www.sec.gov/Archives/edgar/data/922257/0001059016-02-00 -
[Cached Version]
Published on: 8/27/2002
Last Visited: 8/29/2002
Mr. Richard D. Gittin, age 55, currently serves as Principal of Gittin Consulting, which specializes in strategy development, strategic outsourcing and operations development.Lucent Technologies, Visteon Corporation and the United States General Accounting Office are among Mr. Gittin's clients.Prior to Gittin Consulting, Mr. Gittin served as Director of Information Technology for Union Carbide Corporation, where he developed a global information technology strategy and implemented a complete revision of the technology infrastructure.Prior to Union Carbide, Mr. Gittin served as the Director of Information Technology for the United States General Accounting Office in Washington, D.C., Managing Director - Infrastructure Services for Continental Bank, N.A., Director of Communications Systems, Motorola Incorporated, and Vice President - Marketing, Centel Business Systems, among other information technology and sales and marketing positions for large public companies.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES ENTERTAINMENT TECHNOLOGIES & PROGRAMS INC has no compensation committee, no audit committee and no nominating committee.Decisions concerning executive officer compensation for 2002 were made by the full Board of Directors. On February 21, 2002, the Board of Directors elected to classify each Director pursuant to the terms of classification as promulgated in Section 15 (b) of ENTERTAINMENT TECHNOLOGIES & PROGRAMS INC's Amend By-Laws.
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Subsequently, on May 2, 2002, the Board unanimously approved the appointment of Mr. Richard D. Gittin to fill the vacant Class I directorship. As promulgated in our By-Laws approved by vote of the shareholders on or about May 29, 2001, the directors of the corporation shall be divided into three (3) classes as nearly equal in size as practicable, which classes are hereby designated as Class I, Class II and Class III.The term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of stockholders after the 2000 annual meeting of stockholders, or at any adjournments thereof; the term of office of the initial Class II directors shall expire at the second regularly-scheduled annual meeting of stockholders after the 1998 annual meeting of stockholders, or at any adjournments thereof; and the term of office of the initial Class III directors shall expire at the third regularly-scheduled annual meeting of stockholders after the 1998 annual meeting of stockholders, or at any adjournments thereof.For purposes hereof, the initial Class I, Class II and Class III directors shall be those directors so designated and elected at the 1998 annual meeting of stockholders, or any adjournment thereof.The designation of said directors of Class I, Class II, and Class III shall be by a majority vote of the Board of Directors or, if agreement cannot be reached, by length of prior service on the Board.At each annual meeting of stockholders after the 1998 annual meeting of stockholders or any adjournment thereof, directors to replace those of the Class whose terms expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting of stockholders and until their respective successors have been duly elected and qualified.If the number of directors is hereafter changed, any newly created directorships or decrease in the number of directorships shall be so apportioned among the classes so as to make all the classes as nearly equal in number as practicable.
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Woods, Stutzman, Martin, Regan and Gittin failed to timely file Form 3 and Form 4, as applicable.
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Woods, Stutzman, Martin, Regan and Gittin have sole voting and investment power with respect to the shares shown as beneficially owned by each of them.
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Richard D. Gittin
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On March of 2002, Richard D. Gittin, who subsequently became one of our directors on May 2, 2002, purchased 350,000 shares of our common stock for $10,000.
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RICHARD D. GITTIN 2. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. [ ] FOR
[ ] AGAINST
[ ] ABSTAIN Please sign exactly as name appears below.