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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2009
or
[ ] 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: 1-11988
SPECTRUM GROUP INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-2365834
--------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
18061 Fitch
Irvine, CA 92614
(Address of Principal Executive Offices)
(Zip Code)
(949) 955-1250
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: Common Stock, par
value $.001 per share
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 [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
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 [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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. [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
Yes [ ] No [ ]
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 [ ] Accelerated Filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if smaller reporting
company)
Indicate by check mark whether the Company is a shell company (as defined in
Rule 12b-2 of the Act): [ ] Yes [X] No
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2
SPECTRUM GROUP INTERNATIONAL, INC.
FORM 10-K/A ANNUAL REPORT
For the Fiscal Year Ended June 30, 2009
Table of Contents
PART III Page
----
Item 10. Directors, Executive Officers and Corporate Governance 4
Item 11. Executive Compensation 6
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13
Item 13. Certain Relationships and Related Transactions and Director Independence 15
Item 14. Principal Accountant Fees and Services 15
3
Item 10. Directors, Executive Officers and Corporate Governance
Set forth below is information regarding the directors and executive officers of
the Company as of October 26, 2009.
Name Age Position(s)
- ---------------------------- ----- ------------------------------------------------------------------------------------------------
Antonio Arenas 53 Executive Chairman and Director
Gregory N. Roberts 47 Chief Executive Officer, President and Director
Thor Gjerdrum 42 Chief Financial Officer and Executive Vice President
Carol Meltzer 50 Chief Administrative Officer, Executive Vice President, General Counsel and Corporate Secretary
Jeffrey D. Benjamin 48 Director
James M. Davin 63 Director
George Lumby 64 Director
John Moorhead 57 Director
Christopher W. Nolan, Sr. 45 Director
Antonio Arenas, a director since 2006, has served as our Executive Chairman
since October 2007. Mr. Arenas has been a Managing Director and the Chief
Executive Officer of COALCA, S.A., a company involved in the sale and
distribution of consumer and pharmaceutical products, and land development in
the Canary Islands and Spain, since 1994.
Gregory N. Roberts, a director since February 2000, has served as our President
and Chief Executive Officer since March 2008. Mr. Roberts previously served as
the President of the Company's North American coin division, which includes
Spectrum Numismatics and A-Mark Precious Metals; Mr. Roberts had been President
of Spectrum Numismatics since the early 1990s. He is also a lifetime member of
the American Numismatic Association.
Thor Gjerdrum has served as our Chief Financial Officer and Executive Vice
President since June 2008. Prior to that, Mr. Gjerdrum has served as Chief
Financial Officer of A-Mark Precious Metals, Inc., a precious metals trading
company acquired by the Company in 2005, since 2002. From 1996 to 2001 Mr.
Gjerdrum held the positions of Vice President Finance/Treasurer of Global
Operations and Chief Operation Officer of European Operations with a publicly
traded international telecom company. From 1994 to 1996 Mr. Gjerdrum worked as
an Assistant Controller with BT Office Products International, (now Corporate
Express). Prior to 1994 Mr. Gjerdrum worked as an Accounting Manger and Auditor
with two firms. Mr. Gjerdrum became a licensed Certified Public Accountant in
1991 and holds a B.S. (in Accounting) degree from the University of Santa Clara.
Carol Meltzer has served as our Chief Administrative Officer since March 2008,
our Executive Vice President since May 2006 and our General Counsel since 2004,
and has provided legal services to the Company since 1995. She previously
practiced law at Stroock & Stroock & Lavan LLP and Kramer Levin Naftalis &
Frankel LLP.
Jeffrey D. Benjamin, a director since May 2009, has been a Senior Advisor to
Cyrus Capital Partners, L.P. since 2008, where he assists with distressed
investments. Mr. Benjamin also serves as a consultant to Apollo Management,
L.P., a private investment fund, and from September 2002 to June 2008, Mr.
Benjamin served as a senior advisor to Apollo Management, where he was
responsible for a variety of investments in private equity, high yield and
distressed securities. Mr. Benjamin is also a member of the Boards of Directors
of Harrah's Entertainment, Inc., Exco Resources, Inc. and Virgin Media Inc., and
is a trustee of the American Numismatic Society.
James M. Davin has been a director since February 2000. Since 1993, Mr. Davin
has been President of Davin Capital Corporation, a private investment company,
and Davin Capital, L.P., a private investment partnership. Mr. Davin is a former
member of the Advisory Board of the Georgetown University School of Business,
from which he graduated in 1967, and has been an active member of the National
Association of Securities Dealers (now known as the Financial Industry
Regulatory Authority, or FINRA), for which he was Chairman and Vice Chairman of
Governors in 1987 as well as a board member from 1985 until 1988.
4
George Lumby, a director since December 2006, served as a partner at
PricewaterhouseCoopers, where he acted as an auditor and a mergers and
acquisitions specialist, until 2003. In 2003, Mr. Lumby established his own firm
in Spain, which provides consulting services to companies involved in insolvency
and reorganization situations. Mr. Lumby is currently a Fellow of the Institute
of Chartered Accountants in England & Wales, a member of the Spanish Institute
of Chartered Accountants (Instituto de Censores Jurados de Cuentas de Espana)
and a member of the Spanish Official Register of Auditors (Registro Oficial de
Auditores de Cuentas ROAC).
John ("Jay") Moorhead, a director since June 2007, has been Managing Director of
Ewing Bemiss & Co, an investment banking firm, since 2009. Prior to joining
Ewing Bemiss, Mr. Moorhead was a managing director at Westwood Capital and
MillRock Partners boutique investment banking firms serving private middle
market and public growth companies. From 2001 to 2003, Mr. Moorhead was a
corporate finance partner at CE Unterberg Towbin.
Christopher W. Nolan, Sr., a director since June 2007, has been a Managing
Director in the Mergers & Acquisitions group of Rabo Securities USA, Inc., an
affiliate of Rabobank International, a Dutch agribusiness bank with offices in
New York, NY, since 2006, and was an Executive Director with the Mergers &
Acquisitions group of Rabobank International from 2002 through 2006. Mr. Nolan
currently serves on the Board of Directors, and as a member of the Audit
Committee, of United-Guardian, Inc. (NASDAQ: UG).
During the year ended June 30, 2009, Irving Kagan also served on our Board of
Directors. Mr. Kagan retired from our Board of Directors in May 2009. Also
during the fiscal year ended June 30, 2008, Matthew Walsh served as our acting
Chief Executive Officer and as our President and Chief Financial Officer, and as
a member of our Board of Directors. Mr. Walsh resigned from the Company in March
2008.
Compliance
Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons owning more than 10% of a registered class of the
Company's equity securities, to file with the SEC reports of their ownership of,
and transactions in, the Company's common stock or other equity securities. To
the Company's knowledge, based solely on a review of copies of such reports
furnished to the Company, during the fiscal year ended June 30, 2009, all of
such persons were in compliance with all applicable Section 16(a) reporting
requirements, except as follows: Greg Roberts and Carol Meltzer with respect to
certain Form 4 filings.
There are no family relationships among any of the Company's directors or
executive officers.
Code of Ethics
The Audit Committee of the Company's Board of Directors has adopted a Code of
Ethics for Senior Financial and Other Officers (the "Code of Ethics"), which
applies to the Company's Chief Executive Officer, Chief Financial Officer,
Controller and heads of major divisions, together with such other officers as
the Audit Committee may from time to time designate. A copy of the Code of
Ethics is filed herewith as Exhibit 14.1. To view the Code of Ethics, you may
also go to our internet website located at www.spectrumgi.com and click on
"Governance Policies." You may also obtain a printed copy of the Code of Ethics,
free of charge, by contacting us at the following address:
Spectrum Group International, Inc.
18061 Fitch
Irvine, California 92614
Telephone: (949) 955-1250
5
Audit Committee
The Company has a separately-designated standing Audit Committee established in
accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is
comprised of three members: James M. Davin (Chairman), Jay Moorhead and
Christopher W. Nolan, Sr. The Company's Board of Directors has determined that
each member of the Audit Committee is "independent" (as that term is currently
defined in Rule 5605(a)(2) and (c)(2) of the Nasdaq listing standards). We have
determined that no member of the Audit Committee qualifies as an "audit
committee financial expert," as defined in accordance with applicable SEC rules.
However, we believe that the members of our Board of Directors (including the
members of the Audit Committee) are collectively capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting.
Item 11. Executive Compensation.
The table below sets forth the compensation of three of the Company's named
executive officers for both 2009 and 2008. "Named executive officers" includes
SGI's President and Chief Executive Officer, Mr. Roberts, SGI's Chief Financial
Officer, Mr. Gjerdrum and SGI's General Counsel and Chief Administrative
Officer, Ms. Meltzer.
- -----------------------------------------------------------------------------------------------------------------------------------
Name and Principal Position Year Salary Bonus Stock Option Non-Equity All Other Total
($) ($) Awards(1) Awards(2) Incentive Plan Compensation ($)
($) ($) Compensation (3)
($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -----------------------------------------------------------------------------------------------------------------------------------
Gregory Roberts 2009 $ 450,000 $ - $ 363,490 $ - $ 2,495,000 $ 80,340 $ 3,388,830
------
Chief Executive Officer 2008 $ 543,750 $ - $ 237,171 $ - $ 919,819 $ 9,750 $ 1,710,490
President and Director ------
Thor Gjerdrum 2009 $ 215,000 $ - $ 84,156 $ - $ 2,530,000 $ 28,653 $ 2,857,809
------
Chief Financial Officer 2008 $ 165,000 $ - $ 14,585 $ 37,661 $ 589,000 $ 750 $ 806,996
Executive Vice President ------
Carol Meltzer 2009 $ 300,000 $ $ 93,126 $ - $ 460,000 $ 18,867 $ 871,993
------
Chief Administrative Officer 2008 $ 300,000 $ 135,000 $ 75,937 $ - $ - $ 10,750 $ 521,687
Executive Vice President ------
General Counsel
Corporate Secretary
(1) The amounts in this column are the expense recognized by us for
financial statement reporting purposes in fiscal 2009 and fiscal 2008
in accordance with FAS 123(R) for all awards of restricted stock
(including grants before the indicated fiscal year) that remained
unvested in any part of the fiscal year. For purposes of determining
such expense, the fair value of each award was the closing price per
share of our common stock on the date of grant.
6
(2) The amount in this column is the expense recognized by us for financial
statement reporting purposes in fiscal 2008 in accordance with FAS
123(R) for stock appreciation rights granted to a named executive
officer in fiscal 2006. Such expense amount was estimated using the
Black-Scholes option valuation methodology. The assumptions used to
calculate such expense for this award are summarized in Note 16 to our
consolidated financial statements included in our Annual Report on Form
10-K for the fiscal year ended June 30, 2009. The value, if any, that
ultimately may be realized by the executive from the exercise of the
stock appreciation right may differ substantially from the amount of
expense recognized for such award. No other expense resulting from
stock options or stock appreciation rights granted to the named
executive officers was recognized in fiscal 2009 or fiscal 2008.
(3) Amounts in this column, for fiscal 2009, include the value of the
discount applied in converting a portion of the cash annual incentive
awards into restricted stock units, as follows: Mr. Roberts, $70,590;
Mr. Gjerdrum, $27,903; Ms. Meltzer, $8,117. The amount for Mr. Roberts
includes $9,000 in fiscal 2009 as a car allowance. The amount for Ms.
Meltzer includes $10,000 in fiscal 2009 as a non-accountable expense
reimbursement. Also included for fiscal 2009, for each named executive
officer, is the $750 matching contribution from Spectrum to the
executive's account under our 401(k) plan.
Employment Agreements
Spectrum has entered into an employment agreement with three of its named
executive officers. In all cases, the employment agreements provide for certain
benefits, including medical insurance, vacation, reimbursement of business
expenses and payment of previously earned compensation upon any termination of
employment. Other principal terms of the employment agreements, as currently in
effect (unless otherwise noted), are as follows:
Greg Roberts: Mr. Roberts is employed as our Chief Executive Officer and
President under his employment agreement. The agreement, originally entered into
in December 2007, has a term extending until June 30, 2010. The agreement
provides that Mr. Roberts is entitled to nominate one person as a director if he
maintains beneficial ownership of at least 400,000 shares of common stock, and
an additional person as a director if he has beneficial ownership of at least
1,386,440 shares. (Beneficial ownership at a recent date is reflected below
under the caption "Beneficial Ownership Table").
The employment agreement provides for a base salary of $450,000 per year, and an
opportunity to earn a performance bonus. As in effect in fiscal year 2009, the
performance bonus was based on pre-specified percentages of profits of the
precious metals trading and collectibles businesses, the percentage of which
could vary upward if higher levels of return on equity were achieved, plus an
amount based on performance of the corporate division, with discretionary
adjustments based on achievement of pre-specified individual goals. The payout
amount for fiscal year 2009 was calculated as $2,495,000, reflected for 2009 in
the Summary Compensation Table above in the column captioned "Non-Equity
Incentive Plan Compensation." Eighty-four percent of this amount was paid in
cash, and the remainder was paid out in the form of 151,315 restricted stock
units which will vest June 30, 2010 (subject to accelerated vesting in specified
circumstances) and be settled September 10, 2010. For this purpose, the
restricted stock units were valued at 85% of the closing price of our stock on
October 9, 2009. The full value of the bonus including the portion allocated to
restricted stock units and the value of the discount, $70,590, has been included
in the All Other Compensation column above. For fiscal year 2010, we have agreed
with Mr. Roberts to provide an annual incentive based on similar performance
metrics, consisting of pre-specified percentages of profits of the precious
metals trading and collectibles businesses, consolidated corporate
profitability, and achievement of individual goals - with discretion given to
the Compensation Committee and Board to vary the payout upwards or downwards
based on their assessment of Spectrum's strategic performance for fiscal year
2010.
Mr. Roberts' employment agreement also provided for a grant of 75,000 shares of
restricted stock; this grant occurred on December 20, 2007, and vested or vests
as to 25,000 shares on each anniversary of the grant date in 2008, 2009 and
2010. We also have agreed to indemnify Mr. Roberts for liabilities arising out
of his employment, to provide a motor vehicle allowance of $750 per month, and
to pay all premiums and deductibles payable in connection with medical
insurance.
7
The employment agreement also provides for payment of a one-time bonus to Mr.
Roberts of $100,000 at the time we become current in our filings with the
Securities and Exchange Commission. This bonus was paid in October 2009
following the filing of our Report on Form 10-K for the year ended June 30,
2009.
In the event of a termination of Mr. Roberts' employment by us without cause or
by him for "Good Reason," we would be obligated to continue to pay his base
salary until June 30, 2010, and he would be entitled to a pro rata payment of
bonus for the year of termination based on the actual performance for the year.
The agreement contains terms intended to allow an acquiring company to retain
Mr. Roberts as a continuing employee with the value of the severance payment
partially satisfying payment obligations under a new employment agreement. "Good
Reason" would arise if we decreased or failed to pay salary or bonus required
under the agreement, or if Mr. Roberts ceased to be President and CEO of
Spectrum or his duties were materially diminished, or his place of employment
were relocated by more than 30 miles, or if there occurs a change in control of
Spectrum. In the event of termination of employment due to death or disability,
Spectrum's obligation to pay salary would cease, but a pro rata bonus for the
year of termination would be payable based on the actual performance achieved in
that year or, if so elected by the executive or his estate, a pro rata bonus
based on 50% of the bonus paid for the previous year. The agreement obligates
Mr. Roberts not to solicit employees or customers of the Company in ways harmful
to our business during the period in which severance is payable or for one year
following a termination for cause.
Thor C. Gjerdrum: Mr. Gjerdrum is employed as our Chief Financial Officer and
Executive Vice President under his employment agreement. The agreement,
originally entered into in July 2005, has a term extending until July 2010.
The employment agreement provides for a base salary of $165,000 per year (we
have raised this salary to a current rate of $215,000), and an opportunity to
earn a performance bonus. As in effect in fiscal year 2009, the performance
bonus was based on a pre-specified percentage of the pre-tax profit of the
precious metals trading business, a pre-specified percentage of our net pre-tax
income (subject to shareholder's equity exceeding a pre-set threshold), and an
amount based on performance of the corporate division, with discretionary
adjustments based on achievement of pre-specified individual goals. The payout
amount for fiscal year 2009 was calculated as $2,530,000, reflected for 2009 in
the Summary Compensation Table above in the column captioned "Non-Equity
Incentive Plan Compensation." Approximately 94% of this amount was paid in cash
, and the remainder was paid out in the form of 59,816 restricted stock units
which will vest June 30, 2010 (subject to accelerated vesting in specified
circumstances) and be settled September 10, 2010. For this purpose, the
restricted stock units were valued at 85% of the closing price of our stock on
October 9, 2009. The full value of the bonus including the portion allocated to
restricted stock units and the value of the discount, $27,903, has been included
in the All Other Compensation column above. For fiscal year 2010, we have agreed
with Mr. Gjerdrum to provide for annual incentive based on the same performance
metrics as in fiscal year 2009.
Mr. Gjerdrum's employment agreement also provided for a grant of 12,500 stock
appreciation rights ("SARs"), which occurred in 2005; these SARs are now fully
vested. The agreement also provides that we will pay all premiums in connection
with medical insurance.
In the event of a termination of Mr. Gjerdrum's employment by us without cause
(including a termination following a change in control) or by him for "Good
Reason," we would be obligated to continue to pay his base salary until the
termination date of the agreement (within one year) June 30, 2010. "Good Reason"
would arise if we were to decrease or fail to pay salary or bonus or were to
make a material adverse change in his job description or duties.
8
Carol Meltzer: Ms. Meltzer is employed as our General Counsel, Chief
Administrative Officer and Executive Vice President under her employment
agreement, as amended. The agreement, originally entered into in July 2006, has
a term extending until June 30, 2010.
The employment agreement provides for a base salary of $325,000 in fiscal year
2010 ($300,000 per year in fiscal year 2009), and an opportunity to earn a
performance bonus, the amount of which must be at least $100,000 per year for
fiscal years through fiscal year 2009. As in effect in fiscal year 2009, the
performance bonus was based on participation in the corporate division bonus
pool, with discretionary adjustments based on achievement of pre-specified
individual goals. The payout amount for fiscal year 2009 was calculated as
$460,000, reflected for 2009 in the Summary Compensation Table above in the
column captioned "Non-Equity Incentive Plan Compensation." Approximately 90% of
this amount was paid in cash, and the remainder was paid out in the form of
17,401 restricted stock units which will vest June 30, 2010 (subject to
accelerated vesting in specified circumstances) and be settled September 10,
2010. For this purpose, the restricted stock units were valued at 85% of the
closing price of our stock on October 9, 2009. The full value of the bonus
including the portion allocated to restricted stock units and the value of the
discount, $8,117, has been included in the All Other Compensation column above.
For fiscal year 2010, Ms. Meltzer will be eligible to receive a discretionary
bonus.
We also have agreed to provide Ms. Meltzer with a non-accountable expense
reimbursement of $10,000 per year, and have agreed to indemnify Ms. Meltzer for
liabilities arising out of her employment.
In connection with the extension of the employment agreement term for one year,
on June 26, 2009, we granted 50,000 shares of restricted stock to Ms. Meltzer.
The restricted stock vests 100% on June 30, 2010, subject to accelerated vesting
in the event of a termination of Ms. Meltzer's employment by us without cause or
by her for "Good Reason."
In the event of a termination of Ms. Meltzer's employment by us without cause or
by her for "Good Reason," we also would be obligated to pay a lump sum equal to
12 months' salary. "Good Reason" would arise if we decreased or failed to pay
salary or bonus required under the agreement, or if Ms. Meltzer ceased to be
General Counsel or Chief Administrative Officer of Spectrum or her duties were
materially diminished, or her place of employment were relocated by more than
100 miles, or if there occurs a change in control of Spectrum. In the event of
termination of employment due to death or disability, we would be obligated to
pay a lump sum equal to 12 months' salary and a prorata portion of such
specified bonus amount. The agreement imposes obligations on Ms. Meltzer
relating to competition with us and solicitation of employees, customers and
suppliers in ways harmful to our business during a one-year period following
employment.
The only retirement plan in which the named executive officers participate is
our 401(k) plan, open to all employees. Employees are permitted to elect to
contribute up to 15% of compensation, up to specified maximums. We contribute a
10% matching contribution under the plan, up to $750 for each employee. In
fiscal 2009, each of the named executive officers participated in the 401(k)
plan and received a $750 matching contribution (the matching contribution is
reflected in the "All Other Compensation" column of the Summary Compensation
Table above).
9
The following tables set forth information regarding stock awards, stock options
and similar equity compensation outstanding at June 30, 2009, whether granted in
fiscal 2009 or earlier.
Outstanding Equity Awards At Fiscal Year-End
Options Awards Stock Awards
- -------------------------------------------------------------------------------
Name Number of Number of Option Option Number of Market
Securities Securities Exercise Expiration Shares or Value of
Underlying Underlying Price Date Units of Stock Shares or
Unexercised Unexercised ($) That Have Not Units of
Options Options Vested Stock
(#) (#) (#) That Have
Exercisable Unexercisable Not
Vested
($) (1)
(a) (b) (c) (e) (f) (g) (h)
Gregory Roberts 22,500 14.22 3/31/2014 275,837 (2) 824,753
Chief Executive 22,500 2.80 7/31/2013
Officer 125,000 2.00 2/4/2013
President and Director
Thor Gjerdrum 95,395 (3) 285,231
Chief Financial
Officer
Executive Vice
President
Carol Meltzer 22,500 14.22 3/31/2014 107,502 (4) 321,431
Chief Administrative 22,500 2.80 7/31/2013
Officer 17,500 2.00 2/4/2013
Executive Vice 2,500 1.75 1/24/2012
President
General Counsel
Corporate Secretary
(1) Values are based on the June 30, 2009 closing price of our common
stock in over-the-counter market, $2.99 per share.
(2) Consists of 75,000 shares of restricted stock with a scheduled vesting
date of June 30, 2010, 49,522 shares of restricted stock granted as part of
fiscal 2008 bonus, which vested on August 29, 2009, and 151,315 restricted stock
units granted as part of fiscal 2009 bonus, with a scheduled vesting date of
June 30, 2010, with settlement to occur September 10, 2010. Vesting in some
cases will accelerate upon death, disability, a change in control or upon a
termination by us not for cause or by the executive for good reason.
(3) Consists of 35,579 shares of restricted stock granted as part of fiscal
2008 bonus, which vested on August 29, 2009, and 59,816 restricted stock units
granted as part of fiscal 2009 bonus, with a scheduled vesting date of June 30,
2010, with settlement to occur on September 10, 2010. Vesting in some cases will
accelerate upon death, disability, a change in control or upon a termination by
us not for cause or by the executive for good reason.
(4) Consists of 50,000 shares of restricted stock with a scheduled vesting
date of June 30, 2010, and 40,101 shares of restricted stock granted as part of
fiscal 2008 bonus, which vested on August 29, 2009, and 17,401 restricted stock
units granted as part of fiscal 2009 bonus, with a scheduled vesting date of
June 30, 2010, with settlement to occur on September 10, 2010. Vesting in some
cases will accelerate upon death, disability, a change in control or upon a
termination by us not for cause or by the executive for good reason.
10
Directors' Compensation
Under our Outside Directors' Compensation Policy for fiscal 2009, each
non-employee director was entitled to receive $20,000 per year plus $1,000 for
each Board and Committee meeting attended. In addition, the Chairman of the
Audit Committee received $5,000 per year, and each member of the Audit Committee
(including the Chairman) received $10,000 per year. In addition, each
non-employee director was entitled to receive Long-Term Incentive Awards,
representing the right to receive an amount, payable in stock, equal to the
appreciation in value of 10,000 shares (plus an additional 4,450 shares for
members of the Audit Committee) from the first business day of fiscal 2009 to
the Average Closing Price (as defined) for the period between June 1 and June 30
of each year. Total non-employee directors' meeting and committee fees for
fiscal 2009 were $307,000. Directors are also entitled to the protection of
certain indemnification provisions in SGI's certificate of incorporation and
bylaws.
11
The following table sets forth information regarding compensation earned by the
non-employee directors of the Company during the most recent fiscal year, as
well as by Mr. Arenas and Mr. Lumby, who are members of our Board of Directors
but receive compensation for services rendered to the Company, in the case of
Mr. Arenas, as Executive Chairman and co-administrator of the Company's Spanish
subsidiary Central de Compras Coleccionables, S.L. ("CdC") and, in the case of
Mr. Lumby, as co-administrator of CdC. The table shows the compensation to Mr.
Arenas and Mr. Lumby in all capacities.
Name Fees Stock Option Non-Equity Nonqualified All Other Total
Earned Awards Awards Incentive Deferred Compensation ($)
or ($) ($) Plan Compensation ($)
Paid Compensation Earnings
in Cash ($)
($)
(a) (b) (c) (d) (e) (f) (g) (h)
Jeffrey D. Benjamin - - - - - - -
James M. Davin 67,041 5,596 - - - - 72,637
John Moorhead 117,000(1) 5,596 - - - - 122,596
Christopher W. Nolan, Sr. 75,200 5,596 - - - - 80,796
Irving Kagan 77,628 11,261 - - - - 88,889
Antonio Arenas - 68,961 - - 693,117 762,078
George Lumby - 34,481 - - - 368,790 403,271
(1) Includes certain fees for services performed in the prior fiscal year.
We currently do not have an employment agreement with Mr. Arenas, but we have
agreed to employment terms that are expected to be incorporated into a
definitive agreement. These terms provide that Mr. Arenas will serve as our
Executive Chairman, for which we will pay to a corporation he controls an annual
retainer fee of $225,000, and the Compensation Committee and Board will
determine the amount of an annual discretionary bonus. Mr. Arenas' service is
not a full-time commitment, but he is required to account for his hours of
service. Our obligations under the agreement will terminate in the event Mr.
Arenas ceases to be Executive Chairman for any reason. For fiscal year 2009, the
Compensation Committee and Board approved a discretionary bonus to Mr. Arenas in
the amount of $460,000. Approximately 90% of this amount was paid in cash, and
the remainder was paid out in the form of 17,401 restricted stock units which
will vest on June 30, 2010 (subject to accelerated vesting in specified
circumstances), with settlement to occur on September 10, 2010. For this
purpose, the restricted stock units were valued at 85% of the closing price of
our stock on October 9, 2009. The full value of the bonus including the portion
allocated to restricted stock units and the additional value of the discount,
$8,117, has been included in the All Other Compensation column above. This bonus
was approved in recognition of his substantial contributions in the areas of
developing and implementing long-term and short-term growth strategies for the
Company.
We have agreed to pay Mr. Lumby an annual fee equal to 150,000 Euros for his
services on behalf of the Company's Spanish subsidiary, subject to adjustment
depending on hours worked. Mr. Lumby's service is not a full-time commitment.
For fiscal year 2009, the Compensation Committee and Board approved a
discretionary bonus to Mr. Lumby in the amount of $150,000. Ninety percent of
this amount was paid in cash, and the remainder was paid out in the form of
5,674 restricted stock units, which will vest on June 30, 2010 (subject to
accelerated vesting in specified circumstances), with settlement to occur on
September 10, 2010. For this purpose, the restricted stock units were valued at
85% of the closing price of our stock on October 9, 2009. The full value of the
bonus, including the portion allocated to restricted stock units and the
additional value of the discount, $2,646, has been included in the All Other
Compensation column above. This bonus was approved in recognition of Mr. Lumby's
efforts in assisting with the Company's European audit.
At June 30, 2009, Mr. Davin held vested and exercisable options to purchase
67,500 shares of Common Stock.
12
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholders Matters.
Principal Stockholders of the Company
- -------------------------------------
The following table shows certain information for any person who we know
"beneficially owned" 5% or more of SGI's common stock as of October 26, 2009.
Persons and groups that beneficially own in excess of 5% of the Company's common
stock are required to file certain reports with the Company and with the
Securities and Exchange Commission regarding such beneficial ownership. For
purposes of the table below and the table set forth under "Beneficial Stock
Ownership of Management," a person is deemed to be the beneficial owner of any
shares of common stock (1) over which the person has or shares, directly or
indirectly, voting or investment power, or (2) of which the person has a right
to acquire beneficial ownership at any time within 60 days after October 26,
2009. "Voting Power" is the power to vote or direct the voting of shares and
"investment power" includes the power to dispose or direct the disposition of
shares. We obtained the information provided in the following table from filings
with the SEC and from representations made by the persons listed below.
- --------------------------------------------------------------------------------
Name and Address of Amount and Nature Percent of
Beneficial Owner Of Beneficial Ownership Common Stock
- --------------------------------------------------------------------------------
Afinsa Bienes Tangibles, S.A.(1) 18,642,067 58.36% (2)
Lagasca 88, 28001 Madrid, Spain
- --------------------------------------------------------------------------------
(1) Afinsa Bienes Tangibles, S.A. ("Afinsa") beneficially owns 18,642,067
shares of SGI's common stock, including 271,514 shares held directly and
18,370,553 held through its wholly-owned subsidiary, Auctentia, S.L.
("Auctentia") Auctentia's address is Lagasca 88, 28001 Madrid, Spain.
(2) This percentage has been calculated based upon 31,941,105 shares of the
Company's common stock outstanding as of October 26, 2009.
13
Beneficial Stock Ownership of Management
- ----------------------------------------
The following table shows the number of shares of common stock beneficially
owned as of October 26, 2009, by each director, nominee for director, executive
officer named in the Summary Compensation Table and the directors and executive
officers of the Company as a group. Except as otherwise indicated below, each
named person has sole voting and sole investment power with respect to the
securities owned by him.
- --------------------------------------------------------------------------------------------------------------
Name of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Common Stock (1)
- --------------------------------------------------------------------------------------------------------------
Antonio Arenas(2) 30,202 *
- --------------------------------------------------------------------------------------------------------------
Jeffrey Benjamin (3) 1,009,375 3.1%
- --------------------------------------------------------------------------------------------------------------
James Davin (4) 86,183 *
- --------------------------------------------------------------------------------------------------------------
Thor Gjerdrum (5) 56,575 *
- --------------------------------------------------------------------------------------------------------------
George Lumby(6) 15,101 *
- --------------------------------------------------------------------------------------------------------------
Carol Meltzer (7) 171,644 *
- --------------------------------------------------------------------------------------------------------------
John Moorhead 2,433 *
- --------------------------------------------------------------------------------------------------------------
Christopher Nolan 2,433 *
- --------------------------------------------------------------------------------------------------------------
Greg Roberts (8) 937,826 2.9%
- --------------------------------------------------------------------------------------------------------------
All Executive Officers and Directors, as a group 2,311,772 7.1%
(9)
- --------------------------------------------------------------------------------------------------------------
* Less than 1%
(1) Based on 31,941,105 shares outstanding at October 26, 2009. The percentages
have been calculated in accordance with Rule 13d-3(d)(1)(I) under the Exchange
Act.
(2) Excludes 17,401 restricted stock units scheduled to be settled September 10,
2010.
(3) Includes 952,375 shares of common stock owned individually and 57,000 shares
owned through an IRA.
(4) Includes 18,683 shares of common stock and 67,500 options to acquire common
stock exercisable within 60 days of October 26, 2009.
(5) Includes 44,075 shares of common stock and 12,500 shares subject to stock
appreciation rights exercisable within 60 days of October 26, 2009. The number
of shares of common stock that can be acquired by exercise of the Stock
Appreciation Rights will vary with the market price of common stock; at October
26, 2009, the stock appreciation right was "out of the money" and, therefore, no
shares could be acquired by exercise of such right. Excludes 59,816 restricted
stock units scheduled to be settled September 10, 2010.
(6) Excludes 5,674 restricted stock units scheduled to be settled September 10,
2010.
(7) Includes 56,644 shares of common stock; 50,000 shares of restricted stock
vesting on June 30, 2010 (as to which Ms. Meltzer does not hold sole investment
power); and 65,000 options to acquire common stock exercisable within 60 days of
October 26, 2009. Excludes 17,401 restricted stock units scheduled to be settled
September 10, 2010.
14
(8) Includes 267,826 shares of common stock owned jointly by Mr. Roberts and his
wife; 425,000 shares owned by an entity owned 50% by Mr. Roberts, as to which
Mr. Roberts disclaims beneficial ownership; 75,000 shares of restricted stock
vesting on June 30, 2010 (as to which Mr. Roberts does not hold sole investment
power); and 170,000 shares that may be acquired by exercise of options that are
exercisable within 60 days of October 26, 2009. Excludes 151,315 restricted
stock units scheduled to be settled September 10, 2010.
(9) Includes 302,500 shares that may be acquired upon exercise of options that
are exercisable within 60 days of October 26, 2009, and 12,500 shares subject to
stock appreciation rights exercisable within 60 days of October 26, 2009 (see
also footnote (4) above). Includes 125,000 shares of restricted stock (as to
which the individuals do not hold sole investment power). Excludes 251,607
restricted stock units scheduled to be settled September 10, 2010.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The Company's Board of Directors has determined that the following members of
the Board of Directors qualify as "independent" as that term is currently
defined in Rule 5605(a)(2) of the Nasdaq listing standards: Mr. Benjamin, Mr.
Davin, Mr. Moorhead and Mr. Nolan, and that Mr. Kagan qualified as "independent"
under this standard during his service as a director in fiscal 2009.
Information regarding the Audit Committee and the independence of its members is
incorporated into this item by reference to such information set forth in Item
10 above. The Board also has a Compensation Committee and a Nominating and
Corporate Governance Committee. Messrs. Benjamin, Davin, Moorhead and Nolan
serve on the Compensation Committee. Messrs. Arenas, Benjamin, Davin, Lumby,
Moorhead and Nolan serve on the Nominating and Governance Committee.
Information regarding compensatory arrangements with Mr. Arenas and Mr. Lumby is
set forth above in Item 11.
Item 14. Principal Accounting Fees and Services.
The following table shows the fees paid or accrued by the Company for the audit
and other services provided by BDO Seidman, LLP ("BDO") for the most recent two
fiscal years.
Fees 2009 2008
------------------------------ ----------- -------------
Audit Fees (1) $ 1,001,712 $ 2,284,688
(1) Audit fees consisted of services rendered by the principal accountant for
the audit of our annual consolidated financial statements.
In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee
established policies and procedures under which all audit and non-audit services
performed by the Company's principal accountants must be approved in advance by
the Audit Committee. As provided in the Sarbanes-Oxley Act, all audit and
non-audit services must be pre-approved by the Audit Committee in accordance
with these policies and procedures. Based in part on consideration of the
non-audit services provided by BDO during fiscal year 2009 and 2008, the Audit
Committee determined that such non-audit services were compatible with
maintaining the independence of BDO.
15
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.
Date: October 28, 2009 SPECTRUM GROUP INTERNATIONAL, INC.
By: /s/ Gregory N. Roberts
-----------------------------------------
Name: Gregory N. Roberts
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title(s) Date
- ------------------------------ -------------------------------------------- -----------------------
/s/ Gregory N. Roberts President, Chief Executive Officer and October 28, 2009
- ------------------------------ Director
Gregory N. Roberts (Principal Executive Officer)
/s/ Thor Gjerdrum Chief Financial Officer and Executive Vice October 28, 2009
- ------------------------------ President
Thor Gjerdrum (Principal Financial Officer)
/s/ Jeffrey D. Benjamin Director October 28, 2009
- ------------------------------
Jeffrey D. Benjamin
/s/ James M. Davin Director October 28, 2009
- ------------------------------
James M. Davin
/s/ John Moorhead Director October 28, 2009
- ------------------------------
John Moorhead
/s/ George Lumby Director October 28, 2009
- ------------------------------
George Lumby
/s/ Christopher W. Nolan, Sr. Director October 28, 2009
- ------------------------------
Christopher W. Nolan, Sr.
16