THE
STEAK N SHAKE COMPANY
(Exact
name of registrant as specified in its
charter)
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INDIANA
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37-0684070
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation or organization)
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Identification
No.)
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36
S. Pennsylvania Street, Suite 500
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Indianapolis,
Indiana
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46204
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(Address
of principal executive offices)
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(Zip
code)
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Title
of each class
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Name
of each exchange on which registered
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Common
Stock, stated value $.50 per share
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New
York Stock Exchange
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Page
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3
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29
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34
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36
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37
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38
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Exhibit 31.01 |
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Exhibit 31.02 |
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Name
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Age
|
Since
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Business
Experience
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Alan
B.
Gilman
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77
|
1992
|
Chairman
of the Board of Directors
and Interim President and Chief Executive Officer of
the Company from
August 2007 to the present; Non-Executive Chairman of
the Board from
February 2007 through August 2007; Executive Chairman
from February 2004
through February 2007; President and Chief Executive
Officer from 1992 to
September 30, 2002; Chief Executive Officer and Co-Chairman
of the Company
from September 30, 2002 through August 11, 2003; Chief
Executive Officer
and Chairman of the Company, from August 11, 2003 through
February 11,
2004.
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Geoffrey
Ballotti
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45
|
2007
|
Mr.
Ballotti is a graduate of
Colby College and Harvard Business School. He has served in
various senior executive capacities with Starwood Hotels
& Resorts
Worldwide, Inc. since joining in 1989, including, the
Presidency of its
North American division from 2003 to the present. From
2002 to 2003, he
served as Executive Vice President, Operations North
America
Division.
|
Wayne
L.
Kelley
|
63
|
2003
|
Director
of Steak n Shake
Operations, Inc., a subsidiary of the Company, from 1999
through
2006; President of Kelley Restaurants, Inc., the Company's
largest franchisee, from 1988 through 2005; currently
employed by the
Company in a senior real estate advisory role.
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Ruth
J.
Person
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62
|
2002
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Chancellor,
Indiana University
Kokomo and Professor of Management; President, American
Association of
University Administrators 2003-2004; President, Board
of Directors,
Workforce Development Strategies, Inc.; Member, Key Bank
Advisory Board –
Central Indiana.
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J.
Fred
Risk
|
79
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1971
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Private
investor; Chairman of the
Board of Directors of Security Group, Inc.
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John
W.
Ryan
|
78
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1996
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Private
investor; Chancellor of
the State University of New York Systems from 1996 through
1999; President
of Indiana University from 1971 through 1987.
|
Steven
M.
Schmidt
|
53
|
2005
|
Currently
President, Business
Solutions Division - Office Depot; formerly, President
& CEO,
ACNielsen; EVP, VNU Marketing Information New York, NY;
formerly President
of Pillsbury Foods, Canada; also held senior executive
posts with
Pepsi-Cola and Procter & Gamble.
|
Edward
W.
Wilhelm
|
49
|
2006
|
Currently
Chief Financial Officer
of Borders Group, Inc.; held a number of senior financial
positions at
Borders Group, Inc. since 1994.
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James
Williamson,
Jr.
|
76
|
1985
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Private
investor.
|
·
|
Internal
analysis.
This
is the relative
pay difference for different job levels. The
Compensation Committee
believes that the President and Chief Executive Officer position
has the
greatest opportunity to impact the Company, and so has typically
set the
base salary for this position at approximately two times
that of the next
highest executive. Similarly, the Compensation Committee has
concluded that Mr. Blade, the Chief Financial Officer, is
vital to our
success, as he supervises not only the Finance and Accounting
departments,
but the Franchise and Supply Chain departments as well. Accordingly
the Compensation Committee has typically set Mr. Blade’s salary at
approximately 20% above the next most highly compensated
executive.
|
·
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Individual
performance. Increases
to
base salaries can result
from individual performance
assessments as well
as an evaluation of the market and the mix among various
components of
compensation. In
setting
Mr. Dunn’s
base salary
for
fiscal
2007,
the
committee considered
that, although we had
decreased employee turnover and drive-thru wait times and
increased
customer satisfaction as Mr. Dunn planned, improvement in these areas
did not translate into improved sales or earnings. Accordingly, the
Compensation Committee made no change to Mr. Dunn’s base salary from
fiscal 2006. This meant that his base salarywas
below the 50th
percentile for
Chief
Executive Officers of similarly sized companies. When
Mr.Dunn
resigned
in August 2007 and
Mr. Gilman
was
appointed
the
Interim
President
and Chief
Executive Officer,the
Compensation
Committee
set
Mr. Gilman’s
base salaryat
the
same level as Mr. Dunn’s.
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·
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Market
data.
As
noted
above, while the
Compensation Committee uses industry
and general market data
to test for the
reasonableness
and
competitiveness of base salaries, committee
members exercise
subjective
judgment
within
the ranges in
this data in
view of
our
compensation
objectives and
individual performance and circumstances.
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Named
Executive
Officer
|
Target
Bonus
Incentive
as
a % of
Base
Salary
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Mr.
Gilman
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70%a
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Mr.
Dunn
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70%
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Mr.
Blade
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40%
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Mr.
Schiller
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40%
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Mr.
Reinwald
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40%
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Mr.
Geiger
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30%
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Mr.
Walker
|
40%
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Target
Bonus
Amount
|
X
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Corporate
Performance
Modifier
(0%
- 250%)
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X
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Individual
Performance
Modifier
(75%
-125%)
|
Factors
|
Threshold(0%)
|
Target(100%)
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Maximum(250%)
|
Same
Store
Sales
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-1.4%
|
.6%
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2.6%
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EBIT
|
$52.4M
|
$55.2M
|
$61M
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·
|
Stay
Payment. On
the
date of a Change in Control the CIC Agreements provide that
Messrs. Blade,
Schiller and Geiger will receive an immediate payment equal
to 30% of
their base salary.
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·
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Termination
Following Change in Control. In
the event that the employment
of the recipient of a CIC Agreement is terminated withinone
year ofa change
in control
without“cause”
by
us
or“good
reason” by the employee, they
will receive: (a) a severance
payment equal
to one year of their
base
salary,
(b) coverage
under the
group medical
plan for one year,
(c) use
of
their
Company-provided
car for
up to 60
days,
(d) payment
of a
pro rata amount of the bonus to
which they would
have been entitled had they
been employed
through
the
applicable
bonus
computation period, and (e) reimbursement of up to $15,000
for
outplacement
services.
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·
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Executive’s
Obligations. Prior
to obtaining any
benefits under a CIC Agreement, the recipient must waive
any claims
against us. We may recover any benefits paid under the CIC Agreements
if the recipient breaches any of his obligations under the
CIC
Agreement.
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Name
and Principal
Position
|
Fiscal
Year
|
Salary
|
Stock
Awardsa
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Option
Awardsb
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All
Other
Compensationc
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Total
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|||||||||||||||
Alan
Gilman,Chairman,
Interim President and
Chief Executive Officer
|
2007
|
$ | 331,731 | d | $ | 12,903 | $ | 308,078 | $ | 26,547 | $ | 679,259 | |||||||||
Peter
Dunn, Former
President and Chief Executive Officer
|
2007
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$ | 600,000 | $ | 376,863 | e | $ | 144,968 | e | $ | 675,998 | f | $ | 1,797,829 | |||||||
Jeff
Blade, EVP,
Chief
Financial Officer, Chief Administrative Officer
|
2007
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$ | 305,885 | $ | 163,536 | $ | 85,341 | $ | 18,250 | $ | 573,012 | ||||||||||
Steven
Schiller, SVP,
Chief
Marketing Officer
|
2007
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$ | 254,903 | $ | 122,320 | $ | 45,271 | $ | 17,780 | $ | 440,274 | ||||||||||
Gary
Reinwald, EVP,
Development
|
2007
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$ | 191,490 | $ | 92,099 | $ | 200,328 | $ | 12,034 | $ | 495,951 | ||||||||||
Duane
Geiger,
Vice
President,
Controller
|
2007
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$ | 185,596 | $ | 74,426 | $ | 48,910 | $ | 15,455 | $ | 324,387 | ||||||||||
Gary
Walker,
Former
Senior Vice
President, Operations Support
|
2007
|
$ | 243,692 | $ | 127,617 | h | $ | 120,331 | h | $ | 257,859 | $ | 749,499 | g |
a.
|
Represents
the dollar
amount of equity
compensation cost recognized for financial reporting purposes
with respect
to stock
awards in
fiscal
2007, computed
in accordance with SFAS 123(R),
excluding the impact of
estimated forfeitures for service-based vesting conditions, as
follows:
|
Name
|
Date
of Grant
|
Number
of Shares
|
Fiscal
2007 Expense ($)
|
|||||
Mr.
Gilman
|
8/17/2007
|
17,000 | 12,903 | |||||
Total
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$ | 12,903 | ||||||
Mr.
Dunn
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10/4/04
|
20,000 | 116,667 | |||||
10/3/05
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20,000 | 111,692 | ||||||
2/8/06
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17,500 | 94,069 | ||||||
2/6/07
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17,000 | 54,435 | ||||||
Total | $ | 376,863 | ||||||
Mr.
Blade
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3/15/04
|
8,500 | 25,199 | |||||
9/14/05
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3,000 | 19,750 | ||||||
2/8/06
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12,000 | 69,880 | ||||||
2/6/07
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13,400 | 48,707 | ||||||
Total
|
$ | 163,536 | ||||||
Mr.
Schiller
|
5/11/05
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8,000 | 50,293 | |||||
2/8/06
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7,500 | 43,675 | ||||||
2/6/07
|
7,800 | 28,352 | ||||||
Total
|
$ | 122,320 | ||||||
Mr.
Reinwald
|
10/4/04
|
9,000 | 52,500 | |||||
2/8/06
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6,800 | 39,599 | ||||||
8/14/07
|
8,000 | — | ||||||
Total
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$ | 92,099 | ||||||
Mr.
Geiger
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10/4/04
|
5,500 | 32,083 | |||||
2/8/06
|
4,400 | 25,623 | ||||||
2/6/07
|
4,600 | 16,720 | ||||||
Total
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$ | 74,426 | ||||||
Mr.
Walker
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10/4/04
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7,000 | 37,692 | |||||
9/14/05
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1,500 | 9,115 | ||||||
2/8/06
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10,300 | 55,366 | ||||||
2/6/07
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8,000 | 25,444 | ||||||
Total
|
$ | 127,617 |
b.
|
Represents
the dollar amount of equity compensation cost recognized
for financial
reporting purposes with respect to nonqualified stock option
awards in
fiscal 2007, computed in accordance with SFAS 123(R), excluding the
impact of estimated forfeitures for service-based vesting
conditions, as
follows:
|
Name
|
Date
of Grant
|
Number
of Shares Underlying
Options
|
Fiscal
2007 Expense ($)
|
|||||
Mr.
Gilman
|
8/4/04
|
25,000 | 17,197 | |||||
9/14/05
|
25,000 | 32,780 | ||||||
5/8/07
|
5,000 | 2,388 | ||||||
5/15/2007
|
23,787 | 92,867 | ||||||
8/17/2007
|
26,900 | 162,846 | ||||||
Total
|
$ | 308,078 | ||||||
Mr.
Dunn
|
10/1/03
|
20,000 | 5,418 | |||||
8/4/04
|
25,000 | 17,197 | ||||||
9/14/05
|
25,000 | 32,780 | ||||||
2/8/06
|
30,000 | 49,021 | ||||||
2/7/07
|
26,900 | 40,552 | ||||||
Total
|
$ | 144,968 | ||||||
Mr.
Blade
|
3/15/04
|
12,000 | 6,773 | |||||
9/14/05
|
16,500 | 21,635 | ||||||
2/8/06
|
20,200 | 33,007 | ||||||
2/6/07
|
21,300 | 23,926 | ||||||
Total
|
$ | 85,341 | ||||||
Mr.
Schiller
|
5/11/05
|
10,000 | 10,702 | |||||
2/8/06
|
12,700 | 20,752 | ||||||
2/6/07
|
12,300 | 13,817 | ||||||
Total
|
$ | 45,271 | ||||||
Mr.
Reinwald
|
8/4/04
|
16,000 | 11,006 | |||||
9/14/05
|
7,400 | 9,703 | ||||||
2/8/06
|
11,500 | 18,791 | ||||||
9/29/06
|
9,225 | 41,259 | ||||||
2/19/07
|
13,504 | 62,958 | ||||||
8/15/07
|
10,000 | 56,611 | ||||||
Total
|
$ | 200,328 | ||||||
Mr.
Geiger
|
8/4/04
|
7,500 | 5,159 | |||||
9/14/05
|
4,000 | 5,245 | ||||||
2/8/06
|
7,500 | 12,255 | ||||||
9/29/06
|
4,036 | 18,051 | ||||||
2/6/07
|
7,300 | 8,200 | ||||||
$ | 48,910 | |||||||
Mr.
Walker
|
8/4/04
|
11,000 | 7,567 | |||||
9/14/05
|
12,500 | 16,390 | ||||||
2/8/06
|
17,300 | 28,269 | ||||||
9/29/06
|
2,536 | 11,342 | ||||||
2/16/07
|
9,315 | 43,283 | ||||||
2/6/07
|
12,000 | 13,480 | ||||||
Total
|
$ | 120,331 |
c.
|
The
type and amount of the components of the figures in the “All Other
Compensation” column above are detailed
below:
|
Mr.
Gilman
|
Mr.
Dunn
|
Mr.
Blade
|
Mr.
Schiller
|
Mr.
Reinwald
|
Mr.
Geiger
|
Mr.
Walker
|
||||||||||||||||
401(k)
matching
contributions
|
$ | 2,661 | $ | 3,375 | $ | 1,074 | $ | 1,264 | $ | 2,668 | $ | 882 | $ | 1,071 | ||||||||
Nonqualified
Deferred Compensation
Plan matching
contributions
|
$ | 7,291 | $ | 14,625 | $ | 8,103 | $ | 6,383 | $ | 3,021 | $ | 4,640 | $ | 6,000 | ||||||||
Excess
life
insurance
|
$ | 4,302 | $ | 759 | $ | 461 | $ | 246 | $ | 725 | $ | 223 | $ | 342 | ||||||||
Travel
to charitable board
meetings
|
$ | 3,942 | $ | 1,353 | — | — | — | — | — | |||||||||||||
Tax
preparation
|
$ | 1,075 | $ | 2,000 | — | — | $ | 713 | — | — | ||||||||||||
Automobile
expenses – personal
use
|
$ | 3,776 | $ | 10,386 | $ | 5,112 | $ | 6,387 | $ | 1,407 | $ | 6,210 | $ | 6,946 | ||||||||
Executive
Medical Reimbursement
Plan
|
$ | 3,500 | $ | 3,500 | $ | 3,500 | $ | 3,500 | $ | 3,500 | $ | 3,500 | $ | 3,500 |
d.
|
Mr.
Gilman’s salary was
reduced
from $500,000
per year to $150,000
per year effective February 6, 2007 when he assumed the role
of
Non-executive Chairman. His salary was increased to $600,000 on
August 13, 2007 when he assumed the role of Interim President
and Chief
Executive Officer.
|
e.
|
Mr.
Dunn forfeited all equity awards which vested after October
5, 2007, the
effective date of his resignation. The specific awards that
were forfeited are set forth below:
|
Restricted
Stock
|
|
Grant
Date
|
Number
of shares
|
10/4/04
|
7,000
|
9/14/05
|
1,500
|
2/8/06
|
10,300
|
2/6/07
|
8,000
|
Stock
Options
|
|
Grant
Date
|
Number
of Options
|
10/1/03
|
20,000
|
8/4/04
|
25,000
|
9/14/05
|
25,000
|
2/8/06
|
30,000
|
2/6/07
|
26,900
|
f.
|
This
includes the items listed in footnote c above as well as
$40,000 in
outplacement assistance and $600,000 in severance
payments.
|
g.
|
This
includes the items listed in footnote c above as well as
$240,000 in
severance payments.
|
h.
|
Mr.
Walker forfeited all equity awards which vested after September
19, 2007,
the date his separation. The specific awards that were forfeited are
set forth below:
|
Restricted
Stock
|
|
Grant
Date
|
Number
of shares
|
10/3/05
|
20,000
|
2/8/06
|
17,500
|
2/6/07
|
17,000
|
Stock
Options
|
|
Grant
Date
|
Number
of Options
|
8/4/04
|
11,000
|
9/14/05
|
12,500
|
2/8/06
|
17,300
|
9/29/06
|
2,536
|
2/16/07
|
9,315
|
2/6/07
|
12,000
|
Estimated
Possible Payouts Under Non-Equity Incentive Plan Awardsa
|
||||||||||||
Name
|
Grant
Date
|
Threshold
|
Target
|
Max
|
All
Other Stock Awards: Number of Shares of Stock or Unitsd
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/share)
|
Grant
Date Fair Value of Stock
and Option Awards ($)g
|
||||
Mr.
Gilman
|
11/7/2006
|
$0
|
$420,000
|
$1,050,000
|
||||||||
5/8/2007
|
5,000 b
|
$16.51
|
$24,168
|
|||||||||
5/15/2007
|
23,787 c
|
$15.87
|
$92,867
|
|||||||||
8/17/2007
|
26,900e
|
$14.80
|
$162,846
|
|||||||||
8/17/2007
|
17,000
|
$251,600
|
||||||||||
Mr.
Dunn
f
|
11/7/2006
|
$0
|
$420,000
|
$1,050,000
|
||||||||
2/6/2007
|
17,000
|
$303,280
|
||||||||||
2/6/2007
|
26,900
e
|
$17.72
|
$187,553
|
|||||||||
Mr.
Blade
|
11/7/2006
|
$0
|
$123,600
|
$309,000
|
||||||||
2/6/2007
|
13,400
|
$237,448
|
||||||||||
2/6/2007
|
21,300
e
|
$17.72
|
$147,609
|
|||||||||
Mr.
Schiller
|
11/7/2006
|
$0
|
$103,000
|
$257,000
|
||||||||
2/6/2007
|
7,800
|
$138,216
|
||||||||||
2/6/2007
|
12,300
e
|
$17.72
|
$85,239
|
|||||||||
Mr.
Reinwald
|
11/7/2006
|
$0
|
$104,000
|
$260,000
|
||||||||
2/9/2007
|
13,504 c
|
$17.89
|
$62,958
|
|||||||||
8/14/2007
|
10,000e
|
$13.84
|
$56,611
|
|||||||||
8/14/2007
|
8,000
|
$110,720
|
||||||||||
9/29/2007
|
9,225 c
|
$17.17
|
$41,236
|
|||||||||
Mr.
Geiger
|
11/7/2006
|
$0
|
$56,250
|
$140,625
|
||||||||
2/6/2007
|
4,600
|
$81,512
|
||||||||||
2/6/2007
|
7,300e
|
$17.72
|
$50,589
|
|||||||||
5/11/2007
|
6,982c
|
$16.22
|
$18,041
|
|||||||||
Mr.
Walker
h
|
11/7/2006
|
$0
|
$96,000
|
$240,000
|
||||||||
9/29/06
|
2,536
c
|
$17.17
|
$11,336
|
|||||||||
2/6/07
|
8,000
|
$110,720
|
||||||||||
2/6/07
|
12,000
e
|
$17.72
|
$83,160
|
|||||||||
2/16/07
|
9,315
c
|
$17.83
|
$43,315
|
a.
|
Because
we did not
achieve either the threshold
for same store sales growth or EBIT, no annual incentive
payouts were made for
fiscal
2007. See
“Compensation Discussion and Analysis – Components of Total Compensation –
Annual Incentive Bonus”
|
b.
|
These
awards were made to
Mr. Gilman in his capacity as a member of the Board of Directors
prior to his becoming an executive officer. These awards vest over
four years at a rate of 20% per year beginning on the date
of grant and
expire five years after the date of grant. So long as he is an
executive officer he will not receive additional compensation
for serving
on the Board of Directors.
|
c.
|
These
are reload options, which
were granted
pursuant
to the 1997 Employee Stock Option Plan in an amount equal
to the number of
shares used to pay the exercise price of the underlying stock
options. Reload options vest immediately and expire five years from
the
date
of grant. Beginning
in February
2006, we ceased
issuing options with a reload
feature.
|
d.
|
Represents
restricted stock that
vests three years after the date of grant. See “Compensation
Discussion and
Analysis –Equity
Incentives – Restricted
Stock and Book
Units” for further
information regarding these shares, the associated book units
and the
treatment of these shares in the event of death, disability
or
retirement.
|
e.
|
These
options have an exercise
price equal to the closing price of a share of our common
stock on
the New
York Stock Exchange
on the
day preceding the date of
grant. These
options vest and become exercisable over four years, at a
rate of 25% per
year, beginning on the first anniversary of the date of grant. See
“Compensation
Discussion and
Analysis–
Equity
Incentives – Stock
Options” above for further information regarding these
options.
|
f.
|
All
equity grants to Mr. Dunn were
forfeited on October 5, 2007 when he left the
Company.
|
g.
|
Amounts
represent the grant date
fair value of stock options and restricted stock granted
to each Named
Executive Officer in fiscal 2007. For a discussion of the
assumptions made in the valuation, see Note 15 of Notes to
Consolidated Financial Statements included in Part II,
Item 8 of the Original Filing.
|
h.
|
All
equity grants to Mr. Walker
were forfeited on September 19, 2007 when he left the
Company.
|
Option
Awards
|
Stock
Awards
|
||||||||||||||
Unexercised
Options
|
Equity
Incentive Plan
Awards
|
||||||||||||||
Name
|
Number
of Securities Underlying
Unexercised Options Exercisable
|
Number
of Securities Underlying
Unexercised Options Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares
or Units of Stock that Have
Not Vested (#)
|
Market
Value of Shares or Units of
Stock that Have Not Vestedg
|
Number
of Unearned
Shares, Units
or
Other That Have
Not
Vested
|
Market
Or
Payout
Value of
Unearned Shares, Units or
Other
Rights That
Have Not Vested
|
|||||||
Mr.
Gilman
|
27,500c
|
14.14
|
4/29/2008
|
||||||||||||
27,500
c
|
16.25
|
5/6/2009
|
|||||||||||||
10,000
b
|
14.93
|
7/2/2008
|
|||||||||||||
7,877
e
|
18.85
|
1/12/2009
|
|||||||||||||
20,000
b
|
5,000
|
17.14
|
8/4/2009
|
||||||||||||
15,000
b
|
10,000
|
19.75
|
9/14/2010
|
||||||||||||
6,250
d
|
18,750
|
17.47
|
2/8/2016
|
||||||||||||
23,787
e
|
15.87
|
5/15/2012
|
|||||||||||||
0
d
|
26,900
|
14.80
|
8/17/2017
|
||||||||||||
17,000
|
$259,590
|
||||||||||||||
1,000f
|
4,000
|
16.51
|
5/8/2012
|
||||||||||||
Mr.
Dunnh
|
20,000
|
$305,400
|
|||||||||||||
Mr.
Blade
|
9,600
b
|
2,400
|
19.27
|
3/15/2009
|
|||||||||||
9,900
b
|
6,600
|
19.75
|
9/14/2010
|
||||||||||||
5,050
d
|
15,150
|
17.47
|
2/8/2016
|
||||||||||||
0
d
|
23,000
|
17.72
|
2/6/2017
|
||||||||||||
3,000
|
$45,810
|
||||||||||||||
12,000
|
$183,240
|
||||||||||||||
13,400
|
|||||||||||||||
Mr.
Schiller
|
8,000
|
$122,160
|
|||||||||||||
7,500
|
$114,525
|
||||||||||||||
7,800
|
$119,106
|
||||||||||||||
6,000 b
|
4,000
|
18.86
|
5/11/2010
|
||||||||||||
3,175
d
|
9,525
|
17.47
|
2/8/2016
|
||||||||||||
0
d
|
12,300
|
17.72
|
2/6/2017
|
||||||||||||
Mr.
Reinwald
|
6,800
|
$103,836
|
|||||||||||||
8,000
|
$122,160
|
||||||||||||||
11,000c
|
14.14
|
4/29/2008
|
|||||||||||||
11,000c
|
16.25
|
5/6/2009
|
|||||||||||||
12,800
b
|
3,200
|
17.14
|
8/4/2009
|
||||||||||||
4,440
b
|
2,960
|
19.75
|
9/14/2010
|
||||||||||||
2,875
d
|
8625
|
17.47
|
2/8/1016
|
||||||||||||
9,225
e
|
17.17
|
9/29/2011
|
|||||||||||||
13,504
e
|
17.89
|
2/10/2012
|
|||||||||||||
0
d
|
10,000
|
13.84
|
8/15/1017
|
||||||||||||
Mr.
Geiger
|
1,875d
|
5,625
|
17.47
|
2/8/2016
|
4400
|
$67,188
|
|||||||||
3,438c
|
14.14
|
4/29/2008
|
|||||||||||||
3,300c
|
16.25
|
5/6/2009
|
|||||||||||||
1,339e
|
15.52
|
10/11/2008
|
|||||||||||||
6,000b
|
1,500
|
17.14
|
8/4/2009
|
||||||||||||
2,400b
|
1,600
|
19.75
|
9/14/2010
|
||||||||||||
0d
|
7,300
|
17.72
|
2/6/2017
|
4600
|
$70,242
|
||||||||||
Mr.
Walker
|
N/A
|
a.
|
Market
value is computed based on
a price of $15.27, which was the closing price of our
common stock on
the last day of fiscal
2007.
|
b.
|
These
options vest at a rate of
20% per year, beginning on the date of grant and expire five
years from
the date of grant; they also contain a reload
feature.
|
c.
|
These
options vested at a rate of
20% per year and expire ten years from the date of grant;
they also
contain a reload feature.
|
d.
|
These
options vest at a rate of
25% per year beginning on the first anniversary of the date
of grant and
expire ten years from the date of grant; they do not contain
a reload
feature.
|
e.
|
These
are “reload” options which were
granted pursuant
to
the 1997 Employee Stock Option Plan. Reload options are granted in an
amount equal to the number of shares used to pay the exercise
price on the
underlying stock options. They are vested immediately and expire five
years from date of grant. Beginning in February 2006 we
ceased issuing
options
with a reload
feature.
|
f.
|
These
awards were made to
Mr. Gilman in his capacity as a member of the Board of Directors
prior to his becoming an executive officer. These options
vest at a rate
of 20% per year beginning on the date of grant. As long as he remains
an executive officer, he will not receive additional compensation
for
serving on the Board of
Directors.
|
g.
|
All
restricted stock grants have a
three-year cliff vesting period and are granted with an equal
amount of
book units. See “Compensation
Discussion and
Analysis – Restricted Stock and Book
Units” for additional
information regarding these
shares.
|
h.
|
Mr.
Dunn forfeited all other
equity awards
that
vested after the effective date of his resignation.
|
OPTION
EXERCISES AND STOCK
VESTED
|
|||||||
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Number
of Shares Acquired on
Exercise
|
Value
Realized upon
Exercisea
|
Number
of Shares Acquired on
Vesting
|
Value
Realized on
Vestingb
|
|||
Mr.
Gilman
|
41,681
|
$112,004
|
12,500
|
$248,625
|
|||
Mr.
Dunn
|
—
|
—
|
20,000
|
$397,800
|
|||
Mr.
Blade
|
—
|
—
|
8,500
|
$170,170
|
|||
Mr.
Geiger
|
7,500
|
—
|
4,000
|
$79,560
|
|||
Mr.
Schiller
|
—
|
—
|
—
|
—
|
|||
Mr.
Reinwald
|
32,000
|
$160,320
|
9,000
|
$179,010
|
|||
Mr.
Walker
|
15,400
|
$61,226
|
7,000
|
$139,230
|
a.
|
This
amount reflects the difference between the exercise price
and the closing
price on the date of exercise. The exercise price of Mr.
Geiger’s options
was slightly above the fair value on the date of the exercise
of the
option, as he exercised the options to receive the reload
associated with
them.
|
b. |
Mr.
Blade’s stock awards vested on March 15, 2007; all others vested
on
October 1, 2006. The amount in this column includes the value of the
restricted stock on the date of vesting, based on the closing
price of our
common stock which on both dates was $16.89, and the value
of book units
which vested in conjunction with the shares of restricted
stock. The
book units associated with Mr. Blade’s shares were $3.13; the remainder of
the book units were valued at $3.00
each.
|
Name
|
Executive
Contributions in Last
Fiscal Yeara
|
Company
Contributions in Last
Fiscal Yearb
|
Aggregate
Earnings in Last Fiscal
Year
|
Aggregate
Balance at Last
Fiscal
Year-endc
|
|||||||||
Mr.
Gilman
|
$
|
33,173 | $ | 7,291 | $ | 29,173 | $ | 259,370 | |||||
Mr.
Dunn
|
$
|
49,615 | $ | 14,625 | $ | 22,145 | $ | 266,275 | |||||
Mr.
Blade
|
$ | 58,118 | $ | 8,103 | $ | 29,528 | $ | 256,385 | |||||
Mr.
Schiller
|
$ | 15,294 | $ | 6,383 | $ | 12,150 | $ | 66,427 | |||||
Mr.
Reinwald
|
$ | 13,660 | $ | 3,021 | $ | 23,659 | $ | 137,209 | |||||
Mr.
Geiger
|
$ | 9,280 | $ | 4,640 | $ | 4,720 | $ | 44,747 | |||||
Mr.
Walker
|
$ | 12,000 | $ | 6,000 | $ | 17,696 | $ | 128,801 |
a.
|
The
amounts in this column are
also included in the Summary Compensation Table in the “Salary”column.
|
b.
|
The
amounts in this column are
also included in the Summary Compensation Table in the “All
Other
Compensation”column.
|
c.
|
The
following amounts were
included in this or prior years’ summary compensation tables: Mr. Gilman
($210,792), Mr. Dunn ($231,076), Mr. Blade ($211,680), Mr.
Schiller
($51,152), Mr. Reinwald ($100,719), Mr. Geiger ($38,071),
Mr. Walker
($103,729).
|
Resignation
|
Death,
Disability or
Retirement
|
Terminationa
|
Change
in Controlb
|
Qualifying
Termination Within One Year of a Change in
Controlc
|
|
Mr.
Gilman
|
|||||
Restricted
Stocke
|
--
|
8,061
|
--
|
260,440
|
--
|
Stock
Optionsd
|
--
|
--
|
--
|
47,118
|
--
|
Severance
Payment (non-CIC)
h
|
--
|
--
|
345,000 |
--
|
--
|
Mr.
Blade
|
|||||
Restricted
Stocke
|
--
|
192,751
|
--
|
589,177
|
--
|
Stay
Paymentf
|
--
|
--
|
--
|
92,700
|
--
|
Severance
Payment (CIC)g
|
--
|
--
|
--
|
--
|
309,000
|
Severance
Payment (non-CIC)
h
|
--
|
--
|
254,904
|
--
|
--
|
Health
Care Coveragei
|
--
|
--
|
--
|
--
|
11,365
|
Company
Carj
|
--
|
--
|
--
|
--
|
1,625
|
Outplacement
Servicesk
|
--
|
--
|
--
|
--
|
15,000
|
Mr.
Schiller
|
|||||
Restricted
Stocke
|
--
|
114,405
|
--
|
383,199
|
--
|
Stay
Paymentf
|
--
|
--
|
--
|
76,200
|
--
|
Severance
Payment (CIC)g
|
--
|
--
|
--
|
--
|
254,000
|
Severance
Payment (non-CIC)h
|
--
|
--
|
212,420
|
--
|
--
|
Health
Care Coveragei
|
--
|
--
|
--
|
--
|
9,828
|
Company
Carj
|
--
|
--
|
--
|
--
|
1,775
|
Outplacement
Servicesk
|
--
|
--
|
--
|
--
|
15,000
|
Mr.
Reinwald
|
|||||
Restricted
Stocke
|
--
|
227,640
|
--
|
399,258
|
--
|
Stock
Optionsd
|
--
|
--
|
--
|
26,730
|
--
|
Severance
Payment (CIC)g
|
--
|
--
|
--
|
--
|
260,000
|
Health
Care Coveragei
|
--
|
--
|
--
|
--
|
7,948
|
Company
Carj
|
--
|
--
|
--
|
--
|
1,566
|
Outplacement
Servicesk
|
--
|
--
|
--
|
--
|
15,000
|
Mr.
Geiger
|
|||||
Restricted
Stocke
|
--
|
153,923
|
--
|
244,567
|
--
|
Stock
Optionsd
|
--
|
--
|
--
|
3,884
|
--
|
Stay
Paymentf
|
--
|
--
|
--
|
56,250
|
--
|
Severance
Payment (CIC)g
|
--
|
--
|
--
|
--
|
187,500
|
Health
Care Coveragei
|
--
|
--
|
--
|
--
|
11,365
|
Company
Carj
|
--
|
--
|
--
|
--
|
1,481
|
Outplacement
Servicesk
|
--
|
--
|
--
|
--
|
15,000
|
|
|
|
a.
|
Amounts
in this column exclude payments made upon or following a
change in
control.
|
|
b.
|
Amounts
in this column reflect payments or acceleration of benefits
upon a change
in control without termination of employment.
|
|
c.
|
Amounts
in this column are payable only if the Named Executive Officer
is
terminated by us without cause or if the Named Executive
Officer leaves
for good reason within one year following a change in control.
|
|
d.
|
Reflects
the excess of the closing price of $15.27 for our stock on
the last day of
fiscal 2007, over the exercise price of outstanding options
currently
vested and any unvested stock options, the vesting of which
would
accelerate as a result of the Named Executive Officer's termination
of
employment on September 26, 2007 as a result of the specified
termination
event, multiplied by the number of shares of our stock underlying
the
stock options.
|
|
e.
|
Reflects
the closing price of $15.27 for our stock on the last day
of fiscal 2007,
multiplied by the number of shares of restricted stock that
would vest as
a result of the Named Executive Officer's termination of
employment on
September 26, 2007 as a result of the specified termination
event, plus
the value of accrued book units through September 26, 2007.
|
|
f.
|
Reflects
the payment of 30% of the Named Executive Officer's salary
immediately
upon a change in control.
|
|
g.
|
Amounts
represent one year of salary payable to the Named Executive Officers.
|
|
h.
|
Amounts
represent 10 months of salary payable to Messrs. Blade and
Schiller under
their severance agreements. They would also be entitled to
reimbursement
for up to 10 months of outplacement services. Mr. Gilman's
amount
represents nine months of salary payable under his severance
agreement; he
has indicated it should be applicable to his prior salary
of $500,000 and
would not apply it to the current $600,000
salary.
|
|
i.
|
Amounts
represent one year of coverage under our group medical plans
at the level
currently elected by the individual.
|
|
j.
|
Amounts
represent the use of the Named Executive Officer's company
car for up to
60 days after termination of employment.
|
|
k.
|
Reflects
the maximum amount of outplacement services for which the
Named Executive
Officer may be reimbursed by us.
|
·
|
$3,500
for each in-person Board meeting
attended;
|
·
|
$1,250
for each Committee meeting attended that was not held in
conjunction with
a Board meeting;
|
·
|
$1,000
for meetings, travel and interviews with candidates for Board
positions;
|
·
|
$500
for each Committee meeting attended that was held in conjunction
with a
Board of Directors’ meeting; and
|
·
|
$500
for any meeting (Board or Committee) held
telephonically.
|
Name
|
Fees
Earned or Paid in
Cash
|
Stock
Awardsa
|
Stock
Option Awardsb
|
Change
in Pension Value and
Nonqualified Deferred Compensation Plan Earnings
|
All
Other Compensationc
|
Total
|
|||||||||||||
Geoffrey
Ballotti
|
$ | 24,916 | $ | 2,591 | $ | 5,330 | $ | 3,500 | $ | 36,337 | |||||||||
Ruth
J. Person
|
$ | 51,083 | $ | 18,327 | $ | 66 | $ | 5,259 | $ | 74,735 | |||||||||
J.
Fred Risk
|
$ | 61,000 | $ | 18,327 | $ | 445 | $ | 5,961 | $ | 85,733 | |||||||||
John
W. Ryan
|
$ | 68,333 | $ | 18,327 | $ | 5,792 | $ | 92,452 | |||||||||||
Steven
M. Schmidt
|
$ | 49,083 | $ | 3,660 | $ | 21,271 | $ | 5,136 | $ | 79,150 | |||||||||
Edward
Wilhelm
|
$ | 67,917 | $ | 3,660 | $ | 15,297 | $ | 4,727 | $ | 91,601 | |||||||||
James
Williamson, Jr.
|
$ | 79,583 | $ | 18,327 | $ | 5,136 | $ | 103,046 |
a.
|
Represents
the dollar amount of equity compensation cost recognized
for financial
reporting purposes with respect to grants of restricted stock
under our
Non-Employee Restricted Stock Plan in fiscal 2007, computed
in accordance
with SFAS 123(R). Messrs.
Schmidt and
Wilhelm received a grant of 1,000 shares
of restricted
stock
each
on February 6, 2007, the
grant date
fair value of which
was $17,848. Mr. Ballotti received a grant of 1,000
shares
of
restricted stock
on April 23, 2007,
the
grant
date
fair
value of which was $16,840. These are all of the shares of restricted
stock held by our directors.
|
b.
|
Represents
the dollar amount of equity compensation cost recognized
for financial
reporting purposes with respect to grants of stock options
under our
Non-Employee Director Stock Option Plan in fiscal 2007, computed
in
accordance with SFAS 123(R), as
follows:
|
Fiscal
2007 Expense for Stock Option Grants to Non-Employee
Directors
|
||||||||
Name
|
Grant
Date
|
Number
of Shares Underlying Option Grant
|
Fiscal
2007 Expense($)
|
|||||
Mr.
Ballotti
|
4/20/07
|
5,000
|
2,739 | |||||
Total
|
$
|
2,739 | ||||||
Dr.
Person
|
11/13/02
|
5,000
|
128 | |||||
11/12/03
|
5,000
|
1,925 | ||||||
11/18/04
|
5,000
|
4,014 | ||||||
11/8/05
|
5,000
|
7,823 | ||||||
2/6/07
|
5,000
|
4,437 | ||||||
Total
|
$
|
18,327 | ||||||
Mr.
Risk
|
11/13/02
|
5,000
|
128 | |||||
11/12/03
|
5,000
|
1,925 | ||||||
11/18/04
|
5,000
|
4,014 | ||||||
11/8/05
|
5,000
|
7,823 | ||||||
2/6/07
|
5,000
|
4,437 | ||||||
Total
|
$
|
18,327 | ||||||
Dr.
Ryan
|
11/13/02
|
5,000
|
128 | |||||
11/12/03
|
5,000
|
1,925 | ||||||
11/18/04
|
5,000
|
4,014 | ||||||
11/8/05
|
5,000
|
7,823 | ||||||
2/6/07
|
5,000
|
4,437 | ||||||
Total
|
$
|
18,327 | ||||||
Mr.
Schmidt
|
5/11/05
|
5,000
|
5,351 | |||||
11/8/05
|
5,000
|
7,823 | ||||||
2/6/07
|
5,000
|
4,437 | ||||||
Total
|
$
|
17,611 | ||||||
Mr.
Wilhelm
|
5/9/06
|
5,000
|
7,200 | |||||
2/6/07
|
5,000
|
4,437 | ||||||
Total
|
$
|
11,637 | ||||||
Mr.
Williamson
|
11/13/02
|
5,000
|
128 | |||||
11/12/03
|
5,000
|
1,925 | ||||||
11/18/04
|
5,000
|
4,014 | ||||||
11/8/05
|
5,000
|
7,823 | ||||||
2/6/07
|
5,000
|
4,437 | ||||||
Total
|
$
|
18,327 |
c.
|
This
column includes the medical reimbursement plan ($3,500 per
year), tax
gross up for the medical reimbursement plan and reimbursement
for tax
preparation.
|
·
|
No
member of the Compensation Committee served as a member
of the
compensation committee of another entity, one of whose
executive officers
served on the Company’s compensation
committee;
|
·
|
None
of the Company’s executive officers served as a director of another
entity, one of whose executive officers served on the
compensation
committee of the Company; and
|
·
|
No
executive officer of the Company served as a member of
the compensation
committee of another entity, one of whose executive officers
served as a
director of the
Company.
|
Name
&
Address
of Beneficial
Owner
|
Amount
and Nature of Beneficial
Ownership
|
Percent
of
Class
|
||||||
MSD
Capital,
L.P.
MSD
SBI, L.P.
645
Fifth Avenue, 21st
Floor
New
York,
NY 10022-5910
|
2,782,300 | (1) | 9.8 | % | ||||
Neuberger
Berman,
Inc.
605
Third
Avenue
New
York, NY
10158
|
1,641,079 | (2) | 5.8 | % | ||||
Keeley
Asset Management
Corp.
401
South LaSalle
St. Suite 1201
Chicago,
IL
60605
|
2,095,043 | (3) | 6.9 | % | ||||
The
Lion Fund,
L.P.
9311
San Pedro Ave. Suite
1440
San
Antonio, TX
78216
|
2,275,945 | (4) | 7.4 | % | ||||
HBK
Master Fund,
L.P.
HBK
Investments
L.P.
300
Crescent Ct. Suite
700
Dallas,
TX
75201
|
2,703,726 | (5) | 9.5 | % | ||||
Barclay’s
Global Investors,
N.A.
One
International Place, 45th
Floor
Boston, MA 02110
|
1,426,646 | (6) | 5.0 | % |
(1)
|
This
information was supplied on a Schedule 13G/A filed with the
Securities and
Exchange Commission on February 14, 2007. MSD Capital, L.P. and MSD
SBI, L.P. share voting and investment power over the reported
shares.
|
(2)
|
This
information was supplied on a Schedule 13G filed with the
Securities and
Exchange Commission on February 13, 2007. Neuberger Berman, Inc.,
Neuberger Berman Management, Inc. and Neuberger Berman, LLC
share voting
power over the shares.
|
(3)
|
This
information was supplied on a Schedule 13G/A filed with the
Securities and
Exchange Commission on February 1,
2007.
|
(4)
|
This
information was supplied on a Schedule 13D/A filed with the
Securities and Exchange Commission on December 22, 2007. The Lion
Fund, L.P., Biglari Capital Corp., Western Acquisitions,
L.P., Western
Investments, Inc., Sardar Biglari, Western Sizzlin Corp.,
and Philip
Cooley share voting power over the
shares.
|
(5)
|
This
information was supplied on a Schedule 13D/A filed with the
Securities and
Exchange Commission on July 3, 2007. HBK Master Fund L.P., HBK
Fund L.P., HBK Investments L.P., HBK Services LLC, HBK Partners
II L.P.,
HBK Management LLC, LSF5 Indy Investments, LLC, LSF5 Indy
Holdings, LLC,
LSF5 REOC VII, L.P., LSF5 GenPar VII, LLC, Lone Star Fund
V (U.S.), Lone
Star Partners V, L.P., Lone Star Management Co. V, Ltd.,
John P. Grayken,
and Robert J. Stetson, share voting power over the
shares.
|
(6)
|
This
information was obtained from a Form 13G filed with the Securities
and
Exchange Commission on January 31, 2007. Barclays Global Investors,
NA, Barclays Global Fund Advisors, Barclays Global Investors,
LTD, share
voting power over the shares.
|
Name
of Beneficial
Owner
|
Amount
and Nature of Beneficial
Ownership(1)
|
Percent
of
Class
|
|||||
Geoffrey
Ballotti
|
1,000 | * | |||||
Jeffrey
Blade
|
80,625 | (2) | * | ||||
Peter
M.
Dunn
|
79,251 | (3) | * | ||||
Alan
B.
Gilman
|
528,010 | (4) | 1.90 | % | |||
Wayne
L.
Kelley
|
53,185 | (5) | * | ||||
Ruth
J.
Person
|
17,750 | (6) | * | ||||
Gary
T.
Reinwald
|
132,777 | (7) | * | ||||
J.
Fred
Risk
|
95,431 | (8) | * | ||||
John
W.
Ryan
|
25,991 | (9) | * | ||||
Steven
Schiller
|
38,725 | (10) | * | ||||
Steven
M.
Schmidt
|
7,750 | (11) | * | ||||
Duane
E.
Geiger
|
51,547 | (12) | * | ||||
Edward
Wilhelm
|
5,500 | (13) | * | ||||
James
Williamson,
Jr.
|
232,292 | (14) | * | ||||
All
directors and executive
officers as a group (17 persons)
|
1,424,168 | (15) | 5 | % | |||
*Less
than
1%.
|
|
(1)
|
Includes
shares that may be acquired pursuant to stock options exercisable
within
60 days.
|
|
(2)
|
Includes
37,325 shares that may be acquired pursuant to stock options
exercisable
with in 60 days.
|
|
(3)
|
This
is the last reported
level of share ownership by Mr. Dunn.
|
|
(4)
|
Includes
144,164 shares that may be acquired pursuant to stock options
exercisable
within 60 days.
|
|
(5)
|
Includes
9,000 shares that may be acquired pursuant to stock options
exercisable
within 60 days.
|
|
(6)
|
Includes
12,750 shares that may be acquired pursuant to stock options
exercisable
within 60 days.
|
|
(7)
|
Includes
67,719 shares that may be acquired pursuant to stock options
exercisable
within 60 days.
|
|
(8)
|
Includes
12,750 shares that may be acquired pursuant to stock options
exercisable
within 60 days. Also includes 723 shares owned of record
and beneficially
by Mr. Risk’s wife, with respect to which he disclaims beneficial
ownership.
|
|
(9)
|
Includes
12,750 shares that may be acquired pursuant to stock options
exercisable
within 60 days.
|
|
(10)
|
Includes
15,425 shares that may be acquired pursuant to stock options
exercisable
within 60 days.
|
|
(11)
|
Includes
6,750 shares that may be acquired pursuant to stock options
exercisable
within 60 days.
|
(12) |
Includes
22,389 shares
that
may be acquired pursuant to stock options exercisable within
60
days.
|
|
(13)
|
Includes
2,500 shares that may be acquired pursuant to stock options
exercisable
within 60 days.
|
|
(14)
|
Includes
12,750 shares that may be acquired pursuant to stock options
exercisable
within 60 days. Also includes 19,011 shares owned of record
and
beneficially by Mr. Williamson’s wife, with respect to which he disclaims
beneficial ownership.
|
(15)
|
Includes
328,073 shares that may be acquired pursuant to stock options
exercisable
within 60 days held by all directors and executive officers
as a group.
|
EQUITY
COMPENSATION PLAN INFORMATION
|
|||
Plan
Category
|
Number
of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants
and Rights
|
Weighted
Average Exercise Price of Outstanding Options, Warrants and
Rights
|
Number
of Securities Remaining Available for Future Issuance Under
Equity
Compensation Plans (Excluding Securities Reflected in First
Column)
|
Equity
Compensation Plans approved by Shareholders(1)
|
1,657,612
|
$14.15
|
1,053,807(2)
|
Equity
Compensation Plans not approved by Shareholders
|
–
|
N/A
|
N/A
|
Totals
|
1,657,612
|
$14.15
|
1,053,807
|
|
(1)
|
Consists
of 1997 and 2006 Employee Stock Option Plans, 2003, 2004
and 2005 Director
Stock Option Plans, the 2007 Non-Employee Director Restricted
Stock Plan,
the 1997 Capital Appreciation Plan and the 1992 and 2006
Employee Stock
Purchase Plans.
|
|
(2)
|
The
1997 Capital Appreciation Plan which provided for tandem
awards of
restricted stock and book units had 238,372 shares available
for issuance
when it expired following the end of fiscal
2007.
|
|
|
|
1)
|
None
of the independent Directors is an officer or an employee
of the Company
or its subsidiaries or affiliates, nor has been such an
employee within
the prior three years.
|
2)
|
None
of the independent Directors has received, nor has an immediate
family
member of such Director received during any twelve month
period in the
last three years more than $100,000 in direct compensation
from the
Company, other than director and committee fees and pension
or other forms
of deferred compensation for prior
service.
|
3)
|
None
of the independent Directors or any member of their immediate
family is or
within the past five years has been affiliated with the
Company’s external
auditor.
|
4)
|
None
of the independent Directors or any member of their immediate
family have
within the last three years been employed as an executive
officer of
another company on which company’s Compensation Committee one of the
Company’s present executive officers
served.
|
5)
|
None
of the independent Directors is a current employee or has
an immediate
family member who is a current executive officer of a company
that in any
of the last three fiscal years has done business with the
Company in an
amount of $1 million or 2% of such other company’s consolidated gross
revenues.
|
6)
|
None
of the independent Directors serves as a director, trustee,
executive
officer or similar position of a charitable or non-profit
organization to
which the Company or its subsidiaries made charitable contributions
or
payments in fiscal year 2007 in excess of $1 million or
2% of the
organization’s consolidated gross
revenues.
|
Type of
Fee
|
Fiscal
2007
|
Fiscal
2006
|
|||||
Audit
Fees(1)
|
$ | 403,350 | $ | 341,839 | |||
Audit-Related
Fees(2)
|
$ | 15,000 | $ | 15,000 | |||
Tax
Fees(3)
|
$ | 103,019 | $ | – | |||
All
Other Fees(4)
|
$ | – | $ | 19,525 | |||
Total
Fees for the Applicable Fiscal Year
|
$ | 521,369 | $ | 376,364 |
|
(1)
|
Audit
fees include fees for services performed for the
audit of the Company’s
annual financial statements including services
related to Section 404 of
the Sarbanes-Oxley Act and review of financial
statements included in the
Company’s 10-Q filings, 10-K filing and S-8 Registration
statement,
comment letters and services that are normally
provided in connection with
statutory or regulatory filings or
engagements.
|
|
(2)
|
Audit-Related
Fees include fees for assurance and related services
performed that are
reasonably related to the performance of the audit
or review of the
Company's financial statements. This includes the
audit of the Company’s
401(k) Plan. These fees are partially paid through
401(k)Plan
forfeitures.
|
(3)
|
Tax
Fees are fees for services performed with respect
to tax compliance, tax
advice and other tax review.
|
|
|
(4)
|
All
Other Fees are fees for other permissible work
that does not meet the
above category descriptions. This includes an online
research subscription
and sales and use tax
software.
|
Exhibit
Number
|
Description
|
|
31.01
|
Rule
13(a)-14(a)/15d-14(a)
Certification of Chief Executive Officer
|
|
31.02
|
Rule
13(a)-14(a)/15d-14(a)
Certification of Chief Financial
Officer
|