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EX-31.2 - EX-31.2 - MAD CATZ INTERACTIVE INC | a56441aexv31w2.htm |
EX-31.1 - EX-31.1 - MAD CATZ INTERACTIVE INC | a56441aexv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment
No. 1
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2010
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 number 001-14944
MAD CATZ INTERACTIVE, INC.
(Exact name of Registrant as specified in its charter)
Canada (State or other jurisdiction of incorporation or organization) |
Not Applicable (I.R.S. Employer Identification No.) |
|
7480 Mission Valley Road, Suite 101 San Diego, California (Address of principal executive offices) |
92108 (Zip Code) |
Registrants telephone number, including area code: (619) 683-9830
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, no par value | NYSE Amex Toronto Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes o No þ
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. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
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 definitions 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 (Do not check if smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of
the Act). Yes o No þ
The aggregate market value of the voting and non-voting common stock held by non-affiliates
based on the closing sale price of common stock as reported on the American Stock Exchange as of
the last business day of the second fiscal quarter was $21,488,434.
There were 55,098,549 shares of the registrants common stock issued and outstanding as of
July 29, 2010.
DOCUMENTS INCORPORATED BY REFERENCE: None
Table of Contents
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-K/A (this Amendment) is to amend Part III,
Items 10 through 14 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2010,
which was filed with the Securities and Exchange Commission (the SEC) on June 11, 2010 (the
Original Filing), to include information previously omitted from the Original Filing in reliance
on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference
certain information from a definitive proxy statement filed with the SEC within 120 days after the
end of the fiscal year. We are filing this Amendment to amend Part III of the Original Filing to
include the information required by and not included in Part III of the Original Filing because we
no longer intend to file our definitive proxy statement within 120 days of the end of our fiscal
year ended March 31, 2010.
For purposes of this Amendment, and in accordance with Rule 12b-15 under the Exchange Act,
Items 10 through 14 of our Original Filing have been amended and restated in their entirety. Except
as stated herein, this Amendment does not reflect events occurring after the filing of the Form
10-K on June 11, 2010 and no attempt has been made in this Amendment to modify or update other
disclosures as presented in the Original Filing. Accordingly, this Amendment should be read in
conjunction with our filings with the SEC subsequent to the filing of the Original Filing.
In addition, the certifications by our principal executive officer and principal financial
officer required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
Exchange Act), are filed as exhibits to this Amendment.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance |
Executive Officers and Directors
The following table sets forth as of July 29, 2010 certain information regarding each person
who serves as a director of the Company, including the name, age and position of each director as
well as the date each became a director of the Company:
Director | ||||||||
Name and Place of Residence | Position with the Company and Principal Occupation | Age | Since | |||||
Thomas R. Brown (1) |
Chairman of the Board, Businessman | 59 | 2006 | |||||
Poway, California, United States |
||||||||
Darren Richardson |
President, Chief Executive Officer and Director | 49 | 2005 | |||||
San Diego, California, United States |
||||||||
Robert J. Molyneux (1) |
Director, Businessman | 55 | 2006 | |||||
Toronto, Ontario, Canada |
||||||||
William Woodward (1) |
Director, Businessman | 50 | 2006 | |||||
Santa Monica, California, United States |
(1) | Member of the Audit Committee. |
The following table sets forth as of July 29, 2010 the name, age and position of each person
who serves as an executive officer of the Company:
Name | Position | Age | ||||
Darren Richardson
|
President, Chief Executive Officer and Director of Mad Catz Interactive, Inc. and Mad Catz, Inc. | 49 | ||||
Stewart Halpern
|
Chief Financial Officer of Mad Catz Interactive, Inc. and Mad Catz, Inc. | 53 | ||||
Whitney Peterson
|
Vice President Corporate Development and General Counsel of Mad Catz, Inc. | 45 | ||||
Brian Andersen
|
Chief Operating Officer of Mad Catz Interactive, Inc. and Mad Catz, Inc. | 36 |
Set forth below is information regarding each of the above named individuals, including a
description of his positions and offices held with the Company, a description of his principal
occupation and business experience during at least the last five years and directorships presently
held by him in other companies. With respect to the directors, the information below includes
specific experience, qualifications, attributes or skills of each director that led the independent
members of the Board of Directors to believe that such director would be an appropriate board
member.
Thomas R. Brown
Mr. Brown has been a director of the Company since May 2006 and has served as Chairman of the
Board since April 2008. Mr. Brown serves as President, Chief Executive Officer and director of LRAD
Corporation, a leading innovator of highly intelligible, clear directed acoustic solutions, a
position he has held since September 2006. Previously, he served as President of Brown Thompson
Executive Search, a financial executive search firm, since April 2005. From April 2001 to September
2004, Mr. Brown was Executive Vice President and Deputy President of the Information Technology
division of Sony Electronics, where he was responsible for supply chain operations including
Information Technology, Procurement, North American Manufacturing Operations and Finance. He
continued to consult with Sony Electronics on its ERP implementation from September 2004 to January
2005. From April 2000 to September 2004, Mr. Brown was concurrently the Executive Vice President
and President of
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Information Technology Division for Sony Electronics, where he was responsible for
establishing the North American personal computer division. Mr. Brown holds a Bachelor of Arts
degree in Economics from Rutgers University. Mr. Brown is also a certified public accountant. The
Company believes that Mr. Browns senior management, accounting and financial analysis expertise,
including his experience as Chief Executive Officer and interim Chief Financial Officer of LRAD
Corporation and his management and financial experience with Sony Electronics in the consumer
electronics industry qualify him for service on the Board of Directors.
Darren Richardson
Mr. Richardson has been President and Chief Executive Officer of the Company since April 1,
2004, and a director of the Company since 2005. Prior to his appointment as President and Chief
Executive Officer, Mr. Richardson served as Executive Vice President of the Company since October
1997 and as President and Chief Operating Officer of Mad Catz, Inc. since September 1999.
Mr. Richardson served in several senior management capacities with Games Trader from 1997 until
1999, including Chief Operating Officer, and Vice President of Business Development, responsible
for sales and marketing with a focus on new account development. He holds a Master of Business
Administration degree from Trinity College, Dublin, and a Bachelor of Commerce degree from the
University of Wollongong, Australia. The Company believes that Mr. Richardsons expertise and
experience in the video game industry, as well his as senior management positions with the Company
for nearly 13 years, qualify him for service on the Board of Directors.
Robert J. Molyneux
Mr. Molyneux has been a director of the Company since June 2006. Mr. Molyneux has been a
principal in Imperial Capital Corporation, a private equity buy-out firm based in Toronto, Canada,
since September 2004. Previously, Mr. Molyneux was President of Ravenna Capital Corporation, a
private merchant banking firm he founded in 1992. Mr. Molyneux holds an Honours Bachelor of
Business Administration degree from Wilfrid Laurier University. Mr. Molyneux obtained his
chartered accountant license in 1981 and has worked in the financial markets in various roles since
1982, when his chartered accountant license became inactive. The Company believes that Mr.
Molyneuxs financial analysis and management expertise, including his senior management roles in
investment and private merchant banking, qualify him for service on the Board of Directors.
William Woodward
Mr. Woodward has been a director of the Company since June 2006. Mr. Woodward has been the
Managing Director and a founder of Anthem Venture Partners since 2000. Prior to founding Anthem
Venture Partners, Mr. Woodward was a Managing Director of Avalon Investments, an early-stage
technology venture capital firm. Mr. Woodward has founded numerous technology companies, including
Paracomp, which later became MacroMedia, Inc., one of the largest multimedia software companies in the world
at its initial public offering, and Pulse Entertainment, the worlds leading 3D animation engine
and tools company for mobile communications. Mr. Woodward sits on the board of directors of several
private companies, including Axiom Microdevices, Solarflare, Buzznet, Wavestream and Planet A.T.E.,
and is Chairman of the Board of Pulse Entertainment. The Company believes that Mr. Woodwards
board and management experience in the consumer products and consumer electronics industries as
well as his expertise in technology investment qualify him for service on the Board of Directors.
Stewart Halpern
Mr. Halpern has been Chief Financial Officer of the Company since January 2007. Prior to
joining the Company, Mr. Halpern served as Head of Finance of Rockstar Games, a division of Take
Two Interactive Software, Inc., a publicly-traded video game publisher, since 2005. Prior to his
service with Rockstar Games, from 2002 to 2005, Mr. Halpern was Managing Director, Entertainment
Equity Research at RBC Capital Markets, where he covered the video game and entertainment
industries. In addition, Mr. Halpern has held sell-side research positions at Banc of America
Securities and ING Barings Furman Selz LLC, and, previously served for eight years in the
investment banking department at Credit Suisse First Boston. Mr. Halpern also served for three
years as the Chief Financial Officer of Rush Communications. Mr. Halpern earned a Bachelor of
Science in Administrative Sciences from Yale College. He also earned a Masters of Public and
Private Management degree from Yale School of Management.
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Whitney Peterson
Mr. Peterson has been Vice President Corporate Development and General Counsel for Mad Catz,
Inc. since July 1998. Prior to joining Mad Catz, Inc., Mr. Peterson spent seven years working at
the international law firm of Latham & Watkins, where he represented and consulted with numerous
Fortune 500 companies. Mr. Peterson received his law degree from the J. Rueben Clark School of Law
at Brigham Young University, where he graduated Magna Cum Laude. Mr. Peterson also served as an
Articles Editor on the BYU Law Review in which he was published. Following law school, Mr. Peterson
clerked for the Honorable Bruce S. Jenkins, Chief Judge of the Federal District Court in Utah.
Brian Andersen
Mr. Andersen has been Chief Operating Officer for the Company and Mad Catz, Inc. since June
2010. Prior to his appointment at Chief Operating Officer, Mr. Andersen held a number of positions
within the Companys European operations, including Category Manager until July 2003, Director of
Operations from July 2003 until July 2005 and most recently European General Manager since July
2005. Prior to joining the Company, Mr. Andersen worked as European Stock Controller for Recoton
Corp., the parent company of InterAct Accessories, and Financial Controller for Apost in Denmark,
which has since been acquired by DHL International GmbH. Mr. Andersen has completed the
International Business Studies at Koege Handelsskole, Denmark.
There are no family relationships among any executive officers or directors of the Company.
Audit Committee
The Board has a standing Audit Committee which operates pursuant to a written charter adopted
by the Board. The Audit Committee was established in accordance with the requirements of
Section 3(a)(58)(A) of the Securities Exchange Act of 1934 and National Instrument 52-110Audit
Committees. The Audit Committee selects and engages the Companys independent auditors, reviews the
scope of audit engagements, reviews management letters of such auditors and managements response
thereto, approves professional services provided by such auditors, reviews the independence of such
auditors, reviews any major accounting changes made or contemplated, considers the range of audit
and non-audit fees, reviews the adequacy of the Companys internal accounting controls and annually
reviews its charter and submits any recommended changes to the Board for its consideration. The
Audit Committee consists of three members: Thomas R. Brown (Chairman), Robert J. Molyneux and
William Woodward. The Board has determined that each member of the Audit Committee is independent
and meets the financial literacy requirements of the NYSE Amex listing standards, that each member of
the Audit Committee meets the enhanced independence standards established by the United States
Securities and Exchange Commission (SEC) and that Mr. Brown qualifies as an audit committee
financial expert as that term is defined in the rules and regulations established by the SEC. The
Audit Committee held six meetings in the fiscal year ended March 31, 2010.
Shareholder Nominations of Directors
The Board of Directors performs the functions associated with a nominating committee. The
Companys independent directors make recommendations to the full Board for nominations to fill
vacancies on the Board and for selecting the management nominees for the directors to be elected by
the Companys shareholders at each Annual Meeting. The Board believes this process is preferable
to a standing nominating committee because it wishes to involve all of its independent directors in
the nomination process. The Board of Directors may from time to time consider qualified nominees
recommended by shareholders, who may submit recommendations to the Board of Directors through a
written notice to the Companys Corporate Secretary at the principal executive offices of the
Company, 7480 Mission Valley Road, Suite 101, San Diego, California within the time frames required
by the Companys bylaws and applicable law. Nominees for director who are recommended by
shareholders will be evaluated in the same manner as any other nominee for director.
Section 16(a) Beneficial Ownership Reporting Compliance
Each director, executive officer of the Company, and person who owns more than 10% of a
registered class of the Companys equity securities is required by Section 16(a) of the Securities
Exchange Act of 1934 to report to the Securities and Exchange Commission (the SEC) his or her
transactions in the Companys securities. Regulations promulgated by the SEC require the Company to
disclose in this Management Proxy Circular and Proxy Statement
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any reporting violations with
respect to the 2010 fiscal year, which came to the Companys attention based on a review of the
applicable filings required by the SEC to report such status as an officer or director or such
changes in beneficial ownership as submitted to the Company. These statements are based solely on a
review of the copies of such reports furnished to the Company by its officers, directors and
security holders and a representation that such reports accurately reflect all reportable
transactions as holdings. The Company believes that its directors and executive officers, and
persons who beneficially own more than 10% of a registered class of its equity securities, have
complied with all filing requirements of Section 16(a) applicable to such persons for fiscal year
ended March 31, 2010.
Code of Ethics
The Companys Board has adopted a formal mandate outlining its responsibilities. The
Directors Code of Conduct and the Code of Conduct for the Companys employees have also been
implemented. The mandate and the codes of conduct are available on the Companys website at
www.madcatz.com. The Company intends to satisfy the disclosure requirement under Form 8-K regarding
(1) any amendments to its Codes of Conduct, or (2) any waivers under its Codes of Conduct relating
to the Chief Executive Officer and Chief Financial Officer by posting such information on our
website at www.madcatz.com.
Item 11. Executive Compensation.
Summary Compensation Table
The table below summarizes the total compensation paid or earned by the Companys Chief
Executive Officer and each of its two other most highly compensated executive officers, the named
executive officers, for the fiscal years ended March 31, 2009 and March 31, 2010.
Option | All Other | |||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(1) | Awards(2) | Compensation | Total | ||||||||||||||||||
Darren Richardson President, |
2010 | $ | 398,996 | $ | 239,398 | $ | 33,000 | $ | 16,902 | (3)(4) | $ | 688,296 | ||||||||||||
Chief
Executive Officer and Director |
2009 | 398,728 | 232,425 | $ | 138,000 | 16,566 | (3)(4) | 785,719 | ||||||||||||||||
Stewart Halpern |
2010 | 259,412 | $ | 129,706 | 0 | 5,587 | (4) | 394,705 | ||||||||||||||||
Chief Financial Officer |
2009 | 259,237 | 94,446 | 92,000 | 5,585 | (4) | 451,268 | |||||||||||||||||
Whitney Peterson |
2010 | 259,412 | 129,706 | 33,000 | 7,851 | (4) | 429,969 | |||||||||||||||||
Vice
President and General Counsel |
2009 | 259,237 | 125,928 | 92,000 | 8,100 | (4) | 485,265 |
(1) | Represents bonuses earned during the applicable fiscal year as a result of the Companys and the individuals performance. | |
(2) | Reflects the aggregate fair value of stock options granted as of the applicable grant date calculated in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the stock awards are discussed in Note 10, Stock-Based Compensation, of Notes to Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended March 31, 2010. | |
(3) | Includes amounts related to an auto allowance. | |
(4) | Includes amounts related to 401(k) employer matches. |
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Employment Contracts; Potential Payments Upon Termination or Change-in-Control
Certain of the Companys executive officers whose compensation is required to be reported in
the Summary Compensation Table are parties to written employment agreements with the Company. Among
other things, these employment agreements contain severance and other provisions that will provide
for payments to the executive officer following termination of employment with the Company. A
summary of the employment agreements with our executive officers follows:
Darren Richardson
The Company is party to an employment agreement with Mr. Richardson, pursuant to which Mr.
Richardson serves as President and Chief Executive Officer of the Company and Mad Catz, Inc. Under
the terms of the amended employment agreement, Mr. Richardsons annual base salary is currently
$410,966. The agreement provides for a three-year term and thereafter automatically renews for
successive one-year periods unless either party gives prior notice of termination. The agreement
has been extended for a one-year period. If, during the term of the agreement, there is a
termination of employment without cause or in certain other specified circumstances, Mr. Richardson
will be entitled to receive one years salary. These specified circumstances include where there
has occurred a change of control in the Company or its wholly owned subsidiary Mad Catz, Inc.
Stewart Halpern
The Company is party to an employment agreement with Stewart Halpern, pursuant to which Mr.
Halpern serves as Chief Financial Officer of the Company and Mad Catz, Inc. Under the terms of the
employment agreement, Mr. Halperns annual base salary is currently $267,194. The agreement
provides for a three-year term and thereafter automatically renews for successive one-year periods
unless either party gives prior notice of termination. If, during the term of the agreement, there
is a termination of employment either without cause or in certain other specified circumstances,
Mr. Halpern will be entitled to receive one years salary. These specified circumstances include
where there has occurred a change of control in Mad Catz or its subsidiary Mad Catz, Inc.
Whitney Peterson
The Company is party to an employment agreement with Whitney Peterson, pursuant to which Mr.
Peterson serves as Vice President Corporate Development and General Counsel of Mad Catz, Inc. Under
the terms of the employment agreement, Mr. Petersons annual base salary is currently $267,194. The
agreement provides for a three-year term and thereafter automatically renews for successive
one-year periods unless either party gives prior notice of termination. If, during the term of the
agreement, there is a termination of employment either without cause or in certain other specified
circumstances, Mr. Peterson will be entitled to receive one years salary. These specified
circumstances include where there has occurred a change of control in Mad Catz or its subsidiary
Mad Catz, Inc.
Outstanding Equity Awards at Fiscal Year-End
The following table contains information regarding unexercised options for each named
executive officer outstanding as of March 31, 2010.
Option Awards | ||||||||||||||||
Number of Securities | Number of Securities | |||||||||||||||
Underlying | Underlying | |||||||||||||||
Unexercised Options | Unexercised Options | Option Exercise | Option Expiration | |||||||||||||
Name | Exercisable | Unexercisable | Price | Date | ||||||||||||
Darren Richardson |
300,000 | | C$0.46 | 09/20/2016 | ||||||||||||
427,083 | 72,917 | C$0.56 | 10/13/2016 | |||||||||||||
137,500 | 62,50 | $ | 1.23 | 06/07/2017 | ||||||||||||
112,500 | 187,500 | $ | 0.47 | 09/30/2018 | ||||||||||||
| 150,000 | $ | 0.33 | 09/5/2019 | ||||||||||||
Stewart Halpern |
174,167 | 45,833 | C$0.78 | 01/16/2017 | ||||||||||||
103,125 | 46,875 | $ | 1.23 | 06/07/2017 | ||||||||||||
75,000 | 125,000 | $ | 0.47 | 09/30/2018 | ||||||||||||
Whitney Peterson |
160,000 | | C$0.46 | 09/20/2016 | ||||||||||||
149,479 | 25,521 | C$0.56 | 10/13/2016 | |||||||||||||
89,375 | 40,625 | $ | 1.23 | 06/07/2017 | ||||||||||||
75,000 | 125,000 | $ | 0.47 | 09/30/2018 | ||||||||||||
| 150,000 | $ | 0.33 | 09/5/2019 |
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Compensation of Directors
The following table shows all the fees earned or cash paid by the Company during the fiscal
year ended March 31, 2010 to the Companys non-employee directors. No option and restricted stock
awards, long-term incentive plan payouts or other types of payments, other than the amount
identified in the chart below, were paid to these directors during the fiscal year ended March 31,
2010.
Fees Earned or | Option | |||||||||||
Name | Paid in Cash | Awards(1) | Total | |||||||||
Thomas R. Brown |
$ | 95,500 | $ | 5,500 | $ | 101,000 | ||||||
Robert J. Molyneux |
$ | 65,815 | $ | 5,500 | $ | 71,315 | ||||||
William Woodward |
$ | 56,500 | $ | 5,500 | $ | 62,000 |
(1) | The amounts in this column reflect the aggregate fair value of stock options granted as of the applicable grant date calculated in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the stock awards are discussed in Note 10, Stock-Based Compensation, of Notes to Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended March 31, 2010. On March 31, 2010, Thomas Brown had 200,000 outstanding stock option awards, Robert J. Molyneux had 200,000 outstanding stock option awards, and William Woodward had 75,000 outstanding stock option awards. |
The Companys non-employee directors receive the following compensation for board service:
$50,000 annual retainer; $20,000 additional annual retainer to the Chairman of the Board; and
$10,000 additional annual retainer to the Audit Committee chair. In addition, non-employee
directors receive $2,500 for each Board meeting attended in person, $500 for each Board meeting
attended by telephone that is shorter than two hours and $1,000 for each Board meeting attended by
telephone that is longer than two hours. Audit Committee Members also receive $1,500 for each
committee meeting attended. Non-employee directors also receive an annual option grant of 25,000
shares of Common Stock.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Security Ownership of Certain Beneficial Owners and Management
As of July 29, 2010, 55,098,549 shares of Common Stock of the Company have been issued and are
outstanding as fully paid and non-assessable, and carry a right to one vote per share. The
following table sets forth certain information regarding beneficial ownership of or control or
direction, directly or indirectly, over the Companys Common Stock as of July 29, 2010, by (i) each
shareholder known by the Company to be a beneficial owner of more than 5% of any class of the
Companys voting securities or to the knowledge of the Companys directors and executive officers,
any person or company that beneficially owns or controls or directs, directly or indirectly, over
10% or more of the shares of the Company, (ii) each director and director nominee of the Company,
(iii) the Chief Executive Officer and each additional executive officer named in the summary
compensation table under Executive Compensation below and (iv) all directors, director nominees
and executive officers of the Company as a group. The Company believes that, except as otherwise
noted, each individual named has sole investment and voting power with respect to the shares of Common Stock indicated as
beneficially owned by such
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individual. Unless otherwise indicated, the business address of each named person is c/o Mad Catz, Inc., 7480 Mission Valley Road, Suite 101, San Diego, California
92108.
Number of Shares | ||||||||
Beneficially Owned, | Percent of | |||||||
Controlled or Directed, | Common Stock | |||||||
Beneficial Owner | Directly or Indirectly(1) | Outstanding(2) | ||||||
GUYMONT SERVICES SA, as trustee of The Winkler Atlantic Trust |
||||||||
c/o: HSBC Guyerzeller Trust Company AG Splugenstrasse 6 CH-8027 Zurich Switzerland(3) |
10,217,744 | 15.6 | % | |||||
Renaissance Technologies LLC |
||||||||
800 Third Avenue
|
||||||||
New York, NY 10022(4) |
2,845,800 | 5.2 | % | |||||
Thomas R. Brown |
300,000 | * | ||||||
Robert J. Molyneux |
250,000 | * | ||||||
William Woodward |
182,360 | * | ||||||
Darren Richardson |
1,711,250 | 3.0 | % | |||||
Stewart Halpern |
811,667 | 1.5 | % | |||||
Whitney Peterson |
1,026,458 | 1.8 | % | |||||
All Officers and Directors as a Group (7 persons) |
4,553,402 | 7.6 | % |
* | Less than one percent. | |
(1) | As to each person or group in the table, the table includes the following shares issuable upon exercise of options that are exercisable within 60 days from July 29, 2010: Thomas R. Brown: 200,000; Robert J. Molyneux: 200,000; William Woodward: 75,000; Darren Richardson: 1,081,250; Stewart Halpern: 411,677; Whitney Peterson: 526,458; and all executive officers and directors as a group: 2,766,052. | |
(2) | Except as otherwise provided, all percentages are calculated based upon the total number of shares outstanding of 55,098,549 shares of the Company as of July 29, 2010, plus the number of options presently exercisable or exercisable within 60 days of July 29, 2010 by the named security holder. | |
(3) | On November 20, 2007, in connection with the acquisition of Saitek, the Company issued convertible notes to GUYMONT SERVICES SA, as trustee of The Winkler Atlantic Trust (the Trust), which are convertible into Common Stock of the Company at any time prior to their maturity date at a fixed conversion price of $1.42 per share. If fully converted, the notes would convert into approximately 10,217,744 shares of the Companys Common Stock. For purposes of calculating the Trusts beneficial ownership percentage, these shares are deemed issued and outstanding. The Company has the right to redeem the notes at 100% of the principal amount plus accrued interest at any time. | |
(4) | Based on information provided in a Schedule 13G, dated February 13, 2010, filed with the SEC by Renaissance Technologies LLC (RTC), an investment adviser, and James H. Simons, the control person of RTC. They report that as of December 31, 2009, the reporting persons had sole voting and dispositive power of 2,875,800 shares. |
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Equity Compensation Plan Information
The following table sets forth information regarding all of the Companys equity compensation
plans as of March 31, 2010.
Number of Securities | ||||||||||||
remaining available for future | ||||||||||||
Number of securities to | Weighted-average | issuance under | ||||||||||
be issued upon exercise | exercise price of | equity compensation plans | ||||||||||
of outstanding options, | outstanding options, | (excluding securities reflected | ||||||||||
Plan category | warrants, and rights | warrants, and rights | in Column (a)) | |||||||||
Equity
compensation plans
approved by
security holders |
7,575,900 | (1) | $ | 0.58 | 841,600 | |||||||
Equity compensation
plans not approved
by security holders |
0 | 0 | 0 | |||||||||
Total |
7,575,900 | $ | 0.58 | 841,600 |
(1) | Includes 5,658,400 shares underlying options issued pursuant to the Companys 2007 Stock Option Plan and 1,917,500 shares underlying options issued pursuant to the Companys Amended and Restated Incentive Stock Option Plan. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions
From April 1, 2009 to the present, there have been no (and there are no currently proposed)
transactions in which the amount involved exceeded $120,000 to which the Company or any of its
subsidiaries was (or is to be) a participant and in which any executive officer, director, nominee
for director, 5% beneficial owner of the Companys Common Stock or member of the immediate family
of any of the foregoing persons had (or will have) a direct or indirect material interest.
Director Independence
The Companys Board of Directors consists of four members. Three of our current directors are
independent under the requirements set forth in the NYSE Amex listing rules and CSA National
Instrument 58-101 Disclosure of Corporate Governance Practices. For a director to be considered
independent, the Board must determine that the director does not have a material relationship with
the listed company that would interfere with the exercise of independent judgment. The Board has
established guidelines to assist it in determining director independence, which conform to the
independence requirements of the NYSE Amex listing rules and CSA National Instrument 58-101
Disclosure of Corporate Governance Practices. In addition to applying these independence
guidelines, the Board considers all relevant facts and circumstances in making an independence
determination, and not merely from the standpoint of the director, but also from that of persons or
organizations with which the director has an affiliation. The Board has determined that Messrs.
Brown, Molyneux and Woodward are independent.
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Item 14. Principal Accountant Fees and Services.
Audit Fees for Fiscal 2009 and 2010
The aggregate fees billed to the Company by KPMG LLP, the Companys Independent Registered
Public Accounting Firm and Auditor, for the fiscal years ended March 31, 2010 and 2009 were as
follows:
2010 | 2009 | |||||||
Audit Fees (1) |
$ | 743,500 | $ | 953,000 | ||||
Audit-Related Fees |
| | ||||||
Tax Fees (2) |
$ | 132,000 | $ | 315,000 | ||||
All Other Fees |
| |
(1) | Audit Fees consist of the audit of our annual financial statements included in the Companys Annual Report on Form 10-K for its 2010 and 2009 fiscal years, respectively, and Annual Report to Shareholders, reviews of interim financial statements and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for those fiscal years. | |
(2) | Tax Fees consist of fees for tax consultation and tax compliance services. |
The Audit Committee has considered whether the provision of non-audit services is compatible
with maintaining the independence of KPMG LLP and has concluded that the provision of such services
is compatible with maintaining the independence of the Companys auditors.
Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit
Services of the Companys Independent Auditors
The Companys Audit Committee has established a policy that all audit and permissible
non-audit services provided by the independent auditors will be pre-approved by the Audit
Committee. These services may include audit services, audit-related services, tax services and
other services. The Audit Committee considers whether the provision of each non-audit service is
compatible with maintaining the independence of the Companys auditors. Pre-approval is detailed as
to the particular service or category of services and is generally subject to a specific budget.
The independent auditors and management are required to periodically report to the Audit Committee
regarding the extent of services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Part IV of the Original Filing is hereby amended solely to add the following exhibits required
to be filed in connection with this Amendment No. 1 to Annual Report on Form 10-K/A.
(a) 3. Exhibits required by Item 601 of Regulation S-K
Exhibit | ||
Number | Description | |
31.1
|
Certifications of Registrants Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | |
31.2
|
Certifications of Registrants Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized on this 29th day of July 2010.
MAD CATZ INTERACTIVE, INC. |
||||
By: | /S/ DARREN RICHARDSON | |||
Darren Richardson | ||||
President and Chief Executive Officer |
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