UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| | | |
| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2008
OR
| | | |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number 001-14944 MAD CATZ INTERACTIVE, INC.
(Exact name of Registrant as specified in its charter) | | | |
Canada
(State or other jurisdiction of
incorporation or organization) | | Not Applicable
(I.R.S. Employer
Identification No.) |
| | | |
7480 Mission Valley Road, Suite 101
San Diego, California
(Address of principal executive offices) | |
92108
(Zip Code) |
Registrant’s telephone number, including area code: (619) 683-9830 Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Title of each class | | Name of each exchange on which registered |
| Common Stock, no par value | | American Stock Exchange
Toronto Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yeso Noþ
The aggregate market value of the voting and non-voting common stock held by non-affiliates based on the closing sale price of common stock as reported on the American Stock Exchange on September 28, 2007, the last business day of the second fiscal quarter was $68,973,898.
There were 55,098,549 shares of the registrant’s common stock issued and outstanding as of July 29, 2008.
EXPLANATORY NOTE:This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends the Annual Report on Form 10-K of Mad Catz Interactive, Inc. (“we,” “us,” “our” or the “Company”), as filed by the Company on June 30, 2008 (the “Original Filing”), and is being filed solely to replace Part III, Item 10 through Item 14 and to update Item 15. Except as otherwise stated herein, no other information contained in the Original Filing has been updated by this Amendment No. 1. All of the information in this Amendment No. 1 does not modify or update disclosures in the Original Filing (including the exhibits to the Original Filing, except for the updated Exhibits 31.1 and 31.2) other than as set forth herein.
This Amendment No. 1 should be read in conjunction with our periodic filings made with the Securities and Exchange Commission, or the SEC, subsequent to the date of the Original Filing, including any amendments to those filings, as well as any Current Reports filed on Form 8-K subsequent to the date of the Original Filing. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1 and 31.2.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers and Directors
The following table sets forth as of July 29, 2008 certain information regarding each person who serves as a director of the Company, including the name, age and position of each director as well as the date each became a director of the Company:
| | | | | | | | | | | |
| | | | | | | | | Director |
| Name | | Position | | Age | | Since |
Thomas R. Brown(1) | | Chairman of the Board | | | 57 | | | | 2006 | |
| Darren Richardson | | President, Chief Executive Officer and Director | | | 47 | | | | 2005 | |
Robert J. Molyneux(1) | | Director | | | 53 | | | | 2006 | |
William Woodward(1) | | Director | | | 48 | | | | 2006 | |
| John C. De Ruig | | Director | | | 79 | | | | 2007 | |
| | |
| (1) | | Member of the Audit Committee. |
The following table sets forth as of July 29, 2008 the name, age and position of each person who serves as an executive officer of the Company:
| | | | | | | |
| Name | | Position | | Age |
| Darren Richardson | | President, Chief Executive Officer and Director of Mad Catz Interactive, Inc. and Mad Catz, Inc. | | | 47 | |
| Stewart Halpern | | Chief Financial Officer of Mad Catz Interactive, Inc. and Mad Catz, Inc. | | | 51 | |
| Whitney Peterson | | Vice President Corporate Development and General Counsel of Mad Catz, Inc. | | | 43 | |
| Jon Middleton | | Vice President Business Development of Mad Catz, Inc. | | | 36 | |
Thomas R. Brown
Mr. Brown has been a director of the Company since May 2006. Mr. Brown serves as President, Chief Executive Officer and director of American Technology Corporation, a leading innovator of highly intelligible, clear directed acoustic solutions, a position he has held since September 2006. Previously, he served as President of Brown Thompson Executive Search, a financial executive search firm, since April 2005. From April 2001 to September 2004, Mr. Brown was Executive Vice President and Deputy President of the Information Technology division of Sony Electronics, where he was responsible for supply chain operations including Information Technology, Procurement, North American Manufacturing Operations and Finance. He continued to consult with Sony Electronics on its ERP implementation from September 2004 to January 2005. From April 2000 to September 2004, Mr. Brown was concurrently the Executive Vice President and President of Information Technology Division for Sony Electronics, where he was responsible for establishing the North American personal computer division. Mr. Brown is currently a director of American Technology Corporation. Mr. Brown holds a Bachelor of Arts degree in Economics from Rutgers University. Mr. Brown is also a certified public accountant.
Darren Richardson
Mr. Richardson has been President and Chief Executive Officer of the Company since April 1, 2004, and a director of the Company since 2005. Prior to his appointment as President and Chief Executive Officer, Mr. Richardson served as Executive Vice President of the Company since October 1997 and as President and Chief Operating Officer of Mad Catz, Inc. since September 1999. Mr. Richardson served in several senior management capacities with Games Trader from 1997 until 1999, including Chief Operating Officer, and Vice President of Business Development, responsible for sales and marketing with a focus on new account development. He holds a Master of Business Administration degree from Trinity College, Dublin, and a Bachelor of Commerce degree from the University of Wollongong, Australia.
John C. De Ruig
Mr. De Ruig has been a director of the Company since December 2007. Mr. De Ruig has been retired since 1997. Mr. De Ruig served on the Supervisory Board of the Saitek European Distribution Group between 1987 and 2007 and as a member of the Saitek Group Governance Council between 2003 and 2007. Between 1993 and 1997, Mr. De Ruig served as the Director of the European Mergers &
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Acquisitions group and General Manager of two subsidiaries of Buhrmann NV (Corporate Express), one of the worlds leading distributors of office products. Prior to that, Mr. De Ruig held positions of increasing responsibility at Mattel Inc., including as General Manager of Mattel Germany and Mattel France and as Vice President Finance of Mattel Europe and Mattel Electronics. Mr. De Ruig is also a certified public accountant.
Robert J. Molyneux
Mr. Molyneux has been a Director of the Company since June 2006. Mr. Molyneux has been a principal in Imperial Capital Corporation, a private equity buy-out firm based in Toronto, Canada, since September 2004. Previously, Mr. Molyneux was President of Ravenna Capital Corporation, a private merchant banking firm he founded in 1992. Mr. Molyneux holds an Honours Bachelor of Business Administration degree from Wilfrid Laurier University. Mr. Molyneux is also a chartered accountant.
William Woodward
Mr. Woodward has been a Director of the Company since June 2006. Mr. Woodward has been the Managing Director and a founder of Anthem Venture Partners since 2000. Prior to founding Anthem Venture Partners, Mr. Woodward was a Managing Director of Avalon Investments, an early-stage technology venture capital firm. Mr. Woodward has founded numerous technology companies, including Paracomp, which later became MacroMedia, Inc., the largest multimedia software company in the world at its initial public offering, and Pulse Entertainment, the world’s leading 3D animation engine and tools company for mobile communications. Mr. Woodward sits on the board of directors of several private companies, including Axiom Microdevices, Solarflare, Buzznet, Wavestream and Planet A.T.E., and is Chairman of the Board of Pulse Entertainment.
Stewart Halpern
Mr. Halpern has been Chief Financial Officer of the Company since January 2007. Prior to joining the Company, Mr. Halpern served as Head of Finance of Rockstar Games, a division of Take Two Interactive Software, Inc., a publicly-traded video game publisher, since 2005. Prior to his service with Rockstar Games, from 2002 to 2005, Mr. Halpern was Managing Director, Entertainment Equity Research at RBC Capital Markets, where he covered the video game and entertainment industries. In addition, Mr. Halpern has held sell-side research positions at Banc of America Securities and ING Barings Furman Selz LLC, and, previously served for eight years in the investment banking department at Credit Suisse First Boston. Mr. Halpern also served for three years as the Chief Financial Officer of Rush Communications. Mr. Halpern earned a Bachelor of Science in Administrative Sciences from Yale College. He also earned a Masters of Public and Private Management degree from Yale School of Management.
Whitney Peterson
Mr. Peterson has been Vice President Corporate Development and General Counsel for Mad Catz, Inc. since July 1998. Prior to joining Mad Catz, Inc., Mr. Peterson spent seven years working at the international law firm of Latham & Watkins, where he represented and consulted with numerous Fortune 500 companies. Mr. Peterson received his law degree from the J. Rueben Clark School of Law at Brigham Young University, where he graduated Magna Cum Laude. Mr. Peterson also served as an Articles Editor on the BYU Law Review in which he was published. Following law school, Mr. Peterson clerked for the Honorable Bruce S. Jenkins, Chief Judge of the Federal District Court in Utah.
Jon Middleton
Mr. Middleton has been Vice President Business Development for Mad Catz, Inc. since April 2004. Prior to joining MCI, Mr. Middleton was founder and Chief Executive Officer of Eight Cylinders, Inc., a video game developer and broadband tools designer which was acquired by On2 Technologies in 2000. Following acquisition by On2 Technologies, Mr. Middleton led all international business development. Prior to founding Eight Cylinders, Mr. Middleton led business development and game publishing activities for Pulse Entertainment, a PC games publisher. Mr. Middleton graduated from Boston College with dual Bachelors of Arts degrees in English and Communication.
There are no family relationships among any executive officers or directors of the Company.
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Audit Committee
The Audit Committee of the Board of Directors was established in accordance with requirements of Section 3(a)(58)(A) of the Securities Exchange Act of 1934 and Multilateral Instrument 52-110 — Audit Committees. The Audit Committee selects and engages the Company’s independent auditors, reviews the scope of audit engagements, reviews management letters of such auditors and management’s response thereto, approves professional services provided by such auditors, reviews the independence of such auditors, reviews any major accounting changes made or contemplated, considers the range of audit and non-audit fees, reviews the adequacy of the Company’s internal accounting controls and annually reviews its charter and submits any recommended changes to the Board for its consideration. The Audit Committee consists of three members: Thomas R. Brown (Chairman), Robert Molyneux and William Woodward. The Board has determined that each member of the Audit Committee is “independent” and meets the financial literacy requirements of the AMEX listing standards, that each member of the Audit Committee meets the enhanced independence standards established by the United States Securities and Exchange Commission (“SEC”) and that Mr. Brown qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC. The Audit Committee held four meetings in fiscal year 2008.
Shareholder Nominations of Directors
The Board of Directors performs the functions associated with a nominating committee. The Company’s independent directors make recommendations to the full Board for nominations to fill vacancies on the Board and for selecting the management nominees for the directors to be elected by the Company’s shareholders at each Annual Meeting. The Board believes this process is preferable to a standing nominating committee because it wishes to involve all of its independent directors in the nomination process. The Board of Directors may from time to time consider qualified nominees recommended by shareholders, who may submit recommendations to the Board of Directors through a written notice to the Company’s Corporate Secretary at the principal executive offices of the Company, 7480 Mission Valley Road, Suite 101, San Diego, California within the time frames required by the Company’s bylaws and applicable law. Nominees for director who are recommended by shareholders will be evaluated in the same manner as any other nominee for director.
Section 16(a) Beneficial Ownership Reporting Compliance
Each director, executive officer of the Company, and person who owns more than 10% of a registered class of the Company’s equity securities is required by Section 16(a) of the Securities Exchange Act of 1934 to report to the Securities and Exchange Commission (the “SEC”) his or her transactions in the Company’s securities. Regulations promulgated by the SEC require the Company to disclose in this Management Proxy Circular and Proxy Statement any reporting violations with respect to the 2008 fiscal year, which came to the Company’s attention based on a review of the applicable filings required by the SEC to report such status as an officer or director or such changes in beneficial ownership as submitted to the Company. These statements are based solely on a review of the copies of such reports furnished to the Company by its officers, directors and security holders and a representation that such reports accurately reflect all reportable transactions as holdings. Other than Form 4s for each of Brian Andersen and Kitty Lo for option grants that should have been filed on or before June 11, 2007, which were actually filed on June 14, 2007 and June 15, 2007, respectively, the Company believes that its directors and executive officers, and persons who beneficially own more than 10% of a registered class of its equity securities, have complied with all filing requirements of Section 16(a) for fiscal year 2008 applicable to such persons.
Code of Ethics
The Company’s Board has adopted a formal mandate outlining its responsibilities. The Directors’ Code of Conduct and a Code of Conduct for the Company’s employees have also been implemented. The mandate and the codes of conduct are available on the Company’s website at www.madcatz.com. The Company intends to satisfy the disclosure requirement under Form 8-K regarding (1) any amendments to its Codes of Conduct, or (2) any waivers under its Codes of Conduct relating to the Chief Executive Officer and Chief Financial Officer by posting such information on our website at www.madcatz.com.
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Item 11. Executive Compensation.
Summary Compensation Table
The table below summarizes the total compensation paid or earned by the Company’s Chief Executive Officer and each of its two other most highly compensated executive officers, the named executive officers, for the fiscal year ended March 31, 2008.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Option | | All Other | | |
| Name and Principal Position | | Year | | Salary | | Bonus(1) | | Awards(2) | �� | Compensation | | Total |
| Darren Richardson | | | 2008 | | | $ | 387,137 | | | $ | 232,425 | | | $ | 50,348 | | | $ | 17,168 | (3) | | $ | 687,078 | |
| President, Chief Executive Officer and Director | | | 2007 | | | | 373,557 | | | | 225,000 | | | | 122,274 | | | | 16,500 | (3) | | | 737,331 | |
Stewart Halpern(4) | | | 2008 | | | | 251,339 | | | | 125,928 | | | | 24,587 | | | | 8,809 | | | | 410,663 | |
| Chief Financial Officer | | | 2007 | | | | 42,404 | (4) | | | 22,500 | | | | 5,148 | | | | 25,346 | (5) | | | 95,398 | |
| Whitney Peterson | | | 2008 | | | | 242,319 | | | | 121,562 | | | | 15,455 | | | | 8,112 | | | | 387,448 | |
| Vice President and General Counsel | | | 2007 | | | | 209,327 | | | | 126,000 | | | | 60,770 | | | | — | | | | 369,097 | |
| | |
| (1) | | Represents bonuses earned during the applicable fiscal year as a result of the Company’s performance. |
| |
| (2) | | The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal years ended March 31, 2008 and 2007, in accordance with SFAS 123R. Assumptions used in the calculation of these amounts are included in Notes 9 and 2 to our audited financial statements for the fiscal years ended March 31, 2008 and 2007, respectively, included in our Annual Reports on Form 10-K filed with the Securities and Exchange Commission on June 30, 2008 and June 29, 2007, respectively. |
| |
| (3) | | Includes amounts related to auto allowances and 401(k) employer matches. |
| |
| (4) | | Mr. Halpern joined the Company in January 2007. The salary amount represents salary actually earned by Mr. Halpern during fiscal year 2007, based on an annual rate of $225,000. |
| |
| (5) | | This amount includes a $25,000 relocation allowance paid to Mr. Halpern in accordance with his employment agreement, effective December 20, 2006. |
Employment Contracts; Potential Payments Upon Termination or Change-in-Control
Certain of the Company’s executive officers whose compensation is required to be reported in the Summary Compensation Table are parties to written employment agreements with the Company. Among other things, these employment agreements contain severance and other provisions that will provide for payments to the executive officer following termination of employment with the Company. A summary of the employment agreements with our executive officers follows:
Darren Richardson
The Company is party to an employment agreement with Mr. Richardson, pursuant to which Mr. Richardson serves as President and Chief Executive Officer of the Company and Mad Catz, Inc. Under the terms of the amended employment agreement, Mr. Richardson’s annual base salary is currently $387,375. The agreement provides for a three-year term and thereafter automatically renews for successive one-year periods unless either party gives prior notice of termination. The agreement has been extended for a one-year period. If, during the term of the agreement, there is a termination of employment without cause or in certain other specified circumstances, Mr. Richardson will be entitled to receive one year’s salary. These specified circumstances include where there has occurred a change of control in the Company or its wholly-owned subsidiary Mad Catz, Inc.
Stewart Halpern
The Company is party to an employment agreement with Stewart Halpern, pursuant to which Mr. Halpern serves as Chief Financial Officer of the Company and Mad Catz, Inc. Under the terms of the employment agreement, Mr. Halpern’s annual base salary is currently $251,856. The agreement provides for a three-year term and thereafter automatically renews for successive one-year periods unless either party gives prior notice of termination. If, during the term of the agreement, there is a termination of employment either without cause or in certain other specified circumstances, Mr. Halpern will be entitled to receive one year’s salary. These specified circumstances include where there has occurred a change of control in Mad Catz Interactive, Inc. or its subsidiary Mad Catz, Inc.
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Whitney Peterson
The Company is a party to an employment agreement with Whitney Peterson, pursuant to which Mr. Peterson serves as Vice President Corporate Development and General Counsel of Mad Catz, Inc. Under the terms of the employment agreement, Mr. Peterson’s annual base salary is currently $251,856. The agreement provides for a three-year term and thereafter automatically renews for successive one-year periods unless either party gives prior notice of termination. If, during the term of the agreement, there is a termination of employment either without cause or in certain other specified circumstances, Mr. Peterson will be entitled to receive one year’s salary. These specified circumstances include where there has occurred a change of control in Mad Catz Interactive, Inc. or its subsidiary Mad Catz, Inc.
Outstanding Equity Awards At Fiscal Year-End
The following table contains information regarding unexercised options for each named executive officer outstanding as of March 31, 2008.
| | | | | | | | | | | | | | | | | |
| | | Option Awards |
| | | |
| | | Number of | | Number of | | | | |
| | | Securities | | Securities | | | | |
| | | Underlying | | Underlying | | | | |
| | | Unexercised Options | | Unexercised Options | | Option Exercise | | Option Expiration |
| Name | | Exercisable | | Unexercisable | | Price | | Date |
| Darren Richardson | | | 500,000 | | | | — | | | C$ | 0.92 | | | | 04/01/2009 | |
| | | | 300,000 | | | | — | | | C$ | 0.46 | | | | 09/20/2016 | |
| | | | 239,583 | | | | 260,417 | | | C$ | 0.56 | | | | 10/13/2016 | |
| | | | 62,500 | | | | 137,500 | | | US$ | 1.23 | | | | 06/07/2017 | |
| Stewart Halpern | | | 91,667 | | | | 128,333 | | | C$ | 0.78 | | | | 01/16/2017 | |
| | | | 46,875 | | | | 103,125 | | | US$ | 1.23 | | | | 06/07/2017 | |
| Whitney Peterson | | | 160,000 | | | | — | | | C$ | 0.46 | | | | 09/20/2016 | |
| | | | 83,854 | | | | 91,146 | | | C$ | 0.56 | | | | 10/13/2016 | |
| | | | 40,625 | | | | 89,375 | | | US$ | 1.23 | | | | 06/07/2017 | |
Compensation of Directors
The following table shows all the fees earned or cash paid by the Company during the fiscal year ended March 31, 2008 to the Company’s non-employee directors. No option and restricted stock awards, long-term incentive plan payouts or other types of payments, other than the amount identified in the chart below, were paid to these directors during the fiscal year ended March 31, 2008.
| | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash | | Option Awards (1) | | Total |
| Thomas R. Brown | | $ | 70,000 | | | $ | 8,000 | | | $ | 78,000 | |
| Robert J. Molyneux | | | 54,500 | | | | 8,000 | | | | 62,500 | |
| William Woodward | | | 51,000 | | | | 8,000 | | | | 59,000 | |
| John De Ruig | | | 9,250 | | | | 36,000 | | | | 45,250 | |
| Geofrey Myers (2) | | | 76,500 | | | | 8,000 | | | | 84,500 | |
| | |
| (1) | | The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended March 31, 2008, in accordance with SFAS 123R. Assumptions used in the calculation of these amounts are included in Note 9 to our audited financial statements for the fiscal year ended March 31, 2008, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 30, 2008. |
| |
| (2) | | Mr. Myers passed away during the fiscal year ended March 31, 2008. |
The Company’s non-employee directors receive the following compensation for board service: $35,000 annual retainer; $20,000 additional annual retainer to the Chairman of the Board; and $10,000 additional annual retainer to the Audit Committee chair. In addition, non-employee directors receive $2,500 for each Board meeting attended in person, $500 for each Board meeting attended by telephone that is shorter than two hours and $1,000 for each Board meeting attended by telephone that is longer than two hours. Board Committee Members also receive $1,500 for each committee meeting attended. Non-employee directors also receive an annual option grant of 25,000 shares of common stock. During fiscal year 2008, the Board had a Compensation and Corporate Governance Committee. The chair of the Compensation and Corporate Governance Committee was entitled to receive an additional $5,000 retainer, and members of the Committee were entitled to receive $1,000 for each Committee meeting attended.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners and Management
As of July 29, 2008, 55,098,549 shares of Common Stock of the Company have been issued and are outstanding as fully paid and non-assessable, and carrying a right to one vote per share. The following table sets forth certain information regarding beneficial ownership of or control or direction over the Company’s Common Stock as of July 29, 2008, by (i) each shareholder known by the Company to be a beneficial owner of more than 5% of any class of the Company’s voting securities or to exercise control or direction over 10% or more of the shares of the Company’s outstanding Common Stock, (ii) each director and nominee of the Company, (iii) the Chief Executive Officer and each additional executive officer named in the summary compensation table under “Executive Compensation” below and (iv) all directors, nominees and executive officers of the Company as a group. The Company believes that, except as otherwise noted, each individual named has sole investment and voting power with respect to the shares of Common Stock indicated as beneficially owned by such individual. Unless otherwise indicated, the business address of each named person is c/o Mad Catz, Inc., 7480 Mission Valley Road, Suite 101, San Diego, California 92108.
| | | | | | | | | |
| | | Number of Shares | | Percent of |
| | | Beneficially | | Common Stock |
| Beneficial Owner | | Owned(1) | | Outstanding(2) |
Guymont Services SA, as trustee of The Winkler Atlantic Trust
c/o: HSBC Guyerzeller Trust Company AG
Splugenstrasse 6
CH-8027 Zurich Switzerland(3) | | | 10,217,744 | | | | 15.6 | % |
Renaissance Technologies LLC
800 Third Avenue
New York, NY 10022(4) | | | 3,441,700 | | | | 6.2 | % |
Gruber & McBaine Capital Management Group, LLC
50 Osgood Place
San Francisco, CA 94133(5) | | | 2,966,150 | | | | 5.4 | % |
| John C. De Ruig | | | 100,000 | | | | * | |
| Thomas R. Brown | | | 150,000 | | | | * | |
| Robert J. Molyneux | | | 150,000 | | | | * | |
| William Woodward | | | 107,360 | | | | * | |
| Darren Richardson | | | 1,202,083 | | | | 2.1 | % |
| Stewart Halpern | | | 238,541 | | | | * | |
| Whitney Peterson | | | 334,479 | | | | * | |
| All Officers and Directors as a Group (10 persons) | | | 2,567,097 | | | | 4.5 | % |
| | |
| * | | Less than one percent. |
| |
| (1) | | As to each person or group in the table, the table includes the following shares issuable upon exercise of options that are exercisable within 60 days from July 29, 2008: Thomas R. Brown: 150,000; John C. De Ruig: 100,000; Robert J. Molyneux: 150,000; William Woodward: 25,000; Darren Richardson: 1,102,083; Stewart Halpern: 138,541; and Whitney Peterson: 284,479. |
| |
| (2) | | Except as otherwise provided, all percentages are calculated based upon the total number of shares outstanding of 55,098,549 shares of the Company as of July 29, 2008, plus the number of options presently exercisable or exercisable within 60 days of July 29, 2008 by the named security holder. |
| |
| (3) | | On November 20, 2007, in connection with the acquisition of Winkler Atlantic Holdings Limited, the Company issued convertible notes with an aggregate principal amount of $14,500,000 to Guymont Services SA, as trustee of The Winkler Atlantic Trust (the “Trust”). The notes are convertible into common stock of the Company at any time up to their respective maturity dates of October 31, 2009 and 2010 at a fixed conversion price of $1.42 per share. If fully converted, the notes would convert into approximately 10,217,744 shares of the Company’s common stock. For purposes of calculating the Trust’s beneficial ownership percentage, these shares are deemed issued and outstanding. The Company has the right to redeem the notes at 100% of the principal amount plus accrued interest at any time. |
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| | |
| (4) | | Based on information provided in a Schedule 13G, dated February 12, 2008, filed with the Securities and Exchange Commission by Renaissance Technologies LLC (“RTC”), an investment adviser, and James H. Simons, the control person of RTC. They report that as of December 31, 2007, the reporting persons had sole voting and dispositive power of 3,441,700 shares. |
| |
| (5) | | Based on information provided in a Schedule 13G, dated January 28, 2008, filed with the Securities and Exchange Commission by Gruber & McBaine Capital Management LLC (“GMCM”), an investment adviser, Jon D. Gruber and J. Patterson McBaine, the Managers, controlling persons and portfolio managers of GMCM, and Eric B. Swergold, the control person of Lagunitas, an investment limited partnership of which GMCM is the general partner. They report that as of December 31, 2007, the reporting persons had shared voting and dispositive power of 2,505,700 shares, Mr. Gruber had sole voting and dispositive power of 263,600 shares, and Mr. McBaine had sole voting and dispositive power of 196,850 shares. |
Equity Compensation Plan Information
The following table sets forth information regarding all of the Company’s equity compensation plans as of March 31, 2008.
| | | | | | | | | | | | | |
| | | | | | | | | | | Number of Securities | |
| | | | | | | | | | | remaining available for future | |
| | | Number of securities to | | | Weighted-average | | | issuance under | |
| | | be issued upon exercise | | | exercise price of | | | equity compensation plans | |
| | | of outstanding options, | | | outstanding options, | | | (excluding securities reflected | |
| Plan category | | warrants, and rights | | | warrants, and rights | | | in Column (a)) | |
| | | (a) | | | (b) | | | (c) | |
| Equity compensation plans approved by security holders | | | 3,835,334 | (1) | | $ | 0.80 | | | | 5,861,623 | |
| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |
| | | | | | | | | | |
| Total | | | 3,835,334 | | | $ | 0.80 | | | | 5,861,623 | |
| | |
| (1) | | Includes 1,279,500 shares underlying options issued pursuant to the Company’s 2007 Stock Option Plan and 2,555,834 shares underlying options issued pursuant to the Company’s Amended and Restated Incentive Stock Option Plan. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions
From April 1, 2006 to the present, there have been no (and there are no currently proposed) transactions in which the amount involved exceeded $120,000 to which the Company or any of its subsidiaries was (or is to be) a participant and in which any executive officer, director, nominee for director, 5% beneficial owner of the Company’s Common Stock or member of the immediate family of any of the foregoing persons had (or will have) a direct or indirect material interest. Geofrey Myers, a former director of the Company, was a partner of Lang Michener LLP, a law firm we retained to perform certain legal services in fiscal years 2007 and 2008. We paid Lang Michener LLP $56,753 for legal services in fiscal year 2007 and $181,600 in fiscal year 2008. These fees did not exceed 5% of Lang Michener LLP’s total revenues in either year.
Director Independence
The Company’s Board of Directors consists of five members. Four of the Company’s directors are independent under the requirements set forth in the American Stock Exchange (“AMEX”) listing rules and National Instrument 58-101 —Corporate Governance. For a director to be considered independent, the Board of Directors must determine that the director does not have a material relationship with the listed company that would interfere with the exercise of independent judgment. The Board of Directors has established guidelines to assist it in determining director independence, which conform to the independence requirements of the AMEX listing rules and National Instrument 58-101 —Corporate Governance. In addition to applying these independence guidelines, the Board of Directors considers all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The Board of Directors has determined that Messrs. Brown, De Ruig, Molyneux and Woodward are independent.
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Item 14. Principal Accountant Fees and Services.
Audit Fees for Fiscal 2008 and 2007
The aggregate fees billed to the Company by KPMG LLP, the Company’s Independent Registered Public Accounting Firm and Auditor, for the fiscal years ended March 31, 2008 and 2007 are as follows:
| | | | | | | | | |
| | | 2008 | | 2007 |
| Audit Fees (1)(2) | | $ | 2,355,408 | | | $ | 649,470 | |
| Audit-Related Fees | | | — | | | | — | |
| Tax Fees (3) | | | 319,000 | | | $ | 93,935 | |
| All Other Fees | | | — | | | | — | |
| | |
| (1) | | Audit Fees consist of the audit of our annual financial statements included in the Company’s Annual Report on Form 10-K for its 2008 and 2007 fiscal years and Annual Report to Shareholders, review of interim financial statements and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for those fiscal years. |
| |
| (2) | | The 2008 fees also include approximately $1.2 million for the SX3-05 audits of Winkler Atlantic Holdings Limited for the fiscal years ended February 28, 2007 and 2006. |
| |
| (3) | | Tax Fees consist of fees for tax consultation and tax compliance services. |
The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of KPMG LLP, and has concluded that the provision of such services is compatible with maintaining the independence of the Company’s auditors.
Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit Services of the Company’s Independent Auditors
The Company’s Audit Committee has established a policy that all audit and permissible non-audit services provided by the independent auditors will be pre-approved by the Audit Committee. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of the Company’s auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Part IV of the Original Filing is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 1 to Annual Report on Form 10-K/A.
(a) 3. Exhibits required by Item 601 of Regulation S-K
| | | |
| Exhibit | | |
| Number | | Description |
| | | |
| 31.1 | | Certifications of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
| 31.2 | | Certifications of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 29th day of July 2008.
| | | | | |
| | MAD CATZ INTERACTIVE, INC.
| |
| | By: | /S/ DARREN RICHARDSON | |
| | | Darren Richardson | |
| | | President and Chief Executive Officer | |
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