UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by
the Registrant
x
Filed
by
a Party other than the Registrant
o
Check
the
appropriate box:
o
Preliminary
Proxy Statement
o
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
x
Definitive
Proxy Statement
o
Definitive
Additional Materials
o
Soliciting
Material Pursuant to §240.14a-12
HIGHLANDS
ACQUISITION CORP.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of filing fee (Check the appropriate box):
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
|
Title
of each class of securities to which transaction
applies:
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____________________________________________________
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2)
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Aggregate
number of securities to which transaction
applies:
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____________________________________________________
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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____________________________________________________
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4)
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Proposed
maximum aggregate value of transaction:
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____________________________________________________
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____________________________________________________
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o
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Fee
paid previously with preliminary
materials:
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid:
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____________________________________________________
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2)
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Form,
Schedule or Registration Statement No.:
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____________________________________________________
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____________________________________________________
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____________________________________________________
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HIGHLANDS
ACQUISITION CORP.
One
Paragon Drive, Suite 125
Montvale,
New Jersey 07645
April
29,
2008
To
Our
Stockholders:
On
behalf
of the Board of Directors of Highlands Acquisition Corp., I cordially invite
you
to attend the Annual Meeting of Stockholders to be held on Wednesday, June
4,
2008, at 2:00 p.m., Eastern Time, at One Landmark Square, 22
nd
Floor,
Stamford, Connecticut 06901.
The
accompanying Notice of Meeting and Proxy Statement cover the details of the
matters to be presented.
A
copy of
the 2007 Annual Report is included in this mailing.
REGARDLESS
OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, I URGE YOU TO VOTE BY
COMPLETING AND RETURNING YOUR PROXY CARD AS SOON AS POSSIBLE. YOUR VOTE IS
IMPORTANT AND WILL BE GREATLY APPRECIATED. RETURNING YOUR PROXY CARD WILL ENSURE
THAT YOUR VOTE IS COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE ANNUAL
MEETING.
Cordially,
HIGHLANDS
ACQUISITION CORP.
Dr.
Russell F. Warren
Chairman
of the Board of Directors
HIGHLANDS
ACQUISITION CORP.
Notice
of Annual Meeting of Stockholders
To
Be Held June 4, 2008
To
Our
Stockholders:
You
are
cordially invited to attend the Annual Meeting of Stockholders, and any
adjournments or postponements thereof (the “Meeting”), of Highlands Acquisition
Corp., which will be held on Wednesday, June 4, 2008, at 2:00 p.m. Eastern
Time,
at One Landmark Square, 22
nd
Floor,
Stamford, Connecticut 06901, for the following purposes:
1.
To
elect
the two Class A director nominees named in the accompanying Proxy
Statement to the Board of Directors of Highlands Acquisition Corp., each to
serve until the 2011 annual meeting of stockholders and until his successor
has
been duly elected and qualified;
2.
To
ratify
the appointment of McGladrey & Pullen, LLP as the independent registered
public accounting firm of Highlands Acquisition Corp. for the fiscal year ending
December 31, 2008; and
3.
To
transact such other business as may properly come before the Meeting or any
postponements or adjournments thereof, including proposals to postpone or
adjourn the Meeting.
Stockholders
of record at the close of business on April 18, 2008 are entitled to notice
of
and to vote at the Meeting or any postponements or adjournments
thereof.
YOUR
VOTE
IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING. RETURNING YOUR PROXY CARD WILL ENSURE THAT YOUR VOTE IS
COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE ANNUAL MEETING.
By
order of the Board of Directors
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|
Philip
A. Baratelli
|
Secretary
|
April
29,
2008
HIGHLANDS
ACQUISITION CORP.
One
Paragon Drive, Suite 125
Montvale,
New Jersey 07645
____________________
PROXY
STATEMENT
____________________
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD ON
June
4, 2008
INTRODUCTION
Proxy
Solicitation And General Information
This
Proxy Statement and the enclosed form of proxy card (the “Proxy Card”) are being
furnished to the holders of common stock, par value $.0001 per share, of
Highlands Acquisition Corp., a Delaware corporation (which is sometimes referred
to in this Proxy Statement as “Highlands Acquisition Corp.,” the “Company,”
“we,” “our” or “us”), in connection with the solicitation of proxies by our
Board of Directors for use at the Annual Meeting of Stockholders to be held
on
Wednesday, June 4, 2008, at 2:00 p.m. Eastern Time, at One Landmark Square,
22
nd
Floor,
Stamford, Connecticut 06901, and at any adjournments or postponements thereof
(the “Meeting”). Our principal executive offices are located at One Paragon
Drive, Suite 125, Montvale, New Jersey 07645. This Proxy Statement and the
Proxy
Card are first being sent to stockholders on or about April 30,
2008.
At
the
Meeting, stockholders will be asked:
1.
To
elect
the two Class A director nominees named in this Proxy Statement to
the Board of Directors of Highlands Acquisition Corp., each to serve until
the
2011 annual meeting of stockholders and until his successor has been duly
elected and qualified (Proposal 1);
2.
To
ratify
the appointment of McGladrey & Pullen, LLP as the independent registered
public accounting firm of Highlands Acquisition Corp. for the fiscal year ending
December 31, 2008 (Proposal 2); and
3.
To
transact such other business as may properly come before the Meeting or any
postponements or adjournments thereof, including proposals to postpone or
adjourn the Meeting.
The
Board
of Directors has fixed the close of business on April 18, 2008 as the record
date for the determination of stockholders entitled to notice of and to vote
at
the Meeting. Each such stockholder will be entitled to one vote for each share
of common stock held on all matters to come before the Meeting and may vote
in
person or by proxy authorized in writing.
Stockholders
are requested to complete, sign, date and promptly return the enclosed Proxy
Card in the enclosed envelope. Proxy Cards which are not revoked will be voted
at the Meeting in accordance with instructions contained therein. If the Proxy
Card is signed and returned without instructions, the shares will be voted
FOR
such
proposal, or in the case of the election of the Class A directors, as a vote
FOR
each
nominee for Class A director named in this Proxy Statement (Proposal 1). A
stockholder who so desires may revoke his previously submitted Proxy Card at
any
time before it is voted at the Meeting by: (i) delivering written notice to
us
at Highlands Acquisition Corp., One Paragon Drive, Suite 125, Montvale, New
Jersey, Attention: Philip A. Baratelli, Secretary; (ii) duly executing and
delivering a Proxy Card bearing a later date; or (iii) casting a ballot at
the
Meeting. Attendance at the Meeting will not in and of itself constitute a
revocation of a Proxy Card.
The
Board
of Directors knows of no other matters that are to be brought before the Meeting
other than as set forth in the Notice of Meeting. If any other matters properly
come before the Meeting, the persons named in the enclosed form of Proxy Card
or
their substitutes will vote in accordance with their best judgment on such
matters.
Record
Date; Shares Outstanding And Entitled To Vote; Quorum
Only
stockholders as of the close of business on April 18, 2008 (the “Record Date”)
are entitled to notice of and to vote at the Meeting. As of April 18, 2008,
there were 17,229,300 shares of our common stock outstanding and entitled to
vote, with each share entitled to one vote. See “Beneficial Ownership of Company
Common Stock By Directors, Officers and Principal Stockholders” for information
regarding the beneficial ownership of our common stock by our directors,
executive officers and stockholders known to us to own or control 5% or more
of
our common stock. The presence at the Meeting, in person or by duly authorized
proxy, of the holders of a majority of the outstanding shares of our common
stock entitled to vote constitute a quorum for the Meeting.
Our
common stock is quoted on the American Stock Exchange under the symbol “HIA”. As
of April 28, 2008, the last full trading date prior to the filing of this Proxy
Statement with the Securities and Exchange Commission, the reported closing
price for the common stock as quoted on the American Stock Exchange was
$9.00
.
Stockholders are urged to obtain the current market quotation for the shares
of
our common stock.
Required
Votes
The
presence at the Meeting, in person or by duly authorized proxy, of the holders
of a majority of the outstanding shares of our common stock entitled to vote
constitutes a quorum for the transaction of business. Each share of Highlands
Acquisition Corp. common stock entitles the holder to one vote on each matter
presented for stockholder action. For Proposal 1, the affirmative vote of a
plurality of the votes cast in person or by proxy is necessary for the election
of directors. For Proposal 2, the affirmative vote of a majority of votes cast
in person or by proxy is necessary for the ratification of the appointment
of
McGladrey & Pullen, LLP as the independent registered public accounting firm
of Highlands Acquisition Corp.
Brokers
holding shares for beneficial owners must vote those shares according to the
specific instructions they receive from beneficial owners. If specific
instructions are not received, brokers may be precluded from exercising their
discretion, depending on the type of proposal involved. Shares as to which
brokers have not exercised discretionary authority or received instructions
from
beneficial owners are considered “broker non-votes,” and will be counted for
purposes of determining whether there is a quorum. In addition, abstentions
will
be counted for purposes of determining whether there is a quorum.
Since
the
affirmative vote of a plurality of votes cast is required for the election
of the director nominees named in this Proxy Statement (Proposal 1),
abstentions and “broker non-votes” will have no effect on the outcome of such
election. Abstentions and “broker non-votes” will have the same effect as
negative votes with regard to the ratification of the appointment of McGladrey
& Pullen, LLP as the independent registered public accounting firm of
Highlands Acquisition Corp. (Proposal 2). An inspector of elections appointed
by
us will tabulate votes at the Meeting.
Proxy
Solicitation; Expenses
This
solicitation is being made by Highlands Acquisition Corp. Highlands Acquisition
Corp. will bear the costs of the solicitation of proxies for the Meeting. Our
directors, officers and employees may solicit proxies from stockholders by
mail,
telephone, telegram, e-mail, personal interview or otherwise. Such directors,
officers and employees will not receive additional compensation but may be
reimbursed for out-of-pocket expenses in connection with such solicitation.
Brokers, nominees, fiduciaries and other custodians have been requested to
forward soliciting material to the beneficial owners of our common stock held
of
record by them and such parties will be reimbursed for their reasonable
expenses.
List
of Stockholders
In
accordance with Delaware General Corporation Law (the “DGCL”), a list of
Stockholders entitled to vote at the Meeting will be available for ten days
prior to the Meeting, for any purpose germane to the Meeting, between the hours
of 10:00 a.m. and 5:00 p.m., local time, at our offices at One Paragon Drive,
Suite 125, Montvale, New Jersey 07645.
Voting
Confidentiality
Proxies,
ballots and voting tabulations are handled on a confidential basis to protect
your voting privacy. This information will not be disclosed to unrelated third
parties except as required by law.
IT
IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE STOCKHOLDERS’
INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU INTEND TO BE
PRESENT AT THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD TO ENSURE
THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE PRESENT AT THE MEETING AND
DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY CARD AND VOTE IN PERSON BY GIVING
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. PLEASE RETURN YOUR EXECUTED
PROXY CARD PROMPTLY.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth as of April 18, 2008 certain information regarding
the beneficial ownership of the common stock outstanding by (i) each person
known to us to own or control 5% or more of our common stock, (ii) each of
our
directors and nominees, (iii) each of our named executive officers, and (iv)
our
named executive officers, directors and nominees as a group. Unless otherwise
indicated, each of the stockholders shown in the table below has sole voting
and
investment power with respect to the shares beneficially owned. Unless otherwise
indicated, the address of each person named in the table below is c/o Highlands
Acquisition Corp., One Paragon Drive, Suite 125, Montvale, New
Jersey.
Name
|
|
Shares of Common Stock
Beneficially Owned
(1)
|
|
Percentage of
Common Stock
(2)
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Warren
B. Kanders
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2,183,600
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(3)
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12.7
|
%
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|
|
|
|
|
|
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|
T.
Rowe Price Associates, Inc.
T.
Rowe Price New Horizons Fund, Inc.
T.
Rowe Price Small-Cap Stock Fund, Inc.
100
East Pratt Street
|
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|
|
|
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Baltimore,
MD 21202
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1,800,000
|
(4)
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10.4%
|
(4)
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Highland
Equity LLC
One
Landmark Square, 22
nd
Floor
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Stamford,
CT 06901
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1,683,600
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(5)
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9.8
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%
|
|
|
|
|
|
|
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|
Russell
F. Warren, M.D.
|
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1,375,790
|
(6)
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8.0
|
%
|
|
|
|
|
|
|
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Russell
F. Warren, Jr.
|
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1,375,790
|
(7)
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8.0
|
%
|
|
|
|
|
|
|
|
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Robert
W. Pangia
|
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947,238
|
(8)
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5.5
|
%
|
|
|
|
|
|
|
|
|
David
M. Knott
Dorset
Management Corporation
485
Underhill Boulevard, Suite 205
|
|
|
|
|
|
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|
Syosset,
New York 11791
|
|
|
900,000
|
(9)
|
|
5.2%
|
(9)
|
|
|
|
|
|
|
|
|
Michael
A. Henning
|
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20,700
|
(10)
|
|
*
|
|
|
|
|
|
|
|
|
|
Leslie
D. Michelson
|
|
|
20,700
|
(10)
|
|
*
|
|
|
|
|
|
|
|
|
|
William
F. Owens
|
|
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20,700
|
(10)
|
|
*
|
|
|
|
|
|
|
|
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Ronnie
P. Barnes
|
|
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0
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Philip
A. Baratelli
|
|
|
0
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Gary
M. Julien
|
|
|
0
|
|
|
*
|
|
|
|
|
|
|
|
|
|
All
directors, nominees for directors and named executive officers
|
|
|
|
|
|
|
|
as
a group (10 persons)
|
|
|
3,888,484
|
(11)
|
|
22.6
|
%
|
*
|
|
Less
than one percent.
|
|
|
|
(1)
|
|
As
used in this table, a beneficial owner of a security includes any
person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or
direct
the voting of, such security or (b) investment power which includes
the
power to dispose, or to direct the disposition of, such security.
In
addition, a person is deemed to be the beneficial owner of a security
if
that person has the right to acquire beneficial ownership of such
security
within 60 days of April 18, 2008
|
|
|
|
(2)
|
|
The
applicable percentage of beneficial ownership is based on
17,229,300
shares
of common stock outstanding as of April 18, 2008.
|
|
|
|
(3)
|
|
Represents
1,683,600 shares held by Highland Equity LLC and 500,000 shares held
by
Kanders & Company, Inc., each an affiliate of Mr. Kanders. Does not
include 1,683,600 shares of common stock issuable upon exercise of
warrants held by Highland Equity LLC or 2,625,000 shares of common
stock
issuable upon exercise of warrants held by Kanders & Company, Inc.,
which warrants are not currently exercisable and will not become
exercisable within 60 days. Mr. Kanders, the non-member manager of
Highland Equity LLC, has voting and dispositive power over the shares
held
by Highland Equity LLC. Mr. Kanders, the President and principal
stockholder of Kanders & Company, Inc., has voting and dispositive
power over the shares held by Kanders & Company,
Inc.
|
|
|
|
(4)
|
|
Based
on information included in Schedule 13G/A filed by T. Rowe Price
Associates, Inc., T. Rowe Price New Horizons Fund, Inc. and T. Rowe
Price
Small-Cap Stock Fund, Inc. on February 13, 2008.
|
|
|
|
(5)
|
|
Does
not include 1,683,600 shares of common stock issuable upon exercise
of
warrants, which warrants are not currently exercisable and will not
become
exercisable within 60 days. The shares held by Highland Equity LLC
have
also been included in the number of shares beneficially owned by
Warren B.
Kanders in this table.
|
|
|
|
(6)
|
|
Represents
(i) 695,548 shares of common stock held by Fieldpoint Capital, LLC
of
which Dr. Warren has a 33% partnership interest and (ii) 680,242
shares of
common stock held by Ivy Healthcare Capital II, L.P. Dr. Warren is
a
principal of Ivy Capital Partners, the General Partner of Ivy Healthcare
Capital II, L.P. Does not include (i) 1,160,321 shares of common
stock
issuable upon exercise of warrants held by Fieldpoint Capital, LLC
or (ii)
1,134,787 shares of common stock issuable upon exercise of warrants
held
by Ivy Healthcare Capital II, L.P., all of which warrants are not
currently exercisable and will not become exercisable within 60 days.
Dr.
Warren does not have voting or dispositive power over the shares
held by
Fieldpoint Capital, LLC or Ivy Healthcare Capital II, L.P., and,
therefore, he disclaims beneficial ownership of such
shares.
|
|
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(7)
|
|
Represents
(i) 695,548 shares of common stock held by Fieldpoint Capital, LLC
of
which Mr. Warren is the manager and in which Mr. Warren has a 33%
partnership interest and (ii) 680,242 shares of common stock held
by Ivy
Healthcare Capital II, L.P. Mr. Warren is a principal of Ivy Capital
Partners, the General Partner of Ivy Healthcare Capital II, L.P.
and has
voting and dispositive power over such shares. Does not include (i)
1,160,321 shares of common stock issuable upon exercise of warrants
held
by Fieldpoint Capital, LLC or (ii) 1,134,787 shares of common stock
issuable upon exercise of warrants held by Ivy Healthcare Capital
II,
L.P., all of which warrants are not currently exercisable and will
not
become exercisable within 60 days. Mr. Warren has voting and dispositive
power over the shares held by Fieldpoint Capital, LLC and shares
voting
and dispositive power with Robert W. Pangia over the shares held
by Ivy
Healthcare Capital II, L.P.
|
|
|
|
(8)
|
|
Represents
(i) 266,995 shares of common stock held by Mr. Pangia and (ii) 680,242
shares of common stock held by Ivy Healthcare Capital II, L.P. Mr.
Pangia
is a principal of Ivy Capital Partners, the General Partner of Ivy
Healthcare Capital II, L.P. Does not include (i) 445,404 shares of
common
stock issuable upon exercise of warrants held by Mr. Pangia or (ii)
1,134,787 shares of common stock issuable upon exercise of warrants
hold
by Ivy Healthcare Capital, II, L.P., all of which warrants are not
currently exercisable and will not become exercisable within 60 days.
Mr.
Pangia shares voting and dispositive power with Russell F. Warren,
Jr.
over the shares held by Ivy Healthcare Capital II, L.P.
|
|
|
|
(9)
|
|
Based
on information included in Schedule 13G/A filed by David M. Knott
and
Dorset Management Corporation on February 13,
2008.
|
(10)
|
|
Does
not include 20,700 shares of common stock issuable upon exercise
of
warrants held by such individuals, which such warrants are not currently
exercisable and will not become exercisable within 60
days.
|
|
|
|
(11)
|
|
Does
not include (i) 7,111,212 shares of common stock issuable upon exercise
of
warrants held by such individuals, which warrants are not currently
exercisable and will not become exercisable within 60
days.
|
We
are
not aware of any material proceedings to which any of our directors, nominees
for director, executive officers, affiliates of the foregoing persons or any
security holder, including any owner of record or beneficially of more than
5%
of any class of our voting securities, is a party adverse to us or has a
material interest adverse to us.
PROPOSAL
1
ELECTION
OF DIRECTORS
Number
Our
Amended and Restated Certificate of Incorporation and our Bylaws provide that
our Board of Directors will consist of not less than one, nor more than nine
members, with such number to be fixed by our Board of Directors. The number
of
directors has been fixed at seven by our Board of Directors. Our Board of
Directors consists of seven members divided into three classes, designated
as
Class A, Class B and Class C. One class of directors is elected by the
stockholders at each annual meeting to serve until the third succeeding annual
meeting. Michael A. Henning and William F. Owens have been designated as Class
A
directors; Leslie D. Michelson and Ronnie P. Barnes have been designated as
Class B directors; and Russell F. Warren, M.D., Warren B. Kanders and Russell
F.
Warren, Jr. have been designated as Class C directors. Russell F. Warren,
M.D. serves as the Chairman of the Board of Directors. The Class A
directors will stand for election at the Meeting, the Class B directors will
stand for election at the 2009 annual meeting of stockholders and the Class
C
directors will stand for election at the 2010 annual meeting of stockholders.
Unless otherwise provided by law, any vacancy on our Board of Directors,
including a vacancy resulting from an increase in the number of directors,
may
be filled by the vote of a majority of the remaining directors then in office,
although less than a quorum, or by a sole remaining director. All directors
shall hold office until the expiration of their respective terms of office
and
until their respective successors shall have been elected and qualified. A
director elected to fill a vacancy resulting from the death, resignation or
removal of a director shall serve for the remainder of the full term of the
director whose death, resignation or removal shall have created such vacancy
and
until his successor shall have been elected and qualified.
Voting
Both
of
the nominees for election as Class A directors, Messrs. Henning and Owens,
are
currently members of our Board of Directors. If elected at the Meeting, each
nominee would serve until the 2011 annual meeting of stockholders and until
his
successor is elected and qualified.
Each
of
the director nominees named in this Proxy Statement will be elected by a
plurality of the votes of the shares of our common stock present in person
or
represented by proxy at the Meeting and entitled to vote on the election of
directors. Unless otherwise specified, each Proxy Card received will be voted
for the election of the two nominees named below. Each of the nominees has
consented to be named a nominee in this Proxy Statement and to serve as a
director if elected. Should any nominee becomes unable or unwilling to accept
a
nomination for election, the persons named in the enclosed Proxy Card will
vote
for the election of a nominee designated by the Board of Directors or will
vote
for such lesser number of directors as may be prescribed by the Board of
Directors in accordance with our Bylaws. Highlands Acquisition Corp. is not
aware of any nominee who will be unable to serve, or for good cause will not
serve, as a director.
Warren
B.
Kanders, a member of our Board of Directors, Russell F. Warren, Jr., a member
of
our Board of Directors, Robert W. Pangia, our Chief Executive Officer, certain
of their affiliates and our other founding stockholders have entered into a
stockholders agreement. Pursuant to the stockholders agreement, which will
continue to be in effect for a period of three years after the consummation
of
our initial business combination, if a party to the stockholders agreement
or
one of their affiliates is nominated to serve on our Board of Directors, all
parties to the agreement have agreed to vote in favor of the nominee.
Additionally, the parties to the stockholders agreement have agreed that if
any
party proposes to sell their shares of our common stock, they must first obtain
the consent of the other parties to the stockholders agreement (subject to
limited exceptions).
Biographical
Information for Nominees for Director and Directors
The
names
of the nominees for election as Class A directors at the Meeting and of the
incumbent Class B and Class C directors, and certain information about them,
including their ages as of April 18, 2008, is set forth below.
Name
|
|
Age
|
|
Position
with Highlands Acquisition Corp.
|
Nominee
for election as Class A director with term expiring in
2011:
|
|
|
|
|
Michael
A. Henning
|
|
67
|
|
Director
|
William
F. Owens
|
|
57
|
|
Director
|
|
|
|
|
|
Incumbent
Class B director with term expiring in 2009:
|
|
|
|
|
Leslie
D. Michelson
|
|
57
|
|
Director
|
Ronnie
P. Barnes
|
|
56
|
|
Director
|
Incumbent
Class C director with term expiring in 2010:
|
|
|
|
|
Russell
F. Warren, M.D.
|
|
68
|
|
Chairman
of the Board of Directors
|
Warren
B. Kanders
|
|
50
|
|
Director
|
Russell
F. Warren, Jr.
|
|
40
|
|
Director
|
Michael
A. Henning
has
been
a member of our Board of Directors since May 2007 and is the Chairman of the
Audit Committee of our Board of Directors. Since 2000, Mr. Henning has been
the
Chairman of the Audit Committee and member of the Compensation Committee, and
has previously served as the Vice Chairman of the Finance Committee, of the
Board of Directors of CTS Corporation, a NYSE-listed company that provides
electronic components to auto, wireless and PC businesses. In December 2002,
he
joined the Board of Directors of Omnicom Group Inc., a global communications
company, where he also serves on the Audit Committee and the Compensation
Committee. Mr. Henning is also a member of the Board of Directors, and serves
on
the Audit Committee, of Landstar System, Inc., a NASDAQ-listed transportation
and logistics services company, and Kanders Acquisition Company, Inc., a blank
check company formed for the purpose of acquiring an operating business. Mr.
Henning retired as Deputy Chairman from Ernst & Young in 2000 after forty
years with the firm. Mr. Henning was the inaugural CEO of Ernst & Young
International, serving from 1993 to 1999. From 1991 to 1993, he served as Vice
Chairman of Tax Services at Ernst & Young. Mr. Henning was also the Managing
Partner of the firm’s New York office, from 1985 to 1991, and the Partner in
charge of International Tax Services, from 1978 to 1985. From 1994 to 2000,
Mr.
Henning served as a Co-Chairman of the Foreign Investment Advisory Board of
Russia, where he co-chaired a panel of 25 CEOs from the G-7 countries who
advised the Russian government in adopting international accounting and tax
standards. Mr. Henning is presently on the Board of Trustees of St. Francis
College in Brooklyn, New York and St. Francis Prep, Queens, New York. Mr.
Henning received a B.B.A. from St. Francis College and a Certificate from the
Harvard University Advanced Management Program. Mr. Henning is a Certified
Public Accountant.
The
Honorable William F. Owens
has
been
a member of our Board of Directors since May 2007 and is a member of the Audit
Committee and the Chairman of the Nominating Committee of our Board of
Directors. Since March 2007, Mr. Owens has served as the non-executive Vice
Chairman of the Board of RBS Greenwich Capital, an institutional banking and
capital firm. Since January 2007, he has also been a principal of the JCB Group,
LLC, a land development firm with projects in the western United States and
an
affiliate of JF Companies, LLC. Mr. Owens is a Director of Key Energy Services,
Inc., a rig-based well service company providing oilfield services, Far Eastern
Shipping Company Plc, an integrated transportation company in the Russian
Federation, and Kanders Acquisition Company, Inc., a blank check company formed
for the purpose of acquiring an operating business. In January 2007, he joined
the University of Denver’s Institute for Public Policy Studies as a senior
fellow. Mr. Owens served as the 40th Governor of Colorado from 1999 to 2007.
Mr.
Owens served as a member of Colorado House of Representatives from 1983 to
1989,
the Colorado Senate from 1989 to 1995, and Colorado Treasurer from 1995 to
1999.
Before his political career, Mr. Owens worked for 20 years in the private sector
as a consultant with Deloitte and Touche, with the Gates Corporation, and as
director of a trade association. Mr. Owens received a B.S. from Stephen F.
Austin State University and a M.A. from the Lyndon B. Johnson School of Public
Affairs at the University of Texas at Austin.
Leslie
Michelson
has
been
a member of our Board of Directors since May 2007 and is a member of the Audit
Committee and Nominating Committee of our Board of Directors. Mr. Michelson
has
served as the Chairman and Chief Executive Officer of Private Health Management,
a retainer-based primary care medical practice management company since April
2007. Mr. Michelson served as Vice Chairman and Chief Executive Officer of
the
Prostate Cancer Foundation, the world’s largest private source of prostate
cancer research funding, from April 2002 until December 2006 and currently
serves on its Board of Directors. From April 2001 to April 2002, Mr. Michelson
was an investor in, and served as an advisor or director of, a portfolio of
entrepreneurial healthcare, technology and real estate companies. From March
2000 to August 2001, Mr. Michelson served as Chief Executive Officer and as
a
director of Acurian, Inc., an Internet company that accelerates clinical trials
for new prescription drugs. From 1999 to March 2000, Mr. Michelson served as
Managing Director of Saybrook Capital, LLC, an investment bank specializing
in
the real estate and health care industries. From June 1998 to February 1999,
Mr.
Michelson served as Chairman and Co-Chief Executive Officer of Protocare, Inc.,
a manager of clinical trials for the pharmaceutical industry and disease
management firm. From 1988 to 1998, Mr. Michelson served as Chairman and Chief
Executive Officer of Value Health Sciences, Inc., an applied health services
research firm he co-founded. Mr. Michelson is a director of Nastech
Pharmaceutical Company Inc., a NASDAQ-traded biotechnology company focused
on
innovative drug delivery technology. Mr. Michelson is a Director of ALS-TDI,
a
philanthropy dedicated to curing Amyotrophic Lateral Sclerosis (ALS), commonly
known as Lou Gehrig’s disease. Mr. Michelson received his B.A. from The Johns
Hopkins University and a J.D. from Yale Law School.
Ronnie
P. Barnes
has been
a member of our Board of Directors since April 2008. Mr. Barnes has been the
Vice President of Medical Services for the New York Giants professional football
team since 2003. Mr. Barnes served as the head trainer for the New York Giants
professional football team from 1980 until 2003. Mr. Barnes has served on the
National Athletic Trainers Association (“NATA”) Board of Certification for 10
years and currently serves as a board member at large of the NATA Research
and
Education Foundation, having previously served as its chairman for 4 years.
Mr.
Barnes is a member of the National Football League’s Subcommittee on Mild Brain
Trauma and Foot and Ankle Subcommittee and the NFL/NFL Players Association
Joint
Committee on the Medical Aspects of Professional Football. Mr. Barnes recently
completed a seven-year term as President of the Professional Football Athletic
Trainers Society. Mr. Barnes served as a director of Professional Sports Care
Management, Inc. from its founding in 1987 until October 1996. Mr. Barnes
received a B.S. degree from East Carolina University.
Russell
F. Warren, M.D.
has
served as our non-executive Chairman of the Board since our inception. Dr.
Warren is Surgeon-in-Chief Emeritus of Hospital for Special Surgery (“HSS”). Dr.
Warren has been on the surgical staff of HSS since 1977, and he continues to
serve on the HSS sports medicine service. Dr. Warren has been a member of the
Board of Trustees of HSS since 1993 and was recently honored with the hospital’s
Lifetime Achievement Award. Dr. Warren has also been Attending Orthopedic
Surgeon and Professor of Orthopedics at the Weill Medical College of Cornell
University since 1988. Dr. Warren served as Chairman of the Board of
Professional Sports Care Management, Inc. from 1991 through 1996. Dr. Warren
served as a former president of the American Orthopedic Society for Sports
Medicine, or AOSSM, and the American Shoulder & Elbow Society, or ASES. He
has been honored several times with the prestigious Charles S. Neer Award,
which
is given annually by ASES to the best paper in basic science. He has published
over 250 peer-reviewed scientific articles and is co-editor-in-chief of the
publication “Techniques in Shoulder and Elbow Surgery”. He patented a number of
his inventions to treat orthopedic conditions of the knee and shoulder. For
the
past 20 years, Dr. Warren has been the team doctor for the New York Giants
football team, overseeing all medical care for the players. He serves as a
Director of OrthoNet LLC, an orthopedic specialty benefit management company.
He
is also a member of the board of trustees for the National Football Foundation
and previously the Orthopedic Research and Education Foundation. Dr. Warren
received an A.B. from Columbia College and his medical degree from the State
University of New York Medical School in Syracuse. He completed his internship
and surgical residency training at St. Luke’s Hospital in New York, followed by
an orthopedic surgical residency at HSS and a fellowship in shoulder surgery
at
Columbia Presbyterian Medical Center. Dr. Warren is a co-founder of Ivy Capital
Partners, which is the General Partner of Ivy Healthcare Capital, L.P. and
Ivy
Healthcare Capital II, L.P. and is a partner of Fieldpoint Capital, LLC. Dr.
Warren is the father of Russell F. Warren, Jr., one of our
Directors.
Warren
B. Kanders
has been
a member of our Board of Directors since May 2007. Mr. Kanders has served as
the
President of Kanders & Company, a private investment firm owned and
controlled by Mr. Kanders that make investments in and renders consulting
services to public and private entities, since 1990 and as the Non-member
Manager of Highland Equity LLC, one of our founders, since May 2007. Since
August 2007, Mr. Kanders has served as Chairman of the Board and Chief Executive
Officer of Kanders Acquisition Company, Inc., a blank check company formed
for
the purpose of acquiring an operating business. Prior to the completion of
the
acquisition of Armor Holdings, Inc., formerly a New York Stock Exchange-listed
company and a manufacturer and supplier of military vehicles, armored vehicles
and safety and survivability products and systems to the aerospace and defense,
public safety, homeland security and commercial markets, by BAE Systems plc
on
July 31, 2007, he served as the Chairman of the Board of Armor Holdings, Inc.
since January 1996 and as its Chief Executive Officer since April 2003. Mr.
Kanders has served as a member of the Board of Directors of Clarus Corporation,
a publicly-held company formerly a provider of software solutions and currently
seeking to redeploy its assets through the acquisition of a target business,
since June 2002 and its Executive Chairman since December 2002. From April
2004
until October 2006, Mr. Kanders served as the Executive Chairman, and since
October 2006, has served as the Non-Executive Chairman of the Board of Stamford
Industrial Group, Inc., a publicly-held company that, through its subsidiary,
Concord Steel, is a leading independent manufacturer of steel counterweights.
Since November 2004, Mr. Kanders has served as the Chairman of the Board of
Directors of Langer, Inc., a Nasdaq-listed provider of orthotic and skin-care
products. From October 1992 to May 1996, Mr. Kanders served as Founder and
Vice
Chairman of the Board of Benson Eyecare Corporation, a distributor of eyecare
products and services. In 1987, Mr. Kanders founded and managed Great Pacific
Capital Inc., a New York-based investment company that managed the non-Canadian
assets of The Jim Pattison Group, one of Canada’s largest private companies. Mr.
Kanders began his career as an M&A banker at Morgan Stanley. He serves on
the boards of the Winston Churchill Foundation, the Whitney Museum of American
Art and has been a trustee of the Choate Rosemary Hall School for over ten
years
where he has served as Chairman of its Investment Committee. Mr. Kanders
received a B.A. degree in Economics from Brown University in 1979.
Russell
F. Warren, Jr.
has
been
a member of our Board of Directors since May 2007. Mr. Warren has 16 years
of
experience as an investor and entrepreneur. Mr. Warren began his career in
1991
as a co-founder and CEO of Professional Sports Care Management, Inc. which
he
helped develop into the largest chain of physical rehabilitation clinics in
the
New York tri-state region. Over a five year period, he led the company’s
expansion to over 35 centers. In 1997, Mr. Warren co-founded Ivy Equities,
an
affiliated diversified investment holding company that focuses on acquiring
commercial real estate. In February 2002, Mr. Warren co-founded Ivy Capital
Partners, the General Partner of Ivy Healthcare Capital L.P., and Ivy Healthcare
Capital II, L.P., to take advantage of a pipeline of investment opportunities
in
the orthopedic area of the healthcare market. To date, Ivy has funded 14
portfolio companies in the healthcare markets. Mr. Warren is the manager and
a
partner of Fieldpoint Capital, LLC. Presently Mr. Warren is Chairman of the
Board of IvyRehab Network Inc., a physical therapy and rehabilitation company,
and on the board of ONI Medical Systems, Inc., a provider of dedicated MRI
equipment for extremity imaging. Mr. Warren graduated from Princeton University
in 1989. Mr. Warren is the son of Dr. Russell F. Warren, the Chairman of our
Board of Directors.
The
affirmative vote of a plurality of the votes cast in person or by proxy at
the
Meeting is necessary for the election of the director nominees named in this
Proxy Statement (assuming a quorum of a majority of the outstanding shares
of
common stock is present).
The
Board recommends that stockholders vote FOR each of the above-named director
nominees.
INFORMATION
REGARDING BOARD OF DIRECTORS AND COMMITTEES
Corporate
Governance Guidelines and Documents
Our
Board
of Directors is committed to sound and effective corporate governance practices.
We have adopted a code of ethics that applies to our directors, officers and
employees and charters of our audit and nominating committees for the purpose
of
promoting honest and ethical conduct, full, fair, accurate, timely and
understandable disclosure in periodic reports required to be filed by Highlands
Acquisition Corp., and promoting compliance with all applicable rules and
regulations that apply to Highlands Acquisition Corp. and its officers and
directors. We have filed a copy of our code of ethics, audit committee charter
and nominating committee charter as exhibits 14, 99.1 and 99.2, respectively,
to
the registration statement on Form S-1 filed with the Securities and Exchange
Commission in connection with our initial public offering. Our code of ethics,
audit committee charter and nominating committee charter are available at
www.highlandscorp.com
,
our
internet website, at the tab “Investor Relations” by clicking the link to our
public filings with the Securities and Exchange Commission. In addition, a
copy
of these documents will be provided without charge upon request to us in writing
at One Paragon Drive, Suite 125, Montvale, New Jersey 07645, Attention:
Secretary. We intend to disclose any amendments or waivers of certain provisions
of our code of ethics, audit committee charter or nominating committee charter
in a Current Report on Form 8-K.
Board
of Directors
Our
Board
of Directors is currently comprised of the following seven members: Russell
F.
Warren, M.D., Warren B. Kanders, Russell F. Warren, Jr., Leslie D. Michelson,
Ronnie P. Barnes, William F. Owens, and Michael A. Henning. Highlands
Acquisition Corp. completed its initial public offering in October 2007. During
fiscal year 2007, our Board of Directors held one formal meeting and acted
by
written consent five times. All of the directors then in office attended at
least 75% of the total number of meetings of our Board of Directors and the
committees of our Board of Directors on which they served during fiscal year
2007. Standing committees of our Board of Directors include an audit committee
and a nominating committee.
As
previously disclosed in a Current Report on Form 8-K filed by us on February
15,
2008 with the Securities and Exchange Commission, William V. Campbell resigned
as a Class B director of Highlands Acquisition Corp. Mr. Campbell’s resignation
was due to other time commitments, and was not a result of any disagreement
with
us. On April 8, 2008, our Board of Directors appointed Ronnie P. Barnes to
our
Board of Directors to serve as a Class B director until the 2009 annual meeting
of stockholders and until his successor is duly elected and qualified or until
his earlier resignation or removal.
Director
Independence
The
listing requirements of the American Stock Exchange require that a majority
of
our Board of Directors must be composed of “independent directors” as defined
under the rules of the American Stock Exchange. Our Board of Directors has
determined that each of Leslie D. Michelson, Ronnie P. Barnes, Michael A.
Henning and William F. Owens are “independent directors” as such term is defined
under the rules of the American Stock Exchange and, therefore, that our Board
of
Directors is currently comprised of a majority of “independent directors.”
William V. Campbell, who resigned from our Board of Directors, was an
“independent director” as defined under the rules of the American Stock
Exchange.
Audit
Committee
The
audit
committee of our Board of Directors (the “Audit Committee”) is currently
comprised of Messrs. Henning, Michelson and Owens, with Mr. Henning serving
as
the Chairman. All of the members of our Audit Committee were determined by
our
Board of Directors to be “independent directors” as defined under the rules of
the American Stock Exchange and as defined in Rule 10A-3 promulgated under
the
Securities Exchange Act of 1934, as amended. Our Audit Committee will at all
times be composed of “independent directors” who are “financially literate” as
defined under the rules of the American Stock Exchange. In addition, we must
certify to the American Stock Exchange that the Audit Committee has, and will
continue to have, at least one member who has past employment experience in
finance or accounting, requisite professional certification in accounting,
or
other comparable experience or background that results in the individual’s
financial sophistication. Our Board of Directors has determined that Mr. Henning
satisfies the American Stock Exchange’s definition of financial sophistication
and also qualifies as an “audit committee financial expert” as defined under the
rules and regulations of the Securities and Exchange
Commission.
The
duties of the audit committee of our Board of Directors (the “Audit Committee”),
which are specified in the charter of the Audit Committee, include, but are
not
limited to:
|
∙
|
reviewing
and discussing with management and the independent auditor the annual
audited financial statements, and recommending to our Board of Directors
whether the audited financial statements should be included in our
Form
10-K;
|
|
∙
|
discussing
with management and the independent auditor significant financial
reporting issues and judgments made in connection with the preparation
of
our financial statements;
|
|
∙
|
discussing
with management major risk assessment and risk management
policies;
|
|
∙
|
monitoring
the independence of the independent
auditors;
|
|
∙
|
verifying
the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for
reviewing the audit as required by
law;
|
|
∙
|
reviewing
and approving all related-party
transactions;
|
|
∙
|
inquiring
and discussing with management our compliance with applicable laws
and
regulations;
|
|
∙
|
pre-approving
all audit services and permitted non-audit services to be performed
by our
independent auditor, including the fees and terms of the services
to be
performed;
|
|
∙
|
appointing
or replacing the independent
auditor;
|
|
∙
|
determining
the compensation and oversight of the work of the independent auditor
(including resolution of disagreements between management and the
independent auditor regarding financial reporting) for the purpose
of
preparing or issuing an audit report or related
work;
|
|
∙
|
establishing
procedures for the receipt, retention and treatment of complaints
received
by us regarding accounting, internal accounting controls or reports
which
raise material issues regarding our financial statements or accounting
policies; and
|
|
∙
|
approving
reimbursement of expenses incurred by our management team in identifying
potential target businesses.
|
The
Audit
Committee also prepares the Audit Committee report required by the rules of
the
Securities and Exchange Commission, and the report is included in this proxy
statement beginning on page 18. Our Board of Directors has adopted a written
charter for the Audit Committee, a copy of which was filed as exhibit 99.1
to
the registration statement on Form S-1 filed with the Securities and Exchange
Commission in connection with our initial public offering. The charter of our
Audit Committee is available at
www.highlandscorp.com
,
our
internet website, at the tab “Investor Relations” by clicking the link to our
public filings with the Securities and Exchange Commission. In addition, a
copy
of this document will be provided without charge upon request to us in writing
at One Paragon Drive, Suite 125, Montvale, New Jersey 07645, Attention:
Secretary. We intend to disclose any amendments or waivers of certain provisions
of the charter of our Audit Committee in a Current Report on Form 8-K. The
Audit
Committee had one formal meeting during fiscal year 2007.
Complaint
Procedures
Complaints
and concerns about accounting, internal accounting controls or auditing or
related matters pertaining to the Company may be submitted by writing to the
Chairman of the Audit Committee as follows: Highlands Acquisition Corp.,
Attention: Chairman of the Audit Committee, One Paragon Drive, Suite 125,
Montvale, New Jersey 07645. Complaints may be submitted on a confidential and
anonymous basis by sending them in a sealed envelope marked
“Confidential.”
Nominating
Committee
The
nominating committee of our Board of Directors (the “Nominating Committee”) is
currently comprised of Messrs. Owens and Michelson, with Mr. Owens serving
as
the Chairman. All of the members of the Nominating Committee were determined
by
our Board of Directors to be “independent directors” as such term is defined
under the rules of the American Stock Exchange. The Nominating Committee is
responsible for overseeing the selection of persons to be nominated to serve
on
our Board of Directors, including identifying, evaluating and nominating
candidates for election to our Board of Directors. The Nominating Committee
considers persons identified by its members, management, stockholders,
investment bankers and others. The Nominating Committee will consider nominees
recommended by stockholders. Information with respect to such proposed nominees
should be provided in writing to Highlands Acquisition Corp., Attention:
Secretary, at One Paragon Drive, Suite 125, Montvale, New Jersey 07645, who
will
submit them to the committee for its consideration. Such information should
include the name of the proposed nominee, and such information with respect
to
the proposed nominee as would be required under the rules and regulations of
the
Securities and Exchange Commission to be included in our Proxy Statement if
such
proposed nominee were to be included therein. In addition, the stockholder
shall
include a statement to the effect that the proposed nominee has no direct or
indirect business conflict of interest with us, and otherwise meets our
standards set forth below under the heading “Guidelines for Selecting Director
Nominees.” See “Requirements For Submission of Stockholder Proposals, Nomination
of Directors and Other Business of Stockholders” for information on certain
procedures that a stockholder must follow to nominate persons for election
as
directors. Our Board of Directors has adopted a written charter for the
Nominating Committee, a copy of which was filed as exhibit 99.2 to the
registration statement on Form S-1 filed with the Securities and Exchange
Commission in connection with our initial public offering. The charter of our
Nominating Committee is available at
www.highlandscorp.com
,
our
internet website, at the tab “Investor Relations” by clicking the link to our
public filings with the Securities and Exchange Commission. In addition, a
copy
of this document will be provided without charge upon request to us in writing
at One Paragon Drive, Suite 125, Montvale, New Jersey 07645, Attention:
Secretary. We intend to disclose any amendments or waivers of certain provisions
of the charter of our Nominating Committee in a Current Report on Form 8-K.
The
Nominating Committee did not meet during fiscal year 2007.
Guidelines
for Selecting Director Nominees
The
guidelines for selecting nominees, which are specified in the charter of the
Nominating Committee, generally provide that persons to be
nominated:
|
•
|
should
have demonstrated notable or significant achievements in business,
education or public service;
|
|
•
|
should
possess the requisite intelligence, education and experience to make
a
significant contribution to the Board of Directors and bring a range
of
skills, diverse perspectives and backgrounds to its deliberations;
and
|
|
•
|
should
have the highest ethical standards, a strong sense of professionalism
and
intense dedication to serving the interests of the stockholders.
|
The
Nominating Committee will consider a number of qualifications relating to
management and leadership experience, background and integrity and
professionalism in evaluating a person’s candidacy for membership on our Board
of Directors. The Nominating Committee may require certain skills or attributes,
such as financial or accounting experience, to meet specific needs of our Board
of Directors that arise from time to time. The Nominating Committee does not
distinguish among nominees recommended by stockholders and other
persons.
Compensation
Committee
Highlands
Acquisition Corp. does not have a standing compensation committee. Compensation
decisions are handled by our full Board of Directors. Our Board of Directors
believes this is appropriate since no compensation is paid to Highlands
Acquisition Corp.’s officers and directors. Our full Board of Directors, which
consists of a majority of independent directors, will assess and decide on
any
future compensation matters. None of the members of our Board of Directors
are
executive officers of Highlands Acquisition Corp.
The
Company presently occupies office space provided by Kanders & Company, Inc.,
an affiliate of each of Warren B. Kanders, a member of our Board of Directors,
Philip A. Baratelli our Chief Financial Officer, and Gary M. Julien, our Vice
President, Corporate Development, and Ivy Capital Partners, an affiliate of
each
of Robert W. Pangia, our Chief Executive Officer, Russell F. Warren, M.D.,
the
Chairman of our Board of Directors, and Russell F. Warren, Jr., a member of
our
Board of Directors. Such affiliates have agreed that, until the Company
consummates its initial business combination, they will make such office space,
as well as certain office and secretarial services, available to the Company.
The Company has agreed to pay Kanders & Company, Inc. and Ivy Capital
Partners an aggregate amount of $10,000 per month for such services. The Company
paid an aggregate of $30,000 to such affiliates through December 31, 2007
pursuant to this arrangement. This arrangement was agreed to by Kanders &
Company, Inc. and Ivy Capital Partners for our benefit and is not intended
to
provide any of our officers or directors or affiliates compensation in lieu
of
salary. We believe that such fees are at least as favorable as we could have
obtained from an unaffiliated third party.
Director
Compensation
Members
of our Board of Directors have not received any compensation for services
rendered and there will be no compensation, fees or other payments paid to
members of our Board of Directors prior to our initial business combination,
or
in connection with, our initial business combination. However, such individuals
will be reimbursed for any out-of-pocket expenses, incurred in connection with
activities on our behalf such as identifying potential acquisition targets
and
performing due diligence on suitable business combinations. There is no limit
on
the amount of these out-of-pocket, working capital and transaction related
expenses that could be incurred; provided, however, that to the extent such
out-of-pocket expenses exceed $500,000 of available proceeds not deposited
in
our trust account and interest income of up to $2.1 million on the balance
of
the funds in our trust account, such out-of-pocket expenses would not be
reimbursed by us unless we consummate our initial business combination. Our
Audit Committee will review and approve all payments made to our officers,
directors and affiliates, and any payments made to members of our Audit
Committee will be reviewed and approved by our Board of Directors, with the
interested director or directors abstaining from such review and approval.
No
determination has been made with respect to any director compensation subsequent
to our initial business combination.
Indemnification
We
indemnify our directors and officers to the fullest extent permitted by law
so
that they will be free from undue concern about personal liability in connection
with their service to the Company. Our amended and restated certificate of
incorporation and bylaws also provide that we will indemnify any of our
directors and officers, against any and all costs, expenses or liabilities
incurred by them by reason of having been a director or officer.
Involvement
in Certain Legal Proceedings
To
the
knowledge of Highlands Acquisition Corp, no director, executive officer, or
person nominated to become a director or executive officer has, within the
last
five years: (i) had a bankruptcy petition filed by or against, or a receiver,
fiscal agent or similar officer appointed by a court for, any business of such
person or entity with respect to which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years
prior
to that time; (ii) been convicted in a criminal proceeding or is currently
subject to a pending criminal proceeding (excluding traffic violations or
similar misdemeanors); (iii) been subject to any order, judgment or decree,
not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities or practice; (iv) been found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission or
the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
Director
Attendance at Annual Stockholder Meetings
Highlands
Acquisition Corp. invites the members of our Board of Directors to attend our
annual stockholder meetings.
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Our
Board
of Directors has appointed an Audit Committee consisting of three directors.
The
members of the Audit Committee are Michael A. Henning, Leslie D. Michelson
and
William F. Owens, with Michael A. Henning serving as chairman. Each of the
members of the Audit Committee is an “independent director” and is “financially
literate” as defined under the rules of the American Stock Exchange and
determined by our Board of Directors. In addition, our Board of Directors has
determined that Mr. Henning satisfies the American Stock Exchange’s definition
of “financial sophistication” and also qualifies as an “audit committee
financial expert” as defined under the rules and regulations of the Securities
and Exchange Commission.
Management
is responsible for Highlands Acquisition Corp.’s internal controls and the
financial reporting process. Our independent registered public accounting firm
is responsible for performing an independent audit of Highlands Acquisition
Corp.’s financial statements in accordance with the standards of the Public
Company Accounting Oversight Board (PCAOB) and to issue a report thereon.
The Audit Committee’s responsibility is to monitor and oversee these
processes.
The
Audit
Committee has met and had various discussions with management and our
independent registered public accounting firm. Management represented to the
Audit Committee that Highlands Acquisition Corp.’s financial statements were
prepared in accordance with generally accepted accounting principles applied
on
a consistent basis, and the Audit Committee has reviewed and discussed the
financial statements with management and the independent registered public
accounting firm.
|
∙
|
The
Audit Committee has discussed with the independent registered public
accounting firm the matters required to be discussed by Statement
on
Auditing Standards No. 61, as amended (Communication with Audit
Committees).
|
|
|
The
Audit Committee has received the written disclosures and the letter
from
the independent registered public accounting firm required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and has discussed with the independent registered public
accounting firm its independence from Highlands Acquisition Corp. and
its management. The Audit Committee also considered whether the
independent registered public accounting firm’s provision of audit and
non-audit services to Highlands Acquisition Corp. is compatible with
maintaining the independent registered public accounting firm’s
independence.
|
|
∙
|
The
Audit Committee discussed with the independent registered public
accounting firm the overall scope and plans for its audit. The Audit
Committee has discussed with the independent registered public accounting
firm, with and without management present, the results of the
audit.
|
Based
on
the reviews and discussions referred to above, the Audit Committee recommended
to the Board of Directors that the audited financial statements of Highlands
Acquisition Corp. for the fiscal year ended December 31, 2007 be included in
Highlands Acquisition Corp.’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
Submitted
by the Audit Committee of the Board of Directors:
Michael
A. Henning – Chairman
Leslie
D.
Michelson
William
F. Owens
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
Appointment
of Independent Registered Public Accounting Firm
The
Audit
Committee has selected McGladrey & Pullen, LLP (“M&P”) to be Highlands
Acquisition Corp.’s independent registered public accounting firm for the year
ending December 31, 2008, and recommends that the stockholders vote for
ratification of such appointment. In the event of a negative vote on such
ratification, the Audit Committee will reconsider its selection. Representatives
of M&P are expected to be present at the Meeting, will have the opportunity
to make a statement at the Meeting if they desire to do so, and will be
available to respond to appropriate questions.
Change
in Independent Registered Public Accounting Firm
As
previously disclosed in a Current Report on Form 8-K filed by us on January
9,
2008 with the Securities and Exchange Commission, Highlands Acquisition Corp.
was notified on January 8, 2008 that a majority of the partners of Goldstein
Golub Kessler LLP (“GGK”), the Company’s then independent registered public
accounting firm, became partners of M&P and, as a result thereof, GGK
resigned as the independent registered public accounting firm for Highlands
Acquisition Corp. On January 8, 2008, M&P was subsequently engaged as
Highlands Acquisition Corp.’s independent registered public accounting
firm.
The
audit
reports of GGK on the financial statements of Highlands Acquisition Corp. at
August 31, 2007 and from the period April 26, 2007 (inception) to August 31,
2007 did not contain an adverse opinion or a disclaimer of opinion, and were
not
qualified or modified as to uncertainty, audit scope or accounting principles,
except that the financial statements for the period ended August 31, 2007
included a going concern explanatory paragraph.
The
decision to engage M&P was approved by the Audit Committee.
During
the period from April 26, 2007 (inception) to December 31, 2007 and through
the date of this Current Report, there were: (i) no disagreements between
Highlands Acquisition Corp. and GGK on any matters of accounting principles
or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of GGK, would have
caused GGK to make reference to the subject matter of the disagreement in their
reports on Highland Acquisition Corp.’s financial statements for such years, and
(ii) no reportable events within the meaning set forth in
Item 304(a)(1)(v) of Regulation S-K.
During
the fiscal year ended December 31, 2007 and through January 8, 2008,
Highlands Acquisition Corp. did not consult with M&P on (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that may be rendered on
Highlands Acquisition Corp.’s financial statements, and M&P did not provide
either a written report or oral advice to Highlands Acquisition Corp. that
M&P concluded was an important factor considered by Highlands Acquisition
Corp. in reaching a decision as to any accounting, auditing, or financial
reporting issue; or (ii) any matter that was the subject of any disagreement,
as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions,
or
a reportable event within the meaning set forth in
Item 304(a)(1)(v) of Regulation S-K.
Principal
Accountant Fees and Services
The
following table represents the aggregate fees billed or expected to be billed
for services rendered by M&P and GGK for the fiscal year ended
December 31, 2007:
Audit
Fees - M&P
|
|
$
|
25,000
|
|
Audit
Fees – GGK
|
|
|
61,422
|
|
Audit-Related
Fees
|
|
|
—
|
|
Tax
Fees
|
|
|
—
|
|
All
Other Fees
|
|
|
—
|
|
|
|
|
|
|
Total
Fees
|
|
$
|
86,422
|
|
Audit
Fees
M&P
audit fees consist of fees for the audit of our year end financial statements.
GGK audit fees consist of the review of the interim financial statements as
of
September 30, 2007 included in our quarterly report on Form 10-Q and services
rendered in connection with our registration statements, including related
audits.
Audit-Related
Fees
We
did
not incur audit-related fees with M&P during the fiscal year ended
December 31, 2007.
Tax
Fees
We
did
not incur tax-related fees with M&P for the fiscal year ended December 31,
2007.
All
Other Fees
We
did
not incur any fees with M&P for the fiscal year ended December 31, 2007
other than those described above.
Auditor
Independence
The
Audit
Committee considers any non-audit services provided to determine that they
have no effect on M&P’s independence from Highlands Acquisition Corp.
There were no such non-audit services performed for the fiscal year ended
December 31, 2007.
Audit
Committee Pre-Approval of Services Performed by Independent Registered Public
Accounting Firm
The
Audit
Committee must review and pre-approve all audit and non-audit services provided
by our independent registered public accounting firm. These services may include
audit services, audit-related services, tax services and other services. In
conducting reviews of audit and non-audit services, the Audit Committee will
determine whether the provision of such services would impair the independence
of our independent registered public accounting firm. The Audit Committee
pre-approves particular services or categories of services on a case-by-case
basis.
All
of
the services of M&P and GGK for the fiscal year ended December 31, 2007,
described above, were pre-approved by the Audit Committee.
The
Board of Directors recommends a vote FOR the ratification of the appointment
of
McGladrey & Pullen, LLP.
EXECUTIVE
OFFICERS
The
following table sets forth the name, age and position of each of our executive
officers as of the date hereof. Our executive officers are appointed by and
serve at the discretion of the Board of Directors of Highlands Acquisition
Corp.
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Robert
W. Pangia
|
|
56
|
|
Chief
Executive Officer
|
Philip
A. Baratelli
|
|
40
|
|
Chief
Financial Officer, Secretary and Treasurer
|
Gary
M. Julien
|
|
38
|
|
Vice
President, Corporate Development
|
Robert
W. Pangia
has
served as our Chief Executive Officer since our inception. Mr. Pangia has 30
years of experience in the investment banking and private equity businesses
with
a particular emphasis on working with healthcare and technology companies.
In
February 2002, Mr. Pangia co-founded Ivy Capital Partners, the General Partner
of Ivy Healthcare Capital L.P. and Ivy Healthcare Capital II L.P., to take
advantage of a pipeline of investment opportunities in the orthopedic sector
of
the healthcare market. To date, Ivy Capital Partners has funded 17 portfolio
companies in the healthcare market. From 1997 to February 2003, Mr. Pangia
worked as a private merchant banker. From 1987 until 1996, Mr. Pangia worked
at
PaineWebber Incorporated, a wealth management services provider where he served
as Executive Vice President and Director of Investment Banking. He also held
a
number of senior management positions including: Member of the Board of
Directors of PaineWebber Incorporated, member of the firm’s executive and
operating committees and Chairman of the firm’s equity commitment committee.
From 1977 to 1986, Mr. Pangia worked as an investment banker for Kidder, Peabody
& Co. Inc., and from 1986 to 1987, Mr. Pangia was a Managing Director in the
investment banking division of Drexel Burnham Lambert. Mr. Pangia is currently
serving as a director for two Ivy portfolio companies: Gentis, Inc., a
privately-held company that has developed a proprietary implant for restoring
the normal function of a degenerated intervertebral disc and Auriga Medical
Products, GmbH, a distributor of orthopedics products in Northern Germany.
In
addition, Mr. Pangia is currently a director of Biogen Idec Inc., a
Nasdaq-listed biotechnology company, and McAfee, Inc., a New York Stock Exchange
listed supplier of computer security solutions. Mr. Pangia was formerly a
Director of Icos Corporation, a biotechnology company that was acquired by
Eli
Lilly and Company, Athena Neurosciences, a research-based pharmaceutical
company, Ryan Beck Corporation, a financial services firm providing investment
banking and equity research services to companies in a variety of industries,
and Scandius BioMedical, Inc., a previous portfolio company of Ivy Healthcare
Capital L.P. that was acquired by Covidien Ltd. On November 13, 2007, Mr. Pangia
received an A.B. from Brown University and an M.B.A. with distinction from
the
Columbia University Graduate School of Business.
Philip
A. Baratelli
has
served as our Chief Financial Officer since our inception. Since August 2007,
Mr. Baratelli has served as Chief Financial Officer, Treasurer and Secretary
of
Kanders Acquisition Company, Inc., a blank check company formed with the purpose
of acquiring a business not limited to a particular industry. Since February
2007, Mr. Baratelli has served as Chief Financial Officer for Kanders &
Company, Inc., a private investment firm principally owned and controlled by
Warren B. Kanders that makes investments in and provides consulting services
to
public and private entities, and Clarus Corporation, a publicly-held company,
formerly a provider of software solutions and currently seeking to redeploy
its
assets through the acquisition of a target business. From June 2001 to February
2007, Mr. Baratelli was the Corporate Controller and Treasurer of Armor
Holdings, Inc., a manufacturer and supplier of military vehicles, armored
vehicles and safety and survivability products and systems serving aerospace
and
defense, public safety, homeland security and commercial markets. From February
1998 to February 2001, Mr. Baratelli was employed by PricewaterhouseCoopers
LLP
in various positions ranging from Associate to Senior Associate. From 1991
to
1997, Mr. Baratelli worked for Barnett Banks, Inc. in various finance and credit
analysis positions. Mr. Baratelli received a B.S. from Florida State University
and a Bachelor of Business Administration in accounting from the University
of
North Florida in 1995. Mr. Baratelli is a Certified Public
Accountant.
Gary
M. Julien
has
served as our Vice President, Corporate Development since our inception. Since
August 2007, Mr. Julien has served as Vice President, Corporate Development
of
Kanders Acquisition Company, Inc. a blank check company formed with the purpose
of acquiring a business not limited to a particular industry. Since January
2007, Mr. Julien has served as Vice President, Corporate Development for Kanders
& Company and Clarus Corporation, where his primary responsibilities include
sourcing, negotiating and consummating acquisitions, investments and related
transactions. From January 2003 to December 2006, Mr. Julien was Vice President,
Corporate Development for Armor Holdings, Inc. where he oversaw all mergers,
acquisitions and divestitures for the company, executing 15 transactions during
this period. From March 2002 through January 2003, Mr. Julien founded and was
President of Sequent Capital Advisors, a financial advisory firm focused on
secondary transactions in the private equity and venture capital market. From
1998 to March 2002, Mr. Julien was Director of Corporate Development for Global
Crossing Ltd., a developer and owner of a global fiber optic telecommunications
network, where he led and supported several mergers and acquisitions, joint
ventures and minority investments. Mr. Julien began his career at Turner
Broadcasting and worked at Bear Stearns in equity research while attending
graduate business school. He received a B.S. from the Newhouse School of
Communications at Syracuse University and an M.B.A. with honors from the
Columbia University Graduate School of Business.
COMPENSATION
DISCUSSION AND ANALYSIS
Highlands
Acquisition Corp. will pay no compensation, fees or other payments to Highlands
Acquisition Corp. executive officers and directors prior to our initial business
combination, or for any services rendered in order to effectuate the
consummation of our initial business combination. Highlands Acquisition Corp.
compensation philosophy and objectives will be developed to match our business
after completion of our initial business combination. Since no compensation
has
been paid, the compensation tables are omitted from this filing.
Executive
Compensation
Our
executive officers have not received any compensation for services rendered
and
there will be no compensation, fees or other payments paid to our executive
officers prior to our initial business combination, or in connection with,
our
initial business combination. However, such individuals will be reimbursed
for
any out-of-pocket expenses incurred in connection with activities on our behalf
such as identifying potential acquisition targets and performing due diligence
on suitable business combinations. There is no limit on the amount of these
out-of-pocket expenses that could be incurred; provided, however, that to the
extent such our-of-pocket expenses exceed $500,000 of available proceeds not
deposited in our trust account and interest income of up to $2.1 million on
the
balance of the funds in our trust account, such out-of-pocket expenses would
not
be reimbursed by us unless we consummate our initial business combination.
Our
Audit Committee will review and approve all payments made to our officers,
directors and affiliates, and any payments made to members of our Audit
Committee will be reviewed and approved by our Board of Directors, with the
interested director or directors abstaining from such review and approval.
No
determination has been made with respect to any executive officer compensation
subsequent to our initial business combination.
Compensation
Committee Interlocks and Insider Participation
Highlands
Acquisition Corp. does not have a standing compensation committee. Compensation
decisions are handled by our full Board of Directors. Our Board of Directors
believes this is appropriate since no compensation is paid to Highlands
Acquisition Corp.’s officers and directors. Our full Board of Directors, which
consists of a majority of independent directors, will assess and decide on
any
future compensation matters. None of the members of our Board of Directors
are
executive officers of Highlands Acquisition Corp.
The
Company presently occupies office space provided by Kanders & Company, Inc.,
an affiliate of each of Warren B. Kanders, a member of our Board of Directors,
Philip A. Baratelli our Chief Financial Officer, and Gary M. Julien, our Vice
President, Corporate Development, and Ivy Capital Partners, an affiliate of
each
of Robert W. Pangia, our Chief Executive Officer, Russell F. Warren, M.D.,
the
Chairman of our Board of Directors, and Russell F. Warren, Jr., a member of
our
Board of Directors. Such affiliates have agreed that, until the Company
consummates its initial business combination, they will make such office space,
as well as certain office and secretarial services, available to the Company.
The Company has agreed to pay Kanders & Company, Inc. and Ivy Capital
Partners an aggregate amount of $10,000 per month for such services. The Company
paid an aggregate of $30,000 to such affiliates through December 31, 2007
pursuant to this arrangement. This arrangement was agreed to by Kanders &
Company, Inc. and Ivy Capital Partners for our benefit and is not intended
to
provide any of our officers or directors or affiliates compensation in lieu
of
salary. We believe that such fees are at least as favorable as we could have
obtained from an unaffiliated third party.
Compensation
Committee Report
Highlands
Acquisition Corp.’s Board of Directors does not maintain a standing compensation
committee since it does not compensate its officers or directors.
The
Highlands Acquisition Corp. Board of Directors and management have reviewed
and
discussed the Compensation Discussion and Analysis required by Item 402(b)
of
Regulation S-K. Based on that review and discussion, our Board of Directors
has
recommended that the Compensation Discussion and Analysis be included in this
Proxy Statement; however, because Highlands Acquisition Corp. does not
compensate its officers and directors, there is no relevant disclosure for
this
section.
Russell F. Warren, M.D., Chairman of the Board of Directors
|
Warren
B. Kanders
|
Russell
F. Warren, Jr.
|
Leslie
D. Michelson
|
Ronnie
P. Barnes
|
William
F. Owens
|
Michael
A. Henning
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The
Company presently occupies office space provided by Kanders & Company, Inc.,
an affiliate of each of Warren B. Kanders, a member of our Board of Directors,
Philip A. Baratelli our Chief Financial Officer, and Gary M. Julien, our Vice
President, Corporate Development, and Ivy Capital Partners, an affiliate of
each
of Robert W. Pangia, our Chief Executive Officer, Russell F. Warren, M.D.,
the
Chairman of our Board of Directors, and Russell F. Warren, Jr., a member of
our
Board of Directors. Such affiliates have agreed that, until the Company
consummates its initial business combination, they will make such office space,
as well as certain office and secretarial services, available to the Company.
The Company has agreed to pay Kanders & Company, Inc. and Ivy Capital
Partners an aggregate amount of $10,000 per month for such services. The Company
paid an aggregate of $30,000 to such affiliates through December 31, 2007
pursuant to this arrangement. This arrangement was agreed to by Kanders &
Company, Inc. and Ivy Capital Partners for our benefit and is not intended
to
provide any of our officers or directors or affiliates compensation in lieu
of
salary. We believe that such fees are at least as favorable as we could have
obtained from an unaffiliated third party.
OTHER
MATTERS
As
of the
date of this Proxy Statement, our Board of Directors does not intend to present
any other matter for action at the Meeting other than as set forth in the Notice
of Annual Meeting and this Proxy Statement. If any other matters properly come
before the Meeting, it is intended that the shares represented by the proxies
will be voted, in the absence of contrary instructions, in the discretion of
the
persons named in the Proxy Card.
YOUR
VOTE
IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING. RETURNING YOUR PROXY CARD WILL ENSURE THAT YOUR VOTE IS
COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE ANNUAL MEETING.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
and executive officers and any persons who own more than 10% of our capital
stock to file with the Securities and Exchange Commission (and, if such security
is listed on a national securities exchange, with such exchange), various
reports as to ownership of such capital stock. Such persons are required by
the
Securities and Exchange Commission’s regulations to furnish us with copies of
all Section 16(a) forms they file.
To
our
knowledge, based solely upon reports and representations submitted by the
directors, executive officers and holders of more than 10% of our capital stock
during the fiscal year ended December 31, 2007, we believe that all Section
16(a) forms showing ownership of and changes of ownership in our capital stock
during the 2007 fiscal year were timely filed with the Securities and Exchange
Commission.
Annual
Report
A
copy of
our Annual Report to Stockholders, which includes financial statements, is
being
mailed with this Proxy Statement.
We
have filed our Annual Report on Form 10-K for the fiscal year ended December
31,
2007 with the Securities and Exchange Commission, which is available free of
charge at the Securities and Exchange Commission’s web site at
www.sec.gov
.
We will provide, without charge, to each stockholder as of the Record Date,
upon
our receipt of a written request of such stockholder, a copy of our Annual
Report on Form 10-K for the year ended December 31, 2007, including the
financial statements and schedules, as filed with the Securities and Exchange
Commission. Stockholders should direct the written request to
Highlands
Acquisition Corp., One Paragon Drive, Suite 125, Montvale, New Jersey, Attention
Secretary.
Stockholder
Communications
Stockholders
of Highlands Acquisition Corp. may send communications to our Board of Directors
or any committee thereof by writing to our Board of Directors or any committee
thereof c/o Highlands Acquisition Corp., Attention: Secretary, One Paragon
Drive, Suite 125, Montvale, New Jersey 07645. The Secretary will distribute
all
stockholder communications to the intended recipients and/or distribute to
our
entire Board of Directors, as appropriate. Stockholders may indicate in their
letters if their communication is intended to be provided to a certain director
or certain group of directors only.
In
addition, stockholders may also contact non-management directors as a group
or
any individual director by writing to the non-management directors or the
individual director, as applicable, c/o Highlands Acquisition Corp., One Paragon
Drive, Suite 125, Montvale, New Jersey 07645.
Requirements
for Submission of Stockholder Proposals, Nomination of Directors and Other
Business of Stockholders
Under
the
rules of the Securities and Exchange Commission, for a stockholder nomination
of
a person for election to our Board of Directors or other proposal to be
considered at an annual meeting of stockholders, the stockholder must give
timely notice thereof in writing to us at our principal executive
offices.
If
a
stockholder wants us to include a proposal in our proxy statement or proxy
card
for presentation at our 2009 annual meeting of stockholders pursuant to Rule
14a-8 (“Rule 14a-8”) promulgated under the Securities Exchange Act of 1934, as
amended, the proposal must be received by us at our principal executive offices
by December 31, 2008 (or, if the 2009 annual meeting of stockholders is called
for a date not within 30 calendar days before or after June 4, 2009, within
a
reasonable time before we begin to print and mail our proxy materials for the
meeting). The proposal should be sent to our principal executive offices at:
Highlands Acquisition Corp., One Paragon Drive, Suite 125, Montvale, New Jersey
07645, Attention: Secretary, and must include the information and
representations that are set out in Rule 14a-8.
Under
our
bylaws, and as permitted by the rules of the Securities and Exchange Commission,
certain procedures are provided that a stockholder must follow to nominate
persons for election as directors or to introduce an item of business at a
meeting of our stockholders outside of the requirements set forth in Rule 14a-8.
These procedures provide that nominations for director nominees and/or an item
of business to be introduced at a meeting of our stockholders must be submitted
in writing to the Secretary of the Company at our principal executive offices.
Any written submission by a stockholder including a director nomination and/or
item of business to be presented at a meeting of our stockholders must comply
with the procedures and such other requirements as may be imposed by our bylaws,
Delaware law, the American Stock Exchange, the rules and regulations of the
Securities and Exchange Commission and must include the information necessary
for our Board of Directors to determine whether the candidate qualifies as
independent under the American Stock Exchange’s rules.
We
must
receive notice of the intention to introduce a director nomination or to present
an item of business at our 2009 annual meeting of stockholders (a) between
March
5, 2009 and April 5, 2009 if our 2009 annual meeting of stockholders is held
within thirty (30) days before or after June 4, 2009 or (b) not later than
the
close of business on the tenth (10
th
)
day
following the day on which the notice of the 2009 annual meeting of stockholders
is mailed or public disclosure of the date of the 2009 annual meeting of
stockholders is made, whichever occurs first, in the event that less than
seventy (70) days notice or prior public disclosure of the date of the 2009
annual meeting of stockholders is given or made to stockholders.
If
we do
not receive notice within the prescribed dates, or if we meet other requirements
of the Securities and Exchange Commission rules, the persons named as proxies
in
the proxy materials relating to that meeting will use their discretion in voting
the proxies when these matters are raised at the meeting.
In
addition, nominations or proposals not made in accordance herewith may be
disregarded by the chairman of the meeting in his discretion, and upon his
instructions all votes cast for each such nominee or for such proposals may
be
disregarded.
FOR
THE BOARD OF DIRECTORS
|
|
Philip
A. Baratelli
|
Secretary
|
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