U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark one) [x] Annual Report Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 For the Fiscal Year Ended July 31, 2003 OR [ ] Transition Report Pursaunt to Section 13 or 15(d) of the Securites Exchange Act of 1934 For the transition period from ______________ to _____________ Commission File No. 0-15284 NATIONAL LAMPOON, INC. (Exact name of registrant as specified in its charter) Delaware 95-4053296 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 10850 Wilshire Blvd., Suite 1000 Los Angeles, California 90024 (Address of principal executive office) Registrants telephone number: (310) 474-5252 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value 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 X NO Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants 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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defefined in Exchange Act Rule 12b-2). Yes [ ] No [X] As of January 31, 2003, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant (based on the closing sales price as reported by the OTC Bulletin Board) was $2,271,465 assuming all officers and directors are deemed affiliates for this purpose). As of November 6, 2003 the Registrant had 1,533,418 shares of its common stock, par value $.0001, outstanding. Documents Incorporated by Reference: None 1 TABLE OF CONTENTS PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PART IV. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. SIGNATURES 2 INTRODUCTORY NOTE: This Form 10-K/A is being filed solely for the purpose of correcting certain inadvertent omissions in the Form 10-K filed on November 13, 2003 in Part III, Items 10, 11 and 12, including the fact that the Equity Compensation Plan information was included in Item 5 instead of Item 12. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth information with respect to our directors and executive officers. Directors are elected at the annual meeting of stockholders to serve a one-year term and until their successors are elected and qualified. Officers serve at the request of the Board of Directors. There are no family relationships among any of the directors or executive officers. Director Name Age Position Since ==================================== === =============================================== ======== James P. Jimirro 66 Director, Chairman, President and 1986 Chief Executive Officer James Fellows 66 Director 1986 Bruce P. Vann 47 Director 1986 Daniel S. Laikin 41 Director and Chief Operating Officer 2000 Timothy S. Durham 41 Director 2002 Paul Skjodt 45 Director 2002 Joshua A. Finkenberg 30 Director 2002 Douglas Bennett 44 Executive Vice President Jim Toll 50 Chief Finanical Officer EXECUTIVE OFFICERS AND DIRECTORS In connection with the consummation of the Reorganization Transactions, Messrs. Durham, Skjodt and Finkenberg were elected to the Board on May 17, 2002. Messrs. Durham and Skjodt filled the vacancies created by the resignations on that date of Messrs. De Simio and Cowan and Mr. Finkenberg was elected to fill the vacancy created by the expansion of the Board from six to seven members. JAMES P. JIMIRRO has been employed as our President and Chief Executive Officer since its inception. From 1980 to 1985, he was the President of Walt Disney Telecommunications Company, which included serving as President of Walt Disney Home Video, a producer and distributor of family home video programming. While in this position, he also served as Corporate Executive Vice President of Walt Disney Productions. In addition, from 1983 to 1985, Mr. Jimirro served as the first President of the Disney Channel, a national cable pay-television channel, which Mr. Jimirro conceived and implemented. Mr. Jimirro continued in a consulting capacity for the Walt Disney Company through July 1986. From 1973 to 1980, he served as Director of International Sales and then as Executive Vice President of the Walt Disney Educational Media Company, a subsidiary of the Walt Disney Company. Prior to 1973, Mr. Jimirro directed international sales for CBS, Inc., and later for Viacom International. Mr. Jimirro also served as a member of the Board of Directors of Rentrak Corporation between January 1990 and September 2000. JAMES FELLOWS has been a member of the Board of Directors and the President of the Central Education Network, Inc., a Chicago, Illinois association of public television and educational associations, since 1983. From 1962 through 1982, Mr. Fellows worked in a variety of positions for the National Association of Educational Broadcasters in Washington, D.C., and became its President and Chief Executive Officer in 1978. Mr. Fellows is a director of numerous nonprofit corporations, including the Hartford Gunn Institute, a research and planning service for public telecommunications; the Maryland Public Broadcasting Foundation, a corporate fund-raiser for public television; and the American Center for Children and Media, a coalition of organizations committed to improving media services for children and youth. BRUCE P. VANN has been a principal of the law firm of Kelly Lytton Vann LLP since December 1995. Mr. Vann specializes in corporate and securities matters. From January 1994 through December 1998, Mr. Vann served, on a non-exclusive basis, as Senior Vice President, Business and Legal Affairs, of Largo Entertainment, Inc., a subsidiary of the Victor Company of Japan. DANIEL S. LAIKIN has been employed as our Chief Operating Officer since May 17, 2002. Mr. Laikin served as Co-Chairman of Biltmore Homes, Inc., an Indiana-based home building and real estate development company until 2000. He also served as a managing partner of Four Leaf Partners, LLC, a closely held investment company, concentrating on the startup and financing of high tech and Internet-related companies. He is also on the Board of Directors of Obsidian Enterprises, Inc. TIMOTHY S. DURHAM has served as the Chief Executive and Chairman of the Board of Directors of Obsidian Enterprises, Inc. (formerly Danzer Corporation) since June 2001. Since April 2000, he has served as a Managing Member and Chief Executive Officer of Obsidian Capital Company LLC, which is the general partner of Obsidian Capital Partners LP. Since 1998, Mr. Durham has founded and maintained a controlling interest in several investment funds, including Durham Capital Corporation, Durham Hitchcock Whitesell and Company LLC, and Durham Whitesell Associates LLC. From 1991 to 1998, Mr. Durham served in various capacities at Carpenter Industries, Inc., including as Vice Chairman, President and Chief Executive Officer. Mr. Durham serves as a director of Obsidian Enterprises, Inc. 3 PAUL SKJODT is the Chairman and Chief Executive Officer of Biltmore Homes, Inc., an Indiana-based home building and real estate development company. JOSHUA A. FINKENBERG is the Director of Acquisitions for California Investment Fund, LLC, a specialized investment company that acquires and invests in undervalued assets and companies. Previously, Mr. Finkenberg was the Chairman and President of AF Investments LLC, a holding company focused on acquisitions of and investments in businesses located in the Southern California area. From August 2000 through January 2002, Mr. Finkenberg was a Senior Associate with Batchelder & Partners, a financial advisory firm based in San Diego, California. From July 1996 through July 2000, Mr. Finkenberg was an Associate in the Investment Banking Department of SunTrust Equitable Securities Corporation, a full-service investment bank located in Nashville, Tennessee. Mr. Finkenberg graduated with highest honors from the Robert C. Goizueta Business School at Emory University with a dual concentration in Finance and Management Information Systems/Information Technology. DOUGLAS BENNETT has over 22 years of experience in managing businesses in the publishing, software and Internet space. Prior to his joining the Company he was the President of iUniverse, Inc., the largest independent publisher in the United States. iUniverse produced over 5,000 titles a year through the Internet. Prior to that he was the Chairman & CEO of EoExchange, Inc., an Internet search engine business. From 1992 until 1999 Mr. Bennett worked for Macmillan Publishing, the largest computer book and reference publisher in the world. Mr. Bennett started in the software and Internet division of Macmillian's business and eventually became the President of the entire Macmillan Publishing business. Prior to his employment with Macmillian, Mr. Bennett worked for 11 years for CCH Computax, the largest tax software company in the United States. At CCH Computax, Mr. Bennett held numerous senior level positions. JAMES TOLL has been employed as our Chief Financial Officer since August 2001. Mr. Toll has worked in the financial area for 22 years, including CBS Television Network in Los Angeles and Warner/Electra/Atlantic International (WEA International) Records in Burbank as a Senior Financial Analyst. Mr. Toll spent three years as head of the accounting department for the non-profit company WQED-West, and was involved with the production of the Emmy award winning seven part series, "The Planet Earth", and the production of National Geographic Specials during his tenure. From 1996 to 1999, Mr. Toll was employed as the Chief Financial Officer of Keller Entertainment Group, an international television production and distribution company. Mr. Toll also worked for the Company from approximately May 1987 through March 1993 as its Chief Financial Officer. Mr. Toll received his Bachelor of Arts degree from the University of California, Berkeley with Distinction and Honors in his major and a Master of Business Administration (Finance and Accounting) from the University of Southern California in l979 where he graduated in the top 15% of his class. CONSULTANTS We are party to a consulting agreement, approved by our Board of Directors on August 7, 2002, with Zelnick Media Group (ZM), headed by Stauss Zelnick, the former head of 20th Century Fox and Bertlesman, the European media conglomerates. Mr. Zelnick and his affiliates are providing marketing, development, production and branding assistance to us. In particular, Scott Ziegler, a partner of ZM, is assisting directly in certain television activities. ZM is being compensated solely by the issuance to it of 300,000 warrants (the ZM Warrants) which have been issued directly to ZM and an affiliate. Two of the ZM Warrants will entitle ZM and an affiliate to purchase up to 150,500 of the shares of our Common Stock at an exercise price of $6.50 per share the other two ZM Warrants will entitle ZM and an affiliate to purchase up to 150,500 of the ZM Warrant Shares at an exercise price of $10.00 per share. The number and exercise price of the ZM Warrants are subject to adjustments customarily contained in warrants of a similar nature. One-third of the ZM Warrant Shares become exercisable upon issuance of the ZM Warrants and the remainder of the ZM Warrants will first become exercisable in monthly installments during the 13th through 36th months following the issuance of the ZM Warrants, provided that no ZM Warrant Shares become exercisable after the termination of the consulting agreement. We are party to a year to year consulting agreement with Mr. Daniel Sarnoff, originally dated as of September 1, 2002 pursuant to which Mr. Sarnoff serves in a non-exclusive capacity as the CEO of our newly formed subsidiary NL Games, Inc. ("NLG"), as well as assisting us in sales of the National Lampoon Networks. Pursuant to the terms of his agreement with us, Mr. Sarnoff is to receive an annual compensation of $60,000 per year, and a percentage of revenue from NLG games. Mr. Sarnoff is also to receive stock options and other bonuses, subject to approval of the Board of Directors. Pursuant to the terms of an oral year-to-year (August 2003 to August 2004) agreement, Errol Gerson has been retained as a consultant responsible for implementing our operations regarding the Burly Bear acquisition. Mr. Gerson is being paid $12,500 per month. ADVISORY BOARD. We have established a creative advisory board and a corporate advisory board. The members of these boards have agreed to assist us in identifying business opportunities, as well as opportunities to leverage our brand and increase our exposure in the creative community. The composition of these two boards is as follows: CORPORATE ADVISORY BOARD: DOUGLAS BENNETT- Mr. Bennett, who is currently serving as an Executive Vice President, has more than 20 years of experience in management, sales and marketing in the publishing industry. Mr. Bennett was formerly president of Macmillan Digital and Macmillan USA. STEVE LEHMAN- Mr. Lehman was one of the founders of Premier Radio. He is currently a partner in Broadstream Capital Partners, MARK ROESSLER- Mr. Roessler is currently head of CMG Worldwide, an agency representing over 200 diverse personalities and entities, as well as the estates of celebrities, in various enterprises. CHARLES SEGARS- Mr. Segars was formerly an executive at DreamWorks Television, and is currently an E.W. Scripps cable and television executive. BRIAN WOOD- Mr. Wood is president of Columbia House, the leading book, record and DVD club. 4 Each of the members of the Corporate Advisory Board is entitled to receive options to acquire 5,000 shares of our common stock at an exercise price determined on the date of grant CREATIVE ADVISORY BOARD: CHARLES FINK- Mr. Fink, formerly a senior executive of AOL Time Warner, is currently the president of American Greetings.com. ERROL GERSON- Mr. Gerson is currently a consultant to the Company, and has a twenty year background in the entertainment. industry. Mr. Gerson, in addition to acting as design consultant to various internet ventures, formerly was the Director of New Media for the Creative Artists Agency. For the past two and half years, Mr. Gerson was the CEO of iNetnow. DEBBIE GOLDFARB- Ms. Goldfarb is a television agent at Abrams, Rubeloff in Los Angeles, and was formerly an agent of the Creative Artist Agency. RICHARD LEWIS- The founder of Ovation Entertainment, Mr. Lewis was one of the founders of Trilogy Entertainment, the producers of such hits as Robin Hood: Prince of Thieves and Backdraft. SCOTT MCCAIN- Mr. McCain is chairman of McCain Performance Group, an association of companies specializing in trade shows and professional business speaking. CHRIS MILLER- Mr. Miller was formerly a writer for National Lampoon and one of the original writers of National Lampoon's Animal House. DAN PASTERNACK- Mr. Pasternack was formerly an executive for Granada Entertainment, USA, and was a senior vice president of drama at studios USA, an affiliate of Universal Pictures. BRAD YONOVER- Formerly a principal of Greenstreet Productions, he is currently a consultant focusing of development and production of feature films. Each of the members of the Creative Advisory Board is entitled to receive options to acquire 2,000 shares of our common stock at an exercise price determined on the date of grant. AUDIT COMMITTEE FINANCIAL EXPERT The Company's Board of Directors has determined that no member of the Audit Committee qualifies as an "audit committee financial expert" (as defined in the SEC rules). As disclosed in previous filings with the SEC, the composition of the Company's Board of Directors is determined pursuant to the provisions of a Voting Agreement. None of the individuals nominated for and elected to the Board in accordance with the Voting Agreement qualifies as an "audit committee financial expert." SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who own more than 10% of the Company's common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These persons are required to provide the Company with copies of all Section 16(a) forms that they file. Based solely on the Company's review of these forms and written representations from certain of the executive officers and directors, National Lampoon believes that all Section 16(a) filing requirements were met during fiscal year 2003, except as follows: (i) Form 4s to report stock option grants on June 30, 2003 were late in being filed for James P. Jimirro, James Toll, Timothy Durham, Paul Skjodt and Josh Finkenberg. James Fellows and Douglas Bennett also received option grants of June 30, 2003, which grants have not yet been reported on Form 4s. (ii) Douglas Bennett also received stock option grants on August 7, 2002 and October 14, 2002, which grants have not yet been reported on Form 4s. Mr. Bennett has not yet filed a Form 3. CODE OF ETHICS We are in the process of preparing a new Code of Ethics which will be filed as an exhibit to a future filing. 5 ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth the compensation for each of the last three fiscal years of our Chief Executive Officer and up to four of our executive officers ("Named Officers") whose annual salary and bonus exceeded $100,000 during the fiscal year ended July 31, 2003. Annual Compensation Long Term Compensation ==================================== ========================== Other Annual Stock All Other Compensation SARs Options Compensation Name and Position Year Salary($) ($) (Shares) (Shares) ($) =================================================================================================================================== James P. Jimirro 2003 500,000() 0 0 35,000(2) 0 Chairman, President and 2002 1,471,146(1) 0 0 608,335(2) 0 Chief Executive Officer 2001 190,750(3) 0 25,000 25,000 0 Daniel Laikin 2003 200,000(4) Chief Operating Officer Douglas Bennett 2003 131,667 190,000 21,300 Executive Vice President James Toll 2003 132,737 15,000 Chief Financial Officer 2002 36,364 15,000 (1) Includes 1,215,069 received as apart of the Reorganization Transactions. (2) Iincludes options to acquire 450,000 shares of common stock granted during the fiscal year ended December 31, 2002, plus 158,335 stock options that were converted from SARs as part of the Reorganization Transactions. (3) Mr. Jimirro had voluntarily deferred all Base Salary, as defined by the applicable employment agreement, in excess of $190,750. Such deferred amounts are payable only upon a Change of Control of the Company as defined by the applicable employment agreement and are included in All Other Compensation hereunder. Under the terms of Mr. Jimirro's Restated Employment Agreement the amounts due to him have been forgiven. (4) Represents one year of salary to Mr. Laikin that was paid in the form of Series B Preferred. 6 STOCK OPTIONS AND STOCK APPRECIATION RIGHTS GRANTS The following table sets forth the individual grants of stock options and stock appreciation rights made during the fiscal year ended July 31, 2003 to the Named Officers: Potential Realized Value at Assumed Annual % of Total Rates of Stock Price Options/SARs Appreciation Options/ Granted to Exercise for Option Term SARs Employees in Or Base Expiration ================================= Name Granted Fiscal Year Price($/Sh) Date 5%($) 10%($) ============================================================================================================================= James P. Jimirro 35,000(1) 9% $ 4.64 05/13/10 285,057 453,905 Daniel Laikin -- -- -- -- -- -- Douglas Bennett 190,000 49% $ 5.59 10/14/09 1,336,745 1,851,281 James Toll 15,000 4% $ 6.00 6/30/10 105,533 146,154 (1) The options granted to Mr. Jimirro were immediately exercisable. STOCK OPTION AND STOCK APPRECIATION RIGHTS EXERCISES AND YEAR END VALUES Shown below is information for the Named Officers with respect to the exercise of stock options and the ownership of stock options and stock appreciation rights and their values as of July 31, 2003. Value of Unexercised Number of Unexercised In-the-Money Options/ Options/SARs at July 31, 2003 SARs at July 31, 2003(1) Shares =================================== =============================== Acquired Value Exercisable Unexercisable Exercisable Unexercisable Name On Exercise Realized($) (Shares) (Shares) ($) ($) ============================================================================================================================ James P. Jimirro 66,664 180,037 635,001 -- 52,709 -- Daniel Laikin -- -- 102,333 -- -- -- Douglas Bennett -- -- 37,917 152,083 -- -- James Toll 6,500 16,500 8,500 15,000 -- -- (1) Based upon the difference between the closing price on July 31, 2003 and the option exercise price or stock appreciation rights base price. DIRECTOR COMPENSATION At the organization meeting of the Board of Directors following our annual meeting of shareholders in June 2002, all directors, excluding Mr. Jimirro and Mr. Laikin, were granted options to purchase up to 7,500 shares of our common stock at the market price on the date of grant that are immediately exercisable. Mr. Jimirro's and Mr. Laikin's compensation as directors is pursuant to their employment agreements described under Employment Agreements. EMPLOYMENT AGREEMENTS On May 17, 2002, we entered into a new employment agreement with James P. Jimirro (the "Jimirro Employment Agreement"). The Jimirro Employment Agreement will terminate on December 31, 2007; provided, however, that if Mr. Jimirro remains employed by us on December 31, 2003, the Jimirro Employment Agreement will automatically be extended for an additional year. As of December 31, 2004 and December 31 of each year thereafter, so long as Mr. Jimirro remains employed by us on such date, the Jimirro Employment Agreement will again be automatically extended for an additional year so that at no time will the remaining term under the Jimirro Employment Agreement be less than five years. The Jimirro Employment Agreement will provide Mr. Jimirro with an annual salary of $500,000 and, commencing on January 31, 2003 and continuing on the last day of each month thereafter during the period that Jimirro is employed by us, will provide for the monthly grant by the Company to Mr. Jimirro of fully vested options to purchase 5,000 shares of our common stock. Pursuant to the Jimirro Employment Agreement, Mr. Jimirro will receive fifty percent of our gross receipts from the movie National Lampoon's Van Wilder. The Jimirro Employment Agreement also provides Mr. Jimirro with other benefits, including medical and life insurance, an automobile and the reimbursement of business expenses. The Jimirro Employment Agreement is terminable by us without Cause (as defined below) or for convenience after December 31, 2002 upon written notice to Mr. Jimirro, payment to Mr. Jimirro of a cash severance payment in the amount of $1,400,000, and delivery of a promissory note providing for our payment to Mr. Jimirro of $1,000,000 in twelve equal monthly installments. Prior to December 31, 2002, the Jimirro Employment Agreement will only be terminable by us for Cause. For us to terminate Mr. Jimirro for Cause under the Jimirro Employment Agreement, six of the members of the Board of Directors (excluding Mr. Jimirro) must determine at a meeting called for such purpose, that Mr. Jimirro is guilty of the conduct triggering the right to terminate him for Cause. Under the Jimirro Employment Agreement, Cause is defined as (i) the willful and continued failure by Mr. Jimirro to substantially perform his duties with us in good faith (other than any such failure resulting from his incapacity due to physical or mental illness or any such actual or anticipated failure resulting from his termination by us for convenience (or without Cause)), after a demand for substantial performance is delivered to him by the Board of Directors that specifically identifies the manner in which the Board of Directors believes that Mr. Jimirro has not substantially performed his duties in good faith; or (ii) the willful engaging by Mr. Jimirro in conduct which is demonstrably and materially injurious to us, monetarily or otherwise. For purposes of the definition of Cause under the Jimirro Employment Agreement, no act, or failure to act, on Mr. Jimirros part shall be considered willful unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in our best interest. The Jimirro Employment Agreement is terminable by Mr. Jimirro upon the occurrence of certain events, with Mr. Jimirro being entitled to receive the same severance benefits, including the $1,400,000 cash severance payment and $1,000,000 promissory note (detailed above), as if Mr. Jimirro had been terminated by us without Cause or for convenience. In addition, under the Jimirro Employment Agreement, in the event that Mr. Jimirro incurs an excise tax under the Internal Revenue Code of 1986, as amended (the "Code"), because he receives any compensation or payments from us that constitute excess parachute payments under Section 280G of the Code, we will reimburse Mr. Jimirro for that excise tax, and for the income and excise taxes on such reimbursement on a fully grossed up basis if either (i) Mr. Jimirros employment with us is terminated by us at any time before the first anniversary of the date on which the Reorganization Transactions are consummated, or (ii) after the effectiveness of the Jimirro Employment Agreement a transaction (excluding the Reorganization Transactions, if applicable) involving us occurs that results in Mr. Jimirro incurring such an excise tax. All of our obligations to Mr. Jimirro under the Jimirro Employment Agreement, as well as under an indemnification agreement and a registration rights agreement, are secured by a first priority lien on all of our assets, pursuant to a security agreement between Mr. Jimirro and us, executed in connection with the Reorganization Transactions. DANIEL S. LAIKIN EMPLOYMENT AGREEMENT On May 17, 2002, we entered into an Employment Agreement with Daniel S. Laikin (the "Laikin Employment Agreement") effective for a period of one year and subject to automatic extension for successive one-year terms thereafter unless and until the Board of Directors elects not to renew the Laikin Employment Agreement and notifies Mr. Laikin within sixty days prior to the end of the then-current one-year term of the Employment Agreement or unless the Laikin Employment Agreement has been terminated according to its terms and conditions. 7 Pursuant to the Laikin Employment Agreement, Mr. Laikin receives an annual salary of $200,000. He also was granted options to purchase 100,000 shares of our common stock as of the effective date of the Laikin Employment Agreement, which options were immediately exercisable and will expire, to the extent not exercised, prior to the close of business on the day ten years from the date of grant. The Laikin Employment Agreement also provides Mr. Laikin with other benefits, including vacation, pension, retirement, medical and life insurance and reimbursement of business expenses. Mr. Laikin has agreed to receive his entire salary in SeriesB Units. The Laikin Employment Agreement may be terminated voluntarily by us at any time during its term for Cause (which is defined as in the Jimirro Employment Agreement described above). For us to terminate Mr. Laikin for Cause, five of the members of the Board of Directors (not including Mr. Laikin) must determine at a meeting held for such purpose that Mr. Laikin is guilty of the conduct triggering the right to terminate him for Cause. If Mr. Laikins employment is terminated by us for Cause, or by Mr. Laikin, in addition to any benefits mandated by law, we shall pay Mr. Laikin his full annual salary in effect at the date of termination and other benefits to which he is entitled through the date of termination at the rate in effect at the time notice of termination is given. DOUGLAS BENNETT EMPLOYMENT AGREEMENT We entered into an at-will employment agreement with Douglas Bennett, effective October 14, 2002 (the "Bennett Employment Agreement"). As there is no specified term, Mr. Bennett is free to resign at any time and we are free to terminate the Bennett Employment Agreement at any time, with or without cause. Mr. Bennett receives a base salary of $175,000 per year, effective December 1, 2002. Mr. Bennett's title is initially Executive Vice President, but will succeed to the title of President when that title becomes available. Mr. Bennett is entitled to calender quarterly bonuses of $31,250, which bonuses are payable in the month subsequent to the end of calender quarter to which they were granted. Concurrent with the signing of the Bennett Employment Agrement, Mr. Bennett was granted options to purchase 135,0000 shares of common stock at the then current market price, which options vest ratably over a 3 year period. Mr. Bennett is also entitled to an option grant of 50,000 shares of common stock for the period January 3, 2003 through June 3, 2003 and an option grant of 50,000 shares of common stock for the period July 3, 2003 through Decemmber 3, 2003. These options shall also vest ratably over three year periods and are to be issued at then current market prices. Upon a change in control of the Company, all unvested options are to vest immediately. Mr. Bennett is entitled to communte to Los Angeles from his home in the San Francisco area. By December 31 2003, Mr. Bennett, the Chief Executive Officer and the Board of Directors have agreed to decide whether Mr. Bennett should relocate to the Los Angeles area. If Mr. Bennett is "Terminated without Cause" (as such term is defined in the Bennett Employemnt Agreement), or in the event of "Constructive Termination" (as such term is defined in the Bennett Employemnt Agreement), if dies or is disablited, he shall be entitled to: (a) continue his base salary for 6 months; (b) continue his employee beneifts for 6 months; and (c) continue vesting of any outstanding and unvested stock options for 6 months. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Employment Agreements with Messrs. Jimirro and Laikin were negotiated as part of the Reorganization Transactions involving Mr. Jimirro and the NLAG Group and were approved by our entire Board of Directors (other than Messrs. Jimirro and Laikin who excused themselves from the meetings during the Boards consideration of the Employment Agreements) at special meetings of the Board of Directors held on April 25, 2002 and May 17, 2002. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of the shares of common stock and Series B Preferred for (i) each person known by the Company to be the beneficial owner of more than five percent of the outstanding shares of common stock or Series B Preferred; (ii) each director; (iii) the Chief Executive Officer and each of the Company's other executive officers named in the Summary Compensation Table; and (iv) the directors and executive officers as a group. Beneficial ownership information in the table is as of November 1, 2003. Unless otherwise indicated, beneficial ownership represents both sole voting and sole investment power. 8 NAME OF BENEFICIAL OWNER COMMON STOCK** SERIES B PREFERRED STOCK - ------------------------ -------------- ------------------------ Number of Shares of Percentage of Shares Number of Shares of Percentage of Shares Beneficially Owned Beneficially Owned Beneficially Owned Beneficially Owned ------------------ ------------------ ------------------ ------------------ DIRECTOR AND EXECUTIVE OFFICER S: (1) James P. Jimirro, 876,887 (2) 40.4% -- -- Chairman of the Board, President and Chief Executive Officer James A. Fellows, 30,833 (3) 2.0% -- -- Director Bruce P. Vann, Director 20,331 (3) 1.3%* -- -- Daniel S. Laikin, Chief 1,945,186 (4) 58.9% 29,796 48.4% Operating Officer and Director Timothy S. Durham, 1,192,203 (4) 47% 17,148 27.9% Director Paul Skjodt, Director 542,247 (4) 28.4% 6,500 10.6% Joshua A. Finkenberg, 15,000 (3) 1.0% -- -- Director Douglas Bennett, 67,069 (5) 4.2% 426 * Executive Vice President James Toll, Chief 15,000 (3) 1.0% -- -- Financial Officer All Executive Officers and Directors as a group (consisting of 9 members) 4,710,756 85.9% 53,587 87.3% OTHER 5% OWNERS: NLAG Group (1), (4) 3,957,329 (4) 82.0 % 56,394 91.9% Ronald Holzer 321,790 (6) 17.8% 5,000 8.1% * Less than one percent. ** The number of shares of common stock includes the shares of Series B Preferred Stock converted to common stock equivalents. (1) The address for Messrs. Jimirro, Laikin, Fellows and Vann is 10850 Wilshire Blvd., Suite 1000, Los Angeles, California 90024. The address for Mr. Durham and the NLAG Group is 111 Monument Circle, Suite 4800, Indianapolis, Indiana 46204. The address for Mr. Skjodt is 9910 Towne Road, Carmel, Indiana 46032. The address for Mr. Finkenberg is 4080 Front Street, Suite 105, San Diego, California 92123. The address for Mr. Holzer is 600 Central Avenue, Suite 240, Highland Park, Illinois 60035. (2) Includes options to purchase 645,001 shares of common stock. (3) Consists of options to purchase shares of common stock. (4) The following individuals and entities are referred to collectively as the NLAG Group: Daniel Laikin; Paul Skjodt; Timothy S. Durham; Diamond Investments, LLC; DC Investments, LLC; Judy B. Laikin; Betty A. Morgan; Samerian LLP; and DW Leasing Company, LLC. Each member of the NLAG Group may be deemed to beneficially own all of the shares of common stock that are deemed to be beneficially owned collectively by the NLAG Group, which includes shares of common stock that the members could acquire upon the conversion of shares of Series B Preferred and pursuant to warrants and options. As of October 1, 2003, the individual members of the NLAG Group have the following holdings: (a) Mr. Durham directly owns 73,200 shares of common stock, 12,648 shares of Series B Preferred and warrants to acquire 356,282 shares of common stock. He also has the right to acquire 15,000 shares of common stock pursuant to stock options. Mr. Durham may be deemed to share voting and dispositive power with respect to the securities listed below for Diamond Investments, LLC and DC Investments, LLC, for both of which Mr. Durham serves as Managing Member, and DW Leasing Company, LLC, in which Mr. Durham has an ownership interest. (b) Mr. Laikin directly owns 168,150 shares of common stock, 29,726 shares of Series B Preferred and warrants to acquire 837,352 shares of common stock. He also has the right to acquire 102,333 shares of common stock pursuant to stock options. He may be deemed to share voting and dispositive power with respect to securities listed below for Judy B. Laikin. (c) Mr. Skjodt directly owns 141,050 shares of Common Stock, 6,500 shares of Series B Preferred and warrants to acquire 183,099 shares of common stock. He also has the right to acquire 15,000 shares of common stock pursuant to stock options. He may be deemed to share voting and dispositive power with respect to the securities listed below for Samerian LLP, in which Mr. Skjodt is a Partner. (d) Diamond Investments, LLC directly owns 92,399 shares of common stock. (e) DC Investments, LLC directly owns 5,000 shares of Series B Preferred and warrants to purchase 140,845 shares of common stock. (f) Judy B. Laikin directly owns 26,000 shares of common stock. (g) Betty A. Morgan owns 121,721 shares of common stock, 2,307 shares of Series B Preferred and warrants for 64,986 shares of common stock. (h) Samerian LLP directly owns 20,000 shares of common stock. (i) DW Leasing Company, LLC directly owns 17,350 shares of common stock. Each member of the NLAG Group disclaims beneficial ownership of the securities held by the other members of the NLAG Group. 9 (5) Consists of options to acqurie 55,069 shares of common stock, 213 shares of Series of Series B Preferred and warrants to acquire 6,000 shares of common stock. (6) Includes 5,000 shares of Series B Preferred and warrants to purchase 140,845 shares of common stock. EQUITY COMPENSATION PLAN INFORMATION =================================== ================= ================== ==================================================== Plan category Number of Weighted-average Number of securities remaining available for future Securities exercise price of issuance under equity compensation plans To be issued outstanding (excluding securities reflected in column (a)) Upon exercise of options outstanding warrants and options rights warrants and rights =================================== ================= ================== ==================================================== Equity Compensation plans approved by security holders 5,304,323(1) 4.37 59,834(2) ================================= ================= ================== ==================================================== Equity compensation plans not approved by security holders ================================= ================= ================== ==================================================== Total: 5,304,323(1) 4.37 59,834(2) ================================= ================= ================== ==================================================== 1) Includes 63,607 Series B Preferred units authorized. The units include one share of Series B Preferred and one warrant. Both the Series B Preferred and the warrant can be converted into 28.169 shares of common stock. 2) The Amended and Restated 1999 Stock Option Plan reserved and made available for issuance 1,500,000 shares of our common stock, 1,440,166 options have been granted as of November 6, 2003. 10 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) Exhibits (numbered in accordance with Item 601 of Regulation S-K) 3.1 Company's Certificate of Incorporation 3.2 Company's Bylaws 31.1 Certification pursuant to Section 302 of Sarbanes-Oxley - James P. Jimirro 31.2 Certification pursuant to Section 302 of Sarbanes-Oxley - James Toll 32 Certification pursuant to Section 906 of Sarbanes-Oxley SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 18, 2003 By: /s/ James P. Jimirro --------------------------------------- James P. Jimirro, Chief Executive Officer By: /s/ James Toll --------------------------------------- James Toll, Chief Financial Officer 11