www.sec.gov/Archives/edgar/data/720896/0000950130-02-00 -
[Cached Version]
Published on: 10/25/2002
Last Visited: 10/28/2002
FACE="Times New Roman" SIZE="2" COLOR="#000000">The Board of Directors of MEMRY CORP currently consists of six members: James G. Binch, W. Andrew Krusen, Jr., Jack H. Halperin, Esq., Kempton J. Coady, III, Dr. Andrew L. Lux and Dr. Edwin Snape.
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The Board of Directors recommends election of each of the following six individuals: James G. Binch, W. Andrew Krusen, Jr., Jack H. Halperin, Esq., Kempton J. Coady, III, Dr. Andrew L. Lux and Dr. Edwin Snape.
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W. Andrew Krusen, Jr.(2),(3)
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W. Andrew Krusen, Jr. is a graduate of Princeton University with a Bachelor's Degree in Geology.Since 1989, he has been President (as well as a principal shareholder) of Dominion Financial Group, Inc., a family-controlled corporation involved in real estate development and financial services, as well as Chairman of Dominion Energy and Minerals Corporation, an oil and gas concern.Mr. Krusen is also the Chairman of the Executive Committee of Dominion Financial Group International LLC and a General Partner of Krusen-Vogt & Co.Mr. Krusen is also the President and a principal shareholder of JAWIT Corporation which is the managing General Partner of WIT Ventures, LTD and he is a limited partner of WIT Ventures, LTD.He is a director of Raymond James Trust Company, S&P Cellular Holding, Inc., and Florida Banks, Inc.
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Halperin and Krusen and Dr. Lux.
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Krusen, Halperin and Coady, is authorized (i) to establish criteria and procedures for the election of directors, (ii) to review the qualifications of candidates proposed for nomination to the Board, (iii) to recommend, prior to each annual meeting of stockholders, a slate of directors to be elected at such meeting, and (iv) to recommend, when appropriate, changes in the structure, size or function of the Board.
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W. Andrew Krusen, Jr.
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Coady, Halperin and Krusen during the fiscal year ended June 30, 2002.
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Mr. Krusen resigned from the Compensation Committee on July 24, 2002.
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W.Andrew Krusen, Jr. failed to timely file a Form 4 to report the purchases of 472 and 4,200 shares of Common Stock, each on October 2, 2001.Mr. Krusen subsequently reported these transactions on a Form 4 filed on December 17, 2001.W.Andrew Krusen, Jr. failed to timely file a Form 4 to report the purchases of 3,000 and 2,000 shares of Common Stock, each on December 26, 2001.Mr. Krusen subsequently reported these transactions on a Form 4 filed on January 14, 2002.W.Andrew Krusen, Jr. failed to timely file a Form 4 to report the purchase of 10,000 shares of Common Stock on February 28, 2002.Mr. Krusen subsequently reported this transaction on a Form 4 filed on March 26, 2002.W.Andrew Krusen, Jr. failed to timely file a Form 4 to report the purchase of 3,000 shares of Common Stock on June 26, 2002.Mr. Krusen subsequently reported this transaction on a Form 4 filed on August 15, 2002.
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Kempton J. Coady, Jack H. Halperin and W. Andrew Krusen, Jr. each failed to timely file a Form 5 to report the receipt by each of them of four grants of stock and two grants of stock options during MEMRY CORP's 2002 fiscal year.
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Coady, Halperin and Krusen reported such transactions on a Form 5 filed on August 30, 2002, as amended on October 17, 2002.