April 7,
2008
|
10,000
|
|
$4.00
|
$ 14,584
|
|
|
Benjamin
Ladd
|
April 7,
2008
|
10,000
|
|
$4.00
|
$ 14,584
|
|
Mr.
Novelly, as chairman of our Board, recommended to our remuneration committee
that the above awards (in addition to 15,000 options awarded to certain other
employees of FutureFuel Chemical Company) be awarded. The awards to
Messrs. Novelly and Lorenzini were based upon services provided to us and
FutureFuel Chemical Company in 2007 in reducing expenses and integrating the
business of FutureFuel Chemical Company into our business. The awards
to Messrs. Mikles, Levy, Evans, Knowlton and Bedell were to reward them for
services rendered in 2007 and services to be rendered in 2008 as our
directors. The awards to Messrs. Baker, Hess, Dortch and Ladd vest as
set forth below and were based on services rendered to FutureFuel Chemical
Company in 2007 and to be rendered in subsequent years. As described
below, shares of our common stock trade very little on AIM, and the remuneration
committee did not believe that AIM set the true market price of our
shares. Between March 4 and
April 2,
2008, CRT effected trades of 908,500 shares of our common stock at $3.50 per
share. On April 7, 2008, the bid to CRT was $3.50 per share and
the ask was $4.50 per share. Our remuneration committee believed
these prices were a more reliable indication of the fair market value of our
shares of common stock, and set $4.00 per share as the exercise
price.
Outstanding
Equity Awards at April 15, 2008.
Option
Awards
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#) Unexercisable
|
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Paul
A. Novelly
|
100,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Paul
G. Lorenzini
|
100,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Lee
E. Mikles
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Edwin
A. Levy
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Thomas
R. Evans
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Richard
L. Knowlton
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Donald
C. Bedell
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
David
Baker
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Gary
Hess
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Samuel
Dortch
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
Benjamin
Ladd
|
10,000
|
|
n/a
|
|
$4.00
|
April 7,
2013
|
One-third
of the stock options awarded to Messrs. Baker, Hess, Dortch and Ladd vest on
each of the annual anniversaries of the grant date (i.e., April 7, 2009,
2010 and 2011). The option agreements provide for certain accelerated
vesting consistent with the Plan. The options granted to Messrs.
Novelly, Lorenzini, Mikles, Levy, Evans, Knowlton and Bedell vested upon the
grant. As of the date of this Proxy Statement, none of these options
had been exercised.
Compensation
of Directors.
At this
time, we have determined that we will pay $100,000 compensation to Mr. Lorenzini
for services rendered by Mr. Lorenzini to our subsidiary, FutureFuel Chemical
Company during 2007. Such services included reviewing and, where
appropriate, reducing operating costs. Such amount was determined by
Messrs. Novelly and Mikles, and recommended to and approved by both our
remuneration committee and our Board. In addition, we have determined
to pay to each of our directors, other than Mr. Hommert, $25,000 for services
provided as director in 2007. We believe the founders shares issued
to Mr. Hommert as discussed above were adequate compensation for his services
rendered as a director. The $25,000 was determined by Mr. Novelly as
a reasonable amount and was recommended to the remuneration committee and our
Board, who approved such payments. We also determined to pay our past
director, Mr. William J. Doré, $25,000 for services rendered as a
director. No directors fees have been determined for 2008 or
thereafter, but rather will be set towards the end of our fiscal
year. Directors were awarded stock options as described
above.
The
following is the compensation (exclusive of stock options) our directors earned
for 2007.
|
Director
|
Fees
Earned
or
Paid
in
Cash
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-
Equity
Incentive
Plan
Compensa-
tion
|
|
Change
in Pension
Value
and
Non-
Qualified
Deferred Compensa-
tion
Earnings
|
|
All
Other
Compensa-
tion
|
|
Total
|
|
|
Paul
A. Novelly
|
$ 25,000
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 25,000
|
|
|
Lee
E. Mikles
|
$ 25,000
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 25,000
|
|
|
Edwin
A. Levy
|
$ 25,000
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 25,000
|
|
|
Thomas
R. Evans
|
$ 25,000
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 25,000
|
|
|
Richard
L. Knowlton
|
$ 25,000
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 25,000
|
|
|
Paul
G. Lorenzini
|
$ 125,000
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 125,000
|
|
|
William
J. Doré
|
$ 25,000
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 25,000
|
|
|
Douglas
D. Hommert
|
$
0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
$
0
|
|
Compensation
Committee Interlocks and Insider Participation.
The
members of our remuneration committee during 2007 were Mr. Levy, Mr.
Knowlton and Mr. Lorenzini and the committee was chaired by Mr.
Levy. None of such individuals were an officer or employee of the
Company in 2007.
Mr.
Novelly, our executive chairman of the board, and Mr. Mikles, our chief
executive officer and one of our directors, are both directors of Boss Holdings,
Inc. Mr. Novelly is a member of Boss Holdings, Inc.’s compensation
committee and Mr. Mikles is a member of its audit committee. Mr.
Novelly, Mr. Levy, one of our directors and a member of our remuneration
committee, and Mr. Bedell, one of our directors and chairman of our remuneration
committee, are directors of World Point Terminal Inc.; World Point Terminal Inc.
does not have a separate compensation committee.
Compensation
Committee Report.
The
remuneration committee of our Board reviewed and discussed the Compensation
Discussion and Analysis set forth above with our management. Based on
this review and discussions, the remuneration committee recommended to our Board
that the Compensation Discussion and Analysis be included in this Proxy
Statement.
Donald C.
Bedell, Edwin A. Levy and Richard L. Knowlton
Transactions
with Related Persons.
Sales
of Products
From time
to time, FutureFuel Chemical Company may sell to Apex Oil Company, Inc. and/or
its affiliates biofuels (including biodiesel and bioethanol) produced by
FutureFuel Chemical Company, and Apex Oil Company, Inc. and/or its affiliates
may sell to FutureFuel Chemical Company diesel fuel, gasoline and other
petroleum products for use in FutureFuel Chemical Company’s biofuels
business. Such sales will be at then posted prices for comparable
products plus or minus applicable geographical differentials.
Time
Sharing Agreement
Effective
April 18, 2007, we entered into a Time Sharing Agreement with Apex Oil
Company, Inc. pursuant to which Apex Oil Company, Inc. leases certain airplanes
to us. Pursuant to this Time Sharing Agreement, we are charged for
certain expenses incurred with respect to specific flights of the airplanes
while they are being used for our business purposes.
Review,
Approval or Ratification of Transactions with Related Persons.
Any
transaction in which we (or one of our subsidiaries) are a participant, the
amount involved exceeds the lesser of $120,000 or 5% of our net income, total
assets or total capital, and in which any party related to us has or will have a
direct or indirect material interest must be approved by a majority of the
disinterested members of our Board as fair to us and our
shareholders. This policy was adopted by our Board on January 8,
2007 and can be found at our internet website at http://ir.futurefuelcorporation.com/governance.cfm. A
copy will also be provided free of charge pursuant to written request to our
corporate secretary.
In
addition, we adopted a Code of Ethics and Business Conduct which sets forth
legal and ethical standards of conduct for our directors, officers and employees
and the directors, officers and employees of our subsidiaries, including
FutureFuel Chemical Company. This Code is designed to deter
wrongdoing and to promote: (i) honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; (ii) full, fair, accurate, timely and
understandable disclosure in reports and documents that we file with, or submit
to, the SEC and in other public communications made by us; (iii) compliance
with applicable governmental laws, rules and regulations; (iv) the prompt
internal reporting of violations of this Code to appropriate persons identified
in this Code; and (v) accountability for adherence to this
Code. This Code was adopted by our Board on November 30, 2005,
is in writing and can be found through the “Investor Relations - Corporate
Governance” section of our internet web site at http://ir.futurefuelcorporation.com/governance.cfm. A
copy also will be provided free of charge pursuant to written request to our
corporate secretary.
Each of
the transactions described above (under the caption “Transactions with Related
Persons”) was undertaken in compliance with our Code of Ethics and Business
Conduct and approved by a majority of the disinterested members of our
Board.
Shareholder
Communications.
Any
shareholder who wishes to contact the Board or any individual director serving
on the Board may do so by written communication mailed to: Board (Attention:
Name of Director(s), if appropriate), Corporate Secretary, FutureFuel Corp.,
8235 Forsyth Blvd., 4th Floor,
Clayton, Missouri 63105. Any proper communication received will be
processed by our corporate secretary as agent for the Board. A copy
of the communication will be promptly forwarded to each member of the Board or,
if appropriate, to the member(s) of the Board named in the
communication. The original shareholder communication will be
maintained on file in our corporate secretary’s office and made readily
available to any director who should wish to review it.
Shareholder
Proposals for the Next Annual Meeting.
Any
shareholder desiring to make a proposal to be acted upon at the 2009 Annual
Meeting of our shareholders must present such proposal to us at our principal
office set forth above by January 15, 2009 for the proposal to be
considered for inclusion in our proxy statement for that Annual
Meeting.
In
addition to any other applicable requirements, for business properly to be
brought before an annual meeting by a shareholder, our bylaws provide that the
shareholder must have given timely notice thereof in proper written form to our
corporate secretary. To be timely, a shareholder’s notice must be
delivered to or mailed and received at our principal office not less than 30
days nor more than 60 days prior to the annual meeting; provided, however, that
in the event that less than 40 days’ notice or prior public disclosure of the
date of the annual meeting is given or made to shareholders, notice by the
shareholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. To be
in proper written form, a shareholder’s notice to our corporate secretary must
set forth in writing as to each matter the shareholder proposes to bring before
the annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reason for conducting such business at
the annual meeting; (ii) the name and address, as they appear on our books,
of the shareholder proposing such business; (iii) the class and number of
shares of our stock which are beneficially owned by the shareholder; and
(iv) any material interest of the shareholder in such
business.
Shareholder
nominations for director must comply with the notice and informational
requirements described above for other shareholder proposals, as well as
additional information that would be required under applicable SEC
proxy
rules and the policies of the nominating committee of our Board, particularly
appendices A, B and C of the Nominating Committee Charter. A
copy of our Nominating Committee Charter may be found on our internet web site
at http://ir.futurefuelcorporation.com/governance.cfm. In
addition, a copy may be obtained free of charge through a written request to us
at our principal office set forth above, attention corporate
secretary.
Financial
Information - Annual Report.
Our
Annual Report for the year ended December 31, 2007 is included
herewith. We will provide without charge additional copies of our
Annual Report upon written request. Requests and related inquiries
should be directed to Corporate Secretary, FutureFuel Corp., 8235 Forsyth Blvd.,
4th
Floor, Clayton, Missouri 63105.
Other
Business.
The Board
knows of no other matter to come before the Annual Meeting. However,
if any other matter requiring a vote of the shareholders arises, it is the
intention of the persons named in the accompanying shareholder proxy to vote
such proxy in accordance with their best judgment.
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By
Order of the Board of Directors
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Secretary |
May __,
2008
FUTUREFUEL
CORP.
ANNUAL
MEETING JUNE 24, 2008
SHAREHOLDER
PROXY CARD
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
FUTUREFUEL
CORP.
P
R
O
X
Y
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The
undersigned shareholder of FutureFuel Corp., a Delaware corporation
(“Company”), appoints Lee E. Mikles and Douglas D. Hommert, or either of
them, with full power to act alone, the true and lawful attorney-in-fact
of the undersigned, with full powers of substitution and revocation, to
vote all shares of stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held at
8235 Forsyth Blvd., 4th
Floor, Clayton, Missouri 63105 on June 24, 2008 at 10:00 a.m. local time
and at any adjournment thereof, with all powers the undersigned would
possess if personally present, as follows:
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS OF THE
UNDERSIGNED. IF NO INSTRUCTION TO THE CONTRARY IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE
NOMINEES FOR DIRECTOR DESCRIBED IN PROPOSAL ONE, FOR THE
CANCELLATION OF THE ADMISSION OF THE COMPANY’S COMMON STOCK TO AIM AS
DESCRIBED IN PROPOSAL TWO, AND FOR
RATIFICATION OF THE INDEPENDENT AUDITORS FOR 2007 AND 2008 DESCRIBED IN
PROPOSAL THREE, AS SHOWN ON THE REVERSE SIDE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE NAMED
ATTORNEYS-IN-FACT.
|
(Continued
on reverse side)
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Please
mark x
your
votes as
indicated
in
this
example
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE
LISTED IN PROPOSAL 1 AND “FOR”
PROPOSALS 2 AND 3.
1. Election
of each of the following individuals as Director of FutureFuel Corp. as
described in Proposal One of the Proxy Statement
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FOR
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WITHHOLD
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Lee E. Mikles
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Edwin A. Levy
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Thomas R. Evans
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Donald C.
Bedell
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FOR
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AGAINST
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ABSTAIN
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2. Approve
the cancellation of the admission of FutureFuel Corp.’s common stock to
the Alternative Investment Market of the London Stock Exchange plc as
described in Proposal Two of the Proxy Statement
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|
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FOR
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AGAINST
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ABSTAIN
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3. Ratification
of the appointment of RubinBrown LLP as FutureFuel Corp.’s independent
auditors for 2007 and 2008 as described in Proposal Three of the Proxy
Statement.
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|
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The
undersigned hereby ratifies and confirms all that said attorney-in-fact, or
either of them or their substitutes, may lawfully do or cause to be done hereof,
and acknowledges receipt of the Notice of the FutureFuel Corp Annual Meeting and
Proxy Statement.
Date ________________________,
2008
_________________________________
Signature(s)
_________________________________
Signature(s)
_________________________________
Title or
Authority
Please
insert date of signing. Sign exactly as name appears at left. Where stock is
issued in two or more names, all should sign. If signing as attorney,
administrator, executor, trustee or guardian, give full title as such. A
corporation should sign by an authorized officer and affix
seal.
(ADDRESS)
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
w FOLD AND DETACH HERE
w
MAIL
·
|
Mark,
sign and date the proxy card
|
·
|
Detach
the proxy card above
|
·
|
Return
the proxy card in the postage-paid envelope
provided
|
FUTUREFUEL
CORP.
ANNUAL
MEETING JUNE 24, 2008
WARRANT
HOLDER PROXY CARD
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
FUTUREFUEL
CORP.
P
R
O
X
Y
|
The
undersigned holder of warrants issued by FutureFuel Corp., a Delaware
corporation (“Company”), appoints Lee E. Mikles and Douglas D. Hommert, or
either of them, with full power to act alone, the true and lawful
attorney-in-fact of the undersigned, with full powers of substitution and
revocation, to vote all warrants of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to
be held at 8235 Forsyth Blvd., 4th
Floor, Clayton, Missouri 63105 on June 24, 2008 at 10:00 a.m. local time
and at any adjournment thereof, with all powers the undersigned would
possess if personally present, as follows:
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS OF THE
UNDERSIGNED. IF NO INSTRUCTION TO THE CONTRARY IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE
CANCELLATION OF THE ADMISSION OF THE COMPANY’S WARRANTS TO AIM AS
DESCRIBED IN PROPOSAL TWO, AS SHOWN ON THE REVERSE
SIDE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE NAMED
ATTORNEYS-IN-FACT.
|
(Continued
on reverse side)
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Please
mark x
your
votes as
indicated
in
this
example
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL
2.
|
FOR
|
AGAINST
|
ABSTAIN
|
1. Approve
the cancellation of the admission of FutureFuel Corp.’s warrants to the
Alternative Investment Market of the London Stock Exchange plc as
described in Proposal Two of the Proxy Statement
|
|
|
|
The
undersigned hereby ratifies and confirms all that said attorney-in-fact, or
either of them or their substitutes, may lawfully do or cause to be done hereof,
and acknowledges receipt of the Notice of the FutureFuel Corp Annual Meeting and
Proxy Statement.
Date ________________________,
2008
_________________________________
Signature(s)
_________________________________
Signature(s)
_________________________________
Title or
Authority
Please
insert date of signing. Sign exactly as name appears at left. Where warrant is
issued in two or more names, all should sign. If signing as attorney,
administrator, executor, trustee or guardian, give full title as such. A
corporation should sign by an authorized officer and affix
seal.
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
w FOLD AND DETACH HERE w
MAIL
·
|
Mark,
sign and date the proxy card
|
·
|
Detach
the proxy card above
|
·
|
Return
the proxy card in the postage-paid envelope
provided
|