SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
x
Filed by a Party other than the Registrant
o
Check the appropriate box:
o
Preliminary Proxy
Statement
o
Soliciting Material
Under Rule
o
Confidential, For
Use of
the
14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
x
Definitive
Proxy Statement
o
Definitive
Additional Materials
(Name of Registrant as
Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee
(Check the appropriate box):
x
No
fee required.
o
Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of
each class of securities to which transaction applies:
2) Aggregate number of securities
to which transaction applies:
3) Per unit price or
other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the
amount on
which the filing fee is
calculated and state how it was
determined):
4) Proposed maximum aggregate value of
transaction:
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paid:
o
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previously with preliminary materials:
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Check box
if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which
the offsetting fee was paid
previously. Identify the previous filing by registration statement
number,
or the form
or
schedule and the date of its
filing.
1) Amount previously
paid:
2) Form, Schedule or Registration
Statement No.:
3) Filing Party:
4) Date
Filed:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be
Held December 17, 2009
To the Stockholders of
Speedus Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Speedus
Corp., a Delaware corporation (“Speedus” or the “Company”), will be held at the
Company’s Executive Offices, 1 Dag Hammarskjold Blvd., Freehold, New Jersey
07728, on Thursday, December 17, 2009, at 11:00 AM, Eastern time, or at any
postponement or adjournment thereof for the following purposes:
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1.
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To
elect to the Board of Directors of the Company the five directors
currently serving thereon to serve until the Company’s 2010 Annual Meeting
of Stockholders or until their successors are duly elected;
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2.
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To
approve an amendment to the Company's 2005 Stock Incentive Plan to
increase the number of shares of Common Stock available for issuance by
150,000 shares from 319,842 to 469,842 shares, as adjusted;
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3.
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Ratification of the appointment of Amper, Politziner & Matttia,
P.C. as the Company’s independent registered public accounting
firm;
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4.
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To act
upon such other business as may properly come before the Annual
Meeting.
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In accordance with the provisions of the Company’s By-Laws, the Board of
Directors has fixed the close of business on November 16, 2009 as the record
date for the determination of the holders of Common Stock entitled to notice of,
and to vote at, the Annual Meeting.
Generally, there are three options for voting your proxy. You can vote by
telephoning a toll-free number, via the internet or by completing, signing and
returning the enclosed proxy card in the envelope provided. In any case, please
follow the instructions on the proxy card. To ensure that your shares are
represented at the Annual Meeting, you are urged to vote your proxy in one of
these fashions. You may revoke your proxy at any time before it is voted at the
Annual Meeting. If you attend the Annual Meeting, you may vote your shares in
person.
Your attention is directed to the
accompanying Proxy Statement.
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By Order of the Board of Directors
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Shant S. Hovnanian
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Chairman, President and
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Chief Executive Officer
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November 23, 2009
1 Dag Hammarskjold Boulevard
Freehold, New Jersey
07728
______________________
ANNUAL MEETING OF STOCKHOLDERS
December
17, 2009
______________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Speedus Corp. (“Speedus” or the
“Company”), a Delaware corporation, to be voted at the Annual Meeting of
Stockholders of the Company to be held at the Company’s Executive Offices, 1 Dag
Hammarskjold Blvd., Freehold, New Jersey 07728
,
on Thursday, December 17, 2009, at 11:00 AM, Eastern time, or at any
postponement or adjournment thereof. This Proxy
Statement, the Notice of Annual Meeting and
the accompanying form of proxy are first being mailed to stockholders on or
about November 23, 2009.
Only holders of record of the Company’s common stock, par value $.01 per
share (“Common Stock”), at the close of business on November 16, 2009 (the
“Record Date”), are entitled to vote on the matters to be presented at the
Annual Meeting. The number of shares of Common Stock outstanding on the Record
Date and entitled to vote was 4,026,005. Holders of Common Stock are entitled to
one vote on each matter to be voted upon by the stockholders at the Annual
Meeting for each share held.
At the Annual Meeting, stockholders
will be asked to:
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1.
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Elect to the
Board of Directors of the Company the five directors currently serving
thereon to serve until the Company’s 2010 Annual Meeting of Stockholders
or until their successors are duly elected;
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2.
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To approve an
amendment to the Company's 2005 Stock Incentive Plan to increase the
number of shares of Common Stock available for issuance by 150,000 shares
from 319,842 to 469,842 shares, as adjusted;
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3.
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Ratify the
appointment of Amper, Politziner & Matttia, P.C. as the Company’s
independent registered public accounting firm (the “Ratification Proposal”
and, these proposals collectively, “the
Proposals”).
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At the Annual Meeting, stockholders may also be asked to consider and
take action with respect to such other matters as may properly come before the
Annual Meeting.
Electronic copies of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2008 and this Notice of Annual Meeting of Stockholders
and Proxy Statement dated November 23, 2009 are available via the Investor
Relations section of the Company’s website at
www.speedus.com
.
QUORUM AND VOTE
REQUIREMENTS
The presence, in person or by proxy, of holders of record of a majority
of the shares of Common Stock issued and outstanding and entitled to vote is
required for a quorum to transact business at the Annual Meeting, but if a
quorum should not be present, the Annual Meeting may be adjourned from time to
time until a quorum is obtained. The Proposals will be determined by the
affirmative vote of the holders of a majority of the shares of Common Stock
present, in person or by proxy, and entitled to vote at the Annual Meeting.
Broker “non-votes” (i.e., proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares as to a matter with respect to which the brokers
or nominees do not have discretionary power to vote) and shares for which duly
executed proxies have been received but with respect to which holders of shares
have abstained from voting will be treated as present for purposes of
determining the presence of a quorum at the Annual Meeting. Broker “non-votes”
are only counted for purposes of determining whether a quorum is present and,
therefore, will not be included in vote totals and will have no effect on the
outcome of the votes on the proposals to be acted upon at the Annual Meeting.
Abstentions will be counted as present and entitled to vote, and will have the
effect of a negative vote with respect to the proposals to be acted upon at the
Annual Meeting. If you hold your shares through a broker, your shares may be
voted even if you do not vote or attend the annual meeting. Under applicable
stock exchange regulations, member brokers who do not receive instructions from
beneficial owners will be allowed to vote on the Proposals.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This proxy statement contains forward-looking statements. The words
“believe,” “expect,” “will,” “may” and similar phrases are intended to identify
such forward-looking statements. Such statements reflect the current views and
assumptions of the Company and are subject to various risks and uncertainties
that could cause actual results to differ materially from expectations. These
risks include, but are not limited to, risks relating to the volatility of our
stock price, general market and economic conditions, the development and sale of
our products, and the nature of the Company’s stockholders and potential
stockholders. For a discussion of these and other risk factors that could affect
our business, see “Risk Factors” in our filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K for the year ended December
31, 2008 and our Quarterly Report on Form 10-Q for the quarter ended September
30, 2009.
SOLICITATION AND
REVOCATION
PROXIES IN THE FORM ENCLOSED ARE BEING SOLICITED BY, OR ON BEHALF OF, THE
BOARD. THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY HAVE BEEN DESIGNATED
AS PROXIES BY THE BOARD.
All Common Stock represented by properly executed proxies which are
returned and not revoked prior to the time of the Annual Meeting will be voted
in accordance with the instructions given. If no instructions are provided in an
executed proxy, it will be voted (1)
FOR
the Board
Proposal, (2)
FOR
proposals 2 and 3, and in accordance with the
proxyholder’s best judgment as to any other business raised at the Annual
Meeting. Any stockholder who executes a proxy may revoke it at any time before
it is voted by delivering to the Company a written statement revoking such
proxy, by executing and delivering a later dated proxy, or by voting in person
at the Annual Meeting. Attendance at the Annual Meeting by a stockholder who has
executed and delivered a proxy to the Company shall not in and of itself
constitute a revocation of such proxy.
The Company will bear the costs of soliciting proxies, which will be done
initially by mail. Directors, officers and employees of the Company personally,
by telephone or otherwise, may solicit proxies but will not be specifically
compensated for such services. Arrangements have been made with brokerage firms
and other nominees to forward proxy materials to beneficial owners of the
Company’s Common Stock. The Company will pay these entities customary and
reasonable fees and expenses. The Company may also retain third parties for
advisory, information agent and ballot solicitation services. The Company will
pay these third parties customary and reasonable fees and expenses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of September 30, 2009 with
respect to the beneficial ownership of our stock by (i) each person known by us
to be the beneficial owner of more than 5% of the Common Stock; (ii) each person
serving as a director or director nominee of the Company; (iii) each of our
executive officers, and (iv) all of our directors and executive officers as a
group. Unless otherwise indicated, all shares are owned directly and the
indicated owner has sole voting and dispositive power with respect thereto.
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Common Stock
Beneficially
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Owned
(1)
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Beneficial Owner
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Number
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Percent
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Shant S. Hovnanian
(2)(3)
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813,379
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19.4
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Vahak W. Hovnanian
Asset Trust,
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the Paris J. Hovnanian
Asset
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Trust and the Charentz
J.
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Hovnanian Asset Trust
(4)
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390,000
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9.9
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Vahak S. Hovnanian
(5)
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701,415
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17.7
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William F.
Leimkuhler (6)
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35,063
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*
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Jeffrey Najarian
(7)
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30,000
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*
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John Kallassy
(8)
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151,700
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3.7
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Stephen Graham
(9)
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10,000
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*
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XO Holdings, Inc.
(10)
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500,000
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11.1
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All Directors and
Executive Officers as
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a group (total 7
persons)
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2,181,557
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48.6
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* Less than 1% of the outstanding Common
Stock
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(1) Pursuant to the regulations of the Securities and Exchange Commission
(the “Commission”), shares are deemed to be “beneficially owned” by a person if
such person directly or indirectly has or shares (i) the power to vote or
dispose of such shares, whether or not such person has any pecuniary interest in
such shares, or (ii) the right to acquire the power to vote or dispose of such
shares within 60 days, including any right to acquire through the exercise of
any option, warrant or right.
(2) Includes options to purchase 256,925 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable.
(3) Includes 34,375 shares of Common Stock owned by Mr. Shant S.
Hovnanian’s minor children for which Mr. Hovnanian, as custodian, has sole
voting power.
(4) These shares were donated by Shant S. Hovnanian as gifts to and held
in equal portions by (i) the Vahak W. Hovnanian Asset Trust, (ii) the Paris J.
Hovnanian Asset Trust and (iii) the Charentz J. Hovnanian Asset Trust
(collectively, the "Trusts"), which were established for the benefit of Mr.
Hovnanian’s minor children. Mr. Hovnanian’s wife is the trustee of the Trusts.
(5) Includes options to purchase 29,625 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable, including
options for 2,500 shares of Common Stock that will be automatically granted upon
election to the Board at the 2009 Annual Meeting.
(6) Includes options to purchase 32,563 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable, including
options for 2,500 shares of Common Stock that will be automatically granted upon
election to the Board at the 2009 Annual Meeting.
(7) Includes options to purchase 27,500 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable, including
options for 2,500 shares of Common Stock that will be automatically granted upon
election to the Board at the 2009 Annual Meeting.
(8) Includes options to purchase 159,375 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable.
(9) Includes options to purchase 10,000 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable, including
options for 2,500 shares of Common Stock that will be automatically granted upon
election to the Board at the 2009 Annual Meeting.
(10) Pursuant to a Stock Purchase Agreement dated as of June 13, 1999,
the Company is required to use all reasonable efforts, subject to fiduciary
duties under applicable law, to cause an XO Communications, Inc. representative
to be elected to the Company’s Board.
In addition, Verizon Communications Inc., formerly Bell Atlantic
Corporation, has the right to appoint one director to the Board, so long as
Verizon shall hold at least 1% of the shares of Common Stock outstanding on a
fully diluted basis.
EXECUTIVE OFFICERS OF THE
COMPANY
The table below sets forth the names, ages and titles of the persons who
were executive officers of the Company as of September 30, 2009.
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Name
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Age
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Position
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Shant S. Hovnanian
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50
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Chairman of the Board of
Directors,
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President and Chief Executive
Officer
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John A. Kallassy
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45
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Executive Vice President &
CFO
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Shant S. Hovnanian has served as our Chairman of the Board of Directors,
President and Chief Executive Officer since October 1995. From June 1980 until
January 1991, Mr. Hovnanian served as Executive Vice President of the V. S.
Hovnanian Group (the “Hovnanian Group”), consisting of home building operations,
real estate development and utility companies. In 1995, Mr. Hovnanian served as
a U.S. Delegate to the World Radio Conference of the International
Telecommunications Union in Geneva, Switzerland. Mr. Hovnanian is the son of Mr.
Vahak S. Hovnanian.
John A. Kallassy has served as Executive Vice President since September
2000 and, as of August 12, 2009, also serves at Chief Financial Officer of the
Company. Since November 2004 Mr. Kallassy has also served as Chief Executive
Officer of Zargis Medical Corp. In addition to developing and executing Zargis’
business strategy, Mr. Kallassy is also responsible for evaluating new business
investment opportunities at Speedus within several business sectors. Prior to
his leadership roles at Speedus and Zargis, Mr. Kallassy was a founder and Chief
Executive Officer of American Data Consultants, Inc. (ADC), a firm specializing
in information services, direct marketing and marketing research. Mr. Kallassy
sold ADC to R.L. Polk in 1997 and continued his employment for three years at
R.L. Polk as the ADC division president and later as a corporate vice president
where he led the product management and analytical consulting groups for a $100
million business unit that was ultimately sold to Equifax Inc. Mr. Kallassy
holds a Bachelor of Science Degree in Biochemistry that was completed at Leeds
University in Leeds, England and earned his MBA from the Johnson School of
Management at Cornell University.
CORPORATE GOVERNANCE AND BOARD
MATTERS
Director Independence
The Board of Directors evaluates each year the independence of each
director and nominee for election as a director in accordance with the elements
of independence set forth in the applicable rules of The NASDAQ Stock Market. In
2008, the Board conducted a review of director independence. As a result of this
review, the Board affirmatively determined that each of the following
non-employee directors were independent and had no relationship with the
Company, except as a director and stockholder: William F. Leimkuhler, Jeffrey
Najarian and Christopher Vizas (resigned Dec. 29. 2008).
Governance and Nominating
Committee
The Governance and Nominating Committee of the Board (the “Nominating
Committee”), currently consists of William F. Leimkuhler, Jeffrey Najarian,
Shant Hovnanian and Vahak Hovnanian, and each member of the Governance and
Nominating Committee is considered independent pursuant to the applicable rules
of The NASDAQ Stock Market. The Nominating Committee identifies and submits on
an annual basis to the full Board nominees to be placed on the ballot for
election to the Board at each annual meeting of stockholders.
The Nominating Committee will consider suggested nominees to be placed on
the ballot for election to the Board at each annual meeting of stockholders in
accordance with applicable rules and regulations promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Nominating
Committee may receive recommendations for director nominees from a variety of
sources, including stockholders, management, Board members and third party
search firms. Stockholders may recommend any person to be a director of the
Company by writing to the Company’s Secretary. Each submission must include (i)
a brief description of the candidate, (ii) the candidate’s name, age, business
address and residence address, (iii) the candidate’s principal occupation and
the number of shares of the Company’s capital stock beneficially owned by the
candidate and (iv) any other information that would be required under the rules
of the Securities and Exchange Commission in a proxy statement listing the
candidate as a nominee for director. Recommended candidates may be required to
provide additional information.
The Nominating Committee will review all candidates and subject all
candidates to the same review criteria. Board members should be qualified,
dedicated and ethical individuals who have experience relevant to the Company’s
operations and understand the complexities of the Company’s business
environment. The Nominating Committee further develops recommendations regarding
the appropriate skills and characteristics required of Board members in the
context of the current composition of the Company’s Board, and these
recommendations are submitted to the Board for review and approval. In
conducting this assessment, the Nominating Committee considers knowledge,
skills, experience in business, finance, administration, relevant technical
disciplines and other attributes that the Nominating Committee determines will
contribute to the Company’s success and achievement of its business goals. In
addition, at least a majority of the Company’s Board must be independent, all
members of the Audit Committee must be independent and also satisfy heightened
independence and qualification criteria and all of the members of the
Compensation Committee and the Nominating Committee must be independent.
The Nominating Committee has adopted a charter which is available in the
Investor Relations section of the Company’s website at www.speedus.com.
Audit Committee
The Audit Committee of the Board currently consists of William F.
Leimkuhler (Chairman), Jeffrey Najarian and, Stephen Graham, and each member of
the Audit Committee is considered independent pursuant to the applicable rules
of The NASDAQ Stock Market. The Audit Committee has the duties and
responsibilities set out in the Audit Committee Charter. Those include:
selection and appointment of the independent auditor, review of its independence
and of other services provided by it, and of the fees and other arrangements
regarding its services; review with the independent auditor and management of
the scope of the audit, and of significant financial reporting issues and
judgments; review with the independent auditor and management of the annual
audited financial statements and of the quarterly financial statements; and
review with the independent auditor and management of the quality and adequacy
of internal controls. The Board has determined that Mr. Leimkuhler is an “audit
committee financial expert” within the meaning of the rules of the Securities
and Exchange Commission.
The Audit Committee has adopted a charter which is available in the
Investor Relations section of the Company’s website at
www.speedus.com
.
Compensation Committee
The Compensation Committee of the Board currently consists of Jeffrey
Najarian (Chairman), and William F. Leimkuhler, and each member of the
Compensation Committee is considered independent pursuant to the applicable
rules of The NASDAQ Stock Market. The Compensation Committee establishes and
administers the Company’s policies regarding compensation. In addition, the
Compensation Committee, as well as the Board of Directors, administers the
Company’s Stock Incentive Plan and determines which eligible employees and
consultants of the Company may participate in the Plan and the type, extent and
terms of the awards to be granted to them.
Code of Ethics
The Company is committed to conducting its business in accordance with
applicable laws, rules and regulations and to full and accurate financial
disclosure in compliance with applicable law. In order to promote honest and
ethical conduct, the Board of Directors has adopted a Code of Business Conduct
and Ethics applicable to all directors, officers, employees and agents of the
Company and a Code of Ethics for the Chief Executive Officer and Senior
Financial Officers.
The Code of Business Conduct and Ethics and the Code of Ethics for the
Chief Executive Officer and Senior Financial Officers are available in the
Investor Relations section of the Company’s website at www.speedus.com.
Board of Directors Meetings; Board Committee
Meetings
During 2008, the Board met five times and the Audit Committee of the
Board met five times. The Compensation Committee and the Nominating Committees
did not meet during 2008. All of the directors attended at least 80% of the
aggregate of: (i) the total number of meetings of the Board of Directors held
during the period for which he has been a director, and (ii) the total number of
meetings held by all committees of the board on which he served during the
periods that he served, except for Mr. Vahak S. Hovnanian who attended at least
60% of the meetings. The Company encourages but does not require Directors to
attend its annual meeting of stockholders; however, all Directors attended the
2008 Annual Meeting except for Mr. Vahak S. Hovnanian and Mr. Najarian.
Communication with the Board of
Directors
You can contact any Director by writing to such Director c/o Corporate
Secretary, Speedus Corp., 1 Dag Hammarskjold Blvd., Freehold, New Jersey, 07728.
The Corporate Secretary will promptly forward any communication unaltered to the
Director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Under the Exchange Act, the Company’s directors and executive officers,
and any persons holding more than 10% of the outstanding Common Stock are
required to report their initial ownership of Common Stock and any subsequent
changes in that ownership to the Commission. Specific due dates for these
reports have been established by the Commission and the Company is required to
disclose in this Proxy Statement any failure by such persons to file these
reports in a timely manner during the 2008 fiscal year. The Company prepares
these reports for our directors and executive officers on the basis of
information obtained from them and from the Company’s records. Based on
information available to us during fiscal year 2008, we believe that all
applicable Section 16(a) filing requirements were met.
AUDIT COMMITTEE REPORT
Management is responsible for the Company’s internal control,
consolidated financial statements and the financial reporting process. Amper,
Politziner & Matttia, P.C. served as the Company’s independent registered
public accounting firm in 2008 and was responsible for expressing an opinion on
those consolidated financial statements based upon an audit in accordance with
auditing standards generally accepted in the United States of America. The Audit
Committee’s responsibilities include the monitoring and oversight of these
processes.
The Audit Committee has met and held discussions with management and
Amper, Politziner & Matttia, P.C. The Audit Committee has also reviewed and
discussed the 2008 quarterly and annual consolidated financial statements with
management and Amper, Politziner & Matttia, P.C. The Audit Committee has
also discussed with Amper, Politziner & Matttia, P.C. matters required to be
discussed by Statement on Auditing Standards No. 61, “Communication with Audit
Committees”, issued by the Auditing Standards Board of the American Institute of
Certified Public Accountants.
Amper, Politziner & Matttia, P.C. has also provided to the Audit
Committee the written disclosures required by Independence Standards Board
Standard No. 1, “Independence Discussions with Audit Committees” and the Audit
Committee discussed with Amper, Politziner & Mattia, P.C. that firm’s
independence.
Based upon the Committee’s review and discussion of the 2008 annual
consolidated financial statements with management and Amper, Politziner &
Matttia, P.C, the Audit Committee recommended to the Board of Directors that the
Company’s audited 2008 consolidated financial statements be included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed
with the Securities and Exchange Commission.
By the Audit Committee of the Board of
Directors:
William F.
Leimkuhler (Chairman)
Jeffrey Najarian
Christopher Vizas
EXECUTIVE COMPENSATION
Compensation Discussion and
Analysis
Determination of
Compensation
Our compensation policy for all of our executive officers is formulated
and administered by the Compensation Committee of the Board. Compensation of our
executive officers, exclusive of the Chief Executive Officer, is developed and
approved by the Chief Executive Officer, subject to oversight by the
Compensation Committee. Compensation of the Chief Executive Officer is developed
and approved by the Compensation Committee. The Compensation Committee, as well
as the Board of Directors, also administers the Company’s 2005 Stock Incentive
Plan, under which grants of various stock-based incentives may be made to
employees (including executive officers), directors and consultants.
The primary goals of our compensation policy are to attract, retain and
motivate skilled executive officers and to provide incentives for them to act in
the best interests of our stockholders. In determining the level of executive
compensation, certain quantitative and qualitative factors, including, but not
limited to, the Company’s operating and financial performance, the individual’s
level of responsibilities, experience, commitment, leadership and
accomplishments relative to stated objectives, and marketplace conditions are
taken into consideration.
Elements of Compensation
Our compensation program for executives consists of four key elements,
each discussed in greater detail below: (1) base salary, (2) performance-based
bonuses, (3) grants of stock-based incentives, and (4) other benefits and
perquisites.
Base Salary
.
Base salaries for
executive officers are intended to provide a fixed component of compensation. In
setting base salary amounts for our executive officers other than the Chief
Executive Officer, the Compensation Committee takes into account such factors as
competitive industry salaries, the executive’s scope of responsibilities, as
well as the individual’s performance and contribution to the business.
Performance Bonus
.
Executive
officers have an opportunity to receive performance-based cash bonus awards
based on the overall performance of the Company and on specific individual
performance targets.
Stock-based Incentives
. Executive officers also have an opportunity
to receive grants of stock-based incentives, which have historically consisted
of options to purchase the Company’s common stock. These awards are granted
under our 2005 Stock Incentive Plan and provide our executives with the
incentive to remain employed with the Company for longer periods of time, which,
in turn, provides the Company with greater stability. Equity awards also are
less costly to the Company than cash compensation.
Other Benefits and
Perquisites
. Executive
officers receive the same general health and welfare benefits offered to all
employees. Except as provided in individual employment agreements, we provide no
other perquisites to executive officers. With respect to the perquisites that
are provided, we believe that such perquisites assist us in attracting and
retaining talented executives in a highly competitive market.
Section 162(m) of the
Code.
Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), generally limits the
deductibility by the Company of compensation paid in any one year to any
executive officer named in the Summary Compensation Table to $1,000,000. Option
awards under the Plan made in conformity with the “performance-based” exemption
from Section 162(m) will be exempt from the limits of Section 162(m). While our
policy has always been to pursue a strategy of maximizing the deductibility of
compensation for all of our employees, the Compensation Committee believes it is
important to maintain the flexibility to take actions it considers to be in the
best interest of the Company and its stockholders, which may be based on
considerations in addition to Section 162(m). During the years ended December
31, 2008, 2007, 2006 or 2005, none of our executive officers were paid cash
compensation in excess of $1,000,000.
Summary Compensation Table
The following table sets forth the
salary and bonus, as well as certain other compensation, paid or accrued to each
of the three most highly compensated executive officers of the Company (the
"Named Executive Officers") for the years ended December 31, 2008, 2007 and 2006
in all capacities in which they served. See “Employment Agreements”.
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
qualified
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
Deferred
|
All Other
|
|
|
|
|
|
|
|
|
Option
|
Plan
|
Compen-
|
Compen-
|
|
|
Name and
|
|
|
|
|
Stock
|
Awards
|
Compen-
|
sation
|
sation
|
|
|
Principal Position
|
Year
|
Salary
|
Bonus
|
Awards
|
(1)
|
sation
|
Earnings
|
(2)
|
Total
|
|
Shant S.
Hovnanian
|
2008
|
$
|
275,000
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
75,162
|
$
|
350,162
|
|
Chief Executive
Officer
|
2007
|
|
275,000
|
|
---
|
|
---
|
|
---
|
|
---
|
|
---
|
|
171,526
|
|
446,526
|
|
|
2006
|
|
268,750
|
|
---
|
|
---
|
|
484,000
|
|
---
|
|
---
|
|
164,780
|
|
917,530
|
|
Thomas M.
Finn
|
2008
|
$
|
232,000
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
232,000
|
|
Chief Financial
Officer
|
2007
|
|
230,625
|
|
---
|
|
---
|
|
---
|
|
---
|
|
---
|
|
---
|
|
230,625
|
|
|
2006
|
|
220,325
|
|
---
|
|
---
|
|
---
|
|
---
|
|
---
|
|
---
|
|
220,325
|
|
John A.
Kallassy
|
2008
|
$
|
225,000
|
$
|
7,000
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
232,000
|
|
Executive Vice
President
|
2007
|
|
225,000
|
|
53,000
|
|
---
|
|
---
|
|
---
|
|
---
|
|
---
|
|
278,000
|
|
|
2006
|
|
225,000
|
|
24,000
|
|
---
|
|
---
|
|
---
|
|
---
|
|
---
|
|
249,000
|
(1) In determining the aggregate
grant date fair value, the stock options were valued using the Black-Scholes
option pricing model. For information on the key assumptions used in valuing the
options, see “Notes to Consolidated Financial Statements - Note 2, Summary of
Significant Accounting Policies - Stock options.”
(2) Under the terms of his
employment contract, Mr. Hovnanian is entitled to certain benefits. See
‘
Employment Agreements
’
. The amount shown in the table above represents the total cost of these
items to the Company without adjustment for the portion of these costs allocable
to business use by the Company.
Grants of Plan-Based Awards
Table
There were no grants of
options to purchase Common Stock made to named Executive Officers during 2008.
Employment Agreements
We entered into a 3-year agreement effective April 1, 2006 with Mr. Shant
S. Hovnanian, Chairman and Chief Executive Officer of the Company. The agreement
had a three-year term and provided for an annual salary of $275,000. Under the
agreement, Mr. Hovnanian was entitled to be considered for an annual performance
based bonus targeted at 50% or greater of his base salary, use of a Company
apartment and car, a country club membership (which Mr. Hovnanian did not take)
and a $2,000,000 term life insurance policy with the beneficiary designated by
Mr. Hovnanian. Under the agreement, Mr. Hovnanian was also granted 100,000
options in August 2006 to purchase shares of our Common Stock at the market
value as of the effective date of the agreement. The options are fully vested
and immediately exercisable.
We entered into an employment agreement effective September 5, 2000 with
Mr. John A. Kallassy. The agreement provides that Mr. Kallassy will act as our
Executive Vice President. The agreement, which has no term, provides for an
annual salary of $175,000, subject to periodic review, and annual bonuses
aggregating $50,000 based on the executive’s attainment of certain performance
goals. Under this agreement, Mr. Kallassy was granted 56,250 options to purchase
shares of our Common Stock at the market value as of the effective date of the
agreement. 4,688 of these options were fully vested and immediately exercisable
at the date of grant. Of the balance, 4,688 options become exercisable each
three months after September 5, 2000 and all options are now fully vested and
exercisable. In 2005, Mr. Kallassy’s bonus and salary were combined and the
aggregate total paid as salary. Thereafter, Mr. Kallassy became entitled to
bonuses based upon the achievement of certain agreed upon milestones.
2005 Stock Incentive Plan
We maintain the 2005 Stock Incentive Plan pursuant to which we grant
stock options and other share-based incentive awards to our employees and
directors. Generally, awards granted under the Plan vest and, where applicable,
become exercisable according to the terms set forth in each individual award
agreement. In the event of a “change in control” of the Company (as defined in
the Plan), all outstanding awards will become immediately vested. Further, upon
the occurrence of a “corporate event” (as defined in the Plan), the Compensation
Committee may, in its sole discretion, provide for the cancellation of
outstanding awards upon the consummation of such event and the payment of an
amount in cash or property in exchange for the cancellation of the awards
Outstanding Equity Awards at Fiscal
Year-End
The following table sets forth information regarding the outstanding
stock option awards held by the Named Executive Officers as of December 31,
2008. None of the Named Executive Officers have ever received any stock awards.
|
|
|
Equity
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Securities
|
|
|
|
|
Number of Securities
|
Underlying
|
|
|
|
|
Underlying
|
Unexercised
|
Option
|
Option
|
|
|
Unexercised Options
|
Unearned
|
Exercise
|
Expiration
|
|
Name
|
Exercisable
|
Unexercisable
|
Options
|
Price
|
Date
|
|
Shant S.
Hovnanian
|
62,500
|
---
|
---
|
$
|
19.360
|
6/11/2009
|
|
|
31,925
|
---
|
---
|
|
4.000
|
4/3/2011
|
|
|
62,500
|
---
|
---
|
|
4.400
|
4/25/2012
|
|
|
100,000
|
---
|
---
|
|
5.080
|
8/10/2016
|
|
Thomas M.
Finn*
|
5,000
|
---
|
---
|
$
|
19.360
|
6/11/2009
|
|
|
33
|
---
|
---
|
|
21.360
|
4/30/2009
|
|
|
35
|
---
|
---
|
|
20.800
|
5/31/2009
|
|
|
2,784
|
---
|
---
|
|
4.000
|
4/3/2011
|
|
|
25,000
|
---
|
---
|
|
4.700
|
6/10/2013
|
|
John Kallassy
|
56,250
|
---
|
---
|
$
|
12.000
|
9/5/2010
|
|
|
28,125
|
---
|
---
|
|
4.000
|
4/3/2011
|
|
|
25,000
|
---
|
---
|
|
6.000
|
7/15/2015
|
For additional information regarding stock options, see Note 6, the
Stockholders’ Equity section, of the “Notes to Consolidated Financial
Statements” of the Annual Report on form 10K for the 2008 fiscal year.
*Effective on August 17, 2009, John Kallassy replaced Thomas Finn as
treasurer and chief financial Officer. Mr. Kallassy will also remain chief
executive officer of Speedus Corp.’s subsidiary Zargis Medical
Corp.
Option Exercises and Stock
Vested
None of the Named
Executive Officers exercised any stock options during 2008 and none of the Named
Executive Officers have ever received any stock awards.
Director Compensation
The following table sets forth information regarding the cash fees, as
well as certain other compensation, paid or accrued to our Directors for the
year ended December 31, 2008.
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
Nonqualified
|
|
|
|
|
|
|
Fees
|
|
|
|
|
Incentive
|
Deferred
|
|
|
|
|
|
|
Earned or
|
|
|
Option
|
Plan
|
Compen-
|
All Other
|
|
|
|
|
Paid in
|
Stock
|
Awards
|
Compen-
|
sation
|
Compen-
|
|
|
|
Name
|
Cash
|
Awards
|
(1)
(2)
|
sation
|
Earnings
|
sation
|
Total
|
|
Vahak S. Hovnanian
|
$
|
24,000
|
$
|
---
|
$
|
825
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
24,825
|
|
William F. Leimkuhler
|
|
72,000
|
|
---
|
|
825
|
|
---
|
|
---
|
|
---
|
|
72,825
|
|
Jeffrey Najarian
|
|
24,000
|
|
---
|
|
825
|
|
---
|
|
---
|
|
---
|
|
24,825
|
|
Christopher Vizas
|
|
66,000
|
|
---
|
|
825
|
|
---
|
|
---
|
|
---
|
|
66,825
|
(1) In determining the aggregate grant date fair value, the stock options
were valued using the Black-Scholes option pricing model. For information on the
key assumptions used in valuing the options, see “Notes to Consolidated
Financial Statements - Note 2, Summary of Significant Accounting Policies -
Stock options.”
(2) At December 31, 2008, Messrs.
Hovnanian, Leimkuhler, Najarian and Vizas held stock options in the aggregate
amounts of 29,625, 32,563, 27,500 and 25,000, respectively.
During 2008, our Directors who are not officers or employees
("Non-Employee Directors") received an annual retainer of $24,000, except for
Mr. Vizas who received $22,000 reflecting a pro-ration as a result of Mr. Vizas’
becoming Executive Chairman and employee of one of the Company’s subsidiaries
effective December 2, 2008. Mr. Leimkuhler received an additional retainer for
services as a Director of two of the Company’s majority-owned subsidiaries, as
lead outside director of the Company and as the Chairman of the Company’s Audit
Committee in the aggregate amount of $48,000. Mr. Vizas received an additional
retainer for services as a Director of two of the Company’s subsidiaries and as
the Chairman of the Company’s Governance and Nominating Committee in the
aggregate amount of $44,000, reflecting a pro-ration as discussed above.
Thereafter, Mr. Vizas resigned from the Board of Directors effective December
29, 2008. In addition, upon their initial election to the Board, new
Non-Employee Directors are granted options to purchase 1,250 shares of Common
Stock that are fully vested and immediately exercisable. Upon the date of each
annual meeting, Non-Employee Directors are granted options at fair market value
to purchase an additional 2,500 shares of Common Stock that are fully vested and
immediately exercisable. Our Directors of the Company who are officers or
employees do not receive any additional compensation for serving on the Board or
on any Board committee.
Compensation Committee Interlocks and Insider
Participation
No interlocking relationship exists between the Board of Directors or the
Compensation Committee and the Board of Directors or compensation committee of
any other company, nor has any such interlocking relationship existed in the
past.
Compensation Committee
Report
The Compensation Committee has reviewed and discussed the discussion and
analysis of the Company’s compensation which appears above with management and,
based on such review and discussion, the Compensation Committee recommended to
the Company’s Board of Directors that the above disclosure be included in this
proxy statement.
By the Compensation Committee of the Board of
Directors:
Jeffrey
Najarian (Chairman)
William F. Leimkuhler
Equity Compensation Plans
The following table sets forth certain information as of December 31,
2008 for all compensation plans, including individual compensation arrangements,
under which equity securities of the Company are authorized for issuance:
|
|
Number of
|
|
|
|
|
securities to be
|
Weighted
|
|
|
|
issued upon
|
average exercise
|
|
|
|
exercise of
|
price of
|
Number of
|
|
|
outstanding
|
outstanding
|
securities
|
|
|
options,
|
options,
|
remaining
|
|
|
warrants and
|
warrants and
|
available for
|
|
Plan category
|
rights
|
rights
|
further issuance
|
|
Equity compensation
plans
|
|
|
|
|
|
approved by security holders
|
617,088
|
$
|
6.98
|
106,869
|
|
Equity compensation
plans not
|
|
|
|
|
|
approved by security holders
|
---
|
$
|
---
|
---
|
|
Total
|
617,088
|
$
|
6.98
|
106,869
|
PROPOSAL 1—THE BOARD
PROPOSAL
The Board currently consists of five directors (with six vacancies) who
are elected to serve until the next annual meeting of stockholders or until
their successors are duly elected and qualified. The Nominating Committee has
designated the Nominees listed below for election as directors to the Board to
serve until the 2010 Annual Meeting or until their successors are duly elected
and qualified. If any Nominee shall, prior to the Annual Meeting, become
unavailable for election as a director, the persons named in the accompanying
proxy card will vote for such other nominee, if any, in their discretion as may
be recommended by the Nominating Committee.
NOMINEES
|
|
Age
|
|
|
|
|
Chairman of the board of Directors,
|
|
Shant S. Hovnanian
|
50
|
President and Chief Executive Officers
|
|
Vahak Hovananian
|
77
|
Director
|
|
William Leimkuhler
|
58
|
Director
|
|
Jeffrey Nagerian
|
50
|
Director
|
|
Steven X. Graham
|
50
|
Director
|
Shant S. Hovnanian has served as our Chairman of the Board of Directors,
President and Chief Executive Officer since October 1995. From June 1980 until
January 1991, Mr. Hovnanian served as Executive Vice President of the V. S.
Hovnanian Group (the “Hovnanian Group”), consisting of home building operations,
real estate development and utility companies. In 1995, Mr. Hovnanian served as
a U.S. Delegate to the World Radio Conference of the International
Telecommunications Union in Geneva, Switzerland. Mr. Hovnanian is the son of Mr.
Vahak S. Hovnanian.
Vahak S. Hovnanian has served as a Director since October 1995. Mr.
Hovnanian has been Chairman of the Board and President of the Hovnanian Group
since 1968. Mr. Hovnanian is the father of Mr. Shant S. Hovnanian.
William F. Leimkuhler has served as a Director since September 2000. Mr.
Leimkuhler is the General Counsel and Director of Business Development of Paice
Corporation, a privately held developer of advanced vehicle powertrains. Mr.
Leimkuhler is also a director of Integral Systems, Inc. and U.S. Neurosurgical,
Inc. From 1994 through 1999, he held various positions with Allen & Company,
a New York investment banking firm, initially serving as the firm’s General
Counsel. Prior to that, Mr. Leimkuhler was a corporate partner with the New York
law firm of Werbel & Carnelutti (now Heller Ehrman White & McAuliffe).
Jeffrey Najarian has served as a Director since October 2000. Mr.
Najarian has been Chief Executive Officer of Starpoint Solutions, Inc., formerly
TIS Worldwide, Inc., since its inception in 1992. A creator and founder of
Starpoint, he has been instrumental in building one of the country’s fastest
growing, privately-held companies, as cited by Inc. magazine. From 1984-1992,
Mr. Najarian worked at Setford-Shaw-Najarian, a recruiting/placement firm for
technology specialists, becoming a partner after only three years. He led the
staff in billing, propelling SSN to become a leading search firm for Wall Street
banks.
Mr. Graham is Managing Director of Crosshill Financial Group, Inc., which
he founded in 1988, and has been a General Partner of Crosshill Georgetown
Capital, L.P. since November 2000 and Crosshill Debt II, L.P. since 2004. Prior
to these roles Mr. Graham was a Principal with Kidder Peabody & Co. and held
positions with Merrill, Lynch & Co. and Arthur Young & Co. Mr. Graham
received a B.A. from Georgetown University and an MBA from the University of
Chicago Graduate School of Business. He is also a board member of NYSE-traded
TNS Inc. and several private companies.
Recommendation and Vote
Approval of the election of the Nominees to the Board requires the
affirmative vote of a majority of the shares of Common Stock present, in person
or by proxy, and entitled to vote at the Annual Meeting.
The Board recommends a vote FOR the election
of the Nominees to the Board.
PROPOSAL 2—THE STOCK INCENTIVE PLAN PROPOSAL
On November 13, 2009, the Board adopted an amendment to the Speedus Corp.
2005 Stock Incentive Plan (the “2005 Plan”), increasing the number of shares
that may be issued thereunder from 319,842 to 469,842, subject to further
adjustment pursuant to the terms of the 2005 Plan as described below, an
increase of 150,000 shares (the “2005 Plan Amendment”) and making other
mechanical adjustments to the provisions of the 2005 Plan. As so amended and
restated, the plan is referred to herein as the Amended 2005 Plan.
Stockholders are being asked to approve the 2005 Amendment, and the
Amended 2005 Plan, so that the Company can continue to attract and retain
outstanding and highly skilled employees. The Board believes the implementation
of the Amended 2005 Plan is necessary for the Company to offer a competitive
equity incentive program. If approved, the Amended 2005 Plan will be a critical
factor in attracting, retaining, and rewarding the high caliber employees,
officers and directors that are essential to our future success. If approved by
stockholders, the Amended 2005 Plan will be the Company’s only equity incentive
plan.
The Company is seeking stockholder approval of the Amended 2005 Plan in
order to comply with the requirements of Sections 162(m) and 422 of the Code and
the requirements of NASDAQ. The following summary of the Amended 2005 Plan is
qualified in its entirety by express reference to the text of the Amended 2005
Plan, a copy of which is available via the Investors Relations section of the
Company’s website at www.speedus.com or which will be delivered to any
stockholder of the Company upon request. Under the Amended 2005 Plan, Options
may be granted which are qualified as "incentive stock options" within the
meaning of Section 422 of the Code ("ISOs") and which are not so qualified
("NQSOs"). In addition, stock appreciation rights ("SARs"), restricted shares of
Common Stock
("Restricted
Stock"), awards of Common Stock with performance related vesting criteria
("Performance Shares"), phantom stock units ("Phantom Stock Units"), Common
Stock bonus awards ("Bonus Stock") and other equity-based awards may be granted
(collectively or individually, "Awards").
Purpose and Eligibility
The purpose of the Amended 2005 Plan is to promote the long-term
financial success of the Company by enhancing the ability of the Company to
attract, retain and reward individuals who can and do contribute to such success
and to further align the interests of the Company's key personnel with its
stockholders. Officers, key employees, directors and consultants of the Company
and its subsidiaries are eligible to receive Awards under, and participate in,
the Amended 2005 Plan. The approximate number of officers, employees, directors,
and consultants eligible to participate in the Amended 2005 Plan is currently
20.
Administration
The Amended 2005 Plan will be administered by the Board or a Committee
appointed by the Board of Directors from among its members (the entity
administering the Amended 2005 Plan is hereafter called the "Committee"). The
Committee, in its sole discretion, will determine which individuals may
participate in the Amended 2005 Plan and the type, extent and terms of the
Awards to be granted thereunder. In addition, the Committee is authorized to
interpret the Amended 2005 Plan and makes all other determinations with respect
to the administration of the Amended 2005 Plan.
Awards
The Amended 2005 Plan allows for the discretionary grant of Options,
SARs, Performance Shares, Phantom Stock Units, Restricted Stock, Bonus Stock and
other equity-based awards authorized by the Committee. In addition, Board
members who are not also employees of the Company ("Non-Employee Directors") are
eligible to receive automatic grants of Options pursuant to the formula set
forth below. The terms and conditions of Awards granted under the Amended 2005
Plan are set out from time to time in agreements between the Company and the
individuals receiving such Awards.
Options
. The
Committee may grant Options to any eligible person; provided, however, that only
employees of the Company and its subsidiaries may receive ISOs. The exercise
price of the Options will be determined by the Committee at the time of grant
and will be set forth in a Stock Option Agreement between the Company and the
participant; provided, however, that the exercise price of an ISO will not be
less than the fair market value of the Common Stock on the date of grant and the
exercise price of a NQSO will not be less than the par value of the Common
Stock. Options will vest and become exercisable within such period or periods
(not to exceed 10 years) as determined by the Committee and set forth in the
Stock Option Agreement. Unless otherwise set forth in the Stock Option
Agreement, all Options will expire on the earlier of (i) ten years after grant,
(ii) three months after (A) retirement, (B) any termination of employment or
service with the written approval of the Committee, or (C) termination of
employment or service by the Company without cause (each a "Normal
Termination"), (iii) immediately upon termination of employment other than by
Normal Termination, death or disability, (iv) twelve months after (A) the death
of the optionee while still employed or within three months of a Normal
Termination or (B) termination of employment or service with the Company or a
subsidiary due to complete disability, or (v) the expiration date set forth in
the Stock Option Agreement. Unless otherwise set forth in the Stock Option
Agreement, Options will vest and become exercisable only during the period of
employment or service with the Company and its subsidiaries such that upon such
termination of employment or service the unvested portion of any outstanding
Option will expire. Options that have become exercisable may be exercised by
delivery of written notice of exercise to the Committee accompanied by full
payment of the Option exercise price and any applicable withholding. The Option
exercise price may be paid in cash and/or by delivery of shares of Common Stock
having a value at the time of exercise equal to the Option exercise price or, in
the discretion of the Committee, either (i) by delivery of other property having
a value on the date of exercise equal to the Option exercise price, (ii) through
a brokered exercise, (iii) through a net exercise where a number of shares equal
to the Option exercise price are withheld by the Company, or (iv) by any other
means approved by the Committee.
In the event the fair market value of the Common Stock declines below the
Option exercise price for any Option, the Committee may, at any time, adjust the
exercise price or number of shares subject to the Option, reduce the exercise
price, cancel and regrant the Option or take any similar action it deems to be
for the benefit of the Participant in light of the declining fair market value
of the Stock; provided, however, that none of the foregoing actions may be taken
without prior approval of the Board. The Board may also permit the voluntary
surrender of all or any portion of any Option and its corresponding SAR, if any,
granted under the Plan to be conditioned upon the granting of a new Option for
the same or a different number of shares as the Option surrendered or require
such voluntary surrender as a condition precedent to a grant of a new Option to
such participant. Any such new Option may be exercisable at an exercise price,
during an Option period, and in accordance with any other terms or conditions
specified by the Board at the time the new Option is granted, all determined in
accordance with the provisions of the Plan without regard to the Option Price,
Option Period, or any other terms and conditions of the Option
surrendered.
SARs
. The Committee
may grant to any eligible person a SAR, either in conjunction with any Option or
independent of the grant of an Option. A SAR gives the holder the right to
receive upon exercise the excess of the fair market value of one share of Common
Stock on the date of exercise over the strike price set for the SAR on the date
of grant multiplied by the number of shares underlying the SAR (the "Spread").
Such payment will be made, at the discretion of the Committee, in shares of
Common Stock or cash equal to the value of the Spread or any combination
thereof. A SAR granted in connection with an Option will become exercisable, be
transferable and expire according to the same schedule as the Option. A SAR
granted independent of an Option will become exercisable, be transferable and
expire in accordance with the terms established by the Committee. Once a SAR
becomes exercisable, the holder of the SAR may exercise the SAR by filing an
irrevocable written notice with the Committee specifying the number of SARs to
be exercised. Unexercised SARs that are in-the-money just prior to their
expiration will automatically be exercised and the holders will receive the
value of the Spread.
Performance Shares
.
The Committee may establish Performance Share programs to be effective over
designated periods ("Award Periods") and will determine the number of
performance share units ("Performance Share Units") to be awarded to each
participant who is selected by the Committee. At the beginning of each Award
Period, the Committee will establish performance goals in writing based upon
financial objectives for the Company for such Award Period and a schedule
relating the accomplishment of such goals to the amount of Performance Share
Units to be earned by participants. Performance goals may include absolute or
relative growth in earnings per share or rate of return on stockholders' equity
or other measurements of individual, corporate, business or stock performance
and may be determined on an individual basis or by categories of participants.
Performance Share Units under the Plan may be granted in a manner
constituting “qualified performance-based compensation” within the meaning of
Section 162(m) of the Code. Such Awards will be based upon one or more of the
following business criteria: stock price, pre-tax earnings, earnings per share,
net revenue, operating income, return on assets, shareholder return, return on
equity, growth in assets, net sales, licensing revenue, cash flow, market share,
relative performance to a group of companies comparable to the Company, and/or
strategic business criteria consisting of one or more objectives based on the
Company’s meeting specified goals relating to revenue, market penetration,
business expansion, costs or acquisitions or divestitures. With respect to
Performance Share Units intended to constitute “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code, (i) the
Committee will establish in writing the objective performance-based goals
applicable to a given Award Period no later than 90 days after the commencement
of such Award Period (but in no event after 25% of such period has elapsed) and
(ii) no Performance Share Unit Awards shall be payable to any recipient for a
given Award Period until the Committee certifies in writing that the objective
performance goals (and any other material terms) applicable to such period have
been satisfied. The maximum number of shares of Stock underlying (or that relate
to) a Performance Share Unit Award paid to or earned by any individual in any
fiscal year cannot exceed 125,000 shares.
The Committee
may adjust performance goals or performance measurement standards as it deems
equitable in recognition of extraordinary or non-recurring events experienced
during an Award Period provided, however, that with respect to such Awards
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code, such adjustment shall be made only to the extent that the Committee
determines that such adjustments may be made without a loss of deductibility for
such Award under Section 162(m) of the Code. At the completion of an Award
Period, or at other times as specified by the Committee, the Committee will
calculate the amount earned with respect to each participant's Award of
Performance Share Units. The amount earned with respect to such Award will be
paid as soon as practicable in shares of Common Stock having an equal fair
market value. The Committee may also pay such amount in cash and/or shares of
Common Stock.
Restricted Stock and Phantom Stock. The Committee may grant shares of
Restricted Stock and Phantom Stock Units to eligible persons and may establish
terms, conditions and restrictions applicable thereto.
Subject to the restrictions on such Restricted Stock as set forth below,
holders will generally have all the rights and privileges of a stockholder
including the right to vote such Restricted Stock. Shares of Restricted Stock
will be subject to restrictions on transferability set forth in the Award
agreement and will be subject to forfeiture as set forth below. To the extent
such shares are forfeited, the stock certificates shall be returned to the
Company, and all rights of the holder to such shares and as a shareholder will
terminate.
In the case of a Phantom Stock Unit Award, no shares of Common Stock will
be issued at the time the Award is made, and the Company will not be required to
set aside a fund for the payment of any such Award. Until the restrictions on
Phantom Stock Units are lifted or expire, such Awards will be subject to
forfeiture as set forth below.
The restricted period for Restricted Stock and Phantom Stock Units will
commence on the date of grant and will expire from time to time as to that part
of the Restricted Stock and/or Phantom Stock Unit Award indicated in a schedule
established by the Committee and set forth in the respective Award Agreement.
The Committee, in its sole discretion, may remove any or all restrictions on the
Restricted Stock or Phantom Stock Units whenever it determines that such action
is appropriate.
With respect to Awards of both Restricted Stock and Phantom Stock Units,
the following forfeiture provisions will apply. In the event the recipient of
such Award resigns or is discharged from employment or service with the Company
or its subsidiary for cause, the non-vested portion of the Award will be
completely forfeited. Upon the Normal Termination of the recipient of such Award
or a termination of employment or service on account of a disability, the
non-vested portion of the Award will be prorated for service during the
restricted period and paid as soon as practicable after termination. If the
recipient of such an Award dies, the non-vested portion of the Award will be
prorated for service during the restricted period and paid to the recipient's
beneficiary as soon as practicable following death.
Upon the expiration of the restricted period with respect to any shares
of Restricted Stock, a stock certificate evidencing the shares of Common Stock
will be delivered without charge to the participant, or his beneficiary, free of
all restrictions under the Plan. Upon the expiration of the restricted period
with respect to any Phantom Stock Units, the Company will deliver to the
participant, or his beneficiary, without charge one share of Common Stock for
each Phantom Stock Unit; provided, however, that the Committee may, in its sole
discretion, pay any portion of such Award in cash and/or shares of Common Stock.
Automatic Option Grants to Non-Employee Directors. Unless otherwise
determined by the Board, on the date any person first becomes a Non-Employee
Director, such person shall be automatically granted an Option to purchase 1,250
shares of Common Stock. Additionally, unless otherwise determined by the Board,
for the remainder of the term of the Plan and provided he or she remains a
Non-Employee Director of the Company, on the date of each of the Company's
Annual Meeting of stockholders, each Non-Employee Director shall be
automatically granted an Option to purchase 2,500 shares of Common Stock. All
such Options granted to Non-Employee Directors are hereinafter referred to as
Non-Employee Director Options.
All Non-Employee Director Options have an exercise price per share equal
to the Fair Market Value (as defined in the Plan) of a share of Common Stock on
the date of grant. All Non-Employee Director Options are fully vested and
exercisable as of the date of grant. The term of each Non-Employee Director
Option ("Term"), after which each such Option shall expire, will be ten years
from the date of grant, unless such Option expires earlier as set forth below.
If, prior to the expiration of the Term, the Non-Employee Director ceases
to be a member of the Board for any reason other than his death or disability,
the Non-Employee Director Option will expire on the earlier of the expiration of
the Term or the date that is three months after the date of such cessation. If
prior to the expiration of the Term of a Non-Employee Director Option a
Non-Employee Director dies or separates from service on account of a disability,
the Non-Employee Director Option will expire on the earlier of the expiration of
the Term or the date that is one year after the date of death or such separation
on account of disability. Non-Employee Director Options with vesting provisions
will vest and become exercisable only during a Non-Employee Director's service
with the Company. Therefore, in the event that a Non-Employee Director ceases to
be a member of the Board for any reason, any unexpired Non-Employee Director
Option will thereafter be exercisable until its expiration only to the extent
that such Option was exercisable at the time of such cessation.
Each Non-Employee Director Option will be evidenced by a Stock Option
Agreement, which will contain such provisions as may be determined by the
Committee. Unless otherwise designated by the Committee, Non-Employee Director
Options will not be transferable except by will or the laws of descent and
distribution and will be exercisable during the Non-Employee Director's lifetime
only by him.
The Board may terminate or amend the automatic Award to Non-Employee
Directors by increasing or decreasing the number of shares of Stock subject to
the formula or substituting an alternate formula or a different Award on
different terms, including different vesting conditions.
Bonus Stock
. The
Committee may issue shares of unrestricted Common Stock under the Plan to
eligible persons, alone or in tandem with other Awards, in such amounts and
subject to such terms and conditions as the Committee from time to time in its
sole discretion determines. Bonus Stock Awards may be granted as, or in payment
of, a bonus, or to provide incentives or recognize special achievements or
contributions.
Other Equity-Based Awards
. The Committee is authorized to issue such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, the Common Stock, as determined by the
Committee in its sole discretion. The Committee shall determine the terms and
conditions of such Awards on the date of grant. The Committee may also grant
cash awards, as an element of or supplement to any other Award under the Plan.
Adjustments for Recapitalization, Merger, etc.
of the Company
Awards, and any agreements evidencing such Awards, and any performance
goals with respect to such Awards, shall be subject to adjustment or
substitution, as determined by the Committee in its sole discretion, as to the
number, price or kind of a share of stock or other consideration subject to such
Awards or as otherwise determined by the Committee to be equitable (i) in the
event of changes in the outstanding Common Stock or in the capital structure of
the Company by reason of stock dividends, extraordinary cash dividends, stock
splits, reverse stock splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the date of grant of any such Award or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, participants in the Amended 2005 Plan, or
which otherwise warrants equitable adjustment because it interferes with the
intended operation of the Amended 2005 Plan. In addition, in the event of any
such adjustments or substitution, the aggregate number of shares of Common Stock
available under the Amended 2005 Plan and the maximum number of shares available
for grant to any participant in any year pursuant to Options or SARs shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
Effect of Change in Control
Unless otherwise determined by the Board prior to a Change in Control or
as otherwise provided in any Award agreement, in the event of a Change in
Control (as defined in the Amended 2005 Plan), notwithstanding any vesting
schedule provided for in the Plan or by the Committee with respect to an Award
of Options (including Non-Employee Director Options), SARs, Phantom Stock Units
or Restricted Stock, such Option or SAR shall become immediately exercisable
with respect to the unvested portion of such Option or SAR, and the restricted
period for Phantom Stock Units and Restricted Stock shall expire immediately
with respect to the unvested portion of the Phantom Stock Units or shares of
Restricted Stock subject to restrictions.
In the event of a Change in Control, all incomplete Award Periods in
effect on the date the Change in Control occurs shall end on the date of such
change, and the Committee shall, (i) determine the extent to which performance
goals with respect to each such Award Period have been met based upon such
audited or unaudited financial information then available or such other
information as it deems relevant, and (ii) cause to be paid to each participant
partial or full Awards with respect to performance goals for each such Award
Period based upon the Committee's determination of the degree of attainment of
performance goals.
In the event of certain merger, change in control situations (not
necessarily enumerated under the definition of "Change in Control") or other
extraordinary corporate transactions the Committee may cancel any outstanding
Awards and pay to the holders thereof, in cash, the value of such Awards.
Shares Subject to the Amended 2005 Plan
The total number of shares of Common Stock reserved for issuance under
the Amended 2005 Plan is currently 469,842, subject to increase in the event of
the expiration, forfeiture or cancellation of Awards issued under the Company’s
1995 Stock Incentive Plan, as amended, without the issuance of shares of Common
Stock in satisfaction of such Awards. No more than 125,000 shares of Common
Stock may be issued to any one person pursuant to awards of Options or stock
appreciation rights during any one year.
Market Value
The closing price of the Common
Stock on NASDAQ on November 17, 2009 was $4.23 per share.
Amendment and Termination
The Board may at any time terminate the Amended 2005 Plan. With the
express written consent of an individual participant (subject to any other
allowable adjustments under the Amended 2005 Plan to outstanding Awards without
the consent of any participant), the Board or the Committee may cancel or reduce
or otherwise alter the outstanding Awards thereunder if, in its judgment, the
tax, accounting, or other effects of the Plan or potential payouts thereunder
would not be in the best interest of the Company. The Board or the Committee
may, at any time, or from time to time, amend or suspend and, if suspended,
reinstate, the Plan in whole or in part, subject to certain limitations set
forth in the Amended 2005 Plan.
Section 409A
To the extent that any payments or benefits provided under the Amended
2005 Plan are considered deferred compensation subject to Section 409A of the
Code, the Company intends for this Plan to comply with the standards for
nonqualified deferred compensation established by Section 409A of the Code (the
“409A Standards”). To the extent that any terms of the Amended 2005 Plan would
subject participants to gross income inclusion, interest or an additional tax
pursuant to Section 409A of the Code, those terms are to that extent superseded
by the 409A Standards. The Company reserves the right to amend Awards granted
under the Amended 2005 Plan to cause such Awards to comply with or be exempt
from Section 409A of the Code.
Federal Tax Consequences
The following is a brief discussion of the Federal income tax
consequences of transactions with respect to Options under the Amended 2005 Plan
based on the Code, as in effect as of the date of this summary. This discussion
is not intended to be exhaustive and does not describe any state or local tax
consequences.
ISOs. No taxable income is realized by the optionee upon the grant or
exercise of an ISO. If Common Stock is issued to an optionee pursuant to the
exercise of an ISO, and if no disqualifying disposition of such shares is made
by such optionee within two years after the date of grant or within one year
after the transfer of such shares to such optionee, then (1) upon the sale of
such shares, any amount realized in excess of the Option price will be taxed to
such optionee as a long-term capital gain and any loss sustained will be a
long-term capital loss, and (2) no deduction will be allowed to the Company for
Federal income tax purposes.
If the Common Stock acquired upon the exercise of an ISO is disposed of
prior to the expiration of either holding period described above, generally, (1)
the optionee will realize ordinary income in the year of disposition in an
amount equal to the excess (if any) of the Fair Market Value of such shares at
exercise (or, if less, the amount realized on the disposition of such shares)
over the Option price paid for such shares and (2) the Company will be entitled
to deduct such amount for Federal income tax purposes if the amount represents
an ordinary and necessary business expense. Any further gain (or loss) realized
by the optionee upon the sale of the Common Stock will be taxed as short-term or
long-term capital gain (or loss), depending on how long the shares have been
held, and will not result in any deduction by the Company.
If an ISO is exercised more than three months following termination of
employment (subject to certain exceptions for disability or death), the exercise
of the Option will generally be taxed as the exercise of a NQSO, as described
below.
For purposes of determining whether an optionee is subject to an
alternative minimum tax liability, an optionee who exercises an ISO generally
would be required to increase his or her alternative minimum taxable income, and
compute the tax basis in the stock so acquired, in the same manner as if the
optionee had exercised a NQSO. Each optionee is potentially subject to the
alternative minimum tax. In substance, a taxpayer is required to pay the higher
of his/her alternative minimum tax liability or his/her "regular" income tax
liability. As a result, a taxpayer has to determine his/her potential liability
under the alternative minimum tax.
NQSOs
. With respect
to NQSOs: (1) no income is realized by the optionee at the time the Option is
granted; (2) generally, at exercise, ordinary income is realized by the optionee
in an amount equal to the excess, if any, of the Fair Market Value of the shares
on such date over the exercise price, and the Company is generally entitled to a
tax deduction in the same amount, subject to applicable tax withholding
requirements; and (3) at sale, appreciation (or depreciation) after the date of
exercise is treated as either short-term or long-term capital gain (or loss)
depending on how long the shares have been held.
Section 409A.
Although the Amended 2005 Plan is intended to be compliant with the
provisions of Section 409A of the Code, to the extent that Awards granted under
the Amended 2005 Plan are considered to provide for the deferral of compensation
within the meaning of Section 409A and the rules, regulations and other guidance
issued thereunder and any such Award fails to comply with the Section 409A, the
recipient of any such Award may be subject to income inclusion, interest and a
20 percent tax penalty as provided for under Section 409A for
noncompliance.
Special Rules Applicable to Corporate Insiders
As a result of the rules under Section 16(b) of the Exchange Act
("Section 16(b)"), and depending upon the particular exemption from the
provisions of Section 16(b) utilized, officers and directors of the Company and
persons owning more than 10 percent of the outstanding shares of stock of the
Company ("Insiders") may not receive the same tax treatment as set forth above
with respect to the grant and/or exercise of Options. Generally, Insiders will
not be subject to taxation until the expiration of any period during which they
are subject to the liability provisions of Section 16(b) with respect to any
particular Option. Insiders should check with their own tax advisers to
ascertain the appropriate tax treatment for any particular Option.
New Plan Benefits
The following table sets forth the Options to be granted to the
Non-Employee Directors under the automatic formula grant provision of the
Amended 2005 Plan at the upcoming Annual Meeting.
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Non-Executive Director
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N/A
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10,000
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Except for the automatic formula grant of Options to Non-Employee
Directors, the grant of Awards under the Amended 2005 Plan is entirely within
the discretion of the Committee. The Company cannot forecast the extent of
Awards that will be granted in the future. Therefore, except for the automatic
formula grants to Non-Employee Directors set forth above, the Company has
omitted the tabular disclosure of the benefits or amounts allocated under the
Amended 2005 Plan. Information with respect to compensation paid and other
benefits, including Options, granted in respect of the 2004 fiscal year to the
Named Executive Officers is set forth in the Company’s 2004 Annual Report on
Form 10-K under Item 11. Executive Compensation and in this proxy under
Executive Compensation.
Recommendation and Vote
Approval of the Stock Incentive Plan Proposal requires the affirmative
vote of a majority of the shares of Common Stock present, in person or by proxy,
at the Annual Meeting, and entitled to vote thereon. Until such approval is
obtained, the Amended 2005 Plan and any Award granted thereunder shall not be
effective. If the Amended 2005 Plan is not approved, the Company will have no
other vehicle through which to grant equity awards to its key employees or
directors.
The Board recommends a vote FOR the approval
of the Stock Incentive Plan Proposal.
PROPOSAL 3—RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Company’s Board of Directors has appointed
Amper, Politziner & Mattia, P.C., an independent registered public
accounting firm, to audit the financial statements of the Company for the year
ending December 31, 2009. The Company is submitting the appointment by the Audit
Committee to stockholders for their ratification. If stockholders do not ratify
the appointment of Amper, Politziner & Mattia, P.C., the Audit Committee
will reconsider its appointment.
A representative of Amper, Politziner & Mattia, P.C. will attend the
Annual Meeting, and will be available to respond to questions and may make a
statement if he or she so desires.
Change in Principal Accounting
Firm
On April 30, 2008, the Company dismissed PricewaterhouseCoopers LLP as
its independent registered public accounting firm. The Audit Committee
participated in and approved the decision to dismiss PricewaterhouseCoopers LLP.
The reports of PricewaterhouseCoopers LLP on the financial statements of
the Company for the years ended December 31, 2006 and 2007 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
During the years ended December 31, 2006 and 2007 and through April 30,
2008, there have been no disagreements with PricewaterhouseCoopers LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their reports on the financial statements for such years.
During the years ended December 31, 2006 and 2007, and through April 30,
2008, there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company requested that PricewaterhouseCoopers LLP furnish the Company
with a letter addressed to the Securities and Exchange Commission stating
whether or not PricewaterhouseCoopers LLP agrees with the above statements. A
copy of such letter, dated May 1, 2008, was filed as an exhibit to the Current
Report on Form 8-K filed by the Company on May 5, 2008.
The Company engaged Amper, Politziner & Mattia, P.C. as its new
independent registered public accounting firm as of April 30, 2008. The Audit
Committee participated in and approved the decision to engage the Company’s new
independent registered public accounting firm.
During the years ended December 31, 2006 and 2007 and through April 30,
2008, the Company has not consulted with Amper, Politziner & Mattia, P.C.
regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written
report was provided to the Company or oral advice was provided that Amper,
Politziner & Mattia, P.C. concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Fees of Principal Accounting
Firm
Audit Fees represent fees for services rendered in connection with the
annual audit and quarterly reviews of the Company’s financial statements. For
the years ended December 31, 2008 and 2007, the Company paid or accrued $140,000
and $207,000 for audit fees to Amper, Politziner & Mattia, LLP and
PricewaterhouseCoopers LLP, respectively.
Audit-Related Fees represent fees for services rendered in connection
with assurance and related services that are reasonably related to the
performance of the audit or review of the financial statements and are not
reported as Audit Fees. For the years ended December 31, 2008 and 2007, the
Company did not pay or accrue any amounts for audit-related fees.
Tax Fees represent fees for services rendered in connection with tax
compliance, tax advice and tax planning. For the years ended December 31, 2008
and 2007, the Company paid or accrued $60,000 and $56,000 for tax fees to Amper,
Politziner & Mattia, LLP and PricewaterhouseCoopers LLP, respectively.
All Other Fees represent fees for services rendered other than those
described above. For the year ended December 31, 2008, the Company paid
PricewaterhouseCoopers LLP $5,000 in fees in connection with the Company’s
change in its principal accountant. For the year ended December 31, 2007, the
Company did not pay or accrue any amounts for all other fees.
The Audit Committee of the Company's Board of Directors has established a
policy requiring its pre-approval of all audit and non-audit services provided
by its independent registered public accounting firm. The policy requires the
general pre-approval of annual audit services and all other permitted services.
All of the audit and non-audit services described above were approved by
the Audit Committee and not pursuant to the waiver of pre-approval provisions
set forth in applicable rules of the SEC.
Recommendation and
Vote
The ratification of appointment of independent registered public
accounting firm proposal requires the affirmative vote of a majority of the
shares of Common Stock present, in person or by proxy, and entitled to vote at
the Annual Meeting.
The Board recommends a vote FOR
ratification.
OTHER BUSINESS OF THE
MEETING
The Company is not aware of any matters to come before the Annual Meeting
other than those stated in this Proxy Statement. However, since matters which
management of the Company is not now aware of may come before the Annual Meeting
or any adjournment, the proxies confer discretionary authority with respect to
acting on these matters. The persons named in the proxies intend to vote, act
and consent in accordance with their best judgment with respect to these
matters. Upon receipt of proxies in time for voting, the shares represented will
be voted as indicated thereon and in this Proxy Statement.
2010 STOCKHOLDERS’ PROPOSALS
To be considered for inclusion in
the Company’s proxy statement relating to the Annual Meeting of
Stockholders to be held in 2010, the Secretary
of the Company must receive stockholder proposals no later than 120 days prior
to November 23, 2010. To be considered for presentation at the Annual Meeting,
although not included in the proxy statement, proposals must be received no
later than 45 days prior to November 23, 2010. All stockholder proposals should
be sent to the attention of Corporate Secretary, Speedus Corp., 1 Dag
Hammarskjold Blvd., Freehold, New Jersey, 07728.
STOCKHOLDERS SHARING AN
ADDRESS
We will deliver only one Proxy Statement, Annual Report, or Notice of
Internet Availability of Proxy Materials to multiple stockholders sharing an
address unless we have received contrary instructions from one or more of the
stockholders. We undertake to deliver promptly, upon written or oral request, a
separate copy of the Proxy Statement, Annual Report, or Notice of Internet
Availability of Proxy Materials to a shareholder at a shared address to which a
single copy of the Proxy Statement, Annual Report, or Notices of Internet
Availability of Proxy Materials is delivered. A shareholder can notify us that
the shareholder wishes to receive a separate copy of the Proxy Statement, Annual
Report, or Notices of Internet Availability of Proxy Materials by contacting us
at Speedus Corp., c/o Corporate Secretary, 1 Dag Hammarskjold Blvd., Freehold,
New Jersey, 07728 or by calling us at 888.773.3669, Ext 23. Conversely, if
multiple stockholders sharing an address receive multiple Proxy Statements,
Annual Reports, or Notices of Internet Availability of Proxy Materials and wish
to receive only one, such stockholders can notify us at the address or phone
number set forth in the preceding sentence.
FORM 10-K REPORT
A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2008 IS INCLUDED IN THIS MAILING WITH THE PROXY STATEMENT.
ADDITIONAL COPIES OF THE ANNUAL REPORT OR THIS PROXY STATEMENT MAY BE OBTAINED
WITHOUT CHARGE BY ANY STOCKHOLDER UPON WRITTEN REQUEST TO SPEEDUS CORP., 1 DAG
HAMMARSKJOLD BLVD., FREEHOLD, NEW
JERSEY, 07728; BY CALLING US AT 888.773.3669, EXT 23, OR BY VISITING THE
INVESTOR RELATIONS SECTION OF OUR WEBSITE AT WWW.SPEEDUS.COM (
http://www.speedus.com
).
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By Order of the Board of Directors
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Shant S. Hovnanian
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Chairman, President and
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Chief Executive Officer
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November 23, 2009
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Using a
black
ink
pen, mark your votes with an
X
as shown in
this
example. Please do not write outside the designated areas.
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Annual Meeting Proxy
Card
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PLEASE FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
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A
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Proposals — The
Board of Directors recommends a vote
FOR
all the
nominees listed and
FOR
Proposal 2
and 3.
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1.
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Election of Directors:
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For
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Withhold
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For
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Withhold
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For
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Withhold
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01 -
Shant S. Hovnanian *
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o
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o
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02 -
Vahak S. Hovnanian
*
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o
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o
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03 -
William F.
Leimkuhler *
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o
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o
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04 -
Jeffrey Najarian *
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o
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o
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05 -
Stephen X. Graham
*
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o
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o
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* To elect to the Board of Directors the five
directors listed above currently serving thereon to serve until the
Company’s 2010 Annual Meeting of Stockholders or until their successors
are duly elected.
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For
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Against
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Abstain
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For
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Against
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Abstain
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2.
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To approve an amendment to the Company’s 2005 Stock Incentive Plan
to increase the number of shares of Common Stock available for issuance by
150,000.
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o
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o
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o
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3.
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Ratification of the appointment of Amper, Politziner &
Mattia, P.C. as the Company’s independent registered public
accounting firm.
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o
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o
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B
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Non-Voting Items
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Change of Address
—
Please print new address below.
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Comments
— Please print
your comments below.
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C
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Authorized Signatures — This section
must be completed for your vote to be counted. — Date and Sign
Below
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Please sign exactly as your name appears on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one
name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her
title.
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Date (mm/dd/yyyy) — Please print date below.
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Signature 1 — Please keep signature within the box.
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Signature 2 — Please keep signature within the box.
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Dear Stockholder,
Please take note of the important
information enclosed with this Proxy Card. There are three proposals related to
the management and operation of Speedus Corp. (the “Company”) that require your
immediate attention. These are discussed in detail in the enclosed Proxy
materials.
Your vote counts, and you are
strongly encouraged to exercise your right to vote your
shares.
Please mark the boxes on this Proxy
Card to indicate how your shares will be voted. Then sign the card and return
your Proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to
the Annual Meeting of Stockholders of the Company to be held on December 17,
2009.
Thank you in advance for your prompt
consideration of these matters.
Sincerely,
Shant S. Hovnanian
Chairman,
President and
Chief Executive Officer
PLEASE FOLD ALONG THE PERFORATION, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
1 Dag Hammarskjold Blvd.
Freehold, N.J.
07728
Annual Meeting of Stockholders - December 17,
2009
Proxy Solicited on Behalf of the Board of Directors
The undersigned
hereby appoints Shant S. Hovnanian and John A. Kallassy as Proxies, with full
power of substitution to each, to vote for and on behalf of the undersigned at
the 2009 Annual Meeting of Stockholders of Speedus Corp. to be held at the
Company’s Executive Offices at 1 Dag Hammarskjold Blvd., Freehold, N.J. 07728,
on Thursday, December 17, 2009, at 11:00 a.m., Eastern time, and at any
adjournment or adjournments thereof. The undersigned hereby directs the said
Proxies to vote in accordance with his judgment on any matters which may
properly come before the Annual Meeting, all as indicated in the Notice of
Annual Meeting, receipt of which is hereby acknowledged, and act on the matters
on the reverse side set forth in such notice as specified by the undersigned. In
their discretion, the Proxies are authorized to vote upon any other business
that may properly come before the Annual Meeting or at any adjournment(s)
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3.
THE SUBMISSION OF THIS PROXY, IF PROPERLY
EXECUTED, REVOKES ALL PRIOR PROXIES.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Grafico Azioni Speedus (CE) (USOTC:SPDE)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Speedus (CE) (USOTC:SPDE)
Storico
Da Dic 2023 a Dic 2024
