Derek Dunaway, who has been a consultant to Vector since May 2007, became President of Cyalume on February 29, 2008.
initial public offering prospectus indicated that Vector
would not pay any of its existing officers, directors or stockholders, or any entity with which they are affiliated, any finder's fee, consulting fee, or other compensation for services rendered prior to or in connection with a business combination.
Derek Dunaway has in the past been affiliated with SCP Partners (though all such affiliations terminated in February 2001 and he was not affiliated with SCP Partners in any way since that time until 2007, when he became a consultant for Vector), with which members of our management team are affiliated, and is listed as a "Venture Partner" on the website of SCP Partners.
He was also hired as a consultant to Vector promptly after Vector's initial public offering.
does not believe that the transaction with Cyalume
violates its initial public offering prospectus for the following reasons:
Mr. Dunaway is not an officer, director or stockholder of Vector.
Mr. Dunaway should not be considered to be an affiliate of Vector's officers, directors or stokholders, since, although he is listed as a "Venture Partner" on SCP Partners's web site, (a) he was only added to the web site in 2007 when he joined Vector as a consultant, (b) he has no duties or responsibilities for SCP Partners or any of its affiliates other than acting as a consultant for Vector, (c) he receives no compensation from SCP Partners or its affiliates for services other than as a consultant, and (d) he has no investment in SCP Partners or any of its affiliates other than Vector (pursuant to Mr. Dunaway's consulting agreement with Vector, he is entitled to receive warrants to purchase 100,000 shares of Vector's common stock if Vector consummates a business combination).
Even if Mr. Dunaway
were considered to be an affiliate of SCP Partners
is not an entity affiliated with the officers, directors or stockholders of Vector
None of Vector's
officers, directors or stockholders, or any of their respective affiliates will receive any portion of Mr. Dunaway's
The members of Cyalume's senior level of management, including the President (Derek Dunaway), the Chief Financial Officer (Michael Bielonko), the Chief Technology Officer (Edgar Cranor) and the Vice President of Government/Military Sales (Thomas McCarthy), are expected to continue in similar roles once the acquisition by Vector is completed.
Except for Derek Dunaway
, each currently holds shares in GMS Acquisition and will receive shares of Vector
in accordance with the stock purchase agreement, as amended.
Derek Dunaway has been a consultant to Vector since May 2007 and became the President of Cyalume on February 29, 2008.
came to Vector from WNL Associates, where he
was a digital media industry consultant involved in due diligence, strategic consulting and fund raising.
Prior to that, from 2000 to 2006, he was the CEO and President of Techonline, a provider of online education and online media services to the electronics industry, of which SCP Partners and Selway Partners were majority stockholders (Techonline was considered to be a portfolio company of both Selway and SCP).
In 2000 he was the Vice President of Business Development for Selway Partners.