www.sec.gov/Archives/edgar/data/1111632/0001111632-08-0 -
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Published on: 4/29/2008
Last Visited: 8/10/2008
The nominees for directors to be elected at the Annual Meeting are Gerald J. Burnett, William L. Campbell, Craig F. Heimark, R. Stephen Heinrichs, Robert M. Metcalfe, Simon B. Moss and James W. Zeigon.
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Craig Heimark has served as a member of the Company's board of directors since June 2005.He has been the Managing Partner of the Hawthorne Group, a strategic advisory firm focused on equity consulting to high growth information technology and financial companies, since 1998.During 2000 and 2001, Mr. Heimark provided consulting services to the Company.From 1990 to 1997, he served in various capacities at Swiss Bank Corporation Warburg, the predecessor company to UBS Warburg.Mr. Heimark holds a B.A. degree in Economics and a B.S. in Biology from Brown University.
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Heimark, Heinrichs and Zeigon and Dr. Metcalfe is "independent" as the term is used under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and that each is an independent director within the meaning of NASDAQ Marketplace Rule 4200(a)(15), as currently in effect.
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Heimark, Zeigon and Dr. Metcalfe.
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The Compensation Committee was formed in March 2001 by resolution of the board of directors of the Company, and currently consists of Mr. Heimark and Dr. Metcalfe.
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Following the Annual Meeting and subject to the election of the nominees named in this proxy statement, the Compensation Committee is expected to consist of Messrs Zeigon, Heinrichs and Heimark, each of whom is independent within the meaning of NASDAQ Marketplace and the 1934 Act.
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