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EX-31.1 - EX-31.1 - CTI GROUP HOLDINGS INC | w78314exv31w1.htm |
EX-31.2 - EX-31.2 - CTI GROUP HOLDINGS INC | w78314exv31w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-34221
CTI GROUP (HOLDINGS) INC.
(Exact name of registrant as specified in its charter)
Delaware | 51-0308583 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
333 North Alabama St., Suite 240 Indianapolis, IN |
46204 | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code (317) 262-4666
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class | Name of each exchange on which registered | |
Class ACommon Stock, $0.01 par value per share | n/a |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
o Yes
þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
o Yes
þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
the definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). o Yes þ No
The aggregate market value of the voting and non-voting common equity of the registrant held
by non-affiliates based on the closing price of the Class A Common Stock on the last business day
of the registrants most recently completed second fiscal quarter (June 30, 2009) was $809,290.
As April 23, 2010, there were outstanding 29,178,271 shares (including treasury shares of
140,250) of the registrants Class A Common Stock, $0.01 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 is to amend the Annual Report on Form 10-K (Form 10-K)
for the year ended December 31, 2009, as filed with the SEC on March 26, 2010, to include the
information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K, which CTI Group
(Holdings) Inc., referred to as CTI, the Company, we, us or our in this document,
intended to incorporate by reference from CTIs definitive proxy statement in connection with the
2010 Annual Stockholders Meeting. This amendment is not intended to update any other information
presented in the annual report as originally filed.
TABLE OF CONTENTS
Page | ||
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors
Our Certificate of Incorporation, as amended (the Certificate of Incorporation), divides our
board of directors into three classes: Class I, Class II and Class III having staggered terms of
office. Directors of each class of our board of directors serve for a term of three years and
until their successors have been elected and qualified, except in the event of their earlier
resignation or removal.
The following table sets forth information about our directors all of whom continue to serve
in such capacity:
Name | Position Held in CTI | Class | Director Since | Term Expires | ||||||||
Harold D. Garrison
|
Director | I | 2001 | 2010 | ||||||||
Salah N. Osseiran
|
Director | I | 2002 | 2010 | ||||||||
Thomas W. Grein
|
Director | II | 2001 | 2011 | ||||||||
Bengt Dahl
|
Director | II | 2005 | 2011 | ||||||||
Rupert D. Armitage
|
Director | III | 1995 | 2009 | ||||||||
Michael J. Reinarts
|
Director | II | 2009 | 2012 | ||||||||
John Birbeck
|
Chairman, President and Chief Executive Officer | III | 2001 | 2009 |
The following table sets forth information regarding the business experience of our current members
of the board of directors during the past five years, unless indicated otherwise.
Name and Age(1) | Business Experience During Past Five Years | |
John Birbeck (55)
Chairman, President and
Chief Executive Officer
|
Mr. Birbeck was appointed Chairman on July 5, 2005 and President and Chief Executive Officer on September 13, 2005. Mr. Birbeck, a citizen of the United Kingdom, has served as our director since June, 2001. In 1997, Mr. Birbeck founded Network Achemy Ltd. From 1997 until 2001, Mr. Birbeck served as director of Network Achemy Ltd. From 2000 until 2001, Mr. Birbeck served as director of Avaya Communications. Since 2001, Mr. Birbeck has been working as a consultant advising new technology start-up companies in the United Kingdom. Mr. Birbeck also was a founder of Seer Ltd. in 2000 and serves as its director. Mr. Birbecks management experience at CTI and director experience in the technology services industry provides unique insight about the challenges CTI faces due to a rapidly changing competitive marketplace. |
Name and Age(1) | Business Experience During Past Five Years | |
Rupert D. Armitage (62)
|
Mr. Armitage, a citizen of the United Kingdom, has been our director since November 1995. He is a founding member of three software-related companies in the United Kingdom: Ambit Research Ltd. formed in 1987, Information from Data Ltd. formed in 1993 and Feefo.com formed in 2006. Mr. Armitage provides insight about the technology services, and software industries and advice about capital markets, financings and corporate development strategies. | |
Bengt Dahl (61)
|
Mr. Dahl, a citizen of Sweden, has served as our director since July 2005. He served as an advisor to our board of directors from 2003 until July 2005. Mr. Dahl is also a director of Fairford Holdings Limited, a company which owned approximately 64% of the Companys Class A common stock as of April 23, 2010. See Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Mr. Dahl also serves as a director of a number of private and public European companies, which are affiliated with Mr. Osseiran, our director and majority stockholder, including Byggelit AB, Safegare Int ´l AB, Axel Christiernsson Int ´l AB and Skultuna Flexible AB. Mr. Dahls international management and investment banking experience provides valuable insight on international capital markets and management oversight. His experience with mergers and acquisitions provides CTI with insight on acquisition and corporate strategies. | |
Harold D. Garrison (61)
|
Mr. Garrison became our director in February, 2001 in connection with the merger between Centillion Data Systems, LLC (Centillion) and CTI Group (Holdings) Inc. (the Centillion Merger). Mr. Garrison served as Chairman of Centillion from 1988 until the Centillion Merger in February 2001. He also has served as Chairman and Chief Executive Officer of HDG Mansur Group, an international real estate company, since 1982 and served as Chairman of Xila Communications, Inc. from 1983 to 1999. Mr. Garrison has served as the Managing Member of Sunset, LLC. Mr. Garrisons experience in international capital markets and operations brings global management oversight perspective to CTI. | |
Thomas W. Grein (58)
|
Mr. Grein became our director in February 2001 in connection with the Centillion Merger. Mr. Grein served as director of Centillion from October, 1999 until the Centillion Merger. Mr. Grein has been Senior Vice-President and Treasurer of Eli Lilly and Company, a pharmaceutical company, since January, 2000. He served as Executive Director of Investor Relations and Assistant Treasurer from 1994 to 1998 and Executive Director of Finance from 1998 to 2000 in Eli Lilly and Company. Mr. Grein is a member of the board of directors of the Indiana Chamber of Commerce, Walther Cancer Institute, LYNX Capital Corporation, Park Tudor School Board of Trustees, Fuqua School, Health Sector Advisory Board at Duke University and Indianapolis Symphony Investment Committee. Mr. Greins financial leadership and international experience provides valuable insight on corporate governance, financial reporting and capital market matters. |
Name and Age(1) | Business Experience During Past Five Years | |
Salah N. Osseiran (55)
|
Mr. Osseiran, a Lebanese citizen, became our director in February 2001, in connection with the Centillion Merger, and served until his resignation in September 2001. He was a director of Centillion from 1987 until the Centillion Merger. Since September 2002, Mr. Osseiran has served as our director. Mr. Osseiran has been the President and Chief Executive Officer of Business Projects Company (BPC), a Lebanese company located in Beirut, since 1995. BPC owns a bottled water company operating in Lebanon and interests in the other business activities in the Middle East. Mr. Osseiran has also been since 1995 a director of the holding companies: Salsel Corporation Limited, Hawazen (BVI) Corp. and Fairford Holdings Limited. Mr. Osseiran brings global perspective from his leadership positions and experience in international enterprises and transactions. | |
Michael J. Reinarts (55)
|
Mr. Reinarts became our director in June 2009. He served as an advisor to our board of directors from October 2008 until June 2009. Mr. Reinarts began his career at Arthur Andersen & Co in 1976. Since 1999, he has served as Executive Vice President for the Pohlad Companies. Pohlad Companies include large sports franchises, financial companies, commercial real estate companies, cargo and passenger transport, entertainment and media development and distribution. Mr. Reinarts is actively involved in acquisition due diligence, financial and management restructuring and credit facilitation. Mr. Reinarts experience with mergers and acquisitions and his industry experience, both from an investment banking perspective and an executive perspective, provides CTI with insight on acquisition and corporate strategies |
(1) | As of April 23, 2010. |
Non-Director Executive Officer
The following table sets forth information regarding the business experience of our non-director
executive officer:
Name and Age(1) | Business Experience During Past Five Years | |
Manfred Hanuschek (49)
|
Mr. Hanuschek has been our Chief Financial Officer since June 2000 and our Secretary since February 2002. From April 1999 to July 1999, Mr. Hanuschek was employed by us as Chief Financial Officer. Mr. Hanuschek was Senior Vice-President and Chief Financial Officer of IGI, Inc., from July 1999 to June 2000. Mr. Hanuschek was Chief Financial Officer with ICC Technologies, Inc. from 1994 to 1998. |
(1) | As of April 23, 2010. |
Audit Committee
We have a separately-designated standing Audit Committee. The audit committee consists of two
directors, Messrs. Armitage and Grein. Mr. Grein serves as our audit committees chairman, and the
board has determined that Mr. Grein is an audit committee financial expert.
Code of Ethics
The Companys board of directors adopted the Corporate Code of Ethics that applies to the Companys
directors, officers and employees, including the Companys Chief Executive Officer (i.e., the
principal executive officer), Chief Financial Officer (i.e., the principal financial officer),
Principal Accounting Officer, Controller and any other person performing similar functions. A copy
of the Code of Ethics is attached as Exhibit 14.1 to the Companys Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission (referred to as the SEC) on March 30, 2004.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (referred to as the Exchange
Act), requires CTIs directors, officers and persons who beneficially own more than 10% of CTIs
Class A common stock (collectively referred to as insiders) to file reports of ownership and
changes in ownership of CTIs Class A common stock with the SEC. The SEC regulations require
insiders to furnish CTI with copies of all Section 16(a) forms filed. Based solely on CTIs review
of the copies of such forms received by CTI, CTI believes that the insiders complied with all
applicable Section 16(a) filing requirements for fiscal year 2009, except that Mr. Garrison filed a
Form 4 late, reporting an acquisition of common stock.
Item 11. Executive Compensation
Executive Officers
Summary Compensation Table
The following table sets forth information regarding compensation awarded to, earned by or paid to
CTIs chief executive officer and the other executive officer (collectively referred to as named
executive officers) whose total compensation for the fiscal year ended December 31, 2009 exceeded
$100,000 for all services rendered in all capacities to CTI and our subsidiaries.
Summary Compensation Table
Non-equity | ||||||||||||||||||||||||
Incentive Plan | All Other | |||||||||||||||||||||||
Salary | Option Awards | Compensation | Compensation | Total | ||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) (1) | ($) (2) | ($) (3) | ($) | ||||||||||||||||||
2009 | $ | 314,845 | $ | 5,356 | $ | | $ | 39,499 | $ | 359,700 | ||||||||||||||
John Birbeck, Chairman, President |
2008 | $ | 305,675 | $ | | $ | | $ | 42,013 | $ | 347,688 | |||||||||||||
and Chief Executive Officer |
2007 | $ | 294,250 | $ | 123,466 | $ | 69,500 | $ | 42,566 | $ | 529,782 | |||||||||||||
2009 | $ | 223,507 | $ | 12,146 | $ | | $ | 40,672 | $ | 276,325 | ||||||||||||||
Manfred Hanuschek, Chief |
2008 | $ | 216,997 | $ | | $ | 66,239 | $ | 33,925 | $ | 317,161 | |||||||||||||
Financial Officer and Secretary |
2007 | $ | 208,820 | $ | 40,071 | $ | 49,500 | $ | 33,571 | $ | 331,962 |
(1) | Represents grant date fair value of options granted in each year in accordance with the Financial Accounting Standards Boards Accounting Standards Topic 718. See Part II, Item 8 - Notes to the Consolidated Financial Statements for the year ended December 31, 2009, Note 8, Stock Based Compensation for a description of valuation assumptions used in the calculation of grant date fair value. In fiscal 2009, Mr. Birbeck was granted options to purchase 50,000 shares of CTIs Class A common stock at an exercise price of $0.09 per share. In fiscal 2009, Mr. Hanuschek was granted options to purchase 200,000 shares of CTIs Class A common stock at an exercise price of $0.08 per share. In fiscal 2007, Mr. Birbeck was granted options to purchase 100,000 shares of CTIs Class A common stock at and exercise price of $0.34 per share; 340,782 shares of CTIs Class A common stock at an exercise price $0.35 per share and 250,000 shares of CTIs Class A common stock at an exercise price of $0.31 per share. In fiscal 2007, Mr. Hanuschek was granted options to purchase 300,000 shares of CTIs Class A common stock at an exercise price of $0.34 per share. |
(2) | There was no fiscal year 2009 performance bonus awarded. Fiscal year performance bonus for 2008 and 2009 were paid in 2009 and 2008, respectively. Mr. Birbecks 2008 performance bonus award was cancelled in fiscal 2009. No payments were made to Mr. Birbeck in connection with the 2008 performance bonus award. | |
(3) | In fiscal 2009, CTI paid the following amounts as 401(k) Plan employer contributions, insurance premiums, annual automobile allowance, club membership dues, temporary housing, personal travel, and furniture for temporary living, to Messrs. Birbeck and Hanuschek: Mr. Birbeck -$0, $5,169, $6,613, $0, $10,814, and $16,903, respectively; Mr. Hanuschek $12,250, $16,433, $6,551, $5,438, $0, and $0, respectively. |
Employment Agreements
John Birbeck
On February 1, 2006, we entered into an employment agreement with Mr. Birbeck, effective as of
September 13, 2005, pursuant to which Mr. Birbeck serves as our President and Chief Executive
Officer and in such other positions as reasonably may be assigned by the Board or the Executive
Committee.
The employment agreement with Mr. Birbeck commenced on September 13, 2005 for a term of one year.
The agreement renews automatically for additional one-year terms unless either party gives the
other party written notice of non-renewal at least 90 days prior to any anniversary date. Mr.
Birbecks salary will be reviewed at least annually by the Board to determine if an increase is
appropriate in its sole discretion. His salary may not be decreased under the terms of the
employment agreement, and Mr. Birbeck agreed to waive any fee otherwise payable to him for his
services as Chairman of the Board.
No later than January 31 of each calendar year that Mr. Birbeck is employed by us pursuant to the
employment agreement, Mr. Birbeck and the Board must confer and agree on performance targets and
goals to be achieved for that calendar year and the amount of a bonus to be paid to Mr. Birbeck
depending on the extent of attainment of such targets and goals. The agreement reached by Mr.
Birbeck and the Board will be attached as an addendum to the Agreement each calendar year. Since
2006, however, the Board and Mr. Birbeck have historically achieved this result through direct
discussions without amending his employment agreement. The parties agree that the amount of bonus
payable to Mr. Birbeck for full achievement of all targets and goals in any calendar year will be
no less than $250,000 and may exceed that amount if deemed appropriate by the Board in its sole
discretion. In the event that Mr. Birbecks employment with the Company ends during the course of a
calendar year, Mr. Birbeck will be eligible for a pro rata amount of the any bonus he would have
received if he had remained employed for the full calendar year.
Mr. Birbeck will be entitled to five weeks of paid vacation per year, with no right to carry over
vacation to the next year, but unused vacation may be sold back to us. Mr. Birbeck will be paid a
non-accountable automobile allowance of $500 per month for each full month during the term of the
employment agreement. We will also reimburse Mr. Birbecks life partner for the annual airfare
expenses for up to twelve round trips each calendar year from the United States to the United
Kingdom and for her health insurance coverage. We must also reimburse Mr. Birbeck for his housing
expenses in the United States, not to exceed $1,800 per month without our prior approval, until
such time as he obtains permanent housing in the United States. Mr. Birbeck did not obtain
permanent housing in the United States. Mr. Birbeck will also be paid a furnishing and household
goods allowance in the amount of $12,000 and will be reimbursed up to $80,000 to transport his
personal goods from the United Kingdom to the United States.
We were required to grant to Mr. Birbeck an option to purchase 500,000 shares of Class A common
stock within 30 days of entering into the agreement, which option immediately vested in full upon
grant. We were also required to grant to Mr. Birbeck options to purchase 250,000 shares of Class A
common stock on September 13, 2006 and September 13, 2007, which options vested in full on the
respective dates of the grants. The exercise price per share for each such option was the fair
market value of our Class A common stock on the dates of each of the grants.
Mr. Birbeck is subject to confidentiality restrictions and is not permitted to compete with us
during the term of his employment with us and for 90 days thereafter.
Mr. Birbeck may terminate his employment at any time by giving at least 90 days advance written
notice of his voluntary resignation to the Board. We may terminate Mr. Birbecks employment for any
reason upon the approval of the Board or the Executive Committee by giving Mr. Birbeck 90 days
advance written notice. Mr. Birbecks employment will be immediately terminated upon his death or
disability, as defined in the employment agreement, or upon the mutual agreement of the parties.
If the Board or Executive Committee terminates Mr. Birbecks employment, we must pay Mr. Birbeck
three months salary at Mr. Birbecks then current base annual salary and an additional amount of
the greater of $62,500 or 25% of the maximum annual bonus. As a condition to receiving such
separation pay, Mr. Birbeck must execute a release in a form satisfactory to us.
If Mr. Birbecks employment otherwise terminates pursuant to death, disability or a notice of
non-renewal sent by either party prior to any anniversary date of the employment agreement, we will
pay Mr. Birbeck all accrued and unpaid salary and benefits, as well as all unreimbursed business
expenses that may be paid to Mr. Birbeck, through the date of termination of employment.
Manfred Hanuschek
We entered into an employment agreement with Manfred Hanuschek as of May 30, 2000, which was
amended as of January 18, 2002. Pursuant to his employment agreement, Mr. Hanuschek served as our
Chief Financial Officer for an initial period of three years commencing on January 18, 2002. The
employment agreement renews for successive periods of one year, subject to termination as described
below. The current agreement term automatically renewed on January 18, 2010. Mr. Hanuscheks base
salary is subject to yearly review. In addition to the salary, Mr. Hanuschek may receive cash
bonuses, as determined by our president or the Board, in his or its sole discretion. Under the
employment agreement, Mr. Hanuschek is entitled to automobile allowance, reimbursement of specified
expenses and to participation in any savings, 401(k), pension, group medical and other similar
plans.
The employment agreement may be terminated upon notice of termination sent by either party to the
agreement at least six months prior to the end of a term, with termination effective as of the end
of that term. Mr. Hanuschek will be entitled to a severance payment equal to half of his then
current annual salary and to continued group medical and dental benefits and an automobile
allowance for a six month period following termination of his employment.
Mr. Hanuschek may terminate the employment agreement in the event of a change of control or change
of management and, in such an event, would be entitled to a severance payment equal to his then
current annual salary, payable over a twelve-month period after the termination date, and group
medical and dental benefits during that twelve-month period.
We may terminate Mr. Hanuscheks employment for cause at any time. Pursuant to the employment
agreement, the term cause means:
materially failing to perform his duties under the agreement, other than the failure due
to Mr. Hanuscheks physical or mental illness;
committing an act of dishonesty or breach of trust, or acting in a manner that is inimical
or injurious to our business or interests;
violating or breaching any of the provisions of the employment agreement, and failing to
cure such breach within 30 days after the receipt of written notice identifying the breach;
intentionally acting or failing to act, resulting directly in gain to or personal
enrichment of Mr. Hanuschek and injury to us; or
being indicted for or convicted of a felony or any crime involving larceny, embezzlement
or moral turpitude.
The agreement prohibits Mr. Hanuschek from divulging confidential information regarding our
business except with our prior written consent or except in the proper course of his employment.
During Mr. Hanuscheks employment and for a period of six months thereafter, Mr. Hanuschek may not
compete with us. After termination of the employment agreement, this noncompetition covenant is in
effect as long as the required severance payment continues to be made.
Non-Equity Incentive Plan Compensation Awards in 2009
Messrs. Birbeck and Hanuschek were entitled to receive a cash bonus up to $145,000 and
$80,000, respectively, if the Company achieved objective financial performance targets based upon
the 2009 budget and other accomplishments during the year. In considering whether to pay these cash
bonuses, and the amount of such payments, our compensation committee had the discretion to award a
bonus even if some or all of the objective performance criteria were not met. The compensation
committee considered financial performance of the Company, the significance and nature of
activities of the named executive officer, and the quality of the named executive officers
performance, during the year. Based on the foregoing, the compensation committee determined not to
award Messrs. Birbeck or Hanuschek a bonus for 2009 performance.
Non-Equity Incentive Plan Compensation Awards in 2008
In 2008, Messrs. Birbeck and Hanuschek received a cash performance bonus of $229,594 and $66,238,
respectively; however, Mr. Birbecks bonus was cancelled in 2009. These bonuses were, in part,
determined by reference to our achievement of objective financial performance targets based upon
our 2008 budget and other accomplishments during the year. In considering whether to pay these cash
bonuses, and the amount of such payments, our compensation committee had the discretion to award a
bonus even if some or all of the objective performance criteria were not met. The compensation
committee could consider, for example, the significance and nature of activities of the named
executive officer, and the quality of the named executive officers performance, during the year.
Terms of Option Grants in 2009 and 2007
During the fiscal year ended December 31, 2009, Mr. Birbeck was granted an option under the CTI
Group (Holdings) Inc. Stock Incentive Plan to purchase 50,000 shares of Class A common stock at an
exercise price of $0.09 per share. This option vests in three equal annual installments beginning
on the first anniversary of the date of grant. During the fiscal year ended December 31, 2009, Mr.
Hanuschek was granted an option under the Stock Incentive Plan to purchase 200,000 shares of Class
A common stock, at an exercise price of $0.08 per share. This option vests in three equal annual
installments beginning on the first anniversary of the date of grant. All of these options expire
10 years from the date of grant.
No awards were made in 2008.
During the fiscal year ended December 31, 2007, Mr. Birbeck was granted an option under the Stock
Incentive Plan to purchase 100,000 shares of Class A common stock at an exercise price of $0.34 per
share, an option under our Stock Incentive Plan to purchase 340,782 shares of Class A common stock
at an exercise price of $0.35 per share, and an option outside of the Stock Incentive Plan to
purchase 250,000 shares of Class A common stock at an exercise price of $0.31 per share. The option
grants of 340,782 shares and 250,000 shares vested immediately upon grant and the grant of 100,000
shares will vest in three equal annual installments
beginning on the first anniversary of the date of grant. During the fiscal year ended December
31, 2007, Mr. Hanuschek was granted an option under the Stock Incentive Plan to purchase 300,000
shares of Class A common stock, at an exercise price of $0.34 per share. This option vests in three
equal annual installments beginning on the first anniversary of the date of grant. All of these
options expire 10 years from the date of grant.
Amended and Restated Stock Option and Restricted Stock Plan
Our stockholders approved the Amended and Restated Stock Option and Restricted Stock Plan at our
2002 Annual Meeting of Stockholders held on May 30, 2002. The option plan provides incentives to
our or our subsidiaries designated officers and other employees, members of our Board and
independent contractors and consultants who perform services for us. The option plan enables us to
attract and retain personnel and to encourage them to obtain a proprietary interest in us. The
option plan has been replaced with the Stock Incentive Plan. No new grants are being made under the
option plan. Grants that were made under the option plan prior to date our stockholders approved
the stock incentive plan will continue to be administered under the option plan.
The Board or a committee thereof comprised of at least two members will administer and interpret
the option plan. Each committee member must meet the definition of a non-employee director within
the meaning of Rule 16b-3(b)(3) of the Exchange Act. The committee has the sole authority to
determine:
the persons eligible to receive grants;
the type, size, and terms of grants;
the time when grants will be made;
the duration of any exercise or restriction period;
any restrictions on resale applicable to the shares to be issued or transferred pursuant
to the grants; and
; any other matters arising under the option plan.
Awards under the option plan include:
incentive stock options (except that we are no longer permitted to grant incentive stock
options under the option plan);
nonqualified stock options, including directors grants, as described below; and
restricted stock grants, defined as grants of shares of Class A common stock pursuant to
an incentive or long range compensation plan, program or contract approved by the committee.
The option plan provides for special directors grants of nonqualified stock options to purchase up
to 30,000 shares of Class A common stock vesting over a three-year period for each of the
non-employee members of the Board who serves on the committee. A non-employee director who serves
on the committee may receive a directors grant at the start of the directors service to us as a
committee member. Directors grants may be awarded only in the sole discretion of the Board. Upon a
change of control, a sale or exchange of our assets, or our dissolution, liquidation, merger or
consolidation in which we are not the surviving corporation, any vesting restrictions imposed under
a directors grant will immediately lapse.
All participants in the option plan are eligible to receive nonqualified stock options and
restricted stock grants. The maximum number of shares of Class A common stock that may be subject
to grants awarded to any single individual under the option plan is 4,000,000 shares, except in the
case of a directors grant, which cannot exceed 30,000 shares during any three-year period.
If any change is made to the Class A common stock as a result of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange
of shares, or any other change in capital structure without receipt of consideration, and this
change does not result in the termination of all outstanding grants, the committee will preserve
the value of outstanding grants by adjusting the maximum number and class of shares issuable under
the option plan and the number and class of shares, or the exercise price of each outstanding
option.
A participant may exercise an option during a period of ten years from the date of the grant,
unless a different exercise period is provided for by the committee. However, the exercise period
may terminate earlier if we terminate his or her employment relationship with us or if he or she
dies or becomes disabled. The aggregate fair market value of Class A common stock, determined as of
the date of the grant, with respect to which incentive stock options are exercisable for the first
time by the participant during any calendar year under the option plan and under our Stock
Incentive Plan cannot exceed $100,000.
The board may amend or terminate the option plan at any time. However, amendments that materially
increase the benefits accruing to participants under the option plan, increase the aggregate number
of shares of Class A common stock that may be issued or transferred under the option plan, modify
the requirements as to eligibility for participation in the option plan or modify the provisions
for determining the fair market value of a share of Class A common stock require stockholder
approval.
In the event of a change of control (as defined in the option plan), a participant may immediately
exercise all outstanding stock options, and all restrictions on the transfer of the shares of
restricted stock will lapse, provided such shares have not been forfeited. Upon a sale or exchange
of all or substantially all of our assets or upon our dissolution, liquidation, merger or
consolidation where we are not the surviving corporation, participants will have the right to
exercise in full any grants, including directors grants, not previously exercised, subject to
certain conditions.
CTI Group (Holdings) Inc. Stock Incentive Plan
On December 8, 2005, the Companys stockholders approved the Stock Incentive Plan at the Companys
2005 Annual Meeting of Stockholders and on May 28, 2008 the Companys stockholders approved an
amendment to the Stock Incentive Plan. The Stock Incentive Plan may be administered by the
Compensation Committee of the Board or another committee of the Board appointed from among its
members as provided in the Stock Incentive Plan. Presently, however, the Stock Incentive Plan is
currently administered by the entire Board. As used throughout this section, the term Compensation
Committee may also be deemed to refer to the entire Board in its role as administrator of the
Stock Incentive Plan.
Under the Stock Incentive Plan, the Compensation Committee is authorized to grant awards to
non-employee directors, executive officers and other employees of, and consultants and advisors to,
the Company or any of its subsidiaries and to determine the number and types of such awards and the
terms, conditions, vesting and other limitations applicable to each such award. The purpose of the
Stock Incentive Plan is to provide incentives to attract, retain, motivate and reward highly
competent persons as outside directors, executive officers and other employees, or consultants or
advisors to, CTI or any of its subsidiaries by providing them with opportunities to acquire shares
of Class A common stock or to receive other awards under the Stock Incentive plan, as applicable.
Furthermore, the Stock Incentive Plan is intended to assist in further aligning the interests of
participants in the Stock Incentive Plan with those of its stockholders.
The aggregate number of shares of Class A common stock currently reserved for awards, including
shares of Class A common stock underlying stock options, granted or to be granted under the Stock
Incentive Plan, is 6,000,000 shares, subject to adjustments for stock splits, recapitalizations and
other specified events. Such shares may be treasury shares or authorized but unissued shares. If
any outstanding award is cancelled, forfeited, or surrendered to the Company, shares of Class A
common stock allocable to such award may again be available for awards under the Stock Incentive
Plan. Incentive stock options may be granted only to participants who are executive officers and
other employees of the Company or any of its subsidiaries on the date of the grant, and
non-qualified stock options may be granted to any participant in the Stock Incentive Plan.
No stock option granted under the Stock Incentive Plan will be exercisable later than ten years
after the date it is granted. During the year ended December 31, 2009, 1,500,000 options to purchase
shares of Class A common stock were granted under the Stock Incentive Plan. As of April 23, 2010,
options to purchase 5,642,782 shares of Class A common stock had been awarded under the Stock
Incentive Plan. Options to purchase 4,142,782 shares of Class A common stock were exercisable as of
April 23, 2010.
Awards
The following types of awards or any combination of them may be granted under the Stock Incentive
Plan: (i) incentive stock options, (ii) non-qualified stock options, (iii) stock grants, and (iv)
performance awards. The maximum number of shares of Class A common stock with respect to which
awards may be granted to any individual participant under the Stock Incentive Plan during each of
the Companys fiscal years will not exceed 1,500,000, subject to certain adjustments.
Stock Options
Stock Options granted under the Stock Incentive Plan may be either Incentive Stock Options (within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code)) or
Non-Qualified Stock Options that do not qualify as Incentive Stock Options.
The Compensation Committee determines the exercise price at which shares underlying a Stock Option
may be purchased, whether an Incentive Stock Option or a Non-Qualified Stock Option. However, the
exercise price of a Stock Option may not be less than the fair market value of the shares of common
stock on the date the Stock Option is granted. No Stock Option will be exercisable later than ten
years after the date it is granted. Stock Options granted under the Stock Incentive Plan are
exercisable at such times as specified in the Stock Incentive Plan and the award agreement. A
participant in the Stock Incentive Plan must pay the option exercise price in cash.
Incentive Stock Options may be granted only to executive officers and other employees of CTI or any
of its subsidiaries. The aggregate market value (determined as of the date of grant) of Class A
common stock with respect to which Incentive Stock Options are exercisable for the first time by a
participant during any calendar year may not exceed $100,000. Furthermore, Incentive Stock Options
may not be granted to any participant who, at the time of grant, owns stock possessing more than
10% of the total combined voting power of all outstanding classes of stock of CTI or any of its
subsidiaries, unless the exercise price is fixed at not less than 110% of the fair market value of
the Class A common stock on the date of grant, and such an Incentive Stock Option cannot be
exercised more than five years after the date of grant.
Stock Grants
Stock Grant may be granted to executive officers and other employees of, or consultants or advisors
to, CTI or any of its subsidiaries. A Stock Grant may include restrictions on the sale or other
disposition of the shares covered by the award, and CTI may have the right to reacquire such shares
for no consideration upon termination of the participants employment within specified periods. The
award agreement will specify whether the participant will have, with respect to the shares of
common stock subject to a Stock Grant, all of the rights of a holder of shares of Class A common
stock, including the right to receive dividends, if any, and to vote the shares.
Performance Awards
Performance Awards may be granted to executive officers and other employees of CTI or any of its
subsidiaries. The Compensation Committee will set performance targets at its discretion which,
depending on the extent to which they are met, will determine the number and/or value of
Performance Awards that will be paid out to the participants and may attach to such Performance
Awards one or more restrictions. Performance targets may be based upon company-wide, business unit
and/or individual performance.
Payment of earned Performance Awards may be made in shares of Class A common stock or in cash and
will be made in accordance with the terms and conditions prescribed or authorized by the
Compensation Committee. The participant may elect to defer, or the Compensation Committee may
require or permit the deferral of, the receipt of Performance Awards upon such terms as the
Compensation Committee deems appropriate.
Effect of Change in Control
The Stock Incentive Plan provides for the acceleration of certain benefits in the event of a
Change in Control of CTI. The meaning of a Change in Control is either defined in the
participants employment agreement or change-in-control agreement, if one exists, or by the Stock
Incentive Plan. The Stock Incentive Plan definition includes, among other things, such events as
the sale of all assets of CTI, any person becoming the beneficial owner of more than 50% of CTI
voting stock, and a merger of CTI where CTI stockholders own less than 51% of the voting stock of
the surviving entity.
All unvested awards granted under the Stock Incentive Plan will become fully vested immediately
upon the occurrence of the Change in Control and such vested awards will be paid out or settled, as
applicable, within 60 days upon the occurrence of the Change in Control, subject to requirements of
applicable laws and regulations. The Compensation Committee may determine that upon the occurrence
of a Change in Control, each Stock Option outstanding will terminate and the holder will receive,
within 60 days upon the occurrence of the Change in Control, an amount equal to the excess of the
fair market value of the shares underlying the award immediately prior to the occurrence of such
Change in Control over the exercise price per share of such award. This cashout amount is payable
in cash, in one or more kinds of property (including the property, if any, payable in the
transaction) or in a combination thereof.
Adjustments to Awards Due to Changes in CTIs Capital Structure
In the event of any change in the shares of Class A common stock by reason of a merger,
consolidation, reorganization, recapitalization, stock split, stock dividend, exchange of shares,
or other similar change in the corporate structure or distribution to stockholders, each
outstanding Stock Option will be adjusted. The adjustments will make each award exercisable
thereafter for the securities, cash and/or other property as would have been received in respect of
the Class A common stock subject to such award had the Stock Option been exercised in full
immediately prior to the change or distribution. Furthermore, in the event of any such change or
distribution, in order to prevent dilution or enlargement of participants rights under the Stock
Incentive Plan, the Compensation Committee has the authority to make equitable adjustments to,
among other things, the number and kind of shares subject to outstanding awards and exercise price
of outstanding awards.
Termination of Employment
If a participants employment is terminated due to death or disability, then the participants
unvested Stock Grants and unexercisable Stock Options become vested or exercisable, as applicable,
immediately as of the date of the termination of the participants employment. All Stock Options
that were or became exercisable as of the date of the participants death or termination of
employment, will remain exercisable until the earlier of (i) the end of the one-year period
following the date of the participants death or the date of the termination of his or her
employment, as the case may be, or (ii) the date the Stock Option would otherwise expire. All
unearned or unvested Performance Awards held by the participant on the date of the participants
death or the date of the termination of his or her employment, as the case may be, will immediately
become earned or vested as of such date and will be paid out or settled based on the participants
performance immediately prior to the date of the participants death or the date of the termination
of his or her employment on a pro-rated basis with a minimum of at least one year into a
performance period.
A participant whose employment is terminated for cause, as defined in the Stock Incentive Plan,
forfeits all awards, whether or not vested, exercisable or earned, granted to the participant. A
participant whose employment is terminated for any reason, other than for cause, death or
disability, including, without limitation, retirement, forfeits all unvested, unexercisable and
unearned awards granted to the participant. All exercisable Stock Options held by the participant
on the date of the termination of his or her employment for any reason other than for cause, death
or disability will remain exercisable until the earlier of (i) the end of the 90-day
period following the date of the termination of the participants employment, or (ii) the date the
Stock Option would otherwise expire. The Stock Incentive Plans provisions relating to termination
of employment may be modified in the discretion of the Compensation Committee.
Outstanding Equity Awards at Fiscal Year-End 2009
The following table sets forth information concerning unexercised options outstanding as of
December 31, 2009 for each named executive officer.
Option Awards | ||||||||||||||||
Number of | Number of | |||||||||||||||
Securities | Securities | |||||||||||||||
Underlying | Underlying | |||||||||||||||
Unexercised | Unexercised | Option | ||||||||||||||
Options # | Options # | Exercise | Option | |||||||||||||
Name | Exercisable | Unexercisable | Price ($) | Expiration Date | ||||||||||||
John Birbeck(1) |
18,750 | | $ | 0.25 | 9/4/2012 | |||||||||||
6,250 | | $ | 0.21 | 11/5/2013 | ||||||||||||
500,000 | | $ | 0.40 | 9/29/2015 | ||||||||||||
250,000 | | $ | 0.31 | 10/9/2016 | ||||||||||||
100,000 | | $ | 0.34 | 2/16/2017 | ||||||||||||
340,782 | | $ | 0.35 | 6/12/2017 | ||||||||||||
250,000 | | $ | 0.31 | 10/9/2017 | ||||||||||||
| 50,000 | (1) | $ | 0.09 | 10/9/2019 | |||||||||||
Manfred Hanuschek(2) |
50,000 | | $ | 0.49 | 2/28/2012 | |||||||||||
25,000 | | $ | 0.25 | 9/4/2012 | ||||||||||||
25,000 | | $ | 0.21 | 11/5/2013 | ||||||||||||
100,000 | | $ | 0.39 | 10/11/2015 | ||||||||||||
300,000 | | $ | 0.34 | 2/16/2017 | ||||||||||||
| 200,000 | (2) | $ | 0.08 | 7/10/2019 |
(1) | Mr. Birbecks options vest as follows: | |
(a) |
an option to purchase 18,750 shares of CTIs Class A common stock granted on September 4, 2002 vested in four equal annual installments beginning on the first anniversary of the grant date. | |
(b) |
an option to purchase 6,250 shares of CTIs Class A common stock granted on November 5, 2003 vested in four equal annual installments beginning on the first anniversary of the grant date. | |
(c) |
an option to purchase 500,000 shares of CTIs Class A common stock granted on September 29, 2005 vested immediately upon grant. | |
(d) |
an option to purchase 250,000 shares of CTIs Class A common stock granted on October 9, 2006 vested immediately upon grant. | |
(e) |
an option to purchase 100,000 shares of CTIs Class A common stock granted on February 16, 2007 vested in three equal annual installments beginning on the first anniversary of the grant date. | |
(f) |
an option to purchase 340,782 shares of CTIs Class A common stock granted on June 12, 2007 vested immediately upon grant. | |
(g) |
an option to purchase 250,000 shares of CTIs Class A common stock granted on October 9, 2007 vested immediately upon grant. | |
(h) |
an option to purchase 50,000 shares of CTIs Class A common stock granted on October 9, 2009 vests in three equal annual installments beginning on the first anniversary of the grant date. | |
(2) | Mr. Hanuscheks options vest as follows: | |
(a) |
an option to purchase 50,000 shares of CTIs Class A common stock granted on February 28, 2002 vested in four equal annual installments beginning on the first anniversary of the grant date. |
(b) |
an option to purchase 25,000 shares of CTIs Class A common stock granted on September 4, 2002 vested in four equal annual installments beginning on the first anniversary of the grant date. | |
(c) |
an option to purchase 25,000 shares of CTIs Class A common stock granted on November 5, 2003 vested in four equal annual installments beginning on the first anniversary of the grant date. | |
(d) |
an option to purchase 100,000 shares of CTIs Class A common stock granted on October 11, 2005 with 50% vesting immediately upon grant, 25% vesting on the first anniversary of the grant date, and 25% vesting on the second anniversary of the grant date. | |
(e) |
an option to purchase 300,000 shares of CTIs Class A common stock granted on February 16, 2007 vesting in three equal annual installments beginning on the first anniversary of the grant date. | |
(f) |
an option to purchase 200,000 shares of CTIs Class A common stock granted on July 10, 2009 vests in three equal annual installments beginning on the first anniversary of the grant date. |
Retirement Plans and Arrangements
We have established a 401(k) plan in which all of our US employees and a defined contribution plan
benefit for our UK employees. The employees may participate through salary deductions and
contributions. Under the terms of the plans, we may make employer contributions to a participants
plan account. Such contributions under the plan applicable to the US employees are, for 2009,
employer contributions were equal to 100% of the first 5% of each participants compensation during
the year. All employee contributions are vested immediately. US participants are vested in
employer contributions over a three-year period pursuant to a graduated vesting schedule and
subject to annual deferral limitations under the Internal Revenue Code of 1986, as amended. UK
participants are vested in employer contributions immediately and are not subject to deferral
limitations. UK senior management are entitled to employer contributions of the first 10% of each
participants contributions to a participants plan account.
Termination and Change in Control Arrangements
We do not have any contracts, arrangements, agreements or plans providing for payments to a named
executive officer at, following or in connection with the resignation, retirement or other
termination of a named executive officer, or in connection with a change in control of the Company,
other than:
as described above in Employment Agreements with respect to each named executive
officers employment agreement; and
as described above in Amended and Restated Stock Option and Restricted Stock Plan
and as described in CTI Group (Holdings) Inc. Stock Incentive Plan with respect to awards that
have been granted to each named executive officer under those plans.
Director Compensation
The following table sets forth information concerning the compensation earned by non-employee
directors during the fiscal year ended December 31, 2009. Mr. Birbeck, our Chairman, President,
and Chief Executive Officer, does not receive any compensation for his services as our director.
Option | ||||||||||||
Fees Earned or | Awards(1) | Total | ||||||||||
Name | Paid in Cash(8) | ($) | ($) | |||||||||
Rupert Armitage(2) |
$ | 19,000 | $ | 5,356 | $ | 24,356 | ||||||
Bengt Dahl(3) |
$ | 8,000 | $ | 5,356 | $ | 13,356 | ||||||
Harold Garrison(4) |
$ | 4,000 | $ | 5,356 | $ | 9,356 | ||||||
Thomas Grein(5) |
$ | 8,000 | $ | 5,356 | $ | 13,356 | ||||||
Salah Osseiran(6) |
$ | 8,000 | $ | 5,356 | $ | 13,356 | ||||||
Michael Reinarts(7) |
$ | 8,000 | $ | 5,356 | $ | 13,356 |
(1) | Represents grant date fair value of options granted in the year in accordance with the Financial Accounting Standards Boards Accounting Standards Topic 718. See Part II, Item 8 Notes to the Consolidated Financial Statements for the year ended December 31, 2009, Note 8, Stock Based Compensation for a description of the assumptions used in the calculation of grant date fair value. | |
(2) | As of December 31, 2009, Mr. Armitage held options to purchase 300,000 shares of CTIs Class A common stock. | |
(3) | As of December 31, 2009, Mr. Dahl held options to purchase 225,000 shares of CTIs Class A common stock. | |
(4) | As of December 31, 2009, Mr. Garrison held options to purchase 300,000 shares of CTIs Class A common stock. | |
(5) | As of December 31, 2009, Mr. Grein held options to purchase 175,000 shares of CTIs Class A common stock. | |
(6) | As of December 31, 2009 Mr. Osseiran held options to purchase 175,000 shares of CTIs Class A common stock. | |
(7) | As of December 31, 2009 Mr. Reinarts held options to purchase 50,000 shares of CTIs Class A common stock. |
In fiscal 2009, fees were paid to directors based on attendance of board or committee (other than
audit committee) meetings in person or attendees at audit committee meetings either in person or by
means of remote communications (e.g. video conferencing, teleconferencing or internet conferencing)
plus reasonable expenses, as follows:
(i) $2,000 for in person attendance at board and committee meetings;
(iii) $2,000 for in person or remote attendance at audit committee meetings; and
(iv) $0 for attendance at stockholders meetings
During the fiscal year ended December 31, 2009, Messrs. Armitage, Dahl, Garrison, Grein, Osseiran,
and Reinarts earned non-employee 2009 director fees for their services on the board of directors
and committees of the board of directors as applicable, of $19,000, $8,000, $4,000, $8,000, $8,000
and $8,000, respectively, plus expenses. Total cash reimbursed out of pocket director expenses
amounted in the aggregate to approximately $26,000 in the fiscal year ended December 31, 2009.
During the fiscal year ended December 31, 2009, Messrs. Armitage, Dahl, Garrison, Grein, Osseiran,
and Reinarts were each granted options to purchase 50,000 shares of CTIs Class A common stock at
an exercise price of $0.09 per share.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following table sets forth information as of April 23, 2010 with respect to the beneficial
ownership of CTIs Class A common stock by: (i) each person who is known to us to be the beneficial
owner of more than five percent of CTIs outstanding Class A common stock, (ii) each of CTIs
directors, (iii) each of CTIs named
executive officers, and (iv) all of CTIs directors and executive officers as a group. As of April
23, 2010,
29,178,271 shares of CTIs Class A common stock were outstanding, which excludes 140,250
shares of treasury stock.
The securities beneficially owned by an individual, as shown in the table below, are determined
in accordance with the definition of beneficial ownership set forth in the SECs regulations.
Accordingly, beneficially-owned securities may include securities to which the individual or entity
has or shares voting or investment power or has the right to acquire under outstanding stock
options, warrants or other convertible securities or rights within 60 days after April 23, 2010.
Shares subject to stock options, warrants or other convertible securities or rights, which an
individual has the right to acquire within 60 days after April 23, 2010, are deemed to be
outstanding for the purpose of computing the percentage of outstanding shares of the class owned
only by such individual or any group including such individual. The same shares may be beneficially
owned by more than one person, and beneficial ownership may be disclaimed as to any or all of a
persons securities.
Amount and | ||||||||
Nature of | ||||||||
Beneficial | ||||||||
Ownership of | ||||||||
Name and Address of Beneficial | Class A | Percent | ||||||
Owner** | Common Stock | of Class | ||||||
John Birbeck, Chairman, President,
and Chief Executive Officer |
1,570,782 | (1) | 5.1 | % | ||||
Rupert D. Armitage, Director |
661,219 | (2) | 2.3 | % | ||||
Bengt Dahl, Director |
175,000 | (3) | * | |||||
Harold D. Garrison, Director |
2,686,465 | (4) | 9.1 | % | ||||
Thomas W. Grein, Director |
125,000 | (5) | * | |||||
Salah N. Osseiran, Director |
19,341,575 | (6) | 64.0 | % | ||||
Michael J. Reinarts, Director |
| (7) | | |||||
Manfred Hanuschek, Chief Financial
Officer and Secretary |
500,000 | (8) | 1.7 | % | ||||
All directors and executive
officers as a group (8 persons) |
25,060,041 | (9) | 76.0 | % | ||||
Fairford Holdings Limited |
19,171,575 | (6) | 63.7 | % |
* | Less than 1%. | |
** | The business address of CTIs directors, executive officers and Fairford Holdings Limited is CTI Group (Holdings) Inc., 333 North Alabama Street, Suite 240, Indianapolis, Indiana 46204. | |
(1) | Represents 105,000 shares of Class A common stock held by Mr. Birbeck directly and exercisable options to purchase 1,465,782 shares of CTIs Class A common stock. | |
(2) | Represents 311,219 shares of CTIs Class A common stock held by Mr. Armitage directly and 100,000 shares of CTIs Class A common stock owned by Ambit Research Ltd., of which Mr. Armitage is a director, and exercisable options to purchase 250,000 shares of CTIs Class A common stock. In 2006, Ambit Research Ltd. entered into creditors voluntary liquidation in the UK. | |
(3) | Represents an exercisable option to purchase 175,000 shares of CTIs Class A common stock. | |
(4) | Represents 547,805 shares of CTIs Class A common stock held by Mr. Garrison directly, 1,439,578 of CTIs Class A common stock owned by Sunset, LLC, of which Mr. Garrison is the Managing Member, 449,082 shares of CTIs Class A common stock owned by HDG Investments, LLC, of which Mr. |
Garrison is the sole member, and exercisable options to purchase 250,000 shares of CTIs Class A common stock. All of Mr. Garrisons outstanding shares have been pledged. | ||
(5) | Represents exercisable options to purchase 125,000 shares of CTIs Class A common stock. | |
(6) | Represents 45,000 shares of CTIs Class A common stock owned by Salsel Corporation Limited, 17,776,306 shares of CTIs Class A common stock owned by Fairford Holdings Limited, 355,099 shares of Class A common stock and 1,040,170 shares of Class A common stock issuable upon the exercise of warrants owned by Fairford Scandinavia, and an exercisable option to purchase 125,000 shares of CTIs Class A common stock. Salah N. Osseiran Trust, a revocable trust, of which Mr. Osseiran is the grantor and sole beneficiary, is the sole stockholder of Salsel Corporation Limited and Fairford Holdings Limited. Mr. Osseiran is the managing director of Salsel Corporation Limited, a director of Fairford Holdings Limited and the President of Fairford Scandinavia. Bengt Dahl is a director of Fairford Holdings Limited and the chairman of Fairford Scandinavia. However, Mr. Dahl does not have, or share, the voting or investment power over the shares of CTIs Class A common stock owned by Fairford Holdings Limited or Fairford Scandinavia. | |
(7) | Represents no holdings or exercisable options to purchase shares of CTIs Class A common stock. | |
(8) | Represents exercisable options to purchase 500,000 shares of CTIs Class A common stock. | |
(9) | Includes exercisable options to purchase 2,890,782 shares of CTIs Class A common stock and warrants to purchase 1,040,170 shares of Class A common stock. |
Equity Compensation Plan Information
The following table details information regarding CTIs equity compensation plans as of December
31, 2009:
Number of securities | ||||||||||||
remaining available for | ||||||||||||
Number of securities to | Weighted-average | future issuance under equity | ||||||||||
be issued upon exercise | exercise price of | compensation plans | ||||||||||
of outstanding options, | outstanding options, | (excluding securities | ||||||||||
warrants and rights | warrants and rights | reflected in column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation
plans approved by
security
holders(1) |
5,642,782 | $ | 0.26 | 1,553,468 | ||||||||
Equity compensation
plans not approved by
security
holders(2) |
1,290,170 | $ | 0.28 | | ||||||||
Total |
6,932,952 | $ | 0.27 | 1,553,468 | ||||||||
(1) | Of the 5,642,782, 1,652,000 of outstanding options were issued under the Amended and Restated Stock Option and Restricted Stock Plan and 3,990,782 were issued under the new CTI Group (Holdings) Inc. Stock Incentive Plan, which replaced the Amended and Restated Stock Option and Restricted Stock Plan as of December 8, 2005. | |
(2) | The equity compensation plans not approved by security holders are represented by options granted pursuant to individual compensation arrangements (referred to as outside plan stock options). Outside plan stock options to purchase 250,000 shares of Class A common stock at an exercise price of $0.31 per share were granted to Mr. Birbeck in 2007. This option expires in 2017. Outside plan warrants to purchase in the aggregate 419,495 shares of Class A common stock at an exercise price of $0.34 per share were granted to Fairford Holdings Scandinavia in 2007. This warrant expires in 2017. Outside plan warrants to purchase 620,675 shares of CTIs Class A common stock at an exercise price of $0.22 per share, subject to adjustments, were granted to Fairford Holdings Scandinavia in 2008. This warrant expires in 2018. In 1999, we granted options to purchase in the aggregate 30,000 shares of Class A common stock to two non-executive employees of CTI Data Solutions Ltd. at an exercise price of $0.50 per share, which options expired in 2009. As of December 31, 2009, all of the foregoing outside plan stock options were fully vested. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
On February 16, 2007, the Company and Fairford Holdings Scandinavia AB (Fairford Scandinavia), a
wholly-owned subsidiary of Fairford, entered into the Securities Purchase Agreement (the
Agreement), dated February 16, 2007. Pursuant to the Agreement, on February 16, 2007, the Company
issued to Fairford Scandinavia a Class A Common Stock Purchase Warrant (the Original Warrant) to
purchase shares of Class A Common Stock (Common Stock) of the Company in consideration for
securing the issuance of a $2.6 million letter of credit (the Letter of Credit) from SEB Bank to
National City Bank. Due to National City Banks receipt of the Letter of Credit, the Company was
able to obtain the Acquisition Loan at a favorable cash-backed interest rate. Effective April 14,
2008, the Company entered into the Securities Purchase Agreement with Fairford Scandinavia and
issued an additional warrant to Fairford Scandinavia to purchase shares of Class A common stock
based on the interest rate savings (the Additional Warrant). Pursuant to the Original Warrant,
Fairford Scandinavia is entitled to purchase 419,495 shares of Common Stock at the exercise price
of $0.34 per share, subject to adjustments as described in the Original Warrant, at any time prior
to the 10th anniversary of the date of issuance. Pursuant to the Additional Warrant, Fairford
Scandinavia is entitled to purchase 620,675 shares of Class A common stock at the exercise price of
$0.22 per share, subject to adjustments as described in the Additional Warrant, at any time prior
to the 10th anniversary of the date of issuance. As of December 31, 2009, Fairford beneficially
owned 63.7% of the Companys outstanding Class A common stock and Fairford Scandinavia owned
warrants to purchase 1,040,170 shares of the Companys Class A common stock. Mr. Osseiran, the
majority holder of the Companys Class A common stock and a director of the Company, is a director
of Fairford, the President of Fairford Scandinavia and a grantor and sole beneficiary of a
revocable trust which is the sole stockholder of Fairford. Mr. Dahl, a director of the Company, is
a director of Fairford and the Chairman of Fairford Scandinavia. The Original Warrant and
Additional Warrant vested immediately upon grant.
Mr. Osseiran, the majority holder of the Companys Class A common stock and a director of the
Company guarantees all of the Companys debt.
The Company incurred $63,000 in fees and $26,303 in expenses associated with the Board of Directors
activities in 2009.
Independence of the Board of Directors
CTI is not a listed issuer as such term is defined in Rule 10A-3 under the Exchange Act. CTI
uses the definition of independence of The NASDAQ Stock Market LLC. As required under applicable
NASDAQ listing standards, a majority of the members of a companys board of directors must qualify
as independent unless CTI is a controlled company. A controlled company is a company in which
more than 50% of the voting power is held by an individual, group or other company. CTI is a
controlled company because Mr. Osseiran holds more than 50% of the voting power of CTI Class A
common stock and CTI as such is not required to have a majority of the members of the board be
independent.
The board has three standing committees: an Audit Committee, a Compensation Committee and a
Nominating Committee. The current members of the Compensation Committee are Mr. Armitage and Mr.
Dahl. The current members of the Audit Committee and the Nominating Committee are Mr. Armitage and
Mr. Grein. The board has determined that each current member of the Audit Committee and the
Nominating Committee is independent and meets the applicable rules and regulations regarding
independence for such committee, including those set forth in pertinent NASDAQ listing standards,
and that each member is free of any relationship that would interfere with his individual exercise
of independent judgment but Mr. Dahl of the Compensation Committee fails to meet the independence
standards.
Consistent with these considerations, after review of all relevant transactions and relationships
between each director or any of his family members, and our senior management, our independent
registered public accounting firm and us, the board has determined that Messrs. Armitage and Grein
are independent directors
within the meaning of the applicable NASDAQ listing standards and Messrs. Birbeck, Osseiran, Dahl,
and Garrison fail to meet the independence standards.
Item 14. Principal Accounting Fees and Services
Crowe Horwath LLP served as our independent public accountants and conducted the audit of our
consolidated financial statements for each of the fiscal years ended December 31, 2009 and 2008.
Category | 2008 | 2008 | ||||||
Audit Fees |
$ | 155,404 | $ | 166,083 | ||||
Audit-Related Fees |
14,000 | 2,750 | ||||||
Tax Fees |
8,879 | 22,652 | ||||||
All Other Fees |
| | ||||||
Total |
$ | 178,283 | $ | 191,482 | ||||
Audit Fees. The foregoing table presents the aggregate fees billed by Crowe Horwath LLP of $155,404
for the audit of CTIs annual financial statements and review of financial statements included in
CTIs Forms 10-Q for the fiscal year ended December 31, 2009. The foregoing table presents the
aggregate fees billed by Crowe Horwath LLP of $166,083 for the audit of CTIs annual financial
statements and review of financial statements included in CTIs Forms 10-Q for the fiscal year
ended December 31, 2008.
Audit-Related Fees. The aggregated fees billed in 2009 by Crowe Horwath LLP for audit related
services related to the testing of internal controls were $14,000. The aggregated fees billed in
2008 by Crowe Horwath LLP for audit related services related to an S-8 filing that amounted to
$2,750.
Tax Fees. The aggregate fees billed by Crowe Horwath LLP for professional services rendered to
CTIs UK subsidiaries for tax compliance, tax advice and tax planning for the fiscal years ended
December 31, 2009 and December 31, 2008 were $8,879 and $22,652, respectively. We use another
accountant for U.S. corporate income tax compliance, advice and planning.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has established its pre-approval policies and procedures, pursuant to which the
Audit Committee approved the foregoing audit and permissible non-audit services provided by Crowe
Horwath LLP in fiscal 2009 and 2008. The Audit Committee had authorized the Chief Financial
Officer to engage Crowe Horwath LLP at his discretion for additional audit-related and non
audit-related services of up to $25,000 for 2009 and 2008. None of the services pre-approved by the
Audit Committee during 2009 and 2008 utilized the de minimis exception to pre-approval.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(b) Exhibits
31.1
|
Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Exchange Act. | |
31.2
|
Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Exchange Act. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CTI Group (Holdings) Inc.
By: | /s/ John Birbeck | |||
Name: | John Birbeck | |||
Title: | Chairman, President and Chief Executive Officer | |||
Date: April 30, 2010 |