Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________
INFORMATION
STATEMENT PURSUANT TO
SECTION
14F-1 OF THE
SECURITIES
EXCHANGE ACT OF 1934
_______________
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CLACENDIX, INC.
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(Name
of Subject Company)
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Common Stock, par value $.001 per
share
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(Title
of Class of Securities)
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46205P100
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(CUSIP
Number of Class of Securities)
|
Lalit
Dhadphale
President
and Chief Executive Officer
Clacendix,
Inc.
100
Commerce Boulevard
Cincinnati,
Ohio 45140
|
Tel.: (513) 618-0911
|
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
|
Notice
and Communications on Behalf of the Person(s) Filing Statement)
_______________
CLACENDIX,
INC.
100
Commerce Boulevard
Cincinnati,
Ohio 45140
Tel.:
(513) 618-0911
Information
Statement Pursuant to Section 14(f) of the
Securities
Exchange Act of 1934 and
Securities
and Exchange Commission Rule 14f-1
Notice of
Change in the
Majority
of the Board of Directors
May 19,
2009
INTRODUCTION
The
information contained in this Information Statement is being furnished to all
holders of record of common stock of Clacendix, Inc. at the close of business on
May 14, 2009 in accordance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 under that act in order to effect
a change in majority control of Clacendix’ Board of Directors other than by a
meeting of stockholders. This Information Statement is being
distributed on or about May 19, 2009. Unless the context otherwise requires,
“we,” “our,” “us” and similar expressions refer to Clacendix, Inc.
No
Vote or Other Action by Clacendix’ Stockholders is Required in Response to this
Information Statement. Proxies Are Not Being Solicited.
On May
14, 2009, we completed a share exchange transaction, in which we issued to the
stockholders of HealthWarehouse.com, Inc., a Delaware corporation
(“HealthWarehouse”), an aggregate of 155,194,563 shares of our common stock in
exchange for all of the outstanding shares of capital stock of
HealthWarehouse. HealthWarehouse is a U.S. licensed pharmacy and
healthcare e-commerce company that sells discounted generic prescription drugs
and over-the-counter medical products.
As a
result of the share exchange transaction, HealthWarehouse became a wholly-owned
subsidiary of ours and HealthWarehouse’s former stockholders acquired a majority
of our outstanding shares of common stock, par value $.001 per
share. The share exchange was completed pursuant to the terms of a
Securities Exchange Agreement, dated May 14, 2009, between us, HealthWarehouse
and, for certain limited purposes, the stockholders of
HealthWarehouse.
As a
result of the share exchange transaction, control of our company passed to the
former HealthWarehouse stockholders. See “Voting Control and
Management.” Prior to the closing of the exchange transaction, our
board of directors was composed of Stephen M. Deixler, Norman E. Corn and Frank
M. Russo. Effective May 14, 2009, immediately following the share exchange
transaction, Mr. Russo resigned as a director of ours. In accordance with our
by-laws for filling newly-created board vacancies, remaining board members
Messrs. Corn and Deixler appointed Lalit Dhadphale and Wayne Corona, previous
directors of HealthWarehouse, to serve as directors of our company effective at
the closing of the share exchange transaction. Mr. Deixler resigned
as our director effective upon compliance by us with the provisions of Section
14(f) of the Securities Exchange Act and Rule 14f-1 under that act.
Prior to
the closing of the exchange transaction, Stephen M. Deixler was our Chairman of
the Board, Norman E. Corn was our Chief Executive Officer and Patrick E. Delaney
was our Chief Financial Officer. Mr. Deixler resigned from his position as
Chairman of the Board and Mr. Corn resigned from his position as Chief Executive
Officer effective on May 14, 2009.
On May
14, 2009, our board of directors named the following persons as our new
executive officers: Lalit Dhadphale - President and Chief Executive Officer,
Patrick E. Delaney - Chief Financial Officer and Treasurer, and Wayne Corona -
Secretary. Officers are elected annually by our board of directors
and serve at the discretion of our board.
VOTING
CONTROL AND MANAGEMENT
The
following table sets forth the positions and offices presently held with us for
each executive officer and director, each person’s age as of May 14, 2009, and
the number of shares of common stock beneficially owned by each
person. The table also includes beneficial holders of at least 5% of
our outstanding common stock. Except as otherwise set forth below,
the address of each of the persons listed below is c/o Clacendix, Inc., 100
Commerce Boulevard, Cincinnati, Ohio 45140.
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Shares
of Common Stock Beneficially Owned(1)
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Name
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Age
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Positions
held with
Clacendix
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Director/ Executive Officer Since
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Number of Shares
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Percentage
of Class(2)
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Executive
Officers and Directors:
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Lalit
Dhadphale
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37 |
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President,
Chief Executive Officer and Director
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May
14, 2009
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38,814,992 |
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20.62 |
% |
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Patrick
E. Delaney
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56 |
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Chief
Financial Officer and Director
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September
2003
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510,000 |
(3) |
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* |
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Wayne
A. Corona
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57 |
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Secretary
and Director
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May
14, 2009
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6,631,325 |
(4) |
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3.50 |
% |
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Stephen
M. Deixler (5)
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73 |
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Director
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May
1982
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2,741,016 |
(6) |
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1.45 |
% |
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Norman
E. Corn
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62 |
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Director
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August
2003
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511,596 |
(7) |
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* |
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All
executive officers and directors as a group (5 persons)
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-- |
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--
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--
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49,199,029 |
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25.85 |
% |
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Shares
of Common Stock Beneficially Owned(1)
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Name
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Age
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Positions
held with
Clacendix
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Director/ Executive Officer Since
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Number of Shares
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Percentage
of Class(2)
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5%
or Greater Stockholders:
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Cape
Bear Partners LLC (8)
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N/A |
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Stockholder
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N/A |
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34,606,466 |
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18.38 |
% |
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Rock
Castle Holdings, LLC (9)
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N/A |
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Stockholder
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N/A |
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45,053,326 |
(10) |
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23.44 |
% |
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Austin
W. Marxe and David M. Greenhouse (11)
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N/A |
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Stockholder
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N/A |
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11,258,068 |
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5.98 |
% |
_______________
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*
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Less
than 1% of outstanding shares.
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(1)
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Unless otherwise indicated,
includes shares owned by a spouse, minor children and relatives sharing
the same home, as well as entities owned or controlled by the named
person. Also includes shares if the named person has the right
to acquire those shares within 60 days after May 14, 2009, by the exercise
of any warrant, stock option or other right. Unless otherwise
noted, shares are owned of record and beneficially by the named
person.
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(2)
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The
calculation in this column is based upon 188,250,724 shares of common
stock outstanding on May 14, 2009. Does not include 155,570
shares of series A preferred stock outstanding on May 14, 2009, which
shares are convertible into 1,555,570 shares of common stock. The shares
of common stock and shares underlying convertible preferred stock and
stock options are deemed outstanding for purposes of computing the
percentage of the person holding such convertible preferred stock and/or
stock options but are not deemed outstanding for the purpose of computing
the percentage of any other person.
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(3)
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Includes
stock options to purchase 250,000 shares of common stock.
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(4)
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Includes
991,005 shares of common stock issuable upon conversion of HealthWarehouse
convertible promissory notes.
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(5)
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The
resignation of Stephen Deixler as a director will become effective on the
eleventh day after mailing of this Information Statement in accordance
with Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
under that act.
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(6)
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Does
not include 967,477 shares of common stock owned by Mr. Deixler’s mother,
children and grandchildren, as to which shares Mr. Deixler disclaims
beneficial ownership. Includes 480,560 shares of common stock issuable
upon conversion of 48,056 shares of series A preferred stock, stock
options to purchase 130,500 shares of common stock and 2,200 shares of
common stock owned by Mr. Deixler’s
spouse.
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(7)
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Includes
stock options to purchase 250,000 shares of common stock.
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(8)
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Lynn
Peppel is the Managing Member of Cape Bear Partners LLC and has sole
voting and investment power over the shares owned by Cape Bear Partners
LLC.
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(9)
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Jason
Smith is the Manager of Rock Castle Holdings, LLC and has sole voting and
investment power over the shares owned by Rock Castle Holdings,
LLC.
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(10)
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Includes
3,963,594 shares of common stock issuable upon conversion of
HealthWarehouse convertible promissory
notes.
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(11)
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Based
on a Schedule 13D/A filed on March 9, 2007 by Austin W. Marxe (“Marxe”)
and David M. Greenhouse (“Greenhouse”). Marxe and Greenhouse
share sole voting and investment power over 1,929,971 shares of Common
Stock owned by Special Situations Cayman Fund, L.P., 1,213,957 shares of
Common Stock owned by Special Situations Fund III, L.P., 5,052,040 shares
of Common Stock owned by Special Situations Fund III QP,
L.P., 2,084,729 shares of Common Stock owned by Special
Situations Private Equity Fund, L.P., 153,901 shares of Common Stock owned
by Special Situations Technology Fund, L.P. and 823,470 shares of common
stock owned by Special Situations Technology Fund II,
L.P.
|
Executive Officers and
Directors
The principal occupations for the past
five years (and, in some instances, for prior years) of each of our
executive officers and directors are as follows:
Lalit Dhadphale became our
President and Chief Executive Officer and a member of our board of
directors on May 14, 2009, and has served as the President and Chief Executive
Officer and a
member of the board of directors of HealthWarehouse since its inception in March
2007. Prior to that, from 2003 until February 2007, he founded and managed Placa
De Rei Partners, LLC, a company specializing in residential real estate
development in the United States and Asia. Before that, Mr. Dhadphale
accumulated more than 15 years of experience developing internet websites and
applications. He served as Vice President of Product Development, Chief
International Officer and later as Chief Operating Officer of Zengine, Inc. from
founding in 1999 through its sale in 2002. Under his day-to-day leadership,
Zengine grew from start-up to $30+ million in annualized sales, achieving
profitability in its second quarter as a public company in the first quarter of
2001. Prior to co-founding Zengine, Mr. Dhadphale was a co-founder of Excite
Japan, where he was involved with product development, internationalization and
localization of web sites and Internet products. He produced the launch of both
Excite Japan and Netscape Netcenter Japan. Prior thereto, Mr. Dhadphale was
International Business Development Manager for CNET, securing relationships
throughout Asia and the Pacific Rim. His prior experience includes international
trade, entertainment and real estate development for P.O.V. Associates (Nissho
Iwai Group). Mr. Dhadphale received his BA degree from the University of
Michigan, Ann Arbor in Japanese Language & Literature and Asian
Studies.
Patrick E. Delaney has served
as our Chief Financial Officer since September 2003 and as our Treasurer since
May 14, 2009. Prior to joining our company, from 2000 until 2003, Mr. Delaney
was the President of Taracon, Inc. a privately owned independent consulting firm
that provides management consulting for early and mid-stage technology and
financial services companies. Mr. Delaney also served as Chief Financial Officer
for two publicly traded telecommunications providers, Pointe Communications
Corporation from 1993 to 2000 and Advanced Telecommunications Corporation from
1986 to 1993. Mr. Delaney has served other companies in executive capacities
including RealCom Communications, Argo Communications and ACF
Industries.
Wayne A. Corona became our
Secretary and a member of our board of directors on May 14, 2009, and has served
as the Secretary and a member of the board of directors of HealthWarehouse since
its inception in March 2007. Mr. Corona has accumulated 30 years of experience
in brand and generic pharmaceutical sales, marketing and distribution. Since
2002, he has served as Vice President of Business Development of Masters
Pharmaceutical, Inc. Prior to that, Mr. Corona served as a consultant to
RxBazaar, an online pharmaceutical trader, from 1998 to 2002. From 1997 to 1998,
he served as a purchasing and regulations consultant to Purity Wholesale grocers
Inc. Earlier in his career, from 1992 to 1996, he served as President of P.D.I.
Enterprises, during which the company completed major acquisitions and sales
increased from $100 million to over $500 million. Mr. Corona was the recipient
of Merrill Lynch and Inc. Magazine’s Ernst & Young “Entrepreneur of The
Year” Award in 1995. Prior to his tenure with P.D.I., Mr. Corona was Senior Vice
President of Moore Medical Corporation from 1985 to 1992 and Assistant Vice
President of Pharmaceutical Services at Genovese Drug Stores from 1974 to 1985.
Mr. Corona earned his BS degree at Columbia University College of Pharmaceutical
Sciences.
Stephen M. Deixler became a
member of our board of directors in May 1982, and served as our Chairman of the
Board from May 1982 to May 14, 2009. Mr. Deixler served as our interim Chief
Financial Officer from March 2003 to September 2003, our Chief Executive Officer
from April 1996 to May 1997, our President from May 1982 to June 1985 and our
Treasurer from our formation in 1982 until September 1993. He also serves as
Chairman of the Board of Trilogy Leasing Co., LLC and President of Resource
Planning Inc. Mr. Deixler was the Chairman of Princeton Credit Corporation until
April 1995.
Norman E. Corn became a member
of our board of directors in November 2005, and served as our Chief Executive
Officer from August 2003 to May 14, 2009. From 2000 until 2003, Mr. Corn was
Executive Vice President of Liquent, Inc., a Pennsylvania-based software company
that provides electronic publishing solutions, focused on the life sciences
industry. Mr. Corn also served from 1994 to 2000 as CEO of TCG Software, Inc.,
an offshore software services organization providing custom development to large
corporate enterprises in the United States. Over the course of his career, Mr.
Corn has led other companies, including Axiom Systems Group, The Cobre Group,
Inc., The Office Works, Inc. and Longview Results, Inc., and spent the early
part of his career in sales, marketing and executive positions at AT&T and
IBM.All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors. Officers are
elected annually by the board of directors and serve at the discretion of the
board.
Meetings
of our Board of Directors
Our board
of directors held six
meetings during the year ended December 31, 2008.
Board
Committees
Our board
of directors had previously established an audit committee, compensation
committee, and nominations and governance committee. In conjunction with the
share exchange transaction, we disbanded these committees. Later in 2009, our
board of directors expects to recreate such committees, in compliance with
established corporate governance requirements.
Audit Committee. We plan to
reestablish an audit committee of the board of directors. The audit committee’s
duties would be to recommend to the board of directors the engagement of
independent registered public accountants to audit our financial statements and
to review our accounting and auditing principles. The audit committee would
review the scope, timing and fees for the annual audit and the results of audit
engagements performed by the independent registered public accountants,
including their recommendations to improve the system of accounting and internal
controls. The audit committee would at all times be composed exclusively of
directors who are, in the opinion of the board of directors, free from any
relationship which would interfere with the exercise of independent judgment as
a committee member and who possess an understanding of financial statements and
generally accepted accounting principles. Due to our small size, we
do not currently have an “audit committee financial expert,” as defined under
securities laws, serving on our board of directors, but we intend to appoint one
when we reestablish our audit committee.
Compensation Committee. We
plan to reestablish a compensation committee of the board of directors. The
compensation committee would review and approve our salary and benefits
policies, including compensation of executive officers. The compensation
committee would also administer our proposed Incentive Compensation Plan, and
recommend and approve grants of stock options and restricted stock under that
plan.
Nominations and Governance
Committee. We plan to reestablish a nominations and governance committee
of the board of directors. The purpose of the nominations and governance
committee would be to select, or recommend for our entire board’s selection, the
individuals to stand for election as directors at the annual meeting of
stockholders and to oversee the selection and composition of committees of our
board. The nominations and governance committee’s duties would also include
considering the adequacy of our corporate governance and overseeing and
approving management continuity planning processes.
Director
Compensation
Directors
are expected to timely and fully participate in all regular and special board
meetings, and all meetings of committees that they may serve on. We
expect to compensate non-management directors through stock option or restricted
stock grants under our stock option plans, though we have not determined the
exact number of options or stock to be granted at this time.
Prior to
May 14, 2009, directors who were not also employees received fully-vested
options to purchase 20,000 shares of our common stock upon election
to our board and fully-vested options to purchase 10,000 shares of our common
stock upon re-election to our board. In addition, directors who were
not also employees received annually fully-vested options to purchase 1,500
shares of our common stock for each of the following committee memberships:
audit, compensation and nominating committees. These directors were also granted
fully-vested options to purchase an additional 1,500 shares of our common stock
for each board meeting they attended. Options were granted at exercise prices
per share equal to the fair market value of our common stock on the date of the
grant. In addition, we reimbursed all such directors who traveled more than
fifty miles to a meeting of the board for all reasonable travel
expenses.
Indebtedness
of Directors and Executive Officers
None of
our executive officers or directors, or their respective associates or
affiliates, is indebted to us.
Family
Relationships
There are
no family relationships among our executive officers and directors.
Legal
Proceedings
As of the
date of this information statement, there are no material proceedings to which
any of our directors, executive officers, affiliates or stockholders is a party
adverse to us.
EXECUTIVE
COMPENSATION AND CERTAIN OTHER TRANSACTIONS
Executive
Compensation
The table
below summarizes the compensation earned for services rendered to Clacendix and
HealthWarehouse in all capacities, for the years indicated, by its Chief
Executive Officer and two most highly-compensated officers other than the Chief
Executive Officer.
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Non-Qualified |
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Non-Equity
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Deferred |
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Stock
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Option
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Incentive
Plan
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Compensation
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All
Other
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Name
and Principal
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Fiscal
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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Position
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Year
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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2008
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11,535 |
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- |
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- |
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- |
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- |
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- |
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- |
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11,535 |
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| President
and Chief Executive Officer |
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2007
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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2008
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167,083 |
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- |
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- |
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3,585 |
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- |
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- |
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6,429 |
(2) |
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177,097 |
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| former
Chief Executive Officer |
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2007
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235,000 |
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- |
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- |
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- |
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- |
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- |
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369,730 |
(3) |
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604,730 |
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2008
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150,000 |
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- |
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- |
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3,585 |
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- |
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- |
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5,700 |
(2) |
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159,285 |
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| Chief
Financial Officer and Treasurer |
|
2007
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200,000 |
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- |
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- |
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- |
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- |
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- |
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305,700 |
(4) |
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505,700 |
|
____________________
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(1)
|
The
information for Mr. Corn corresponds to the years ended December 31, 2008
and 2007. Mr. Corn resigned as an officer of our company on May
14, 2009.
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(2)
|
Includes
life insurance and disability insurance premiums paid by
us.
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|
(3)
|
Includes
auto allowance, life insurance and disability insurance premiums paid by
us and a severance amount of
$352,500.
|
|
(4)
|
Includes
auto allowance and medical benefit premiums paid by us and a severance
amount of $300,000.
|
The
aggregate amount of all other benefits in each of the years indicated did not
exceed the lesser of $50,000 or 10% of the compensation of any named
officer.
Options/SAR
Grants and Fiscal Year End Option Exercises and Values
The following table summarizes equity
awards outstanding at December 31, 2008, for each of the executive officers
named in the executive compensation table above:
|
|
|
Option
Awards
|
|
|
Stock
Awards
|
|
|
Name
|
|
Number
of
Securities
Underlying Unexercised Options
(#)
Exercisable
|
|
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
|
|
Option
Exercise Price
($)
|
|
|
Option
Expiration Date
|
|
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested
(#)
|
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested
($)
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
Lalit
Dhadphale
Chief
Executive Officer and President
|
|
|
--
|
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norman
E. Corn
former
Chief Executive Officer (1)(2)
|
|
|
800,000
488,404
229,376 |
|
|
|
--
--
20,624
|
|
|
|
-- |
|
|
|
0.115
0.060
0.180
|
|
|
1/28/09
1/28/09
1/23/11
|
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick
E. Delaney
Chief
Financial Officer and Treasurer (2)
|
|
|
800,000
229,376 |
|
|
|
--
20,624
|
|
|
|
-- |
|
|
|
0.115
0.180
|
|
|
1/28/09
1/23/11
|
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
(1)
|
The
information for Mr. Corn corresponds to the year ended December 31,
2008. Mr. Corn resigned as an officer of our company on May 14,
2009.
|
|
(2)
|
All
options vest as follows: 34% of the total number of shares subject to each
option vest and become exercisable 12 months from date of grant, and
options to purchase the remaining 66% of the number of shares subject to
each option vest and become exercisable in 8 equal installments of 8.25%
of the number of shares subject to each option, at the end of every three
month period following the 12 month anniversary of the grant date.
Outstanding un-vested options will vest upon change of control as defined
in the 2006 Stock Option Plan. All options have a 5 year
term.
|
Employment
Agreements
None of
our employees are subject to employment agreements with us at the moment. We
intend to enter into an employment agreement with Lalit Dhadphale, our President
and Chief Executive Officer, and Patrick E. Delaney, our Chief Financial Officer
and Treasurer, in the near future.
We were
party to an employment agreement with Norman E. Corn ,dated August 15, 2003, as
amended effective November 10, 2004, December 19, 2007 and June 19, 2008, which
had no specific stated termination date. Pursuant to the agreement
Mr. Corn served as our Chief Executive Officer at will at an annual base salary
of $235,000. In addition, he received reimbursement for life and
disability insurance. On January 28, 2004, we awarded Mr. Corn 800,000
fully-vested incentive stock options to purchase common stock at $0.115 per
share and 750,000 fully-vested non-qualified stock options to purchase common
stock at $0.06 per share. On January 23, 2006, we awarded Mr. Corn
250,000 stock options to purchase common stock at $0.18 per share which vested
on a pro-rata basis over a three-year period from the grant date. In
connection with the consummation of the sale of substantially all the operating
assets of our company and Mr. Corn’s agreement to remain with us through June
30, 2008 in order to facilitate either a business combination with a third party
or the liquidation of our company, we agreed to pay Mr. Corn a total of
$352,500, paid 50% in January 2008 and 50% in July 2008. This amount was the
equivalent of the 18 months of salary severance amount that would be due and
payable to Mr. Corn under the employment agreement if terminated as a result of
a change of control of our company for any reason other than
cause. Effective July 1, 2008, we adjusted Mr. Corn’s
compensation to an annualized base salary of $100,000. Mr. Corn
remained eligible to receive reimbursement for life and disability insurance, as
well as reimbursement for reasonable business expenses.
We were
party to an employment agreement with Patrick E. Delaney dated September 15,
2003, as amended effective November 10, 2004, December 19, 2007 and June 19,
2008, which had no specific stated termination date. Pursuant to the
agreement, Mr. Delaney served as our Chief Financial Officer at will, at an
annual base salary of $200,000. In addition, he received
reimbursement for medical benefits and life and disability
insurance. On January 28, 2004, we awarded Mr. Delaney 800,000
fully-vested incentive stock options to purchase common stock at $0.115 per
share and 250,000 fully-vested non-qualified stock options to purchase common
stock at $0.045 per share. On January 23, 2006, we awarded Mr. Delaney 250,000
stock options to purchase common stock at $0.18 per share which vested on a
pro-rata basis over a three-year period from the grant date. In connection with
the consummation of the sale of substantially all the operating assets of our
company and Mr. Delaney’s agreement to remain with us through June 30, 2008 in
order to facilitate either a business combination with a third party or the
liquidation of our company, we agreed to pay Mr. Delaney a total of $300,000,
paid 50% in January 2008 and 50% in July 2008. This amount was the equivalent of
the 18 months of salary severance amount that would be due and payable to Mr.
Delaney under the agreement if terminated as a result of a change of control of
our company for any reason other than cause. Effective July 1,
2008, we adjusted Mr. Delaney’s compensation to an annualized base salary of
$100,000. Mr. Delaney remained eligible to receive reimbursement for
medical benefits and life and disability insurance, as well as reimbursement for
reasonable business expenses.
Stock
Option Plans
In
January 2006, we adopted our 2006 Stock Option Plan (the 2006 Plan). The
aggregate number of shares of common stock for which options may be granted
under the 2006 Plan is 4,000,000. The maximum number of options which may be
granted to an employee during any calendar year under the 2006 Plan is 300,000.
The term of these non-transferable stock options may not exceed ten years. The
exercise price of these stock options may not be less than 100% (110% if the
person granted such options owns more than ten percent of the outstanding common
stock) of the fair value of one share of common stock on the date of grant. As
of December 31, 2008, 371,500 options were outstanding under the 2006 Plan, of
which 350,876 were exercisable.
In
November 2000, we adopted our 2000 Stock Option Plan (the 2000 Plan). The
aggregate number of shares of common stock for which options may be granted
under the 2000 Plan is 3,000,000. The maximum number of options which may be
granted to an employee during any calendar year under the 2000 Plan is 400,000.
The term of these non-transferable stock options may not exceed ten years. The
exercise price of these stock options may not be less than 100% (110% if the
person granted such options owns more than ten percent of our outstanding common
stock) of the fair value of one share of common stock on the date of grant. As
of December 31, 2008, 838,000 options were outstanding under the 2000 Plan, all
of which were exercisable.
In June
1998, we adopted our 1998 Stock Option Plan (the 1998 Plan). The aggregate
number of shares of common stock for which options may be granted under the 1998
Plan is 3,000,000. The maximum number of options which may be granted to an
employee during any calendar year under the 1998 Plan is 400,000. The term of
these non-transferable stock options may not exceed ten years. The exercise
price of these stock options may not be less than 100% (110% if the person
granted such options owns more than ten percent of our outstanding common stock)
of the fair value of one share of common stock on the date of grant. As of
December 31, 2008, 1,100,000 options were outstanding under the 1998 Plan, of
which 1,079,376 were exercisable.
SECTION
16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act requires our directors, executive officers
and persons who own more than 10% of a registered class of our equity
securities, file with the SEC initial reports of ownership and reports of
changes in ownership of our equity securities. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file.
Each of
Stephen Deixler, Frank S. Russo (a former director of our company) and Philip
Levine (a former director of our company) failed to file a Form 4 with respect
to the grant to each such director of options to purchase 1,500 shares of common
stock on March 25, 2008.
Each of
Messrs. Deixler, Russo and Levine failed to file a Form 4 with respect to the
grant to each such director of options to purchase 14,500 shares of common stock
on May 19, 2008.
Each of
Messrs. Deixler, Russo and Levine failed to file a Form 4 with respect to the
grant to each such director of options to purchase 1,500 shares of common stock
on August 11, 2008.
Each of
Messrs. Deixler and Russo failed to file four Form 4s with respect to grants to
each such director of options to purchase 1,500 shares of common stock, on each
of November 11, 2008, December 4, 2008, December 15, 2008 and December 30, 2008,
as compensation for attendance at various board meetings.
COPIES
OF PUBLIC FILINGS
We will
furnish a copy of our annual report on Form 10-K for the year ended December 31,
2008 and any exhibit referred to in that filing without charge to each person to
whom this information statement is delivered upon written or oral request by
first class mail or other equally prompt means within one business day of
receipt of such request. Any request should be directed to our
corporate secretary at c/o Clacendix, Inc., 100 Commerce Boulevard, Cincinnati,
Ohio 45140.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the informational requirements of the Securities Exchange Act of 1934
and, in accordance therewith, file annual, quarterly and current reports and
other information with the SEC. Reports and other information can be
inspected and copied at the public reference room maintained by the SEC at 100 F
Street, N.E., Room 1580, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for more information about its public reference
room. Most of our filings also are available to you free of charge at
the SEC’s website at http://www.sec.gov.