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£
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Preliminary
Proxy Statement
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£
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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£
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Soliciting
Material Pursuant to §240.14a-12
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Nevada
Gold & Casinos, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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x |
No
fee required.
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||
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
Title of each class of securities to which transaction applies:
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2)
Aggregate number of securities to which transaction applies:
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3)
Per unit price or other underlying value of transaction computed
pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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4)
Proposed maximum aggregate value of transaction:
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5)
Total fee paid
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£
Fee
paid previously with preliminary materials.
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£
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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1)
Amount Previously Paid:
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2)
Form, Schedule or Registration Statement No.:
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3)
Filing Party:
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4)
Date Filed:
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1.
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To
elect a Class I director to hold office until the 2011 Annual Meeting
of
Shareholders;
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2.
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To
ratify the selection of Pannell Kerr Forster of Texas, P.C. as independent
auditors for the 2009 fiscal year;
and
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3.
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To
transact any other business that may properly come before the
meeting.
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YOUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1
AND 2.
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By
Order of the Board of Directors,
|
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/s/
ROBERT B. STURGES
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Robert
B. Sturges
|
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Chief
Executive Officer
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(1)
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“FOR”
the election as a director of the nominee listed in this proxy
statement;
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(2)
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“FOR”
the selection of Pannell Kerr Forster of Texas, P.C. as independent
auditors for the 2009 fiscal year;
and
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(3)
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in
the discretion of the persons named in the proxy in connection with
any
other business that may properly come before the meeting. It is not
expected that any matters other than those referred to in this Proxy
Statement will be brought before the Annual Meeting.
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SHARES
BENEFICIALLY OWNED AS OF AUGUST 12, 2008
|
|||
NAME
AND ADDRESS (1)
|
NUMBER
OF SHARES
|
|
PERCENT
OF CLASS
|
|
|
|
|
|
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Robert
B. Sturges
|
199,999
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(2)
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1.5
|
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H.
Thomas Winn
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700,747
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(3)
|
|
5.4
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John
A. Arnesen
|
1,000
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(4)
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*
|
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William
G. Jayroe
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152,702
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(5)
|
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1.2
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Joseph
A. Juliano
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52,900
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(6)
|
|
*
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Francis
M. Ricci
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29,334
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(7)
|
|
*
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Wayne
H. White
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38,334
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(8)
|
|
*
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William
J. Sherlock
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36,667
|
(9)
|
|
*
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James
J. Kohn
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79,333
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(10)
|
|
*
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Ernest
E. East
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60,000
|
(11)
|
|
*
|
Donald
A. Brennan
|
72,167
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(12)
|
|
*
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Wynnfield
Investment Funds
450
Seventh Avenue, Suite 509
New
York, NY 10123
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1,719,002
|
(13)
|
13.3
|
|
Louise
H. Rogers
2512
Alta Mira
Tyler,
TX 75701
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941,288
|
7.3
|
||
Robert
C. Ide
159
North Wolcott Street, Suite 304
Casper,
WY 82601
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760,000
|
5.9
|
||
All
current directors and executive officers as a
group
(11 persons)
|
1,422,183
|
(14)
|
11.0
|
(1)
|
Unless
otherwise indicated, the address for the persons listed is 50 Briar
Hollow
Lane, Suite 500 West, Houston, Texas
77027.
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(2)
|
Includes
options to purchase 169,999 shares of common stock held by Mr. Sturges
exercisable as of August 12, 2008 or within 60 days
thereafter.
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(3)
|
Includes
(a) options to purchase 195,000 shares of common stock held by Mr.
Winn
exercisable as of August 12, 2008 or within 60 days thereafter, (b)
286,574 shares of common stock owned by Aaminex Capital Corporation,
and
(c) 30,933 shares of common stock owned by The H. Thomas Winn Foundation.
Mr. Winn is the president of The H. Thomas Winn Foundation and Aaminex
Capital Corporation.
|
(4)
|
Effective
March 1, 2008, Mr. Arnesen voluntary resigned his position with the
Company.
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(5)
|
Includes
(a) options to purchase 33,334 shares of common stock held by Mr.
Jayroe
exercisable as of August 12, 2008 or within 60 days thereafter, (b)
3,334
shares of common stock owned by Christine Jayroe, (c) 3,334 shares
of
common stock owned by Hunter Jayroe, (d) 3,334 shares of common stock
owned by Haley Jayroe and (d) 14,000 shares of common stock owned
by The
Jayroe Foundation.
|
(6)
|
Includes
options to purchase 30,000 shares of common stock held by Mr. Juliano
exercisable as of August 12, 2008 or within 60 days
thereafter.
|
(7)
|
Includes
options to purchase 26,334 shares of common stock held by Mr. Ricci
exercisable as of August 12, 2008 or within 60 days
thereafter.
|
(8)
|
Includes
options to purchase 38,334 shares of common stock held by Mr. White
exercisable as of August 12, 2008 or within 60 days
thereafter.
|
(9)
|
Includes
options to purchase 26,667 shares of common stock held by Mr. Sherlock
exercisable as of August 12, 2008 or within 60 days
thereafter.
|
(10)
|
Includes
options to purchase 79,333 shares of common stock held by Mr. Kohn
exercisable as of August 12, 2008 or within 60 days thereafter.
|
(11)
|
Includes
options to purchase 60,000 shares of common stock held by Mr. East
exercisable as of August 12, 2008 or within 60 days
thereafter.
|
(12)
|
Includes
options to purchase 66,667 shares of common stock held by Mr. Brennan
exercisable as of August 12, 2008 or within 60 days
thereafter.
|
(13) |
Includes:
(i) 424,802 shares of common stock held by Wynnefield Partners Small
Cap
Value, L.P. (“WPSCV”), (ii) 611,000 shares of common stock held by
Wynnefield Partners Small Cap Value, L.P. I (“WPSCVI”), (iii) 674,000
shares of common stock held by Wynnefield Small Cap Value Offshore
Fund,
Ltd. (“WSCVOF”) and (iv) 9,200 shares of common stock held by Profit
Sharing and Money Purchase Plans, Inc. (the “Plan”).
|
Wynnefield
Capital Management, LLC (“WCM”), a New York limited liability company, is
the sole general partner of WPSCV and WPSCVI, private investment
companies
organized as limited partnerships under the laws of the State of
Delaware,
and, accordingly, may be deemed to be the indirect beneficial owner
(as
that term is defined under Rule 13d-3 under the Exchange Act), and
has the
sole power to direct the voting and disposition, of the shares of
the
Company’s common stock that WPSCV and WPSCVI beneficially own. Messrs.
Nelson Obus and Joshua Landes are the co-managing members of WCM
and,
accordingly, each of Messrs. Obus and Landes may be deemed to be
the
indirect beneficial owner (as that term is defined under Rule 13d-3
under
the Exchange Act), and each of Messrs. Obus and Landes shares with
the
other the power to direct the voting and disposition, of the shares
of the
Company’s common stock that WCM may be deemed to beneficially own.
Wynnefield
Capital, Inc. (“WCI”) is the sole investment manager of WSCVOF, a private
investment company organized under the laws of the Cayman Islands,
and,
accordingly, may be deemed to be the indirect beneficial owner (as
that
term is defined under Rule 13d-3 under the Exchange Act) of the shares
of
the Company’s common stock that WSCVOF beneficially owns. Messrs. Obus and
Landes are executive officers of WCI and, accordingly, each of Messrs.
Obus and Landes may be deemed to be the indirect beneficial owner
(as that
term is defined under Rule 13d-3 under the Exchange Act), and each
of
Messrs. Obus and Landes, as executive officers of WCI, shares with
the
other the power to direct the voting and disposition of the shares
of the
Company’s common stock that WCI may be deemed to beneficially
own.
The
Plan is an employee profit sharing plan organized under the laws
of the
State of Delaware. Mr. Obus is the portfolio manager for the Plan
and,
accordingly, Mr. Obus may be deemed to be the indirect beneficial
owner
(as that term is defined under Rule 13d-3 under the Exchange Act),
and has
the sole power to direct the voting and disposition, of the shares
of the
Company’s common stock that the Plan may be deemed to beneficially own.
|
(14)
|
Includes
options to purchase 725,668 shares of common
stock.
|
|
Nominee
|
|
Age
|
|
Principal
Occupation
|
|
|
Wayne
H. White
|
|
70
|
|
Retired
Investment Banker
|
|
Name
|
|
Age
|
|
Class/Term
Expiration
|
|
Principal
Occupation
|
Joseph
A. Juliano
|
57
|
Class
II/2009
|
Chairman,
Nevada Gold & Casinos, Inc.
|
|||
Robert
B. Sturges
|
61
|
Class
III/2010
|
CEO,
Nevada Gold & Casinos, Inc.
|
|||
William
J. Sherlock
|
58
|
Class
III/2010
|
Gaming
Consultant
|
|||
William
G. Jayroe
|
51
|
Class
III/2010
|
SVP,
South East Region of Enviance, Inc.
|
|||
Francis
M. Ricci
|
65
|
Class
II/2009
|
CEO/CFO,
Yes!Golf
|
|||
James
J. Kohn
|
|
58
|
-
|
|
Executive
Vice President, Secretary, and CFO
|
|
Ernest
E. East
|
|
65
|
-
|
|
Senior
Vice President and General Counsel
|
|
Donald
A. Brennan
|
|
64
|
-
|
|
VP
of Development
|
·
|
the
notice from a shareholder must be received by the Company not less
than 90
days prior to the anniversary date of the immediately preceding annual
meeting of shareholders; if the annual meeting is called for a date
that
is not within 30 days before or after such anniversary date, notice
must
be received not later than the close of business on the 10th
day following the date on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs;
|
·
|
the
shareholder's notice must state the proposed nominee’s name, age, business
address and residence address, principal occupation, number of shares
of
common stock of the Company owned, and any other information about
the
person required under SEC rules for director nominees to be named
in a
proxy statement;
|
·
|
the
notice must include the name, record address and number of shares
of
common stock of the Company owned by the shareholder recommending
the
proposed nominee;
|
·
|
the
notice must include a description of all arrangements or understandings
between such shareholder and each proposed nominee; and
|
·
|
the
notice must include any other information relating to such shareholder
that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies
for elections of directors pursuant to Section 14 of the Exchange
Act.
|
Name
|
|
Fees
Earned
or
Paid
in
Cash
($)
(a)
|
|
Option
Awards
($) (b)
|
|
All
Other
Compensation
($)
|
|
Total
($)
|
|||
William
G. Jayroe
|
|
17,000
|
|
10,137
|
|
-
|
|
27,137
|
|||
Joseph
A. Juliano
|
|
27,750
|
|
7,603
|
|
-
|
|
35,353
|
|||
Francis
M. Ricci
|
|
31,250
|
|
6,336
|
|
-
|
|
37,586
|
|||
Wayne
H. White
|
|
17,000
|
|
6,336
|
|
-
|
|
23,336
|
|||
William
J. Sherlock
|
|
13,000
|
|
1,267
|
|
-
|
|
14,267
|
|||
H.
Thomas Winn *
|
*
|
106,185
|
106,185
|
||||||||
Former
Director
|
|||||||||||
John
M. Gallaway (c)
|
|
12,000
|
|
3,801
|
|
-
|
|
15,801
|
(a)
|
Includes
annual fees, meeting fees and fees for committee chairmanship. Mr.
Juliano, the Chairman of the Company’s Board of Directors, received a
prorated annual chairmanship fee at the time of his election as the
Chairman in June 2007 and a prorated $1,000 increase in such fee
as of the
last quarter of the fiscal year 2008. Mr. Ricci, the Chair of the
Audit
Committee, received a prorated $1,000 increase in the annual chairmanship
fee as of the last quarter of the fiscal year 2008. Mr. Sherlock
received
a prorated annual fee as of the time of his election to the Company’s
Board of Directors in October 2007.
|
(b)
|
The
amount reflected in the table is the amount of compensation recognized
during the fiscal year ended April 27, 2008 for financial reporting
purposes in accordance with SFAS 123(R), except that no forfeiture
rate
assumption has been applied to the amounts in the table. On January
23,
2008, non-employee directors were granted the following options to
purchase the Company’s common stock: Mr. Jayroe was granted 40,000
options, Mr. Juliano was granted 30,000 options, Mr. White was granted
25,000 options, Mr. Ricci was granted 25,000 options, Mr. Gallaway
was
granted 15,000 options and Mr. Sherlock was granted 5,000. On October,
15,
2007, Mr. Sherlock was also granted 25,000 options at the time he
was
appointed to the Company’s Board of Directors. All grants to directors
were valued using the Black-Scholes Model with assumptions as described
in
Footnote 10 to the Company’s Consolidated Financial Statements, which are
included in the Company’s 2008 Annual Report to Stockholders which
accompanies this proxy statement.
|
(c)
|
Mr.
Gallaway’s options were forfeited following his resignation in March 2008.
Mr. Gallaway passed away in March 2008.
|
*
|
Mr.
Winn’s other compensation consists of $102,308 in salary and $3,877 in
matching 401(K) contributions for the fiscal year 2008. In addition
to the
compensation referred to above and as disclosed in the Company’s Proxy
Statement for the 2007 Annual Meeting of Shareholders, Mr. Winn entered
into a Separation Agreement & Release (the “Agreement”) with the
Company on June 27, 2007. Under the Agreement, he will continue to
receive
compensation equal to the base compensation to which he would have
been
entitled until December 31, 2008. In addition, the Company will reimburse
him for his benefits under COBRA during the same period and the Company
awarded him a non-qualified stock option to purchase 200,000 shares
of the
Company’s common stock at the closing price as of July 6, 2007 ($2.01).
The option vests at a rate of 25% per year for four years and expires
five
years from the date of grant. On April 29, 2007, the Company recorded
a
severance accrual of $775,683 regarding Mr. Winn. The accrual consisted
of
$199,587 for the option grant plus $576,096 other compensation.
|
Name
of Director
|
Outstanding
Stock Options
Exercisable
(#)
|
Outstanding
Stock
Options
Unexercisable
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
William
G, Jayroe
|
15,000
5,000
13,334
|
-
-
26,666
|
10.59
11.40
1.20
|
09/24/2008
09/08/2009
01/23/2013
|
Joseph
A. Juliano
|
15,000
5,000
10,000
|
-
-
20,000
|
10.59
11.40
1.20
|
09/24/2008
09/08/2009
01/23/2013
|
Francis
M. Ricci
|
13,000
5,000
8,334
|
-
-
16,666
|
10.59
11.40
1.20
|
09/24/2008
09/02/2009
01/23/2013
|
Wayne
H. White
|
25,000
5,000
8,334
|
-
-
16,666
|
10.59
11.40
1.20
|
09/24/2008
09/08/2009
01/23/2013
|
William
J. Sherlock
|
25,000
1,667
|
-
3,333
|
1.35
1.20
|
10/15/2012
01/23/2013
|
H.
Thomas Winn
|
115,000
30,000
-
|
-
-
200,000
|
10.59
11.40
2.01
|
09/24/2008
09/08/2009
07/06/2012
|
·
|
To
reflect, in large part, the value created for
stockholders;
|
·
|
To
offer fair and competitive annual base salaries consistent with similarly
situated companies of the same size in the gaming
industry;
|
·
|
To
reward executives for corporate and individual performance through
annual
incentive and deferred compensation programs;
and
|
·
|
To
encourage long-term performance through the use of long-term incentives,
such as stock options, that align the interests of employees and
stockholders.
|
·
|
Annual
base salaries;
|
·
|
Annual
incentive compensation; and
|
·
|
Long-term
incentive compensation.
|
NAME
AND
PRINCIPAL
POSITION
|
|
FISCAL
YEAR ENDING APRIL 27, 2008 YEAR (1)
|
|
SALARY
$
|
|
BONUS
$
|
|
OPTION
AWARDS ($)
(2)
|
ALL
OTHER
COMPENSATION
$ (3)
(4) (5) (6)
|
|
TOTAL
PAY
$
|
||
Robert
B. Sturges
CEO
|
|
2008
|
|
360,192
|
10,000
|
184,687
|
36,004
|
590,883
|
|||||
|
2007
|
146,769
|
-
|
112,167
|
152,148
|
411,084
|
|||||||
|
|
||||||||||||
John
Arnesen
Former
President and
Chief
Operating Officer
|
|
2008
|
|
273,750
|
-
|
66,845
|
18,406
|
359,001
|
|||||
|
2007
|
|
319,000
|
-
|
90,370
|
9,000
|
418,370
|
||||||
|
|
|
|||||||||||
James
J. Kohn
Executive
Vice President
and
CFO
|
2008
|
238,077
|
10,000
|
50,224
|
9,000
|
307,301
|
|||||||
2007
|
107,692
|
-
|
19,474
|
18,453
|
145,619
|
||||||||
Ernest
E. East
Sr.
Vice President and General Counsel
|
2008
|
238,077
|
10,000
|
48,998
|
9,000
|
306,075
|
|||||||
Donald
A. Brennan
VP
— Development
|
|
2008
|
|
165,467
|
10,000
|
22,437
|
21,108
|
219,012
|
|||||
|
2007
|
151,358
|
-
|
3,745
|
155,103
|
(1)
|
Compensation
data for fiscal year 2008 includes the period April 30, 2007 through
April
27, 2008.
|
(2)
|
The
amounts in this column reflect the compensation costs recognized
for
financial statement reporting purposes for the fiscal year 2008 ended
April 27, 2008 and fiscal year 2007 ended April 29, 2007, in accordance
with SFAS No. 123(R) of awards pursuant to the Company’s Second Amended
and Restated 1999 Stock Option Plan. Assumptions used in the calculation
of this amount for fiscal year ended April 27, 2008 are included
in
Footnote 10 to the Company’s audited financial statements for the fiscal
year end April 27, 2008, included in the Company’s Form 10-K filed with
the Securities and Exchange Commission on July 28,
2008.
|
(3)
|
Consists
of car allowances for each Named Executive Officer and Mr. Brennan’s life
insurance policy.
|
(4)
|
Mr.
Sturges’ other compensation includes $14,400 for his flight allowance for
himself and his spouse and $12,604 for Mr. Sturges’ housing in the
Company’s furnished corporate apartment in Houston pursuant to his
employment agreement. In fiscal year 2007, Mr. Sturges’ other compensation
included $132,740 of consulting fees prior to his employment as
CEO.
|
(5)
|
Mr.
Arnesen’s other compensation includes $10,791 for the Company’s matching
contributions to his 401(k) savings plan. Effective March 1, 2008,
Mr.
Arnesen voluntarily terminated his employment with the Company, at
which
time he forfeited all stock options granted to him during his employment
with the Company.
|
Name
|
Grant
Date
|
|
All Other
Option Awards:
Number
of
Securities
Underlying
Options
(#)(1)
|
Exercise or
Base Price of
Option
Awards
($/Sh)
|
Grant
Date
Fair Value of
Stock
and
Option
Awards
($)(2)
|
|||
Robert
B. Sturges
|
|
08/30/2007
01/23/2008
|
|
200,000
100,000
|
1.65
1.20
|
168,278
84,130
|
||
John
A. Arnesen (3)
|
08/30/2007
|
60,000
|
1.65
|
50,483
|
||||
James
J. Kohn
|
|
08/30/2007
04/22/2008
|
|
60,000
70,000
|
1.65
1.14
|
50,483
58,891
|
||
Ernest
E. East
|
|
08/30/2007
|
|
60,000
|
1.65
|
50,483
|
||
Donald
A. Brennan
|
|
08/30/2007
|
|
40,000
|
1.65
|
33,656
|
(1)
|
Stock
options granted to the Named Executive Officers were granted under
the
Company’s Amended and Restated 1999 Stock Option Plan and vest over three
years, with 1/3 of the shares subject to such option vesting each
year
from the date of the grant with the exception of Mr. Sturges whose
options
vest over three years, each 1/3 vesting from the date he waived his
right
to voluntarily terminate his employment with the Company (i.e. January
23,
2008).
|
(2)
|
For
a discussion of the assumptions and methodologies used to calculate
the
amounts reported, please see the discussion of stock-based compensation
contained in Note 10 to the Company’s audited financial statements for the
fiscal year end April 27, 2008, included in the Company’s Form 10-K filed
with the Securities and Exchange Commission on July 28, 2008, which
note
is incorporated herein by reference.
|
(3)
|
Effective
March 1, 2008, Mr. Arnesen voluntarily terminated his employment with
the Company, at which time he forfeited all stock options granted
to him
during his employment with the
Company.
|
Name
|
|
Cash
Severance
($)
(a)
|
|
Value of Options and
Restricted Stock that Have
Accelerated
Vesting
($)
|
|
Value of Medical
Continuation
($)
(b)
|
|
Gross-Up
Amount
($)
|
|
Total
($)
|
||||
Robert
B. Sturges
|
|
400,000
|
193,799
|
-
|
-
|
593,799
|
||||||||
Ernest
E. East
|
|
673,077
|
133,508
|
13,637
|
-
|
820,222
|
||||||||
James
J. Kohn
|
|
819,712
|
134,565
|
13,637
|
-
|
967,914
|
(a)
|
These
amounts include cash severance payments mandated by each executive
officer’s employment agreement including accrued vacation and auto
allowance. Mr. Sturges’ cash severance also includes flight allowance. In
the event of termination without cause, Mr. Sturges will receive
12 months
salary paid in monthly installments. In the event of termination
without
cause, Mr. East and Mr. Kohn are entitled to a lump sum amount equal
to
their respective six months salaries (plus prorated performance bonus,
accrued vacation and fringe benefits remaining during the term of
each
named executive respective employment agreement) and, beginning six
month
after the termination and continuing until the end of the term of
their
respective employment agreements, each of them is entitled to monthly
installments of a sum equivalent to a pro-rated annual salary less
required withholding.
|
(b)
|
These
amounts are estimates based on a blended rate for the executive officers,
which includes a base COBRA cost and incremental costs for the portion
of
the premiums that the Company pays. The estimated amounts are given
because of certain HIPAA privacy regulations and are expected to
be close
to the true rate for the individual.
|
Name
|
|
Cash
Severance
($)
(a)
|
|
Value of Options and
Restricted Stock that Have
Accelerated
Vesting
($)
|
|
Value of Medical
Continuation
($)
(b)
|
|
Gross-Up
Amount
($)
|
|
Total
($)
|
|||||
Robert
B. Sturges
|
|
1,084,615
|
478,301
|
-
|
-
|
1,562,916
|
|||||||||
James
J. Kohn
|
|
819,712
|
134,565
|
13,637
|
-
|
967,914
|
|||||||||
Ernest
E. East
|
|
673,077
|
133,508
|
13,637
|
-
|
820,222
|
(a)
|
These
amounts include cash severance payments mandated by each executive
officer’s employment agreement including accrued vacation and auto
allowance. Mr. Sturges’ cash severance also includes flight
allowance.
|
(b)
|
These
amounts are estimates based on a blended rate for the executive officers,
which includes a base COBRA cost and incremental costs for the portion
of
the premiums that the Company pays. The estimated amounts are given
because of certain HIPAA privacy regulations and are expected to
be close
to the true rate for the individual.
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|
Robert
B. Sturges
|
70,000
66,666
33,333
|
30,000
133,334
66,667
|
4.87
1.65
1.20
|
10/12/2016
08/30/2012
01/23/2013
|
|
Ernest
E. East
|
20,000
20,000
|
10,000
40,000
|
3.24
1.65
|
01/08/2012
08/30/2012
|
|
James
J. Kohn
|
16,000
20,000
23,333
|
10,000
40,000
46,667
|
3.79
1.65
1.14
|
10/23/2011
08/30/2012
04/22/2013
|
|
Donald
A. Brennan
|
30,000
10,000
13,333
|
-
-
26,667
|
14.19
11.40
1.65
|
02/26/2009
09/08/2009
08/30/2012
|
(a)
|
The
option awards were granted pursuant to the Company’s 1999 Stock Option
Plan (“1999 Option Plan”) which was approved by shareholders at the 1999
Annual Meeting of Shareholders and amended at the 2002 Annual Meeting
of
Shareholders and the 2004 Annual Meeting of Shareholders. During
the
fiscal year ended April 27, 2008, no stock options were exercised
by the
Named Executive Officers. Based on the exercise price of the options
held
by the Named Executive Officers for the fiscal year ended April 27,
2008
there were no “In-the-Money Options” held by the Named Executive Officers.
The fair market value of our common stock at the end of the fiscal
year
was $1.14 per share.
|
Fiscal
2008
|
Fiscal
2007
|
|
Audit
Fees
|
$459,259
|
$251,013
|
Tax
Service Fees
|
$102,572
|
-
|
For
|
Against
|
Abstain
|
||||
1.
|
Proposal
one to elect one Class I
director
nominee to hold office until the
2011
Annual Meeting of Shareholders:
|
|||||
Wayne
H. White
|
o
|
o
|
o
|
|||
2.
|
Proposal
two to approve the Selection of
Pannell
Kerr Forster of Texas, P.C. as the Company’s
Independent
Auditors for the
fiscal
year ending April 30, 2009.
|
o
|
o
|
o
|