www.sec.gov/Archives/edgar/data/1005758/0001157523-02-0 -
[Cached Version]
Published on: 10/24/2002
Last Visited: 10/25/2002
O. G. Greene (7)
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Fratello, Galloway, Poggi, Crippen, McMullen, Greene, Nichols and Ms. Siplin is c/o PowerCerv, 400 North Ashley Drive, Suite 2675, Tampa, Florida 33602.
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The Board of Directors has nominated Roy E. Crippen, III, Marc J. Fratello, and O.G. Greene as nominees for the directors to be elected by holders of common stock, and John S. McMullen as nominee for the director to be elected by holders of preferred stock.
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Crippen, Fratello, and Greene unless you direct them to withhold your votes.
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The members are Roy Crippen, Marc Fratello and O.G. Greene.
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The members of the Audit Committee are currently O. G. Greene and John S. McMullen, both of whom are independent.
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O. G. GREENE has served as a director of PowerCerv since October 1996.Mr. Greene has served as the Chief Executive Officer of Speer Communications, a Nashville, Tennessee provider of information and media services on an out-source basis, since March 1998.From June 1995 to March 1998, Mr. Greene served as President and Chief Executive Officer of GridNet International LLC, an enhanced service provider in the telecommunications industry located in Atlanta, Georgia.From May 1992 to June 1995, Mr. Greene was the Executive Vice President and Chief Operating Officer of First Financial Management Corporation, a firm providing payment systems services to the credit card, check and health care industries in Atlanta.From February 1991 to May 1992, Mr. Greene was the President and CEO of National Data Corporation, a firm providing payment systems services to the credit card, check and health care industries in Atlanta.Mr. Greene also is on the board of directors of The National Registry Inc. in St. Petersburg, Florida and Auburn University. JOHN S. McMULLEN has served as vice chairman of PowerCerv since August 2001.
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Directors who are not employees of PowerCerv were paid $1,000 (except for O. G. Greene who was paid $2,000) for each Board meeting attended, however, the Board voted to suspend payments in October 2001 until further notice.During 2001, O.G. Greene, a non-employee director, also received an option to purchase 1,667 shares of PowerCerv's common stock pursuant to PowerCerv's 1995 Stock Option Plan (the "Stock Option Plan"), which vest ratably over twelve months and have an exercise price equal to the fair market value on the day of grant.All non-employee directors also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with meetings of PowerCerv's Board.No director who is an employee of PowerCerv receives separate compensation for services rendered as a director.
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NOMINEES: Roy F. Crippen, III, Marc J. Fratello, and O.G. Greene
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/s/ O.G. Greene Director
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April 16, 2002 O.G. GREENE
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O.G. Greene Director
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O. G. GREENE has served as a director of PowerCerv since October 1996.Mr. Greene has served as the CEO of Skylight Financial Inc since August 2001.Mr. Greene served as the Chief Executive Officer of Speer Communications, a Nashville, Tennessee provider of information and media services on an out-source basis, from March 1998 to April 1999.From June 1995 to March 1998, Mr. Greene served as President and Chief Executive Officer of GridNet International LLC, an enhanced service provider in the telecommunications industry located in Atlanta, Georgia.From May 1992 to June 1995, Mr. Greene was the Executive Vice President and Chief Operating Officer of First Financial Management Corporation, a firm providing payment systems services to the credit card, check and health care industries in Atlanta.From February 1991 to May 1992, Mr. Greene was the President and CEO of National Data Corporation, a firm providing payment systems services to the credit card, check and health care industries in Atlanta.Mr. Greene also is on the board of directors of digital fusion in Tampa, Florida and PreSolutions Inc in Atlanta, GA.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Under U.S. securities laws, directors, executive officers and persons holding more than 10% of PowerCerv's common stock must report their initial ownership of the common stock and any changes in that ownership to the SEC.The SEC has designated specific due dates for these reports and PowerCerv must identify in this 10-KSB/A those persons who did not file these reports when due.PowerCerv is in the process of identifying those directors and executive officers that may have failed to timely file their Forms 3, 4 or 5 and will update its findings in the next proxy filing.