FORM DEF 14A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Streamline Health Solutions, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TABLE OF CONTENTS
STREAMLINE
HEALTH SOLUTIONS, INC.
10200 Alliance Road, Suite 200
Cincinnati, Ohio
45242-4716
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON MAY 27,
2009
To the Stockholders of Streamline Health Solutions, Inc.:
You are cordially invited to attend the Annual Meeting of the
Stockholders of Streamline Health Solutions, Inc. to be held on
May 27, 2009, at 9:30 a.m., Eastern Time, at the
offices of Streamline Health Solutions, Inc., 10200 Alliance
Road, Suite 200, Cincinnati, Ohio
45242-4716,
for the following purposes:
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1.
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Election of six directors each to hold office until a successor
is duly elected and qualified at the 2010 Annual Meeting of
Stockholders or otherwise or until any earlier removal or
resignation;
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2.
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To transact any and all other business that may properly come
before the meeting or any adjournment thereof.
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Only stockholders of record at the close of business on
April 7, 2009 will be entitled to notice of, and to vote
at, the Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
Donald E. Vick, Jr.
Interim Chief Financial Officer & Secretary
Cincinnati, Ohio
April 17, 2009
A proxy statement and proxy are submitted herewith. As a
stockholder, you are urged to complete and mail the proxy
promptly whether or not you plan to attend the Annual Meeting in
person. The enclosed envelope for the return of the proxy
requires no postage if mailed in the USA. Stockholders of record
attending the meeting may personally vote on all matters that
are considered in which event the signed proxies are revoked. It
is important that your shares be voted. In order to avoid the
additional expense to the Company of further solicitation, we
ask your cooperation in mailing your proxy promptly.
Registration and seating will begin at approximately
9:00 a.m. Communication and recording devices will not
be permitted at the Annual Meeting. A copy of the regulations
for conduct at the Annual Meeting is attached as Annex 1 to
the proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE 2009 ANNUAL STOCKHOLDERS MEETING TO BE
HELD ON MAY 27, 2009.
The Companys Notice of Annual Stockholders
Meeting, Proxy Statement for the 2009 Annual Stockholders
Meeting and Annual Report on
Form 10-K
is also available at www.envisionreports.com/STRM.
STREAMLINE
HEALTH SOLUTIONS, INC.
10200 Alliance Road, Suite 200
Cincinnati, Ohio
45242-4716
The accompanying proxy is solicited on behalf of the Board of
Directors (Board) of Streamline Health Solutions,
Inc., a Delaware corporation (the Company or
Streamline
Health®),
for use at the 2009 annual meeting of stockholders of the
Company (Annual Meeting). The Annual Meeting will be
held on May 27, 2009 at 9:30 a.m., Eastern Time, or
any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. The Annual Meeting will
be held at the offices of Streamline Health Solutions, Inc.,
10200 Alliance Road, Suite 200, Cincinnati, Ohio
45242-4716.
All holders of record of the Companys common stock, par
value $.01 per share (Common Stock), on
April 7, 2009, the record date, will be entitled to notice
of and to vote at the Annual Meeting. At the close of business
on the record date, the Company had 9,354,782 shares of
Common Stock outstanding and entitled to vote. A majority, or
4,677,392, of these shares of Common Stock will constitute a
quorum for the transaction of business at the Annual Meeting.
The proxy card, this Proxy Statement, and the Companys
fiscal year 2008 Annual Report on
Form 10-K
will be mailed to stockholders on or about April 20, 2009.
Voting
Rights and Solicitation of Proxies
Stockholders are entitled to one vote for each share of Common
Stock held. Shares of Common Stock may not be voted cumulatively.
The shares represented by all properly executed proxies which
are timely sent to the Company will be voted as designated and
each proxy not designated will be voted affirmatively. Any
person signing a proxy in the form accompanying this Proxy
Statement has the power to revoke it at any time before the
shares subject to the proxy are voted by notifying the Corporate
Secretary of the Company in writing or by attendance at the
meeting and voting in person.
The expense of electronically hosting, printing and mailing
proxy materials will be borne by the Company. In addition to the
solicitation of proxies by mail, solicitation may be made by
certain directors, officers, and other employees of the Company
by personal interview, telephone, or facsimile. No additional
compensation will be paid for such solicitation. The Company
will request brokers and nominees who hold shares of Common
Stock in their names to furnish proxy materials to beneficial
owners of the shares and will reimburse such brokers and
nominees for the reasonable expenses incurred in forwarding the
materials to such beneficial owners.
The Companys bylaws provide that the holders of a majority
of all of the shares of Common Stock issued, outstanding, and
entitled to vote, whether present in person or represented by
proxy, shall constitute a quorum for the transaction of business
at the Annual Meeting. Shares that are voted FOR,
AGAINST or WITHHELD, as applicable, with
respect to a matter are treated as being present at the meeting
for purposes of establishing a quorum and are also treated as
shares entitled to vote at the Annual Meeting with respect to
such matter. If a broker, bank, custodian, nominee, or other
record holder of shares indicates on a proxy that it does not
have the discretionary authority to vote certain shares on a
particular matter (broker non-vote), then those
shares will not be considered entitled to vote with respect to
that matter, but will be counted in determining the presence of
a quorum.
All shares represented by valid proxies received prior to the
Annual Meeting will be voted and, where a stockholder specifies
by means of the proxy how the shares are to be voted with
respect to any matter to be acted upon, the shares will be voted
in accordance with the specification so made. If the stockholder
fails to so specify, except for broker non-votes, the shares
will be voted FOR the election of the Boards
nominees as directors.
J. Brian Patsy, a Director and the co-founder of the
Company, and the five other Directors of the Company, and the
Named Executive Officers (as identified on page 5),
together beneficially own 1,539,218 shares of Common Stock.
Messrs. Patsy, Levy, Phillips, Turner, Miller, and
VonderBrink, have each indicated that they intend to vote for
the election of all those nominated by the Board for election as
Directors. For information regarding the
1
ownership of Common Stock by holders of more than five percent
of the outstanding shares and by the management of the Company,
see Stock Ownership by Certain Beneficial Owners and
Management.
In accordance with Delaware law, a list of stockholders entitled
to vote at the Annual Meeting will be available at the Annual
Meeting at the principal executive offices of Streamline Health
Solutions, Inc., 10200 Alliance Road, Suite 200,
Cincinnati, Ohio
45242-4716,
on May 27, 2009, and for ten days prior to the Annual
Meeting, between the hours of 9:00 a.m. and
4:00 p.m. Eastern Time, at the principal executive
offices of the Company.
PROPOSAL
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect six
Directors, comprising the entire membership of the Board, each
to hold office until a successor is duly elected and qualified
at the 2010 annual meeting of stockholders of the Company or
otherwise or until any earlier resignation or removal. Shares
represented by the accompanying proxy will be voted for the
election of the six nominees recommended by the Board, unless
the proxy is marked in such a manner as to withhold authority to
vote. All nominees standing for reelection are currently serving
as members of the Board and have consented to continue to serve.
If any nominee for any reason is unable to serve or will not
serve, the proxies may be voted for such substitute nominee as
the proxy holder may determine. The Company is not aware of any
nominee who will be unable or unwilling to serve as a Director.
The Company has not implemented a formal policy regarding
Director attendance at the Annual Meeting. Typically, the Board
holds its annual organizational meeting directly following the
Annual Meeting, which results in most Directors being able to
attend the Annual Meeting. All Directors attended the 2008
Annual Meeting and it is the current expectation that all
Directors standing for reelection will attend the 2009 Annual
Meeting except for Richard C. Levy, M.D. who will not be
able to attend due to a previous commitment.
Provided a quorum is duly constituted at the Annual Meeting, the
affirmative vote by the holders of a plurality of the shares of
Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote on the election of Directors
is required to approve the election of Directors. A broker
non-vote and a withheld vote are not counted for purposes of
electing the Directors and will have no effect on the election.
The Companys Interim Chief Financial Officer will serve as
the inspector of election for the election of the Directors.
Nominees
For Election As Directors
The following incumbent Directors are being nominated by the
Board for reelection to the Board: Richard C. Levy, M.D.,
Jay D. Miller, J. Brian Patsy, Jonathan R. Phillips, Andrew L.
Turner and Edward J. VonderBrink.
Richard C. Levy, M.D., age 62, has been a
Director of the Company since January 2001. He currently serves
as a Professor at the University of Cincinnati, a position that
he has held since 1984, and where he was the founding Chairman
of the Department of Emergency Medicine. Dr. Levy is the
founder of Medical Reimbursement, Inc., a privately held
physician reimbursement company. He also serves as a member of
the Executive Committee of UCP, Inc. a specialty medical
practice group. Dr. Levys educational background
consists of the following degrees: B.S. Chemistry
University of Kentucky, earned in 1968; M.D. Medical
Science University of Louisville, earned in 1972;
M.P.H. Health Administration Harvard University,
earned in 1973.
Jay D. Miller, age 49, has been a Director of the
Company since February 2009. Mr. Miller is currently an
independent consultant. He has spent approximately 25 years
in the medical technology industry with executive-level
responsibilities for product development, sales and marketing,
and profit and loss. From 2002 to 2008, Mr. Miller served
as President and Chief Executive Officer of Vital Images, Inc.,
a leading provider of enterprise-wide advanced visualization and
analysis software solutions. Prior to becoming president and CEO
of Vital Images, Mr. Miller served as their Vice President
of marketing and business development. From 1989 until his
employment by Vital Images, Mr. Miller was employed by GE
Medical Systems, Inc. in various marketing positions. Prior to
GE, Mr. Miller served at Siemens Medical Systems as a
product specialist providing technical marketing and sales
support for Siemens MR products. Mr. Millers
educational background consists of the following degrees:
Bachelor of Arts degree from Dartmouth College, majoring in
Chemistry, earned in 1982; a Master of Engineering degree from
the University of Virginia, in Biomedical Engineering, earned in
1987; and a Master of Business Administration degree from the J.
L. Kellogg School of Management, Northwestern University, earned
in 1994.
2
J. Brian Patsy, age 58, is a founder of the Company
and has served as President and Director of the Company or its
predecessor since the Companys or its predecessors
inception in October, 1989. Mr. Patsy was appointed
Chairman of the Board and Chief Executive Officer in March 1996.
Prior to founding Streamline Health, Mr. Patsy served in
various executive, management and engineering capacities with
Wang Laboratories, AT&T, Ameritch, the Ohio Bell Telephone
Company and the National Security Agency. Mr. Patsy has
over 35 years of experience in the information technology
industry. Mr. Patsy received a Masters of Business
Administration from Kent State University with a major in
Finance and Economics in 1976 and a Bachelor of Science Degree
in Electrical Engineering from the University of Akron in 1973.
Jonathan R. Phillips, age 36, has been a Director of
the Company since May 2005. He is the founder of Healthcare
Growth Partners, a provider of strategic and financial advisory
services to healthcare technology companies. He has served as
the Managing Director since its founding in 2005. Prior to
founding Healthcare Growth Partners, Mr. Phillips was a
member of the Healthcare Investment Banking Group at William
Blair and Company, LLC, where he provided financial advisory
services to healthcare growth companies in the areas of mergers
and acquisitions and equity offerings, including initial public
offerings, secondary offerings and private placements. At
William Blair, Mr. Phillips was a Vice President from 2002
to 2005 and an Associate from 2000 to 2001. Prior to William
Blair, he served in various roles in the healthcare practice of
Deloitte Consulting for more than four years where he provided
strategic consulting to healthcare providers and other
organizations. Mr. Phillips is also a director of
Ophthalmic Imaging Systems, Inc., a public company.
Mr. Phillips received a Masters of Business Administration
at the J. L. Kellogg School of Management, Northwestern
University in 1998, with a major in Finance, Marketing and
Health Services Management, and a Bachelor of Arts from DePauw
University with a major in Economics and Management in 1995.
Andrew L. Turner, age 62, has been a Director of the
Company since November 2006. He currently serves as Chairman of
the Board of privately held EnduraCare Therapy Management, Inc.
(formerly known as EnduraCare, LLC), a provider of
rehabilitation and therapy management services founded by
Mr. Turner in 2000 and Chairman of the Board of privately
held Raindance Healthcare Group, an operator of skilled nursing
and assisted living facilities founded by Mr. Turner in
2007. Mr. Turner has also been a director of Watson
Pharmaceuticals, Inc., a public company, since 1997, where he
has served as Chairman of the Audit Committee, and the Chairman
of the Governance and Nominating Committee. Mr. Turner was
elected Chairman of the Board at Watson in 2008. Since 1994,
Mr. Turner has also served as a director of The Sports Club
Company, Inc., an upscale workout public company. From 1989
until August 2000, Mr. Turner served as Chairman of the
Board and Chief Executive Officer of Sun Healthcare Group, Inc.,
a health care services provider. Mr. Turner received a
Bachelor of Arts in Business Administration and Political
Science from The Ohio State University in 1970.
Edward J. VonderBrink, CPA, age 64, has been a
Director of the Company since May 2005. He is the retired
Southeast Area Managing Partner of Grant Thornton LLP, Certified
Public Accountants. Mr. VonderBrink began his career with
Grant Thornton in 1967, became a partner in 1977, and served in
such capacity until his retirement in 1999. He then became
Director of the Entrepreneurial Center of Xavier University, in
Cincinnati, OH from 2000 to 2004. He is currently an independent
consultant to closely held businesses with emphasis on strategic
planning. Mr. VonderBrink is a Certified Public Accountant.
Mr. VonderBrink received his BSBA in accounting from Xavier
University in 1966 and his MBA from Xavier University in 1968.
The Board of Directors has determined that Dr. Levy,
Mr. Miller, Mr. Phillips, Mr. Turner and
Mr. VonderBrink are Independent Directors as
defined by Item 407(a)(1)(i) of
Regulation S-K
and as that term is currently defined in The NASDAQ Stock Market
Marketplace Rules.
There are no family relationships among any of the above named
nominees for Director or among any of the nominees and any
executive officers of the Company.
The Board recommends a vote FOR the election of
each of the nominees.
Communications
with the Board of Directors
Stockholders may communicate with the Board of Directors by
sending a letter to Streamline Health Solutions, Inc. Board of
Directors,
c/o Corporate
Secretary, 10200 Alliance Road, Suite 200, Cincinnati, OH
45242-4716.
All
3
communications directed to the Board of Directors will be
transmitted promptly to all of the Directors without any editing
or screening by the Corporate Secretary.
Board of
Directors Meetings and Committees
The Board met fourteen times during fiscal year 2008. Standing
committees of the Board currently include an audit committee and
a compensation committee.
The Board does not have a governance and nominating committee as
the Board of Directors has determined that it is not necessary
and would have no direct benefit, at this time, because of the
relatively small size of the Company. All nominees for election
of Directors at the 2009 Annual Meeting were nominated by the
unanimous consent of the current Board, including all of the
independent Directors. The Board does not have a formal policy
for the consideration of director candidates proposed by
stockholders.
In fiscal year 2008, all current Directors attended all meetings
of the Board and all committee meetings of the committees on
which such Directors served during the period, for which each
such Director has been a Director, except for one Director who
was unavailable for one Board meeting. Accordingly, all
Directors attended more than 75% of such meetings.
The independent Directors, Messrs. VonderBrink (Chairman),
Levy, Miller, Phillips and Turner, are presently the members of
the Audit Committee. The Audit Committee operates under a
charter approved by the Board of Directors which can be found at
the Companys web site at www.streamlinehealth.net.
The Audit Committee met separately as a committee four times
during fiscal year 2008. The Audit Committee, along with
management, met as part of the whole Board of Directors to
review each of the Companys quarterly and annual financial
statements filed on
Form 10-Q
or
Form 10-K,
prior to the filing of those reports with the Securities and
Exchange Commission. The Audit Committee Chairman separately
discusses the Companys financial reports with the auditors
on a regular basis. The Audit Committees functions include
the engagement of the Companys independent registered
public accounting firm, review of the results of the audit
engagement and the Companys financial results, review of
the Companys financial statements by the independent
registered public accounting firm and their opinion thereon,
review of the auditors independence, review of the
effectiveness of the Companys internal controls and
similar functions and approval of all auditing and non-auditing
service performed by the independent registered public
accounting firm for the Company. The Board of Directors has
determined that Mr. VonderBrink is an audit committee
financial expert. See Nominees For Election As
Directors for the biographical information of
Mr. VonderBrink
The Audit Committee has established procedures through which
confidential complaints may be made by employees, directly to
the Chairman of the Audit Committee, regarding: illegal or
fraudulent activity; questionable accounting, internal controls
or auditing matters; conflicts of interest, dishonest or
unethical conduct; disclosures in the Companys Securities
and Exchange Commission filings that are not accurate;
violations of the Companys Code of Conduct and Ethics; or
any other matters.
The independent Directors, Messrs. Levy (Chairman), Miller,
Phillips, Turner and VonderBrink, are presently the members of
the Compensation Committee. The Compensation Committee does not
have a formal written charter but retains full authority to
determine all compensation matters for the Named Executive
Officers. The Compensation Committee met three times during
fiscal year 2008. The Compensation Committee reviews the
performance of and establishes the salaries and all other
compensation of the Companys Named Executive Officers. The
Compensation Committee also administers the Companys 2005
Incentive Compensation Plan and is responsible for recommending
grants of Equity Awards under the plan, subject to the approval
of the Board.
The independent Directors of the Board periodically meet in
executive session as part of regularly scheduled Board Meetings
and no presiding Director has been designated to conduct the
executive sessions.
Code of
Conduct and Ethics
The Board of Directors has adopted the Streamline Health
Solutions, Inc. Code of Conduct and Ethics which applies to all
Directors, officers, (including its Chief Executive Officer,
Chief Financial Officer, Controller, and any person performing
similar functions) and employees. The Company has made the Code
of Conduct and Ethics available on its web site at
www.streamlinehealth.net.
4
STOCK
OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of
April 7, 2009, with respect to the beneficial ownership of
Common Stock by: (i) each stockholder known by the Company
to be the beneficial owner of more than 5% of Common Stock;
(ii) each Director and each nominee for Director;
(iii) each Named Executive Officer listed in the Summary
Compensation Table; and (iv) all Directors and current
Named Executive Officers as a group.
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Amount and
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Nature of
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Beneficial
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Percent
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Name and Address of Beneficial
Owner1
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Ownership
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of
Class2
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Eric S. Lombardo
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1,497,127
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16.0
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%
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7173 Royalgreen Drive
Cincinnati, Ohio 45244
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J. Brian Patsy
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1,128,124
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12.1
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%
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10200 Alliance Road, Suite 200
Cincinnati, Ohio
45242-4716
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Sharon Brightman
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1,038,800
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11.1
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%
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5019 Parkview Court
Centerville, OH 45458
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Richard C.
Levy, M.D.3
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74,999
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*
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Jay D. Miller
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*
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Jonathan R.
Phillips4
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46,999
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*
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Andrew L.
Turner5
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35,853
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*
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Edward J.
VonderBrink6
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46,999
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*
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Joseph O.
Brown, II7
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34,510
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*
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B. Scott Boyden,
Jr.8
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5,000
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*
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Gary M.
Winzenread9
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24,589
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*
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Paul W. Bridge,
Jr.10
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118,296
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1.3
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%
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Donald E. Vick,
Jr.11
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23,849
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*
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All current Directors and Named Executive Officers as a group
(11 persons)
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1,539,218
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16.2
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%
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* |
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Represents less than 1%. |
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1 |
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Unless otherwise indicated below, each person listed has sole
voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where
applicable. For purposes of this table, shares subject to stock
options or warrants are considered to be beneficially owned if
by their terms they may be exercised as of the date of mailing
of this Proxy Statement or if they become exercisable within
sixty days thereafter. |
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2 |
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These percentages assume the exercise of certain currently
exercisable stock options and warrants. |
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3 |
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Includes 30,000 shares owned by Dr. Levy and
44,999 shares that are issuable upon the exercise of
currently exercisable options. |
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4 |
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Includes 12,000 shares owned by Mr. Phillips and
34,999 shares that are issuable upon exercise of currently
exercisable options. |
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5 |
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Includes 22,520 shares owned by Mr. Turner and
13,333 shares that are issuable upon exercise of currently
exercisable options. |
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6 |
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Includes 12,000 shares owned by Mr. VonderBrink and
34,999 shares that are issuable upon exercise of currently
exercisable options. |
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7 |
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Includes 18,680 shares owned by Mr. Brown and
830 shares of which Mr. Brown is custodian under the
Uniform Gifts to Minor Act and 15,000 shares that are
exercisable by Mr. Brown upon the exercise of currently
exercisable options. Mr. Brown first became an executive
officer of the Company in October 2007. See Executive
Compensation Employment Agreements. |
5
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8 |
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Includes 5,000 shares that are exercisable by
Mr. Boyden upon the exercise of currently exercisable
options. Mr. Boyden first became an executive officer of
the Company in June 2008. See Executive
Compensation Employment Agreements. |
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9 |
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Includes 17,923 shares owned by Mr. Winzenread and
6,666 shares that are issuable upon exercise of currently
exercisable options. Mr. Winzenread first became an
executive officer of the Company in October 2007. See
Executive Compensation Employment
Agreements. |
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10 |
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The ownership data for Mr. Bridge above is to the best of
the Companys knowledge. The Company requested current
information, but Mr. Bridge declined to provide an update.
The data shown includes 45,000 shares held in trust for the
benefit of Mr. Bridges wife of which Mr. Bridge
is a contingent beneficiary of the trust, 1,600 shares held
in trust for the benefit of Mr. Bridge, 71,696 shares,
which were acquired in the open market and through participation
in the 1996 Employee Stock Purchase Plan or through the exercise
of stock options and are held of record by Mr. and
Mrs. Bridge as joint tenants in common with the right of
survivorship. Mr. Bridge may be deemed to be the beneficial
owner of all such shares and shares investment power with
Mrs. Bridge with respect to 71,696 shares. See
Executive Compensation Employment
Agreements. Mr. Bridge resigned as an executive
officer in November, 2008. |
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11 |
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Includes 3,349 shares held of record by Mr. and
Mrs. Vick as joint tenants in common with the right of
survivorship over which Mr. and Mrs. Vick share investment
power. Mr. Vicks beneficial ownership also includes
20,500 shares that are issuable upon the exercise of
currently exercisable stock options. Mr. Vick first became
an executive officer of the Company in February 2002. See
Executive Compensation Employment
Agreements. |
EXECUTIVE
COMPENSATION
Compensation
Overview
The Company qualifies as a smaller reporting company
under the Securities and Exchange Commissions rules. The
Company has elected to comply with the disclosure requirements
applicable to smaller reporting companies. Accordingly, this
Executive Compensation summary is not intended to meet the
Compensation Discussion and Analysis disclosure
required of larger reporting companies.
Role of the Compensation
Committee. All compensation for the Named
Executive Officers of the Company is determined by the
Compensation Committee of the Board of Directors which is
composed only of independent Directors. The Compensation
Committee is charged with responsibility for reviewing the
performance and establishing the total compensation of the
Companys Named Executive Officers on an annual basis. The
Committee often discusses compensation matters as part of
regularly scheduled Board meetings and among the Committee
members outside of regularly scheduled meetings. The
Compensation Committee administers the Companys 2005
Incentive Compensation Plan and the Companys 1996 Stock
Purchase Plan and is responsible for recommending grants of
equity awards under the 2005 Incentive Compensation Plan to the
Board of Directors for approval. The Chief Executive of the
Company annually makes recommendations to the Compensation
Committee regarding base salary, Non-equity Incentive Plan
compensation and equity awards, which recommendations are
considered by the Compensation Committee, however, the Committee
retains full discretion and authority over the final
compensation decisions for the Named Executive Officers. The
Compensation Committee does not have a formal written charter.
The Compensation Committee has full authority to engage
independent compensation consultants. The Committee has in the
past, and may in the future, directly commission compensation
studies from such consultants to provide benchmark and other
data to be used by the Compensation Committee in determining the
compensation and benefits for the Named Executive Officers. The
Compensation Committee does not obtain such compensation studies
on an annual basis and, in 2008, the Committee did not use any
current benchmark data in setting compensation for the Named
Executive Officers.
Compensation Philosophy and
Objectives. The Compensation Committee
believes that compensation for the Named Executive Officers
should be based on the performance of the Company. Because the
Company is small, the performance of the Named Executive
Officers directly affects all aspects of the Companys
results. Therefore,
6
the Compensation Committee typically has not adopted or utilized
individual performance measures in establishing compensation for
the Named Executive Officers, except for Mr. Winzenread and
Mr. Boyden. In 2008, Mr. Winzenreads individual
performance measure was based one-half on Company performance
and one-half on his obtaining certain performance objectives
related to the delivery of products currently under development.
Mr. Boydens individual performance objective was tied
to his specific sales achievement objectives. The Compensation
Committee also considers the Companys industry and
geographic location norms in determining the various elements
and amounts of compensation for the Named Executive Officers.
The Compensation Committee believes that several factors are
critical to the future success of the Company. These factors
include the quality, appropriate skills and dedication of the
Named Executive Officers.
The Compensation Committees compensation objectives are to
attract and retain highly qualified individuals with a
demonstrated record of achievement; reward past performance;
provide incentives for future performance; and align the
interests of the Named Executive Officers with the interests of
the stockholders. To do this, the Company must offer a
competitive total compensation package consisting of: base
salary, annual non-equity incentive compensation opportunities,
long-term incentives in the form of equity awards, and employee
benefits.
Compensation Structure. The
Total Targeted Cash Compensation, which includes base salary and
non-equity incentive compensation, is intended to be an
incentive for the Named Executive Officers to achieve above
normal financial results at the Company level and to
appropriately compensate the Named Executive Officers for
successfully achieving such Company performance. All of the
elements of the Companys executive compensation program
are designed to deliver both year-to-year and long-term
stockholder value increases. A significant portion of the
executives compensation is at-risk, vests over time, and
is tied directly to the Companys short-term and long-term
success.
The Named Executive Officer non-equity incentive compensation is
based on the Companys operational performance which the
Compensation Committee believes reflects the ability of the
Named Executive Officer to increase stockholder value in both
the short-term and long-term. The individual amounts and mix of
compensation elements are established based on the determination
of the Committee as to whether each particular element provides
an appropriate incentive for expected performance that would
enhance stockholder value. These elements include performance
factors related to financial and operational goals established
for the Named Executive Officers each year.
The Committee also considers each Named Executive Officers
current salary and prior-year incentive compensation along with
the appropriate balance between long-term and short-term
incentives.
Key
elements of Executive
Compensation.
Base Salaries. Salaries are
established based on the individual responsibilities of the
Named Executive Officers in the competitive marketplace in which
the Company operates at levels necessary to attract and retain
the executive. Base salaries are reviewed annually and adjusted
periodically to take into account promotions, increases in
responsibility, inflation and increased experience and
competitive compensation levels as recommended by the Chief
Executive Officer with respect to the other named Executive
Officers.
In fiscal year 2008, the Compensation Committee established the
base salary for each of the Named Executive Officers as follows:
Mr. Patsy, the Chief Executive Officer, $263,200;
Mr. Bridge, the former Chief Financial Officer, $184,231;
Mr. Vick, the Controller (and current Interim Chief
Financial Officer), $109,567; Mr. Brown, the Vice President
Client Services and Chief Information Officer, $171,600;
Mr. Winzenread, the Vice President Product Development and
Strategy, $182,000. These increases were 4.0% for each of the
aforementioned Named Executive Officers. These increases were
based on inflationary factors. Upon appointment of
Mr. Boyden as a Named Executive Officer, the Compensation
Committee established the base salary for Mr. Boyden, the
Sr. Vice President Sales and Marketing at $187,400.
The Compensation Committee established the 2009 base salary for
each of the Named Executive Officers as follows: Mr. Patsy,
the Chief Executive Officer, $263,200; Mr. Vick, Interim
Chief Financial Officer, $120,067; Mr. Brown, the Vice
President Client Services and Chief Information Officer,
$171,600; Mr. Winzenread, the Vice
7
President Product Development and Strategy, $182,000; and
Mr. Boyden, the Sr. Vice President Sales and Marketing,
$187,400.
Non-equity Incentive
Compensation. Annually, the Compensation
Committee establishes a Non-equity Incentive Compensation Plan,
a pay for performance plan, to incent and reward
superior Company performance for the forthcoming fiscal year.
The cash payments under this plan are paid quarterly based on a
predetermined formula if the financial performance objectives
required by the plan are met. The plan has a minimum threshold
below which no incentive compensation is earned and has no upper
limit on the amount that can be earned. The Compensation
Committee sets the financial objectives in the plan at levels
which the Committee believes are achievable, but not assured,
and they are in line with both the short-term and long-term
interests of the stockholders.
The 2008 and 2009 Non-equity Incentive Compensation Plan targets
were set to achieve: (i) a specific dollar amount of
revenues and (ii) a specific dollar amount of operating
profit for each quarter and for the fiscal year as a whole. The
plans provide for the payment to the Named Executive Officers of
target payouts based in dollars, which payouts can
be earned upon achieving either the targeted revenue or
operating profit goals or both as established by the
Compensation Committee. Participating executives are entitled to
a payment of 100% of the specified amount of the targeted
payouts if the Company achieves the targeted revenues and
operating profit. If the Companys revenues are less than
100% of the target, then the Named Executive Officers receive a
reduced payout, provided the Companys actual revenues were
greater than 70% of the targeted revenues for any payouts to be
made. If the Companys operating profits are less than 100%
of the target, then the Named Executive Officers receive reduced
payouts, provided that the Companys actual operating
profit must be greater than 60% of the targeted operating
profits. At greater than 60% but less than 100% of the targeted
operating profit, the payments are reduced, based on an
acceleration factor. For example, achieving 90% of the targeted
operating profit would result in the payment of only 75% of the
target payout. If the Company achieved 60% or less of the
targeted operating profit, no payout could be earned under the
plan. If the Company exceeded 100% of the targeted operating
profit, then the payout to the Named Executive Officers would be
increased by an accelerated bonus percentage. For example, if
the Company exceeded the targeted operating profit or revenues
by 100%, then the payout earned would be 300% of the respective
target payout. There is no upper limitation of the
potential payout amounts for exceeding the targeted amount of
operating profits. The calculation of the payout of the revenue
target is similar to operating profit example above. The
Compensation Committee establishes the targeted payouts for each
Named Executive Officer, with the Chief Executive Officer able
to earn the largest target payout, but the payout percentage is
the same for each Named Executive Officer so that all of the
Named Executive Officers bear the same potential risk and
benefit from the Companys actual performance.
In 2008, the Company did not achieve its targeted annual
revenues and operating profit and accordingly only a portion of
non-equity incentive compensation was earned by the Named
Executive Officers under the 2008 plan from intra year quarterly
achievement of the plan targets. Payouts were achieved only for
the revenue goal targets at the end of the second quarter. This
amounted to a payout for each Named Executive Officer of 25% of
the targeted annual incentive compensation for the revenue goal
component of the plan. Mr. Boyden did not receive this
component as he was new to the Company. Mr. Winzenread also
received $8,334 relating to the personal objectives portion of
his compensation plan for meeting certain product delivery goals.
The Compensation Committee has established a Non-equity
Incentive Compensation Plan for each Named Executive Officer,
for fiscal year 2009. The plan is structured substantially
similar to the 2008 plan. The Named Executive Officers will be
able to earn payouts if either performance targets (Revenue and
Operating Profit) are met. The 2009 goals, like the 2008 goals
are comprised of two separate elements. One half of the total on
target bonus is based on achieving targeted revenues and the
other half is based on achieving a targeted operating profit.
Mr. Browns and Mr. Winzenreads plans are
split evenly between targeted revenues, operating profit, and
specific personal objective goal achievement measures.
Mr. Boydens Non-equity Incentive Compensation Plan is
100% based upon targeted sales commission as that is deemed to
most align his goals with the Companys.
Each Named Executive Officers targeted non-equity
incentive compensation amounts were reduced in 2009 by the
amount of the grant date fair value to be recognized in the 2009
financial statements of the Company for the long-term equity
awards granted in January, 2009. As a result, there will be no
increase in Named Executive
8
Officers total on-goal compensation, when considering base
salary, non-equity incentive compensation and annual amount of
the grant date fair value for the long-term equity awards
granted.
Long-term Equity Awards. The
Compensation Committee makes recommendations to the full board
regarding the granting of equity awards under the Companys
2005 Incentive Compensation Plan. The Compensation Committee has
the ability and flexibility under the 2005 Incentive
Compensation Plan to determine from time to time the specific
type of award and the related terms and conditions related
thereto that the Committee believes are best designed at that
time to provide a strong incentive for superior performance and
continued service to the Company. The 2005 Incentive
Compensation Plan provides for grants of stock options, stock
appreciation rights and shares of restricted stock. The
Compensation Committee believes that properly structured and
timed long-term equity awards can encourage executive retention
as such awards can be made subject to vesting, performance
achievement over time or other achievement or termination
provisions. Long-term equity awards should be given to executive
officers and other employees who successfully demonstrate a
capacity for contributing directly to the success of the Company.
The Compensation Committee does not currently have a policy for
the automatic awarding of equity awards to the Named Executive
Officers or other employees of the Company. Grants are made
periodically, based on individual past performance, and other
criteria deemed relevant by the Compensation Committee at the
time awards are made. The Compensation Committee granted equity
awards to the Named Executive Officers in 2008 as noted in
detail in the compensation discussion below.
Benefits. The Company provides
Group Life Insurance, Health and Dental Care Insurance, Employee
Stock Purchase Plan Discounts, Long-term Disability Insurance,
401(k) Plan matching contributions and similar benefits to all
employees, including the Named Executive Officers. These
benefits do not discriminate in scope, terms or operation in
favor of the Named Executive Officers.
Perquisites. The Company
provides the Named Executive Officers with an annual automobile
allowance that the Compensation Committee believes is
reasonable, competitive and consistent with the Companys
overall executive compensation program. The automobile allowance
and all other benefits that could be considered perquisites
amount to less than $10,000 per year for each Named Executive
Officer individually.
Employment and Indemnification
Agreements. The Company has employment
agreements with each of its Named Executive Officers. Those
agreements provide each Named Executive Officer with certain
benefits upon termination of employment as discussed below. The
Company has also entered into indemnification agreements with
each of its Named Executive Officers and Directors. Each
indemnification agreement provides that the Company will
indemnify the covered individual to the full extent permitted by
Delaware law. The indemnification agreement also requires the
Company to maintain directors and officers insurance coverage
substantially equivalent to the Companys current coverage
of $13,000,000, provided that the costs of maintaining such
insurance does not become substantially disproportionate to the
coverage obtained and that such insurance is reasonably
available to the Company.
Mr. Patsys Employment
Agreement. The Company has entered into
an employment agreement with Mr. Patsy, the Companys
Chief Executive Officer. The agreement covers the period
February 1, 2009 through January 31, 2010, with
provisions for automatic annual renewals and contains the
provisions described below and other usual and customary
provisions found in executive employment agreements. The
agreement provides that he will serve as the Companys
President
and/or Chief
Executive Officer throughout the term of the agreement; his base
salary will be $263,200, in 2009, subject to annual adjustment
thereafter at the discretion of the Compensation Committee. If
his employment is terminated for reasons other than Good Cause,
Death or Disability, he will receive severance equal to twelve
months total compensation, including base compensation and the
higher of the Non-equity Incentive Compensation Plan awards paid
in the prior year or earned in the current fiscal year to date
all of which shall be paid within 90 days following
termination. He is also eligible to receive without cost all
employee benefits including health care to the same extent and
at the same levels as other executives are then participating
for a period of two years from the date of termination. The
current estimated annual cost of these employee benefits is
$19,400, and the total cost to the Company upon termination in
such events would be $332,500 based upon his base salary and
non-equity incentive compensation in 2009. He will be subject to
a non-compete provision for a period of
9
one year following termination of employment, which period may
be extended for an additional year at the discretion of the
Company upon payment of additional severance equal in amount to
the first severance payment.
In addition, Mr. Patsys employment agreement provides
that in the event of a change of control the agreement will
automatically be extended for one year from the date of the
change in control. In the event of termination by the Board
without good cause, or if Mr. Patsy terminates his
employment agreement due to a material reduction in his duties
or compensation or if his employment agreement is terminated
within one year after a change in control, he will be entitled
to all of the severance benefits noted above. The employment
agreement also provides that during the term of the agreement,
and for a period of two years thereafter Mr. Patsy will not
compete with the Company in the healthcare information systems
industry, including serving as an employee, officer, director,
consultant, stockholder, or general partner of any entity other
than the Company. In addition, Mr. Patsy will agree to
assign to the Company all of his interest in any developments,
discoveries, inventions, and certain other interests developed
by him during the course of employment with the Company, and not
to use or disclose any proprietary information of the Company at
any time during or after the course of employment with the
Company.
Mr. Browns Employment
Agreement. The Company has entered into
an employment agreement with Mr. Brown, the Companys
Vice President Consulting Services and Chief Information
Officer. The agreement covers the period February 1, 2009
through January 31, 2010, with provisions for automatic
annual renewals and contains the provisions described below and
other usual and customary provisions found in executive
employment agreements. The agreement provides that his base
salary will be $171,600, in 2009, subject to annual adjustment
thereafter at the discretion of the Compensation Committee. If
his employment is terminated for reasons other than Good Cause,
Death or Disability, he will receive severance equal to sixty
percent times the then current annual salary and sixty percent
of the higher of the Non-equity Incentive Compensation Plan
awards paid in the prior fiscal year or earned in the then
current fiscal year to date all of which shall be paid within
90 days following termination. He will also be subject to a
non-compete provision for a period of one year following
termination of employment. In the event that, within twelve
months of a change in control, his employment is terminated, he
will receive a lump sum payment equal to sixty percent of his
then current salary and all stock options granted shall
immediately vest in full. The total cost to the Company upon
termination in such events would be $113,325 based upon his base
salary and non-equity incentive compensation in 2009.
Mr. Vicks Employment
Agreement. Mr. Vick, the
Companys Controller, Interim Chief Financial Officer,
Treasurer and Secretary, upon his initial employment with the
Company, entered into a standard employment agreement that all
Company employees enter into. The agreement has no term and the
Company, at will, upon 14 days prior written notice,
can terminate employment. The agreement contains usual and
customary provisions related to compensation, employee benefits,
and nondisclosure of trade secrets, research and development,
restrictions on employment by a competitor, solicitation of
Company employees or customers and return of company property.
The agreement provides that he will serve as the Companys
Controller; his base salary will be $120,067, in 2009 while also
serving as the Interim Chief Financial Officer, subject to
annual adjustment thereafter at the discretion of the
Compensation Committee. Mr. Vicks employment
agreement does not provide any additional compensation upon his
termination, whether or not in connection with a change in
control of the Company. However, the terms of
Mr. Vicks stock options would result in the
accelerated vesting of his unvested stock options in the event
of a change in control.
Mr. Winzenreads Employment
Agreement. The Company has entered into
an employment agreement with Mr. Winzenread, the
Companys Vice President Product Development and Strategy.
The agreement covers the period June 1, 2008 through
May 31, 2009, with provisions for automatic annual renewals
and contains the provisions described below and other usual and
customary provisions found in executive employment agreements.
The agreement provides that he will serve as the Senior Vice
President Product Development and Strategy throughout the term
of the agreement, his base salary will be $182,000, subject to
annual adjustment thereafter at the discretion of the
Compensation Committee. If his employment is terminated for
reasons other than Good Cause, Death or Disability, he will
receive severance equal to sixty percent times the then current
annual salary and sixty percent of the higher of the
Non-equity Incentive Compensation Plan awards paid in the prior
fiscal year or earned in the then current fiscal year to date
all of which shall be paid within 90 days following
termination. He will also be subject to a non-compete provision
for a period of one year following termination of employment. In
the event that, within twelve months of a change in control, his
employment is terminated, he will receive a lump sum
10
payment equal to sixty percent of his then current salary and
all stock options granted shall immediately vest in full. The
total cost to the Company upon termination in such events would
be $130,745 based upon his base salary and non-equity incentive
compensation in 2009.
Mr. Boydens Employment
Agreement. The Company has entered into
an employment agreement with Mr. Boyden, the Sr. Vice
President Sales and Marketing. The agreement covers the period
June 16, 2008 through June 30, 2009, with provisions
for automatic annual renewals and contains the provisions
described below and other usual and customary provisions found
in executive employment agreements. The agreement provides that
he will serve as the Sr. Vice President Sales and Marketing
throughout the term of the agreement, his base salary will be
$187,400, subject to annual adjustment thereafter at the
discretion of the Compensation Committee. If his employment is
terminated for reasons other than Good Cause, Death or
Disability, he will receive severance equal to seventy percent
times the then current annual salary and seventy percent of the
higher of the Non-equity Incentive Compensation Plan awards paid
in the prior fiscal year or earned in the then current fiscal
year to date all of which shall be paid within 90 days
following termination. He will also be subject to a non-compete
provision for a period of one year following termination of
employment. In the event that, within twelve months of a change
in control, his employment is terminated, he will receive a lump
sum payment equal to seventy percent of his then current salary
and all stock options granted shall immediately vest in full.
Health and dental benefits will also be paid for a period of one
year unless Mr. Boyden becomes covered under new such
plans. The current estimated annual cost of these employee
benefits is $21,303. The total cost to the Company upon
termination in such events would be $241,285 based upon his base
salary and non-equity incentive compensation in 2009.
Mr. Bridges Employment
Agreement. The Company entered into an
employment agreement with Mr. Bridge, the former Chief
Financial Officer, for the period February 1, 2008 through
January 31, 2009. The agreement provided that his base
salary would be $184,231 and that he would be subject to a
non-compete provision for a period of one year following
termination of employment. Mr. Bridge resigned from the
Company effective November 6, 2008.
Section 162(m). Based on
the Compensation Committees past compensation practices,
the Committee does not currently believe that Section 162
(m) of the Internal Revenue Code, which limits the
deductibility of executive compensation in certain events, will
adversely affect the Companys ability to obtain a tax
deduction for compensation paid to its Named Executive Officers.
Nonqualified Deferred
Compensation. The Company has no deferred
compensation plans for its Named Executive Officers or any other
employees. However, the American Jobs Creation Act of 2004 which
was signed into law on October 22, 2004, changed the tax
rules applicable to nonqualified deferred compensation
arrangements and, in certain circumstances, may apply to equity
awards, severance payments and other forms of compensation that
may constitute deferred compensation for purposes of
Section 409A. While the final regulations under
Section 409A of the Internal Revenue Code have not yet
become effective, the Company believes it is operating in good
faith compliance with the statutory provisions, which became
effective January 1, 2005.
11
Summary
of Cash and Certain Other Compensation
The following table is a summary of certain information
concerning the compensation earned during the last two fiscal
years by the Companys Chief Executive Officer, Chief
Financial Officer, the Companys three other current Named
Executive Officers and one other individual who would have been
a Named Executive Officer if he had still been employed at
January 31, 2009. These six individuals are collectively
referred to herein as the Named Executive Officers.
Summary
Compensation Table
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Non-Equity
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Incentive
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Option
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Plan
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All Other
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Salary1
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Awards12
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Compensation
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Compensation2,3&4
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Total
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Name and Principal
Position11
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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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J. Brian
Patsy5
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2008
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263,200
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325
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9,100
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9,236
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281,861
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Chairman of the Board, Chief Executive Officer and President
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2007
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253,077
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9,429
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262,506
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Paul W. Bridge,
Jr.6
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2008
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141,008
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3,900
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18,253
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163,161
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Former Chief Financial Officer, Treasurer and Secretary
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2007
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177,146
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7,363
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184,509
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Gary M.
Winzenread7
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2008
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182,000
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6,225
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11,459
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7,967
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207,651
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Sr. Vice President Product Development and Strategy
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2007
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109,375
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4,502
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113,877
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Joseph O.
Brown II8
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2008
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171,600
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212
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3,900
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7,254
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182,966
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Vice President Consulting Services and Chief Information Officer
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2007
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152,148
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6,296
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158,444
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B. Scott Boyden,
Jr.9
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2008
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118,175
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4,831
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12,885
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135,891
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Sr. Vice President Sales and Marketing
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Donald E. Vick,
Jr.10
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2008
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109,567
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135
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1,950
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4,642
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116,294
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Controller, Interim Chief Financial Officer, Secretary and
Treasurer
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2007
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105,353
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4,223
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109,576
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1 |
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Includes amounts contributed by the officers to the
Companys 401(k) plan. |
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2 |
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Does not include perquisites and other personal benefits, the
aggregate amount of which with respect to each of the Named
Executive Officers does not exceed $10,000 reported for that
year. |
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3 |
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Includes the Companys matching contribution to the 401(k)
Plan equal to a 100% match on the first 4% of the
employees compensation which is available to all employees
who participate in the plan. |
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4 |
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Excludes Group Life Insurance, Health Care, Employee Stock
Purchase Plan Discounts, Long-term Disability Insurance and
similar benefits provided to all employees that do not
discriminate in scope, terms or operations in favor of the Named
Executive Officers. |
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5 |
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For additional information on Mr. Patsy see Nominees
for Election as Directors. |
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6 |
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Mr. Bridge resigned effective November 6, 2008.
Compensation data for 2008, includes only compensation from the
beginning of the fiscal year through the date of his
resignation. Mr. Bridge is 65 years old and was
appointed Chief Financial Officer in January 2001 which he
served as until his resignation; prior thereto he served as the
Company Controller. His Other Compensation includes vacation pay
of $11,775 at the time of his resignation. |
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7 |
|
Mr. Winzenread is 44 years old and was appointed Vice
President Product Development and Strategy in October 2007.
Compensation data for 2007, includes only compensation paid from
June 18, 2007, his first day of employment, through the end
of the fiscal year. |
12
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8 |
|
Mr. Brown is 48 years old and was appointed Vice
President Client Services and Chief Information Officer in
October 2007: prior thereto he served as Chief Information
Officer. He was named Vice President Consulting Services and
Chief Information Officer in February 2009. |
|
9 |
|
Mr. Boyden is 45 years old and was appointed Senior
Vice President Sales and Marketing in June 2008. Compensation
data for 2008, includes only compensation paid from
June 16, 2008, his first day of employment, through the end
of the fiscal year. His Other Compensation includes advanced
commissions of $7,875. |
|
10 |
|
Mr. Vick is 45 years old and was appointed Controller
in February 2002; prior thereto he served as the Company
Assistant Controller. Mr. Vick was also appointed Interim
Chief Financial Officer, Treasurer and Secretary in November,
2008. |
|
11 |
|
All officers serve at the pleasure of the Board of Directors and
are appointed annually to their current positions. |
|
12 |
|
The amounts included in the table above reflect the pro rata
amount of the grant date fair value recognized in the financial
statements of the Company ratably over the period in which the
options vest. The fair values of these awards and the amounts
expensed in 2007 and 2008 were determined in accordance with
Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 123 (revised 2004) Share Based
Payment (FAS 123R). The assumptions used in determining
the grant date fair values of these awards are set forth in
footnote 7 to the Companys consolidated financial
statements, which are included in our Annual Report on
Form 10-K for the year ended January 31, 2009 filed
with the SEC. |
2008
Plan-Based Award Grants
During the 2008 fiscal year the Named Executive Officers were
awarded the following stock options:
Mr. Patsy was granted 75,000 nonqualified stock options
with an exercise price of $1.80 per share on January 27,
2009.
Mr. Winzenread was granted 20,000 incentive stock options
with an exercise price of $2.19 per share on May 21, 2008.
He was also granted 51,862 incentive stock options with an
exercise price of $1.80 per share on January 27, 2009.
Mr. Brown was granted 48,898 incentive stock options with
an exercise price of $1.80 per share on January 27, 2009.
Mr. Boyden was granted 15,000 incentive stock options with
an exercise price of $2.10 per share on June 16, 2008. He
was also granted 53,400 incentive stock options with an exercise
price of $1.80 per share on January 27, 2009.
Mr. Vick was granted 31,222 incentive stock options with an
exercise price of $1.80 per share on January 27, 2009.
All options noted above that were granted in 2008 have a term of
10 years and vest in three equal annual installments
commencing one year from their date of grant.
13
Outstanding
Equity Awards at 2008 Fiscal Year
End1
The following table sets forth information with respect to the
Named Executive Officers equity awards outstanding as of
January 31, 2009.
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Number of
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Number of
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Securities
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Securities
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Underlying
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Underlying
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Unexercised
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Unexercised
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Option Exercise
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Option
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Options (#)
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Options (#)
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Price
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Expiration
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Name
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Exercisable
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Unexercisable
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($)
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Date
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J. Brian Patsy
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75,000
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1.80
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1/26/19
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Paul W. Bridge, Jr.
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10,000
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1.95
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2/4/09
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Joseph O. Brown II
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10,000
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1.95
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8/1/13
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5,000
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1.50
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4/19/10
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48,898
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1.80
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1/26/19
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Donald E. Vick, Jr.
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10,000
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1.50
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4/19/10
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8,000
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0.53
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1/7/11
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31,222
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1.80
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1/26/19
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2,500
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1.95
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8/1/13
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Gary M. Winzenread
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51,862
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1.80
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1/26/19
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20,000
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2.19
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5/21/18
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B. Scott Boyden, Jr.
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53,400
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1.80
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1/26/19
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15,000
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2.10
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6/16/18
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|
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1 |
|
The closing market price for one share of Common Stock on
January 31, 2009, the end of fiscal year 2008, was $1.76. |
Option
Exercises and Stock Vested in 2008
The only shares of Common Stock that were acquired by any Named
Executive Officer on exercise of outstanding option awards in
the Companys fiscal year 2008 were by Mr. Bridge who
exercised 50,000 options with a weighted average cost of $1.06
per share and Mr. Brown who exercised 5,000 options with a
weighted average cost of $1.50 per share. To date, the Company
has never issued stock awards other than stock options to any of
the Named Executive Officers.
Directors
Compensation
The Company currently pays each of the Independent Directors
fees of: (i) an annual retainer of $5,000, (ii) $1,000
for each regularly scheduled Board meeting attended, and
(iii) $1,000 per day for each special meeting or committee
meeting attended on days when there are no Board meetings.
Mr. Patsy is not separately compensated as a member of the
Board of Directors. See the Summary Compensation Table for
information relating to his compensation as an officer of the
corporation.
In order to attract and retain high quality non-employee
independent Directors, the Company currently has a policy of
granting each independent Director 15,000 nonqualified stock
options upon first being appointed or elected to the Board.
Incumbent Directors are also granted 10,000 nonqualified stock
options annually. These options are to be awarded pursuant to
the Companys 2005 Incentive Compensation Plan at an
exercise price equal to the closing price on the date the awards
are approved by the Board of Directors, vest ratably over a
three year period, and terminate between 30 and 90 days
following termination as a Director. The Company believes that
the awarding of stock options to Directors is a necessary
component of their total compensation, including their Directors
fees, and as an incentive to work to increase the Companys
operating results and stock price.
One non-employee member of the Board also participates in the
Companys 1996 Non-Employee Directors Stock Option Plan
(the Directors Plan). Currently, 15,000 options have
been granted under the Directors Plan to
14
Dr. Levy. No additional options can be granted under the
Directors Plan. The 2005 Plan provides for the granting of
non-qualified stock options to Directors who are not employees
of the Company as noted above. Currently, 40,000 options have
been granted under the 2005 Plan to Dr. Levy, 45,000
options to Mr. Phillips, 35,000 options to Mr. Turner,
45,000 options to Mr. VonderBrink and 15,000 options to
Mr. Miller.
Directors
Compensation in 2008
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Fees Earned
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or Paid in
|
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Option
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Cash
|
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Awards
|
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Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Richard C. Levy, M.D.
|
|
|
19,000
|
|
|
|
29,024
|
|
|
|
48,024
|
|
Jonathan R. Phillips
|
|
|
19,000
|
|
|
|
30,374
|
|
|
|
49,374
|
|
Andrew L. Turner
|
|
|
18,000
|
|
|
|
13,602
|
|
|
|
31,602
|
|
Edward J. VonderBrink
|
|
|
19,000
|
|
|
|
30,374
|
|
|
|
49,374
|
|
Jay D.
Miller1
|
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J. Brian Patsy
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1 |
|
Mr. Miller was not appointed to the board until February,
2009. |
During the 2008 fiscal year the Directors were awarded the
following stock options: Richard C. Levy, M.D., 10,000
Options; Jonathan R. Phillips, 10,000 Options; Andrew L. Turner,
10,000 Options; and Edward J. VonderBrink, 10,000 options. The
aggregate grant date fair value of the option awards computed in
accordance with Statement of Financial Accounting Standard
123(R) for Dr. Levy, Mr. Phillips and
Mr. VonderBrink amounted to $14,400, respectively, and for
Mr. Turner, $13,600. The amounts included in the table
above reflect the pro rata amount of the grant date fair value
recognized in the financial statements of the Company ratable
over the period in which the options vest.
The Company also has entered into indemnification agreements
with each of its Directors. Each indemnification agreement
provides that the Company will indemnify the covered individual
to the full extent permitted by Delaware law. The
indemnification agreement also requires the Company to maintain
directors and officers insurance coverage substantially
equivalent to the Companys current coverage of
$13 million, provided that the costs of maintaining such
insurance does not become substantially disproportionate to the
coverage obtained and that such insurance is reasonably
available to the Company.
The Company has provided liability insurance for its Directors
and officers since 1996. The current policies expire on
April 26, 2009. The annual cost of this coverage is
approximately $87,600. Upon expiration, the current policies
will be renewed or replaced with at least equivalent coverage.
Compensation
Committee Interlocks And Insider Participation
The following non-employee independent Directors serve on the
Compensation Committee: Jonathan R. Phillips, Richard C.
Levy, M.D. Andrew L. Turner, Jay D. Miller and Edward J.
VonderBrink. No member of the Compensation Committee is or was
an officer or employee of the Company or the subsidiary of the
Company. No Director or Named Executive Officer of the Company
serves on any board of directors or compensation committee that
compensates any member of the Compensation Committee.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS,
AND CERTAIN CONTROL PERSONS
The Code of Conduct of the Company requires that Directors,
officers, employees and contractors of Streamline Health have a
duty of loyalty to the Company and must avoid any actual or
apparent conflict of interest, including related party
transactions. A conflict situation can arise when a Director,
officer, employee or contractor takes actions or has interest
that may make it difficult to perform their work objectively and
effectively. A conflict of interest may also arise when a member
of his or her family, receives improper personal benefits as a
result
15
of their position with the Company. If such situation arises,
the individual must immediately report the circumstances to the
Chief Financial Officer, who in turn must immediately report any
such circumstance involving a Director or officer to the Board
of Directors. The Company is not aware of any related party
transactions. Should there be a need for the Company to enter
into a related party transaction, as defined under
item 404(a) of
Regulation S-K,
the full Board of Directors would review and approve such
proposed transaction in advance of entering into a related party
transaction. Should the transaction involve a Board member, such
Board member would excuse himself from the discussion and vote
on such matter. The Code of Conduct is available on the
Companys web site at www.streamlinehealth.net.
AUDIT
COMMITTEE REPORT
The Audit Committee, which operates under a charter approved by
the Board of Directors which can be found at the Companys
web site at www.streamlinehealth.net, oversees the
Companys financial reporting process on behalf of the
Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including
the systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed the audited financial
statements that are included in the Annual Report on
Form 10-K
with management, which review included a discussion of the
quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Committee is comprised of the five independent non-employee
Directors of the Company and held four meetings during fiscal
year 2008. The Audit Committee also met as part of the whole
Board of Directors to review each of the Companys
quarterly and annual financial statements filed on
Form 10-Q
or
Form 10-K
with management, prior to the filing of those reports with the
Securities and Exchange Commission. The Committee reviewed with
BDO Seidman, LLP, the independent registered public accounting
firm, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally
accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the Companys
accounting principles and such other matters as are required to
be discussed with the Committee under generally accepted
auditing standards. In particular, the Committee has discussed
with BDO Seidman, LLP those matters required to be discussed by
Statement on Auditing Standards No. 61. BDO Seidman, LLP
also provided to the Committee the written disclosures and the
letter required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent registered
accountants communications with the audit committee
concerning independence, and the Committee discussed the
independent registered public accounting firms
independence with the auditors themselves.
The Committee discussed with the Companys independent
registered public accounting firm the overall scope and plans
for their audit. The Committee meets with the independent
registered public accounting firm, with and without management
present, to discuss the results of their examinations, their
evaluations of the Companys internal controls, and the
overall quality of the Companys financial reporting.
In reliance on the reviews and discussions referred to above,
the Committee recommended to the Board of Directors (and the
Board approved) that the audited financial statements be
included in the Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009 as filed with
the Securities and Exchange Commission.
In addition, the Audit Committee preapproved the payment of up
to $110,000 in audit fees for the above audit, an additional
$49,000 relating to quarterly reviews, and an additional payment
of up to $10,000 for tax fees that includes the preparation and
review of various tax returns required to be filed by the
Company. It is the policy of the Audit Committee to preapprove
all services provided by BDO Seidman, LLP. The Committee also
concluded that BDO Seidman, LLPs provision of non-audit
services, as described above, to the Company is compatible with
BDO Seidman, LLPs independence.
In connection with the audit of the fiscal year 2008 financial
statements, the Company entered into an audit engagement
agreement with BDO Seidman, LLP which set forth the terms by
which BDO Seidman, LLP would perform the audit services for the
Company. That agreement is subject to alternative dispute
resolution procedures. The Audit Committee has determined that
the terms and conditions of the BDO Seidman, LLP audit
engagement agreement are similar to the other registered public
accounting firms, and a common business practice between
16
companies and their audit firms. Although the provisions of the
audit engagement agreement limit the ability of the Company to
sue BDO Seidmann, LLP by providing for exclusive dispute
resolution procedures, the Company does not believe that such
provisions limit the ability of the Company to recover from the
firm.
The Audit Committee
Edward J. VonderBrink, Chairman
Richard C. Levy, M.D.
Jonathan R. Phillips
Andrew L. Turner
Jay D. Miller
OTHER
SECURITIES FILINGS
The information contained in this Proxy Statement under the
heading Audit Committee Report is not, and should
not be deemed to be, incorporated by reference into any filings
of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934 that purport to incorporate by
reference other Securities and Exchange Commission filings made
by the Company, in whole or in part, including this Proxy
Statement.
COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934
requires the Companys officers and Directors and persons
who own more than 10% of Common Stock (collectively,
Reporting Persons) to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are
required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received,
the Company believes that with respect to the fiscal year ended
January 31, 2009 all the Reporting Persons complied with
all applicable filing requirements.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
By letter dated November 13, 2007, Ernst & Young
LLP informed the Chairman of the Audit Committee of the Company
that Ernst & Young LLP would resign as the independent
registered public accounting firm for the Company upon the
completion of its review of the Companys financial
statements for the interim period ended October 31, 2007
and accordingly, the services of Ernst & Young LLP to
the Company ceased at that time.
The reports of Ernst & Young LLP on the Companys
consolidated financial statements for the fiscal years ended
January 31, 2007 and 2006 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
any uncertainty, audit scope or accounting principle.
In connection with the Companys audits for the fiscal
years ended January 31, 2007 and 2006 the Company had no
disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement,
if not resolved to the satisfaction of Ernst & Young
LLP would have caused it to make reference thereto in its report
on the consolidated financial statements of the Company for such
years.
During the Companys fiscal years ended January 31,
2007 and 2006 and through the date of this report, the Company
has had no reportable events as defined in
Item 304(a)(1)(v) of
Regulation S-K.
The Company provided a copy of the above disclosures to
Ernst & Young LLP. Ernst & Young LLP
furnished the Company with a letter dated November 16, 2007
addressed to the Securities and Exchange Commission stating that
it agreed with the above statements.
Prior to the resignation of Ernst & Young LLP, the
Companys Audit Committee had initiated a process of
soliciting proposals from independent registered public
accounting firms, including Ernst & Young LLP, for the
audit of the January 31, 2008 Financial Statements to be
included in the
Form 10-K
for the fiscal year then ended.
17
During the Companys two most recent fiscal years prior to
the Companys engagement of BDO Seidman, LLP and through
January 6, 2008, the Company did not consult with BDO
Seidman, LLP regarding either (i) the application of
accounting principles to a specific transaction, either
completed or proposed; or the type of audit opinion that might
be rendered on the Companys financial statements, and
neither a written report nor oral advice was provided to the
Company that BDO Seidman, LLP 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.
BDO Seidman, LLP served as the independent registered public
accounting firm of the Company for the fiscal year ended
January 31, 2009. A representative of BDO Seidman, LLP will
be present at the Annual Meeting. They will have the opportunity
to make a statement if they desire to do so and will be
available to respond to appropriate stockholder questions.
The following table sets forth the aggregate fees for the
Company for the fiscal years 2008 and 2007 for audit and other
services approved by the Audit Committee to be provided by The
Companys accounting firm, BDO Seidman, LLP and its foreign
affiliates.
|
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|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit Fees
|
|
$
|
159,000
|
|
|
$
|
112,000
|
|
Audit-Related Fees
|
|
|
|
|
|
|
|
|
Tax Fees
|
|
|
10,000
|
|
|
|
35,000
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
169,000
|
|
|
$
|
147,000
|
|
|
|
|
|
|
|
|
|
|
The Company has engaged BDO Seidman, LLP to provide tax
consulting and compliance services and consulting services
regarding the internal control audit related requirements of the
Sarbanes-Oxley Act, in addition to the audit of the financial
statements. The Companys Audit Committee has considered
whether the provision of the tax services is compatible with
maintaining the independence of BDO Seidman, LLP. All fees paid
to BDO Seidman, LLP are preapproved by the Audit Committee of
the Board of Directors. The Audit Committee has not selected the
auditors for the January 31, 2010 audit as the Audit
Committee typically makes that decision after the Annual Meeting.
OTHER
BUSINESS
The Board does not presently intend to bring any other business
before the Annual Meeting. However, the Company has received
notice from three stockholders that they each intend to present
a proposal at the Annual Meeting. These stockholder proposals
relate to (1) the term of the Chief Executive
Officers employment agreement; (2) the salary of the
Chief Executive Officer; and (3) a Chief Executive Officer
search. The persons named in the accompanying proxy are allowed
to exercise their discretionary authority to vote upon any such
proposal and intend to vote against the foregoing stockholder
proposals. As to any other business that may properly come
before the meeting, it is intended that proxies, in the form
enclosed, will be voted in respect thereof in accordance with
the judgment of the persons voting such proxies.
ANNUAL
REPORT ON
FORM 10-K
A copy of the Companys Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009, as filed with
the Securities and Exchange Commission, will be mailed without
charge to any beneficial owner of the Companys Common
Stock, upon request. Requests for reports should be addressed
to: Investor Relations, Streamline Health Solutions, Inc., 10200
Alliance Road, Suite 200, Cincinnati, Ohio
45242-4716.
The Form
10-K
includes certain exhibits. Copies of the exhibits will be
provided only upon receipt of payment covering the
Companys reasonable expenses for such copies. The
Form 10-K
and exhibits may also be obtained from the Companys web
site, www.streamlinehealth.net on the
Financial page, or directly from the Securities and
Exchange Commission web site,
www.sec.gov/cgi-bin/srch-edgar.
18
STOCKHOLDER
PROPOSALS FOR NEXT ANNUAL MEETING
Stockholder proposals intended for inclusion in the
Companys proxy statement and form of proxy relating to the
Companys 2010 annual meeting of stockholders must be
received by the Company not later than December 18, 2009.
Such proposals should be sent to the Corporate Secretary,
Streamline Health Solutions, Inc., 10200 Alliance Road,
Suite 200, Cincinnati, Ohio
45242-4716.
The inclusion of any proposal will be subject to applicable
rules of the Securities and Exchange Commission, including
Rule 14a-8
of the Securities and Exchange Act of 1934. Any stockholder who
intends to propose any other matter to be acted upon at the 2010
annual meeting of Stockholders must inform the Company no later
than March 3, 2010. If notice is not provided by that date,
the persons named in the Companys proxy for the 2010
annual meeting will be allowed to exercise their discretionary
authority to vote upon any such proposal without the matter
having been discussed in the proxy statement for the 2010 annual
meeting.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
THANK YOU
FOR YOUR PROMPT ATTENTION TO THIS MATTER.
By Order of the Board of Directors,
J. Brian Patsy
Chairman of the Board
Cincinnati, Ohio
April 17, 2009
19
Annex 1
REGULATIONS
FOR CONDUCT AT THE MAY 27, 2009 ANNUAL MEETING
OF STOCKHOLDERS OF
STREAMLINE HEALTH SOLUTIONS, INC.
We welcome you to the 2009 Annual Meeting of Stockholders of
Streamline Health Solutions, Inc. In order to provide a fair and
informative Meeting, we ask you to honor the following
regulations for the Meeting. The business of the Meeting will be
taken up as set forth in the Agenda attached to these
Regulations. Annual Meetings are business meetings, and they can
be effective only if conducted in an orderly, business-like
manner. Strict rules of parliamentary procedure will not be
followed. The Chairman of the Meeting will control the meeting
and make any required procedural rulings. Please follow the
instructions of the Chairman. Thank you for your cooperation.
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1.
|
ELECTION OF DIRECTORS. Every
stockholder having the right to vote shall be entitled to vote
in person or by proxy. Each stockholder of record shall be
entitled to one vote for each share of common stock registered
in his name on the books of the Company. All elections shall be
determined by a plurality vote. The Companys Certificate
of Incorporation does not provide for cumulative voting in the
election of directors.
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2.
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VOTING. Every stockholder having
the right to vote shall be entitled to vote in person or by
proxy at the Meeting. If you have already voted by proxy, there
is no need to vote by ballot, unless you wish to change your
vote. The polls shall be opened immediately after completion of
the nominations, and shall remain open until closed by the
Chairman. After the closing of the polls, no further voting
shall be permitted and no further proxies, ballots or evidence
shall be accepted by the Inspectors of Election. Except as
otherwise stated in the proxy materials for this Meeting or as
required by Delaware law, each matter brought before this
Meeting for a vote shall require the affirmative vote of a
majority of the votes entitled to be cast by the holders of the
Companys common stock at this Meeting and entitled to vote
on such matter.
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3.
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ITEMS OF BUSINESS AND STOCKHOLDER
PROPOSALS TWO MINUTE
LIMIT. The items of business listed on
the accompanying Agenda are expected to be properly introduced
at the Meeting and taken up in the order set forth in the
Agenda. Additional matters may be proposed by stockholders of
record in accordance with the federal securities laws, the
Delaware General Corporation Law and these Regulations. The
Chairman will not entertain any proposals that are inconsistent
with Delaware law or that relate to activities that have been
delegated to the Companys Board of Directors by the
authority of Delaware law. Stockholder proposals will be
entertained in the following order: first, any proposals which
were properly submitted for timely inclusion in the
Companys proxy materials for this Meeting; second, any
proposals of which the Company was informed prior to the
commencement of this Meeting; and lastly, any other proposals
properly made in accordance with these Regulations. Each
proposing stockholder will be allotted two minutes in which to
present the proposal and any desired remarks in support thereof.
No stockholder proposals were submitted to the Company for
inclusion in the Companys proxy materials for this Meeting
but the Company has been informed by three stockholders of their
intent to submit proposals at this Meeting.
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4.
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OTHER QUESTIONS/STATEMENTS BY STOCKHOLDERS
ONE MINUTE LIMIT. To make a proposal or
to speak at the Meeting, you must be either a stockholder of
record as of April 7, 2009 or a person named in a proxy
given by such a stockholder. No other persons will be permitted
to make a proposal or to speak at the Meeting. There will be one
period for questions and statements by stockholders as set forth
on the Agenda attached to these Regulations.
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In order that we may give as many stockholders as possible the
opportunity to speak, remarks and questions will be limited to
one minute per stockholder. You must restrict yourself to one
comment or question at a time so that others may have an
opportunity to be heard. Each stockholder may have only one turn
to speak until all stockholders who wish to speak have had the
opportunity to do so. At the discretion of the Chairman, and as
time may permit, a stockholder may be granted an additional turn
to speak regarding matters that are appropriate for stockholder
consideration in accordance with Delaware law.
A-1
If you wish to speak, please raise your hand and wait until you
are recognized. Please do not address the Meeting until
recognized by the Chairman. When you are recognized, please
state your name, place of residence, and whether you are a
Streamline Health Solutions stockholder or a holder of a
stockholder proxy, and, in the latter case, identify the
stockholder on whose behalf you are speaking. All questions
should be directed to the Chairman, who may call on other
persons to respond or further direct questions when appropriate.
If you have a matter of individual concern which is not an
appropriate subject for general discussion, please defer
discussion until after the Meeting at which time officers of the
Company will be available. The Chairman will stop discussions
which are repetitive, derogatory, over the time limit,
irrelevant to the business of the Company or the items on the
Agenda for the Meeting, related to pending or threatened
litigation, regulatory proceedings or similar actions or
otherwise inappropriate. Derogatory references to personalities,
comments that are in bad taste, the airing of personal
grievances, the injection of irrelevant controversy, personal
attacks, refusal to follow these Regulations or interference
with any speaker will not be permitted and will be a basis for
silencing or removal from the Meeting. Pursuant to
Section 2917.12 of the Ohio Revised Code, it is a fourth
degree misdemeanor to make any intentional act tending to
obstruct or interfere with a lawful meeting held in the State of
Ohio or to make any utterance, gesture or display designed to
outrage the sensibilities of the group.
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5.
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MISCELLANEOUS. No recording
devices, photographic equipment or bullhorns will be permitted
into the Meeting and all cellular telephones must be turned off
during the Meeting. Except as authorized by the Company, no
person may distribute any written materials at or in physical
proximity to the Meeting. The Chairman of the Meeting shall have
the power to silence or have removed any person in order to
ensure the orderly conduct of the Meeting.
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6.
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ADMINISTRATION AND
INTERPRETATION. The Chairman of the
Meeting will be Mr. J. Brian Patsy, who will preside at the
Meeting. In the event of Mr. Patsys inability to
preside, a substitute Chairman will be designated by the
Company. The Chairman of the Meeting has sole authority to
preside over the Meeting and make any and all determinations
with respect to the conduct of the Meeting, including, without
limitation, the administration and interpretation of these
regulations and procedures. The Chairman also has sole authority
to create such additional regulations and procedures and to
waive full or partial compliance with any regulation or
procedure as the reasonably determines. Any action taken by the
Chairman at the Meeting will be final, conclusive and binding on
all persons. The Secretary of the Company shall act as secretary
of the Meeting.
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THANK YOU FOR YOUR COOPERATION AND ENJOY THE MEETING.
A-2
STREAMLINE
HEALTH SOLUTIONS, INC.
Annual
Meeting of Stockholders
May 27,
2009
AGENDA
Call to Order
Introductions
Nomination and Election of Directors
Stockholder Proposals, if any are presented
Presentation of 2008 Financial and Operating Results
Question and Answer Session
Announcement of Voting Results
Adjournment
A-3
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000004 |
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Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a
week!
Instead of mailing your proxy, you may choose one of the two voting
methods outlined below to vote your proxy.
VALIDATION
DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
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Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 27, 2009.
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Vote by
Internet Log
on to the Internet and go to www.envisionreports.com/STRM Follow the steps outlined on the secured website. |
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Vote by
telephone Call toll free 1-800-652-VOTE (8683) within the United
States, Canada &
Puerto Rico any time on a touch tone
telephone. There is NO CHARGE to you for the call. |
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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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x |
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Follow the instructions provided by the recorded message. |
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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
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A
Election of Directors The Board of Directors recommends a vote FOR all the nominees listed.
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1. |
Nominees: |
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01 - J. BRIAN PATSY
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02 - JONATHAN R. PHILLIPS |
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03 - RICHARD C. LEVY, M.D. |
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04 - JAY D. MILLER |
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05 - ANDREW L. TURNER |
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06 - EDWARD J. VONDERBRINK |
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Mark here to vote FOR all nominees
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Mark here to WITHHOLD vote from all nominees
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For All
EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.
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03 o |
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05 o |
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06 o |
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In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
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B Non-Voting
Items |
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Change of Address
Please print new address below.
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C |
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 below.
When shares are held as joint tenants, each holder should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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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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<STOCK#>
0113OB
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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
REVOCABLE PROXY Streamline Health Solutions, Inc.
Streamline Health Solutions, Inc.
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
This Proxy is solicited on behalf of the Board of Directors of the Company
The undersigned hereby appoints J. Brian Patsy and Edward J. VonderBrink and each of them,
attorneys-in-fact and proxies, with full power of substitution, to vote as designated herein all
shares of the Common Stock of Streamline Health Solutions, Inc. that the undersigned would be
entitled to vote if personally present at the annual meeting of stockholders to be held on May 27,
2009, at 9:30 a.m., and at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this Proxy will be voted FOR Proposal 1.
The undersigned acknowledges having received from Streamline Health Solutions, Inc., prior to the
execution of this Proxy, a Notice of Annual Meeting, a Proxy Statement, and an Annual Report.
Please mark, sign, date, and return the Proxy promptly using the enclosed envelope.
(continued on other side)