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 (Amendment No.____)
Filed by the Registrant
þ
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)
)
|
þ
|
|
Definitive Proxy Statement
|
o
|
|
Definitive Additional Materials
|
o
|
|
Soliciting Material Pursuant to §240.14a-12
|
HELIOS AND MATHESON NORTH AMERICA INC.
(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):
þ
|
|
No fee required.
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
|
o
|
|
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.
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Date Filed:
|
|
|
|
|
|
|
|
|
|
April 8, 2011
Dear Shareholder:
You are cordially invited to attend Helios and Matheson North America Inc.s Annual Meeting on
May 2, 2011. The meeting will begin promptly at 10:00 a.m. at the Companys headquarters located
at 200 Park Avenue South, Suite 901, New York, New York 10003.
The official Notice of Annual Meeting of Shareholders, proxy statement, proxy card and return
envelope are included with this letter. Also enclosed is the Helios and Matheson North America
Inc.s Annual Report to shareholders for the year ended December 31, 2010. The matters listed in
the Notice of the Annual Meeting of Shareholders are described in detail in the proxy statement.
The vote of every shareholder is important. Please review carefully the enclosed materials
and then sign, date and promptly mail your proxy. If you sign and return your proxy card without
giving any instruction, it will be voted as the Board of Directors recommends.
The Board of Directors and management look forward to greeting those shareholders who are able
to attend.
|
|
|
|
|
|
|
Sincerely,
|
|
|
|
|
|
|
|
|
|
HELIOS AND MATHESON NORTH AMERICA INC.
|
|
|
|
|
|
|
|
|
|
/s/ Divya Ramachandran
Divya Ramachandran,
President and Chief Executive Officer
|
|
|
HELIOS AND MATHESON NORTH AMERICA INC.
200 PARK AVENUE SOUTH, STE 901
NEW YORK, NEW YORK 10003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON May 2, 2011
To the Shareholders of HELIOS AND MATHESON NORTH AMERICA INC.
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of Helios and Matheson North
America Inc. (Helios and Matheson or the Company) will be held at 10:00 a.m. (local time), on
May 2, 2011, at the Companys headquarters located at 200 Park Avenue South, Suite 901, New York,
New York 10003 for the following purposes:
|
1.
|
|
To elect the Board of Directors of the Company to serve until the Annual
Meeting of Shareholders in 2012 and until their respective successors are duly elected
and qualified;
|
|
2.
|
|
To ratify the appointment of Mercadien, P.C. as the independent auditor of the
Company for the year ending December 31, 2011;
|
|
3.
|
|
To approve an amendment to the Companys Certificate of Incorporation to effect
a 1-for-2.5 reverse split of stock of the Companys common stock;
|
|
4.
|
|
To approve an amendment to the Companys Certificate of Incorporation changing
the Companys name to Helios and Matheson Information Technology Inc.
|
Only shareholders of record at the close of business on April 8, 2011 are entitled to notice
of and to vote at this meeting and any adjournment or postponement thereof.
You may vote in person or by proxy. You may cast your vote by dating and signing the enclosed
proxy exactly as your name appears thereon and promptly returning such proxy in the envelope
provided. If you sign and return your proxy card without giving any instruction, it will be voted
as the Board of Directors recommends.
You may revoke your proxy by voting in person at the meeting, by written notice to the
Secretary of the Company or by executing and delivering a later-dated proxy by mail, prior to the
closing of the polls. Attendance at the meeting does not by itself constitute revocation of a
proxy. All shares that are entitled to vote and are represented by properly completed proxies
timely received and not revoked will be voted as you direct. If you sign and return your proxy
card without giving any instruction, it will be voted as the Board of Directors recommends.
You are cordially invited to attend the meeting. Whether or not you plan to attend the
meeting, please complete, sign, date and return the enclosed proxy card promptly. This proxy
statement and the accompanying form of proxy, together with the Companys 2010 Annual Report to
shareholders, are being mailed to shareholders on or about April 19, 2011. Your cooperation is
appreciated since a majority of the outstanding shares entitled to vote must be represented, either
in person or by proxy, to constitute a quorum for the purposes of conducting business at the
meeting.
|
|
|
|
|
|
|
|
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Umesh Ahuja
Umesh Ahuja
|
|
|
|
|
|
|
Chief Financial Officer and
Secretary
|
|
|
April 8, 2011
New York, New York
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
HELIOS AND MATHESON NORTH AMERICA INC.
200 PARK AVENUE SOUTH, STE 901
NEW YORK, NEW YORK 10003
(212) 979-8228
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 2, 2011
This proxy statement and the accompanying form of proxy are furnished in connection with the
solicitation of proxies by the Board of Directors (the Board of Directors) of Helios and Matheson
North America Inc., a Delaware corporation (Helios and Matheson or the Company), to be voted at
its Annual Meeting of Shareholders which will be held at 10:00 a.m. (local time), on Monday, May
2, 2011 at the Companys headquarters located at 200 Park Avenue South, Suite 901, New York, New
York 10003 and at any postponements or adjournments thereof (the Annual Meeting).
At the Annual Meeting, the Companys shareholders will be asked (i) to elect Messrs.
Srinivasaiyer Jambunathan, Daniel L. Thomas, Kishan Grama Ananthram, and Ms. Divya Ramachandran as
directors of the Company to serve until the Annual Meeting of Shareholders in 2012 and until their
respective successors are duly elected and qualified, (ii) to ratify the appointment of Mercadien,
P.C. as the Companys independent auditor for the year ending December 31, 2011; (iii) to approve
an amendment to our Certificate of Incorporation effecting a 1-for-2.5 reverse split of our common
stock; and (iv) to approve an amendment to our Certificate of Incorporation changing our name to
Helios and Matheson Information Technology Inc.
This proxy statement and the accompanying form of proxy, together with the Companys 2010
Annual Report to shareholders, are being mailed to shareholders on or about April 19, 2011.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders to be Held on Monday, May 2, 2011:
This proxy statement and the Companys 2010 Annual Report to Shareholders are available for
viewing, printing and downloading at
www.hmna.com
, under About Helios and Matheson.
Copies of the Companys Annual Report on
Form 10-K
for the fiscal year ended December 31,
2010, as filed with the Securities and Exchange Commission (SEC), will be furnished without
charge to any shareholder upon written request to Helios and Matheson North America Inc., 200 Park
Avenue South, Suite 901, New York, New York, 10003, Attention: Mr. Umesh Ahuja, Secretary. This
proxy statement and the Companys 2010 Annual Report on
Form 10-K
for the fiscal year ended
December 31, 2010 are also available on the SECs website at www.sec.gov.
GENERAL INFORMATION
PROXY SOLICITATION
Proxies may be solicited by mail, personal interview, telephone and facsimile transmission,
and by directors, officers and employees of the Company (without special compensation). Since the
Company is making this solicitation the expenses for the preparation of proxy materials and the
solicitation of proxies for the Annual Meeting will be paid by the Company.
In accordance with the regulations of the Securities and Exchange Commission, the Company will
reimburse, upon request, banks, brokers and other institutions, nominees and fiduciaries for their
expenses incurred in sending proxies and proxy materials to the beneficial owners of the Companys
common stock.
REVOKING YOUR PROXY
A shareholder may revoke a proxy at any time before it is exercised by one of the three
following ways:
|
|
|
By filing with the Secretary of the Company a written revocation to the attention of Mr.
Umesh Ahuja, Secretary, Helios and Matheson North America Inc., 200 Park Avenue South,
Suite 901, New York, New York 10003, Telephone: (212) 979-8228. We must receive your
written revocation before the time of the Annual Meeting;
|
|
|
|
By submitting a duly executed proxy bearing a later date than your original proxy. We
must receive such later dated proxy before the time of the Annual Meeting; or
|
|
|
|
By voting in person at the meeting. However, attendance at the Annual Meeting does not
by itself constitute revocation of a proxy. A shareholder who holds shares through a
broker or other nominee must bring a legal proxy ballot to the meeting if that shareholder
desires to vote at the meeting.
|
VOTING YOUR SHARES
Shares represented by each properly executed and returned proxy card will be voted (unless
earlier revoked) in accordance with the instructions indicated. If no instructions are indicated
on the proxy card, all shares represented by valid proxies received pursuant to this solicitation
(and not revoked before they are voted) will be voted FOR the four proposals included here.
Under the Companys By-Laws, the presence at the Annual Meeting, in person or by duly
authorized proxy, of the holders of a majority of the total number of outstanding shares of common
stock, voting as a single class, entitled to vote, constitutes a quorum for the transaction of
business. Shares of our common stock represented in person or by proxy (regardless of whether the
proxy has authority to vote on all matters), as well as abstentions and broker non-votes, will be
counted for purposes of determining whether a quorum is present at the meeting.
An abstention is the voluntary act of not voting by a stockholder who is present at a
meeting and entitled to vote. Broker non-votes are shares of voting stock held in record name by
brokers and nominees concerning which instructions have not been received from the beneficial
owners or persons entitled to vote, and (i) the broker or nominee does not have discretionary
voting power under applicable rules or the instrument under which it serves in such capacity or
(ii) the record holder has indicated on the proxy or has executed a proxy and otherwise notified us
that it does not have authority to vote such shares on that matter.
1
VOTES REQUIRED FOR APPROVAL
Shares Entitled to Vote.
Only holders of record of the Companys common stock at the close of
business on April 8, 2011 (the Record Date) are entitled to notice, to attend and to vote at the
Annual Meeting with each share entitled to one vote. As of the close of business on the Record
Date, the Company had 5,826,088 shares of common stock outstanding.
Votes Required.
The votes required on each of the proposals are as follows:
|
|
|
Proposal 1: Election of Directors
|
|
The four nominees for director who receive the most votes will be elected. This is
called a plurality. If you indicate withhold authority to vote for a particular
nominee on your proxy card, your vote will not count either for or against the nominee.
If you do not provide instructions on how to vote for a particular nominee, your broker
will not vote with respect to such director.
|
|
|
|
Proposal 2: Ratification of Selection of
Independent Registered Public Accounting
Firm
|
|
The affirmative vote of a majority of the holders entitled to
vote at the Annual Meeting is required to ratify the Audit
Committees selection of the independent registered public accounting firm. Annual
Meeting is required to ratify the Audit Committees selection of the Independent registerd
public Accounting firm, If you abstain from voting, your abstention will not count as a vote
cast for or against the proposal.
|
|
|
|
Proposal 3: Approval of Amendment
to Certificate of Incorporation to
Effect a Reverse Stock Split
|
|
The affirmative vote of a majority of the holders entitled to
vote at the Annual Meeting is required to approve the
amendment to our Certificate of Incorporation required to reverse
split our common stock. If you abstain from voting, your abstention will not count as a vote
cast for or against the proposal.
|
|
|
|
Proposal 4: Approval of Amendment to
Certificate of Incorporation to change of
name of the Company from Helios and
Helios and Matheson North America Inc.
to Helios and Matheson Information
Technology Inc.
|
|
The affirmative vote of a majority of the holders entitled to
vote at the Annual Meeting is required to amend our
Certificate of Incorporation to change our name. If you
abstain from voting, your abstention will not count as a vote
cast for or against the proposal.
|
Controlled Company
Helios and Matheson Information Technology Ltd., an IT services organization with its
corporate headquarters in Chennai, India, owns approximately 84% of the Companys outstanding
common stock.
Helios and Matheson is a Controlled Company for purposes of the NASDAQ listing requirements.
A Controlled Company is a company of which more than 50% of the voting power for the election of
directors is held by an individual, group or another company. Certain NASDAQ requirements do not
apply to a Controlled Company, including requirements: (i) that a majority of its Board of
Directors must be comprised of independent directors as defined in NASDAQs rules; and (ii) that
the compensation of officers and the nomination of directors be determined in accordance with
specific rules, generally requiring determinations by committees comprised solely of independent
directors or in meetings at which only the independent directors are present.
2
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to the Companys By-Laws, the Board of Directors shall be comprised of not less than
three and not more than nine directors. The exact number of directors shall be set by the
Companys By-Laws or by a resolution of the Board of Directors. On July 7, 2010, the Board of
Directors established the size of the Board at six members. With the resignations of Robin K.
Dhobal effective December 31, 2010 and David Quint, Jr. effective February 22, 2011, two positions
are vacant and shall be filled with suitable candidates. At each Annual Meeting of Shareholders,
directors shall be elected for the ensuing year.
Each director will be elected to serve for a one-year term, unless he/she resigns or is
removed before the term expires. Each of the nominees listed are currently a member of the Board
of Directors and each of them has consented to serve as a director if elected. There is detailed
information about each of the nominees available in the section of this proxy statement titled
Nominees Standing for Election.
If any of the nominees cannot serve for any reason, the Board of Directors may designate a
substitute nominee or nominees. If a substitute is nominated, we will vote all valid proxies for
the election of the substitute nominee or nominees. Alternatively, the Board of Directors may also
decide to leave the Board seat or seats open until a suitable candidate or candidates are
nominated, or it may decide to reduce the size of the Board.
Nominees Standing for Election
The following nominees are standing for election to serve as directors until the Annual
Meeting of Shareholders in 2012:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
Srinivasaiyer Jambunathan
|
|
|
72
|
|
|
Chairman and Director
|
Daniel L. Thomas
|
|
|
61
|
|
|
Director
|
Kishan Grama Ananthram
|
|
|
47
|
|
|
Director
|
Divya Ramachandran
|
|
|
31
|
|
|
Director
|
Srinivasaiyer Jambunathan
has been a director of the Company since August 22, 2006 and
Chairman of the Board since April 1, 2008. Mr. Jambunathan was named Vice Chairman of the Board of
Directors on November 8, 2006 and Lead Director on April 25, 2007. Mr. Jambunathan is the Chairman
of the Nominating and Corporate Governance Committee and the Executive Committee as well as a
member of the Audit Committee and Compensation committee. Mr. Jambunathan is a director for Patel
Engineering Company Limited and Inventure Growth and Securities Private Limited, Mumbai and a
non-executive director for Calyx Chemicals & Pharmaceuticals Limited, Mumbai. Since January 2001,
Mr. Jambunathan has served as non-executive Chairman of First Policy Insurance Pvt. Ltd. From
November 2003 to May 2007, Mr. Jambunathan was a director of JSW Steel Ltd. Mr. Jambunathan served
as a director of the Bombay Stock Exchange, and thereafter, Bombay Stock Exchange Limited for a
total period of six years until 2006. Mr. Jambunathan was also the non-executive Chairman of
Bombay Stock Exchange from March 2003 to August 2005. From March 2005 to August 2005 Mr.
Jambunathan also served as non-executive Chairman of Provogue India Ltd., a mens designer wear and
fashion apparel company. Mr. Jambunathan was Chairman of the local Advisory Board, State Bank of
Mauritius from 1996 to 2001. Mr. Jambunathan brings to the Companys Board a wealth of knowledge
of organizational and operational management as well as board leadership experience essential to a
public company.
Daniel L. Thomas
has been a director of the Company since June 5, 2006. Mr. Thomas is the
Chairman of the Audit Committee, as well as a member of the Executive Committee and the Nominating
and Corporate Governance Committee. Mr. Thomas is currently a partner with Thomas & Associates, a
CPA firm, which he started in February 2002. From October 1999 to February 2002 he was the Audit
Partner in Charge with Corbin & Wertz, a CPA firm. Mr. Thomas experience includes part-time CFO
services, fraud prevention and investigation, acquisition consulting, transaction due diligence,
internal control review and systems implementation. Mr. Thomas
is a Certified Public Accountant and a Certified Fraud Examiner. Mr. Thomas is the past
president of the Orange County Chapter of the Association of Certified Fraud Examiners and he has
served on the Board of Directors for the Orange County Head Start program. Mr. Thomas also spent
five years as a Reserve Deputy Sheriff for the Orange County Sheriffs Department. Mr. Thomas
brings to the Companys Board over 30 years of public accounting and financial experience as well
as expertise in fraud prevention.
3
Kishan Grama Ananthram
has been a director of the Company since August 22, 2006. Mr.
Ananthram is the Chairman of the Compensation Committee and a member of the Executive Committee and
Audit Committee. Mr. Ananthram has served as the Founder, Chairman and Chief Executive Officer of
IonIdea, Inc., a software product and engineering outsourcing company since January 1994. Mr.
Ananthram has over 20 years of entrepreneurial, management, sales and technology experience. Prior
to founding IonIdea, Inc. Mr. Ananthram held various technical and management positions with NUS,
Sprint, GTE, Fannie Mae and Hughes. Mr. Ananthram brings to the Companys Board over 20 years of
entrepreneurial, management, sales and technology experience.
Divya Ramachandran
has been a director of the Company since August 22, 2006. Ms. Ramachandran
is a member of the Executive Committee, the Nominating and Corporate Governance Committee and the
Compensation Committee. Since May 2010, Divya has been President and Chief Executive Officer of
the Company. From February 2004 to May 2010, Ms. Ramachandran was at Helios and Matheson
Information Technology Ltd., the parent of the Company, initially focusing on mergers and
acquisitions and later on sales and client relationships. From June 2003 to January 2004, Ms.
Ramachandran was Program Director for General Management Programs at the Indian School of Business.
From July 2002 to January 2003, Ms. Ramachandran was a Senior Manager, Strategy and Restructuring
Cell for Lupin Limited, one of Indias leading pharmaceutical companies. From June 2000 to 2001,
Ms. Ramachandran was an associate with Arthur Andersen. Ms. Ramachandran brings to the Companys
Board valuable insight into organizational and operational issues as well as experience in managing
complex global information technology companies.
Recommendation
The Nominating and Corporate Governance Committee has nominated each of the director nominees
set forth in Proposal 1. The Board of Directors recommends that shareholders vote
FOR
each of the
nominees.
4
CORPORATE GOVERNANCE
Board of Directors Meetings and Committees
During the year ended December 31, 2010, the Board of Directors met six times. The Board of
Directors has an Audit Committee, Compensation Committee, Nominating and Corporate Governance
Committee, Committee of Independent Directors and an Executive Committee. During 2010, the Audit
Committee held four meetings, the Executive Committee held ten meetings, the Nominating and
Corporate Governance Committee held two meetings and the Committee of Independent Directors and
Compensation Committee held one meeting each. During 2010, each director, except for Messr.
Ananthram and Messr. Dhoble, attended 75% or more of the aggregate number of meetings of the Board
of Directors and committees on which such directors served. During 2010 Messr. Ananthram attended
40% and Messr. Dhoble attended 65% of the aggregate number of meetings of the Board of Directors
and committees on which they served. Each of the committees of the Board of Directors acts
pursuant to a separate written charter adopted by the Board of Directors.
It is anticipated that each member of the Board of Directors will attend the Companys 2011
Annual Meeting of Shareholders. At the Companys 2010 Annual Meeting of Shareholders, four of the
five directors were in attendance. The Company does not have a formal policy with respect to
directors attendance at the Annual Meeting of Shareholders.
Board Leadership Structure and Role in Risk Oversight
In accordance with the Companys Bylaws, the Board of Directors elects the Companys Chairman
and Chief Executive Officer. Each of these positions may be held by the same person or may be held
by different people. Currently, these two offices are held by different people. The Board of
Directors believes that the Company and its shareholders are best served by having a policy that
provides the Board of Directors the ability to select the most qualified and appropriate individual
to lead the Board as Chairman. The Board of Directors also believes it is important to remain
flexible when allocating responsibilities among these two offices in a way that best serves the
needs of the Company. The Board of Directors believes it is appropriate at this time to maintain
separate offices of Chairman and Chief Executive Officer as it allows the Companys Chief Executive
Officer to focus primarily on his management responsibilities.
In May 2010, the Board of Directors appointed Mr. Srinivasaiyer Jambunathan as the Companys
Chairman of the Board. Mr. Jambunathan is expected to continue to serve as Chairman of the Board
following the Companys 2011 Annual Meeting.
The Company is exposed to a number of risks that are inherent with every business. Such risks
include, but are not limited to, financial and economic risks and legal and regulatory risks.
While management is responsible for the day-to-day management of these risks, the Board of
Directors, as a whole and through its committees, is responsible for the oversight of risk
management. The Board of Directors is responsible for evaluating the adequacy of risk management
processes and determining whether such processes are being implemented by management. The Board of
Directors has delegated to the Audit Committee the primary role in carrying out risk oversight
responsibilities. The Audit Committees Charter provides that it will discuss significant risks or
exposures and assess the steps management has taken to minimize such risks to the Company. The
Board of Directors has also delegated to other committees the oversight of risks within their areas
of responsibility and expertise. For example, the Compensation Committee oversees risks associated
with the Companys policies and practices relating to compensation.
Independent Directors
Upon consideration of the criteria and requirements regarding director independence set forth
in NASDAQ Rule 5605, the Board of Directors has determined that each of Messrs. Jambunathan, Thomas
and Ananthram meet NASDAQs independence standards.
5
Audit Committee
Audit Committee.
The Audit Committee is authorized to engage the Companys independent auditor
and review with such auditors (i) the scope and timing of their audit services and any other
services they are asked to perform, (ii) their report on the Companys financial statements
following completion of their audit and (iii) the Companys policies and procedures with respect to
internal accounting and financial controls. Currently, the Audit Committee is comprised of Messrs.
Thomas (Chairman), Ananthram and Jambunathan. The Board of Directors has determined that Mr.
Thomas qualifies as an audit committee financial expert. The Board of Directors has determined
that each of the members of the Audit Committee is independent (as independence is defined in
NASDAQ Rule 5605(a)(2) and in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended).
During the year ended December 31, 2010, the Audit Committee held four meetings. The Audit
Committee Charter is posted at the Companys website, www.hmna.com, under About Helios and Matheson
Management. Any person may obtain a copy of the Audit Committee Charter without charge by
calling 212-979-8228 or by writing to Helios and Matheson North America Inc., 200 Park Avenue
South, Suite 901, New York, NY 10003, Attention Mr. Umesh Ahuja, Secretary.
Compensation Committee
Compensation Committee.
The Compensation Committee is authorized and empowered to approve
appointments and promotions of executive officers of the Company and fix salaries for such
officers, provided that all actions of the Compensation Committee must be ratified by the full
Board of Directors within three months of the subject action. The Compensation Committee is also
authorized to administer the Companys Amended and Restated 1997 Stock Option and Award Plan.
Currently, the Compensation Committee is comprised of Messrs. Ananthram (Chairman), Jambunathan and
Ms. Ramachandran. The Board of Directors has determined that Messr. Ananthram and Messr.
Jambunathan are independent members of the Compensation Committee (as independence is defined in
NASDAQ Rule 5605(a)(2)). The Compensation Committee met once during the year ended December 31,
2010. The Compensation Committee may delegate its authority to subcommittees or the Chairman of
the Compensation Committee when it deems it appropriate and in the best interests of the Company.
The Compensation Committee Charter is posted at the Companys website, www.hmna.com, under About
Helios and Matheson Management.
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance
Committee is authorized to nominate candidates to the Board of Directors. Currently, the
Nominating and Corporate Governance Committee is comprised of Messrs. Jambunathan (Chairman),
Thomas and Ms. Ramachandran. The Board of Directors has determined that Messrs. Jambunathan and
Thomas are independent members of the Nominating and Corporate Governance Committee (as
independence is defined in NASDAQ Rule 5605(a)(2)). The Nominating and Corporate Governance
Committee Charter is posted at the Companys website, www.hmna.com, under About Helios and Matheson
Management. The Nominating and Corporate Governance Committee met two times during the year
ended December 31, 2010.
The Nominating and Corporate Governance Committee receives recommendations for director
nominees from a variety of sources, including from shareholders, management and members of the
Board of Directors. Shareholders may recommend any person to be a director of the Company by
writing to the Companys Secretary. Each submission must include (i) a brief description of the
candidate, (ii) the candidates name, age, business address and residence address, (iii) the
candidates principal occupation and the number of shares of the Companys capital stock
beneficially owned by the candidate and (iv) any other information that would be required under the
SEC rules in a proxy statement listing the candidate as a nominee for director.
The Nominating and Corporate Governance Committee generally reviews all recommended candidates
at the same time and subjects all candidates to appropriate review criteria. Members of the Board
of Directors should be qualified, dedicated, ethical and highly regarded individuals who have
experience relevant to the Companys operations and understand the complexities of the Companys
business environment. The Nominating and Corporate Governance Committee evaluates candidates in
the context of the current composition of the Board of Directors, and these recommendations are
submitted to the Board of Directors for review and approval. As part of this assessment, the
Nominating and Corporate Governance Committee considers diversity of age, skills and such
other factors as it deems appropriate, given the current needs of the Board of Directors and
its committees. In addition, pursuant to NASDAQ Rules, the Company must have an Audit Committee
composed of at least three members, each of whom must satisfy specified independence and
qualification criteria. The Nominating and Corporate Governance Committee is also responsible for
providing a leadership role in shaping and monitoring the corporate governance practices of the
Company.
6
Executive Committee
Executive Committee.
The Executive Committee has all the powers of the Board of Directors
except for the matters that have been explicitly delegated by the Board of Directors to the Audit
Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The
objectives of the Executive Committee include: (i) focusing on business development, (ii) assisting
in formulating business strategies, (iii) monitoring the Companys progress on a monthly basis
(actual vs. planned performance), (iv) controlling expenditures, (v) when necessary, taking
appropriate corrective action, (vi) formulating plans for the future, (vii) helping management
improve performance and sanctioning actions by management to do so, (viii) periodically reviewing
in consultation with the Companys Chief Executive Officer the Companys management succession
planning and (ix) other actions consistent with applicable law and the Companys governing
documents that the Executive Committee or the Board deems appropriate. Pursuant to Delaware
General Corporate Law, the Executive Committee may not approve, adopt or recommend to shareholders
any action or matter other than the election or removal of directors expressly required to be
submitted to shareholders for approval or the adoption, amendment or repealing of any bylaw of the
Company. Currently, the Executive Committee is comprised of Messrs. Jambunathan (Chairman),
Thomas, Ananthram and Ms. Ramachandran. During the year ended December 31, 2010, the Executive
Committee met ten times.
Other Committees
The Board of Directors may establish additional standing or ad hoc committees from time to
time.
Shareholder Communication with the Board
Correspondence from the Companys shareholders to the Board of Directors or any individual
directors or officers should be sent to the Companys Secretary. Correspondence addressed to either
the Board of Directors as a body, or to any director individually, will be forwarded by the
Companys Secretary to the Chairman of the Nominating and Corporate Governance Committee or to the
individual director, as applicable. The Companys Secretary will regularly provide to the Board of
Directors a summary of all shareholder correspondence that the Secretary receives. This process has
been approved by the Companys Board of Directors.
All correspondence should be sent to Helios and Matheson North America Inc., 200 Park Avenue
South, Suite 901, New York, NY 10003, Attention: Mr. Umesh Ahuja, Secretary.
Compensation Committee Interlocks and Insider Participation
As noted above, currently, the Compensation Committee is comprised of Messrs. Ananthram
(Chairman), Jambunathan and Ms. Ramachandran. Ms. Ramanchandran has taken over the responsibility
of President and Chief Excecutive Officer of the Company. None of the other members of the
Compensation Committee has ever been an officer or employee of the Company.
Kishan Grama Ananthram, a member of the Companys Board of Directors, is the Chief Executive
Officer of IonIdea and Mr. Ananthram and his spouse own all of the outstanding capital stock of
IonIdea. The Company currently uses professional services and equipment provided by IonIdea. For
additional information, please see
Certain Relationships and Related Transactions.
Code of Business Conduct and Ethics
The Board of Directors has adopted a code of ethics designed, in part, to deter wrongdoing and
to promote honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships, full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files with or submits to
the Securities and Exchange Commission and in the Companys other
public communications, compliance with applicable governmental laws, rules and regulations,
the prompt internal reporting of violations of the code to an appropriate person or persons, as
identified in the code, and accountability for adherence to the code. The code of ethics applies
to all directors, executive officers and employees of the Company. The Company will provide a copy
of the code to any person without charge, upon request to Ms. Jeannie Lovastik, Human Resources
Generalist by calling (212) 979-8228 or by writing to Helios and Matheson North America Inc., 200
Park Avenue South, Suite 901, New York, NY 10003, Attention: Ms. Jeannie Lovastik.
7
The Company intends to disclose any amendments to or waivers of its code of ethics as it
applies to directors or executive officers by filing them on Form 8-K.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has recommended to the Board of Directors of the
Company the selection of Mercadien, P.C. to be the independent auditor of the Company for the year
ending December 31, 2011.
Mercadien has served as the principal accountant for the Company since April 7, 2005.
Audit Fees
For the years ended December 31, 2010 and 2009, the aggregate fees paid or expected to be paid
to Mercadien, P.C. for the audit of the Companys financial statements for such years and the
review of the Companys interim financial statements were $75,000 and $119,236, respectively.
Audit-Related Fees
During the years ended December 31, 2010 and 2009, there were no audit-related fees paid to
Mercadien, P.C.
Tax Fees
For the years ended December 31, 2010 and 2009, the aggregate fees paid or expected to be paid
to Mercadien, P.C. for tax compliance, tax advice and tax planning services were $9,000 and
$22,264, respectively.
All Other Fees
During the years ended December 31, 2010 and 2009, there were no fees paid to Mercadien, P.C.
for professional services other than audit and tax services.
Audit Committee Policies and Procedures
The Audit Committee reviews the independence of the Companys auditors on an annual basis and
has determined that Mercadien, P.C. is independent. In addition, the Audit Committee pre-approves
all work and fees, which are performed by the Companys independent auditor.
Report of the Audit Committee of the Board of Directors
The following is the report of the Audit Committee with respect to the Companys audited
financial statements for the fiscal year ended December 31, 2010. The information contained in this
report shall not be deemed to be soliciting material or to be filed with the Securities and
Exchange Commission, nor shall such information be incorporated by reference into any future filing
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that the Company specifically incorporates it by reference in such filing.
8
REVIEW WITH MANAGEMENT. The Audit Committee has reviewed and discussed the Companys audited
financial statements with management.
REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS. The Audit Committee has discussed with
Mercadien P.C., the Companys independent accountants for the fiscal year ended December 31, 2010,
the matters required to be discussed by SAS 61 (Communication With Audit Committees), as amended by
SAS 90 (Audit Committee Communications) that includes, among other items, matters related to the
conduct of the audit of the Companys financial statements. The Audit Committee has received from
Mercadien P.C. the required written communication, as required by Independence Standards Board
Standard No. 1 (that relates to the accountants independence from the Company and its related
entities), and has discussed with the independent audit firm, that firms independence.
CONCLUSION. Based on the review and discussions with management and Mercadien P.C. referred to
above, the Audit Committee recommended to the Board of Directors that the Companys audited
financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2010.
|
|
|
|
|
AUDIT COMMITTEE:
|
|
|
Daniel L. Thomas, Chairman
|
|
|
Kishan Ananthram
|
|
|
Shri S. Jambunathan
|
Accountants Attendance at the Annual Meeting
A representative of Mercadien, P.C., the independent accountants of the Company for the year
ending December 31, 2010, is expected to be present at the Annual Meeting. The representative will
be given the opportunity to make a statement at the Annual Meeting and is expected to be available
to respond to appropriate questions.
Recommendation
The Board of Directors recommends that the shareholders
RATIFY
the selection of Mercadien,
P.C. to be the independent auditor of the Company for the year ending December 31, 2011.
PROPOSAL 3
AMENDMENT OF CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT
General
On March 13, 2011, the Board unanimously approved and recommended that the shareholders (a)
approve an amendment to our Certificate of Incorporation to effect a reverse split of our common
stock at a ratio of 1-for-2.5, and (b) grant authority to the Board of Directors to effect the
reverse split.
The form of the amendment to our Certificate of Incorporation (the Proposed Amendment) to
effect the reverse split is attached to this Proxy Statement as Appendix A. The following
discussion is qualified in its entirety by the full text of the Proposed Amendment, which is hereby
incorporated by reference.
Pursuant to the reverse split, each 2.5 shares of the outstanding common stock on the date of
the reverse split will be automatically converted into one share of our common stock. The reverse
split will not alter the number of shares of common stock authorized for issuance, but will simply
reduce the number of shares of common stock issued and outstanding.
By approving this proposal, shareholders will approve the Proposed Amendment and authorize our
Board of Directors to effect the reverse split. If the Proposed Amendment is approved, the reverse
split will become effective upon the filing of the Proposed Amendment with the Delaware Secretary
of State (the Effective Date).
9
Purpose of the Proposed Reverse Split
Continued Listing requirement on The Nasdaq Capital Market
Our common stock is currently quoted on The Nasdaq Capital Market (Nasdaq). On July 23,
2010, we received a letter from Nasdaq regarding compliance with Nasdaq Listing Rule 5550(a)(2)
(the Minimum Bid Price Rule) which requires our listed securities to have a minimum bid price of
$1.00 per share. We were given a grace period of 180 calendar days from July 23, 2010 to regain
compliance with the Minimum Bid Price Rule. In order to regain compliance, the bid price for our
listed securities must have closed at $1.00 or more for a minimum of 10 consecutive business days
during the 180 day grace period.
On January 20, 2011, we received a letter from Nasdaq stating that we had not regained
compliance with the Minimum Bid Price Rule and that our securities would be delisted from Nasdaq
unless we requested a hearing to appeal this determination. We appealed the determination to the
Nasdaq Hearing Panel and we are awaiting their decision. As part of the plan we submitted to the
Nasdaq Hearing Panel, we proposed a reverse split of our common stock.
The Board of Directors believes that the reverse split is desirable because it may assist us
in meeting the requirements for continued listing on Nasdaq by helping to raise the market bid
price of our common stock to $1.00 or more. If Nasdaq delists our common stock, trading in our
common stock would thereafter be conducted in the over-the-counter market on the OTC Electronic
Bulletin Board or in the pink sheets. Trading through the OTC Electronic Bulletin Board or the
pink sheets will likely reduce the liquidity of our common stock and could result in lower prices
for our common stock than might otherwise prevail, increased spreads between the bid and asked
prices for our common stock and increased transaction costs inherent in trading such shares.
Additionally, certain investors will not purchase securities that are not listed on a national
exchange or quoted on Nasdaq, which could materially impair our ability to raise funds through the
issuance of our common stock or other securities convertible into our common stock.
In addition, if our common stock were removed from listing on Nasdaq and the trading price of
our common stock was to remain below $5.00 per share, trading in our common stock would also be
subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934,
as amended, which require additional disclosure by broker-dealers in connection with any trades
involving a stock defined as a penny stock (generally, any equity security that is traded other
than on a national securities exchange and has a market bid price of less than $5.00 per share,
subject to certain exceptions). The additional burdens imposed upon broker-dealers by such
requirements could discourage broker-dealers from making a market, seeking or generating interest
in our common stock and otherwise effecting transactions in our common stock, which could severely
limit the market liquidity of our common stock and the ability of investors to trade our common
stock.
The purpose of the reverse split is to increase the market bid price of our common stock. The
Board of Directors intends to effect the reverse split only if it believes that a decrease in the
number of shares outstanding is likely to improve the market bid price of our common stock and
improve the likelihood that the Company will be allowed to maintain its listing on Nasdaq.
If the trading price of our common stock increases before the Annual Shareholders Meeting, the
reverse split may not be necessary, or the Board of Directors may determine that such increase in
the stock price would necessitate a lower ratio than if the trading price had decreased or remained
constant. No further action on the part of the shareholders would be required to either effect or
abandon the reverse split.
While we believe that the reverse split would initially help increase the market bid price of
our common stock to at least $1.00 per share, the effect of a reverse split on the market bid price
of our common stock cannot be predicted with any certainty, and the history of similar reverse
splits for companies in similar circumstances is varied. There can be no assurance that:
|
|
|
the market bid price of our common stock would rise in proportion to the reduction in
the number of shares of our common stock outstanding following the reverse split;
|
|
|
|
we would be successful in maintaining the market bid price of our common stock above
$1.00 per share for any extended period of time, even if the reverse split succeeded in
raising the market bid price of our common stock above $1.00 per share;
|
10
|
|
|
we would be able to continue to meet Nasdaqs other quantitative continued listing
criteria; or
|
|
|
|
our common stock would not be delisted by Nasdaq for other reasons.
|
Additionally, even though the reverse split, by itself, would not impact our assets or
prospects, the reverse split could be followed by a decrease in the aggregate market value of our
common stock. The market bid price of our common stock may be based also on other factors that may
be unrelated to the number of shares outstanding, including our future performance.
Potential Increased Investor Interest
The Board of Directors also believes that a higher share price for our common stock may help
generate investor interest in the Company. The current low price of our common stock may mean that
it does not appeal to brokerage firms that are reluctant to recommend lower priced securities to
their clients. Investors may also be dissuaded from purchasing lower priced stocks because the
brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks.
Furthermore, various regulations and policies restrict the ability of shareholders to borrow
against or margin low-priced stock and declines in the stock price below certain levels may
trigger unexpected margin calls. Moreover, the analysts at many brokerage firms do not monitor the
trading activity or otherwise provide coverage of lower priced stocks. Finally, we believe that
most investment funds are reluctant to invest in lower priced stocks. It should be noted that the
liquidity of our common stock may be adversely affected by the reverse split, since fewer shares
will be outstanding after the reverse split. However, the Board of Directors is hopeful that the
anticipated higher market bid price will reduce, to some extent, the negative effects on the
liquidity and marketability of the common stock inherent in some of the policies and practices of
institutional investors and brokerage houses described above.
Potential Effects of Proposed Reverse Split
General
After the Effective Date, each holder of our common stock will own a reduced number of shares
of our common stock. However, the reverse split will affect all holders of our common stock
uniformly and will not affect any shareholders percentage ownership interests in the Company or
proportionate voting power, except to the extent that the reverse split results in any of our
shareholders owning a fractional share. In lieu of issuing fractional shares, each holder of our
common stock who would otherwise have been entitled to a fraction of a share upon surrender of such
holders certificates will have the number of shares he receives rounded up to the nearest whole
share.
Effect on Authorized and Outstanding Shares
The Company currently is authorized to issue a maximum of 30,000,000 shares of our common
stock. As of the record date, there were 5,826,088 shares of common stock issued and outstanding.
Although the number of authorized shares of common stock will not change as a result of the reverse
split, the number of shares of our common stock will be reduced to a number that will be
approximately equal to the number of shares of common stock issued and outstanding immediately
prior to the Effective Date divided by two and half. Following the reverse split, we expect to
have approximately 2,330,435 shares of common stock outstanding.
The Proposed Amendment will not change the terms of our common stock. The shares of new
common stock will have the same voting rights and rights to dividends and distributions and will be
identical in all other respects to the common stock now outstanding. We do not anticipate that the
reverse split will result in any material reduction in the number of holders of common stock. Each
shareholders percentage ownership of the new common stock will not be altered except for the
effect of eliminating fractional shares. The common stock issued pursuant to the reverse split
will remain fully paid and non-assessable. The reverse split is not intended as, and will not have
the
effect of, a going private transaction in accordance with Rule 13e-3 under the Securities
Exchange Act of 1934, as amended. We will continue to be subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended.
11
Following the Effective Date, it is not anticipated that the Companys financial condition,
the percentage ownership of management, the number of shareholders, or any aspect of the Companys
business would materially change as a result of the reverse split.
Accounting Matters
The reverse split will not affect the par value of our common stock. As a result, on the
Effective Date of the reverse split, the stated capital on our balance sheet attributable to the
common stock will be reduced in proportion to the fraction by which the number of shares of common
stock are reduced, and the additional paid-in capital account shall be credited with the amount by
which the stated capital is reduced. The per share net income or loss and net book value of our
common stock will be retroactively increased for each period because there will be fewer shares of
our common stock outstanding.
Potential Anti-Takeover Effect
While the Board of Directors believes it advisable to authorize and approve the reverse split
for the reasons set forth above, the Board is aware that the increase in the number of authorized
but unissued shares of common stock may have a potential anti-takeover effect. Our ability to
issue additional shares could be used to thwart persons, or otherwise dilute the stock ownership of
shareholders seeking to control the Company. The reverse stock split is not being recommended by
the Board as part of an anti-takeover strategy.
Increase of Shares of Common Stock Available for Future Issuance
Because our authorized common stock will not be reduced, the overall effect will be an
increase in our authorized but unissued shares of common stock as a result of the reverse split.
These shares may be issued by our Board of Directors in its discretion. Any future issuances will
have the effect of diluting the percentage of stock ownership and voting rights of the present
holders of common stock.
Summary Table
For illustration purposes only, the following table shows the effects of a 1-for-2.5 reverse
split, without giving effect to any adjustments for fractional shares, on our authorized and
outstanding shares of common stock, shares of common stock reserved for issuance upon exercise of
options available for future grant under our stock option plan and authorized but unissued and
unreserved shares of common stock. The information presented below is as of March 15, 2011 and
assumes no changes between March 15, 2011 and the Effective Date.
|
|
|
|
|
|
|
|
|
|
|
Prior to Reverse Split
|
|
|
1-for-2.5 Reverse Split
|
|
|
|
|
|
|
|
Authorized Common Stock
|
|
|
30,000,000
|
|
|
|
30,000,000
|
|
Common Stock Outstanding
|
|
|
5,826,088
|
|
|
|
2,330,435
|
|
Common Stock Issuable upon Exercise of Outstanding
Options
|
|
|
34,250
|
|
|
|
13,700
|
|
Common Stock Reserved for Issuance upon Exercise of
Options Available for Future Grant
|
|
|
460,000
|
|
|
|
184,000
|
|
Common Stock Authorized but Unissued
|
|
|
24,173,912
|
|
|
|
27,669,565
|
|
Procedure for Effecting Reverse Split and Exchange of Stock Certificates
If the reverse split is approved by our shareholders, the reverse split would become effective
at such time, if any, as the Board of Directors determines to effect the reverse split and we file
the Proposed Amendment to our Certificate of Incorporation with the Delaware Secretary of State.
Upon filing the Proposed Amendment, all the old common stock will be converted into new common
stock as set forth in the Proposed Amendment.
12
As soon as practicable after the Effective Date, shareholders will be notified that the
reverse split has been effected. Our transfer agent will act as exchange agent for purposes of
implementing the exchange of stock certificates. Holders of pre-reverse split shares will be asked
to surrender to the exchange agent certificates representing pre-reverse split shares in exchange
for certificates representing post-reverse split shares in accordance with the procedures to be set
forth in a letter of transmittal to be sent by us. No new certificates will be issued to a
shareholder until such shareholder has surrendered such shareholders outstanding certificate(s)
together with the properly completed and executed letter of transmittal to the exchange agent.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL
REQUESTED TO DO SO. Shareholders whose shares are held by their stockbroker do not need to submit
old share certificates for exchange. These shares will automatically reflect the new quantity of
shares based on the reverse split ratio. Beginning on the Effective Date, each certificate
representing pre-reverse split shares will be deemed for all corporate purposes to evidence
ownership of post-reverse split shares.
Fractional Shares
We will not issue fractional certificates for post-reverse split shares in connection with the
reverse split. Instead, fractional shares will be rounded up to the next whole share.
No Dissenters or Appraisal Rights
Under the Delaware General Corporation Law, our shareholders are not entitled to dissenters or
appraisal rights with respect to our Proposed Amendment to our Certificate of Incorporation to
effect the reverse split.
Abandonment of Reverse Split
The Board of Directors reserves the right, at any time prior to the effectiveness of the
filing of the Proposed Amendment with the Secretary of State, notwithstanding authorization of the
Proposed Amendment by the Companys shareholders, to abandon filing the Proposed Amendment to
effect the reverse split without further action by the shareholders.
Recommendation
The Board of Directors recommends that the shareholders vote
FOR
amending the Certificate of
Incorporation to effect the 1-for-2.5 reverse split.
PROPOSAL 4
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO CHANGE OUR NAME
On March 13, 2011 our Board of Directors approved the change of our name from Helios and
Matheson North America Inc. to Helios and Matheson Information Technology Inc. Management
believes that the new name more accurately reflects our business and operations going forward.
Subject to approval by our stockholders, the name change will become effective immediately upon
filing the Proposed Amendment with the Delaware Secretary of State.
Section 242 of the Delaware General Corporation Law
Section 242 of the Delaware General Corporation Law permits the amendment of a corporations
certificate of incorporation to allow for a change of the corporations name so long as the
amendment is approved by the holders of at least a majority of the votes entitled to be cast.
13
Recommendation
The Board of Directors recommends that the shareholders vote
FOR
amending the Certificate of
Incorporation to change the name of the Company to Helios and Matheson Information Technology, Inc.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of common stock beneficially owned as of
, 2011 by (i) each of the Companys directors, (ii) each of the executive officers
named in the Summary Compensation Table, (iii) all directors and executive officers of the Company
as a group and (iv) each person known by the Company to own beneficially more than 5% of the common
stock. As of April 8, 2011, 5,826,088 shares of the Companys common stock were outstanding.
Unless otherwise indicated in the table below, the address of each shareholder is c/o Helios and
Matheson North America Inc., 200 Park Avenue South, Suite 901, New York, NY 10003.
|
|
|
|
|
|
|
|
|
|
|
Common stock Benefiacially owned (1)
|
|
Name
|
|
Number of shares
|
|
|
Percent of Ownership
|
|
Helios and Matheson Informaton Technology Ltd
|
|
|
4,882,594
|
(2)
|
|
|
83.80
|
%
|
Srinivasaiyer Jambunathan, Chairman and Director
|
|
|
250
|
(3)
|
|
|
*
|
|
Daniel L. Thomas, Director, Director
|
|
|
500
|
(4)
|
|
|
*
|
|
Kishan Grama Ananthram, Director
|
|
|
250
|
(5)
|
|
|
*
|
|
Divya Ramachandran, President, CEO and Director
|
|
|
250
|
(6)
|
|
|
*
|
|
|
|
|
|
|
|
|
All Directors and Officers as a Group (4 Persons)
|
|
|
1,250
|
(7)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
As used in the tables above, beneficial ownership means the sole or shared power
to vote or direct the voting or to dispose or direct the disposition of any security. A
person is deemed to have beneficial ownership of any security that such person has a right
to acquire within 60 days of April 8, 2011. Any security that any person named above has the
right to acquire within 60 days is deemed to be outstanding for purposes of calculating the
ownership of such person but is not deemed to be outstanding for purposes of calculating the
ownership percentage of any other person. Unless otherwise noted, the Company believes each
person listed has the sole power to vote, or direct the voting of, and power to dispose, or
direct the disposition of, all such shares. The table is based upon information supplied by
officers, directors and principal stockholders and Schedules 13D and 13G, if any, filed with
the Securities and Exchange Commission.
|
|
(2)
|
|
Helios and Matheson Information Technology Ltd.s principal executive offices are
located at #9 Nungambakkam High Road, Chennai 600034 India.
|
|
(3)
|
|
Consists of 250 shares of common stock issuable upon exercise of currently
exercisable options.
|
|
(4)
|
|
Consists of 500 shares of common stock issuable upon exercise of currently
exercisable options.
|
|
(5)
|
|
Consists of 250 shares of common stock issuable upon exercise of currently
exercisable options.
|
|
(6)
|
|
Consists of 250 shares of common stock issuable upon exercise of currently
exercisable options.
|
|
(7)
|
|
Includes 1,250 shares of common stock that may be acquired upon the exercise of
currently exercisable options.
|
|
*
|
|
Indicates less than 1%.
|
14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors,
executive officers and certain beneficial owners of the Companys equity securities (the Section
16 Reporting Persons) to file with the SEC reports regarding their ownership and changes in
ownership of the Companys equity securities. The Company believes that, during fiscal year 2010,
its Section 16 Reporting Persons complied with all Section 16(a) filing requirements except that
Helios and Matheson Information Technology Ltd (Additional reporting person is Helios and Matheson
Inc) did not timely file a Form 4 covering one transaction and Mr. Suparna and Mr. Ahuja did not
timely file Form 3s after becoming officers of the Company. At the time that the Form 3 filing was
due, neither Mr. Suparna nor Mr. Ahuja owned securities of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons, Promoters and Certain Control Persons
The following describes all transactions since January 1, 2009 and all proposed transactions
in which the Company is, or it will be, a participant and the amount involved exceeds $120,000 or
1% of the average of the Companys total assets at year end for the last 2 completed fiscal years;
and in which any related person had or will have a direct or indirect material interest.
The Companys former Interim CEO and CFO, Mr. Salvatore Quadrino, had an employment agreement
which expired on June 30, 2010. Mr. Quadrinos compensation during the fiscal years ended December
31, 2010 and 2009 was $157,712 and $220,000, respectively. Mr. Quadrino left the Company on
October 8, 2010.
On August 1, 2010, the Company renewed a Statement Of Work dated September 1, 2010 (expired on
July 31, 2010) with IonIdea, Inc. to provide certain professional services, workstation facilities
and communication equipment to the Company and its wholly-owned subsidiary Helios and Matheson
Global Services Private Limited. The Statement of Work commenced on August 1, 2008, and continues
through July 31, 2011 after renewal. Prior to September 4, 2008, the Company had been using the
same professional services, workstation facilities and communication equipment from IonIdea without
a contract since July 1, 2007. Kishan Grama Ananthram, a member of the Companys Board of
Directors, is the Chief Executive Officer of IonIdea and Mr. Ananthram and his spouse own all of
the outstanding capital stock of IonIdea. The total amount paid to IonIdea is based upon the
number of Company employees using workstation facilities and communication equipment. From January
1, 2009 through December 31, 2009 and January 1, 2010 through the date of this proxy statement, the
amounts paid to IonIdea were $156,661 and $69,771 respectively.
On November 18, 2009, the Company entered into a private placement Securities Purchase
Agreement with Helios and Matheson Information Technology Ltd., pursuant to which Helios and
Matheson Information Technology Ltd. purchased 689,655 shares of the Companys common stock at a
price of $1.45 per share, equal to the closing bid price of the Companys common stock on November
20, 2009, for a total investment of $1,000,000. The investment by Helios and Matheson Information
Technology Ltd. was part of a plan submitted by the Company to NASDAQ to regain compliance with The
NASDAQ Capital Markets minimum shareholders equity requirement.
On August 4, 2010, the Company entered into a private placement securities purchase agreement
with Helios and Matheson Inc., a wholly owned subsidiary of Helios and Matheson Information
Technology Ltd., pursuant to which Helios and Matheson Inc. purchased 2,739,726 shares of the
Companys common stock at a price of $0.73 per share, equal to the closing bid price of the
Companys common stock on August 3, 2010, for a total investment of $2,000,000. The investment by
Helios and Matheson Inc. was part of a plan submitted by the Company to NASDAQ to regain compliance
with The NASDAQ Capital Markets minimum shareholders equity requirement.
15
In September 2010, the Company entered into a Memorandum of Understanding with Helios and
Matheson Information Technology Ltd. (the HMIT MOU) pursuant to which Helios and Matheson
Information Technology Ltd. has agreed to make available to the Company facilities of dedicated
Off-shore Development Centers (ODCs) and also render services by way of support in technology,
client engagement, management and running the ODCs for the Company. The Company has furnished
Helios and Matheson Information Technology Ltd. a security deposit of $1 million to cover any
expenses, claims or damages that Helios and Matheson Information Technology Ltd. may
incur while discharging its obligations under the HMIT MOU and also to cover the Companys
payables to Helios and Matheson Information Technology Ltd. Such security deposit may be increased
as business operations are scaled up. Upon termination of the HMIT MOU, such security deposit will
be refunded to the Company without interest and after adjusting such amounts towards any expenses,
claims or damages and dues payable to Helios and Matheson Information Technology Ltd.. Amounts paid
to Helios and Matheson Information Technology Ltd. for services rendered under the HMIT MOU were
$454,496 for the year ended December 31, 2010.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
As the holder of approximately 84% of the Companys outstanding voting securities, Helios and
Matheson Information Technology Ltd. will have significant influence on matters requiring
shareholder approval, and will control matters which require only majority shareholder approval
which includes the election of directors and approval of certain corporate transactions.
16
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The following compensation discussion and analysis summarizes the Companys philosophy and
objectives regarding the compensation of its named executive officers, including how the Company
determines elements and amounts of executive compensation. The following discussion and analysis
should be read in connection with the tabular disclosures regarding the compensation of the
Companys named executive officers for the fiscal year ended December 31, 2010.
In this section, we will discuss the details of the Companys compensation program as it
relates to (i) the Companys former interim Chief Executive Officer and Chief Financial Officer,
(ii) the Companys current President and Chief Executive Officer, (iii) the Companys Chief
Operating Officer and (iv) the Companys Chief Financial Officer. These four individuals were the
only executive officers of the Company during fiscal year 2010. We will refer to these four
persons throughout this discussion with regards to compensation as named executive officers.
These named executive officers were deemed to be the only key employees of the Company and their
performance had or has the potential to substantially impact the short-and long-term success of the
Company.
Effective September 23, 2010, the Board of Directors of the Company and Mr. Quadrino, the
Companys former Interim Chief Executive Officer and Chief Financial Officer, agreed that Mr.
Quadrinos responsibilities would be redistributed to the remaining members of the Companys senior
management team. Under the terms of Mr. Quadrinos employment agreement, his final day with the
Company was October 8, 2010.
The Compensation Committee (the Committee) was established by the Board of Directors to
appoint, promote and administer compensation packages for executive officers of the Company. The
Committee may delegate its authority to subcommittees or the Chairman of the Committee when it
deems it appropriate and in the best interests of the Company.
Compensation Objectives
The Companys executive officer compensation program is intended, consistent with the
Companys economic position and budget, to attract and retain highly qualified professionals who
will assist the Company in meeting its financial and strategic goals. By offering competitive
compensation, the Company seeks to promote a long-term commitment from its executive officers.
Currently, there are three executive officers, Ms Ramachandran, Mr Suparna and Mr. Ahuja. The
primary goals of the Companys compensation program are to:
|
|
|
align long-term interests of executives with shareholders;
|
|
|
|
reward individual performance while maintaining cost efficiency;
|
|
|
|
improve overall business performance; and
|
|
|
|
develop mutually beneficial long-term relationships between executive officers and the
Company.
|
The Company has historically sought to accomplish these objectives through a combination of
base salary, long-term incentive compensation (stock options), cash bonuses and certain limited
perquisites. (In fiscal year 2010, the only compensation paid to the Companys named executive
officers was base salary paid to Mr. Quadrino, Ms. Ramachandran, Mr. Suparna and Mr. Ahuja and an
individual performance based bonus to Mr. Ahuja).
17
Compensation Process
At the end of each year, the Committee reviews and assesses the effectiveness of the past
compensation criteria and approves the policies and plans for the next fiscal year. The Committee
takes into consideration the performance of each of the executive officers and measures such
individual performance against the performance level of the Company. The executive officers from
time to time have had meetings with the Committee to discuss their compensation plan and
performance. There may be occasions where the Committee requests to meet with the executive
officer to gain clarification with regards to the fulfillment of certain performance criteria.
The Committee uses its discretion in determining compensation levels as there are no set
guidelines for compensation. In determining the amount of compensation for the executive officers,
the Committee may seek information from Human Resources on current market evaluations. Subject to
approval from the full Board of Directors, the Committee makes the final decisions on executive
compensation plans.
Primary Elements of Compensation
The Companys compensation program has historically included both short and long term
compensation in the form of base salary, long-term incentive compensation (stock options), cash
bonuses and perquisites as detailed below.
Base Salary
.
The Committee utilizes its knowledge and general experience of the industry to
determine the base salaries for its executive officers. Competitive salary levels are influenced
by such factors as professional experience, accomplishments, duties, market comparisons and
individual performance. The Companys named executive officers primary source of compensation is
derived from base salary. The base salary paid in 2010 to the Companys former Interim Chief
Executive Officer and Chief Financial Officer reflects a reduction from the base salary paid in
2009. Base salaries were reduced in 2010 due to the impact the recent economic crisis has had on
the Companys results of operations. The Companys current President and Chief Executive Officer,
Chief Operating officer and Chief Financial Officers were appointed during 2010.
Long-Term Incentive Compensation
.
The Compensation Committee in its discretion may award
stock options to the Companys executive officers as a part of their initial compensation plan and
upon annual review of their individual performance. The exercise price per share of a stock option
is established by the Committee but may not be less than the fair market value of a share of common
stock as of the date of grant. The aggregate fair market value of the shares of common stock with
respect to which incentive stock options are exercisable for the first time by an individual to
whom an incentive stock option is granted during any calendar year may not exceed $100,000.
There were no stock options awarded to the Companys named executive officers during the fiscal
year ended December 31, 2010.
Cash Bonus
.
The Committee in its discretion may award cash bonuses to the Companys executive
officers based upon an annual review of the Companys overall performance, individual performance
and available cash resources. Other than Mr. Ahuja, who received a $10,000 performance bonus from
our subsidiary, there were no cash bonuses awarded to the Companys named executive officers for
the fiscal year ended December 31, 2010.
Retirement Plans
.
The Companys compensation program includes a tax deferred savings plan.
The Companys named executive officers can participate in the Companys 401(k) Tax Deferred Savings
Plan (the 401(k) plan). For 2010, contributions can be made for up to 70% per pay cycle with an
annual cap of $16,500. In addition, for those individuals over the age of 50, a Catch-Up
Deferral contribution can be made up to but not exceeding $5,500. The Company does not offer a
matching contribution for any of its employees. The named executive officers participate in the
401(k) plan on the same terms as all other employees.
Perquisites and Other Benefits
.
In comparison to base salary, perquisites and other benefits
represent only a small portion of the named executive officers compensation. The only perquisite
available to the Companys named executive officers is the use of a company car or an automobile
allowance. (In fiscal year 2010, the Companys former Interim Chief Executive Officer and Chief
Financial Officer, Mr. Quadrino, had use of a Company car.) as well as relocation allowances. The
Committee has approved this perquisite and other benefits as reasonable components of the Companys
executive officer compensation.
18
Employment Agreements
There are currently no employment agreements with the Companys named executive officers.
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Executive Officer
The following table sets forth the names, ages and offices of the Companys executive
officers.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
|
Title
|
|
|
|
|
|
|
|
Divya Ramachandran
|
|
|
31
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
NR Suparna
|
|
|
63
|
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
Umesh Ahuja
|
|
|
37
|
|
|
Chief Financial Officer
|
Divya Ramachandran
has been a director of the Company since August 22, 2006. Ms. Ramachandran
is a member of the Executive Committee, the Nominating and Corporate Governance Committee and the
Compensation Committee. Since May 2010, Divya has been President and Chief Executive Officer of
the Company. From February 2004 to May 2010, Ms. Ramachandran was at Helios and Matheson
Information Technology Ltd., the parent of the Company, initially focusing on mergers and
acquisitions and later on sales and client relationships. From June 2003 to January 2004, Ms.
Ramachandran was Program Director for General Management Programs at the Indian School of Business.
From July 2002 to January 2003, Ms. Ramachandran was a Senior Manager, Strategy and Restructuring
Cell for Lupin Limited, one of Indias leading pharmaceutical companies. From June 2000 to 2001,
Ms. Ramachandran was an associate with Arthur Andersen . Ms. Ramachandran brings to the Companys
Board valuable insight into organizational and operational issues as well as experience in managing
complex global information technology companies.
NR Suparna, age 64
, has been Chief Operating Officer of the Company since May 20, 2010. Mr.
Suparna is an Engineer, MBA with 41 years of corporate experience of which 24 years have been at
C-levels in different multinational corporations dealing in consumer products, Industrial chemicals
and Agrochemicals, and the last 7 years in IT services. From February 2004 to March 2009, Mr.
Suparna was President and CEO of Helios and Matheson Information Technology (Bangalore) Limited.
Umesh Ahuja, age 37
, has been Chief Financial Officer of the Company since November 11, 2010.
Mr. Ahuja is a CPA (USA) and CWA (India) with 15 years of corporate experience. Since June 2009,
he was Vice President of Helios and Matheson Global Services, a wholly owned subsidiary of the
Company located in Bangalore, India. From 1998 to 2009, Mr. Ahuja served as Assistant Vice
President of Genpact India, a global leader in business process and technology management services.
19
Summary Compensation Table for 2010 and 2009
The following table sets forth certain information regarding compensation for services
rendered in all capacities during the years ended December 31, 2010 and 2009 by our named executive
officers. There were no stock options awarded to the Companys named executive officers during
2010 or 2009.
Summary of Compensation table for 2010 and 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
Performance
|
|
|
All Other
|
|
|
|
|
Name and Principal position
|
|
Year
|
|
|
Salary
|
|
|
Awards
|
|
|
Bonus
|
|
|
Compensation
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salvatore M. Quadrino
|
|
|
2010
|
|
|
|
142,250
|
|
|
|
|
|
|
|
|
|
|
|
15,462
|
(1)
|
|
|
157,712
|
|
Former Interim Chief Executive Officer and Chief Financial Officer
|
|
|
2009
|
|
|
|
223,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
223,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Divya Ramachandran
|
|
|
2010
|
|
|
|
56,923
|
|
|
|
|
|
|
|
|
|
|
|
28,366
|
(2)
|
|
|
85,289
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Umesh Ahuja
|
|
|
2010
|
|
|
|
38,037
|
(3)
|
|
|
|
|
|
|
10,000
|
(3)
|
|
|
|
|
|
|
48,037
|
|
Chief Financial Officer
|
|
|
2009
|
|
|
|
24,296
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NR Suparna
|
|
|
2010
|
|
|
|
52,308
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
(5)
|
|
|
76,308
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes severance and PTO payment.
|
|
(2)
|
|
Includes directors fee of $10,000 and relocation expenses of $18,366
paid on appointment.
|
|
(3)
|
|
Mr. Ahuja is based in India and employee of the Companys wholly
owned subsidiary Helios and Matheson Global Services Pvt. Ltd (HMGS). Mr. Ahuja was paid INR
1,711,667 as salary and INR 450,000 as performance bonus which has been converted at the
conversion rate on March 17, 2011 of 45 INR per USD.
|
|
(4)
|
|
2009 compensation was paid to Mr. Ahuja as Vice President of the HMGS.
|
|
(5)
|
|
Includes relocation expenses of $24,000 paid on appointment.
|
20
Option Exercises for 2010
No options were exercised by any officer of the Company during 2010.
Outstanding Equity Awards at 2010 Fiscal Year End
The following table provides certain information about all equity compensation awards held by
the named executive officers as of December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Unexercised
|
|
|
|
|
|
|
Option
|
|
|
Option
|
|
|
|
Unexercised
|
|
|
Unearned
|
|
|
|
|
|
|
Exercise
|
|
|
Expiration
|
|
Name
|
|
Options
|
|
|
Options (a)
|
|
|
Grant Date
|
|
|
Price
|
|
|
Date
|
|
|
Divya Ramachandran
|
|
|
250
|
|
|
|
250
|
|
|
|
08/22/06
|
|
|
$
|
3.79
|
|
|
|
08/22/11
|
|
|
|
|
(a)
|
|
Option Awards vest as follows:
|
|
|
|
|
|
|
|
Vesting Date
|
|
|
|
|
|
|
|
Aug 22,
|
|
Name
|
|
2007
|
|
Divya Ramachandran
|
|
|
250
|
|
21
Director Compensation
The following table sets forth certain information regarding compensation for services
rendered by the Companys directors during the fiscal year ended December 31, 2010. During the
fiscal year ended December 31, 2010, there were no stock awards granted to directors and no other
compensation was earned (including in the form of nonqualified deferred compensation earnings).
|
|
|
|
|
|
|
Fees
|
|
|
|
Earned or
|
|
|
|
Paid in
|
|
Name
|
|
Cash
(a)
|
|
Srinivasaiyer Jambunathan
|
|
$
|
27,000
|
|
Daniel L. Thomas
|
|
$
|
27,000
|
|
Rabin K. Dhoble
|
|
$
|
27,000
|
|
Kishan Grama Ananthram
|
|
$
|
27,000
|
|
Divya Ramachandran
|
|
$
|
10,000
|
|
|
|
|
(a)
|
|
Each director received non-employee directors compensation of $6,000 per
quarter during first half of 2010 and $7,500 per quarter during second half of 2010. Each
director is reimbursed for travel and other reasonable expenses incurred as related to the
business of the Company.
|
22
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Exchange Act, proposals by Shareholders that are intended for
inclusion in our proxy statement and proxy card and to be presented at our next annual meeting must
be received by us no later than the close of business on January 1, 2012 in order to be considered
for inclusion in our proxy materials relating to the next annual meeting. Such proposals shall be
addressed to our Secretary at our corporate headquarters and may be included in next years annual
meeting proxy materials if they comply with rules and regulations of the Securities and Exchange
Commission (SEC) governing stockholder proposals.
If a shareholder chooses not to include a proposal in our proxy pursuant to Rule 14a-8 of the
Exchange Act, notice of the proposal must be received by the Company no later than March 15, 2012,
otherwise the proxies may vote on the proposal in the manner they believe is appropriate, in
accordance with SEC rules.
OTHER BUSINESS
The Board of Directors of the Company is not aware of any other matters to come before the
Annual Meeting. If any other matter should come before the meeting, the persons named in the
enclosed proxy intend to vote the proxy according to their best judgment.
MULTIPLE SHAREHOLDERS SHARING ONE ADDRESS
In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be
delivered to two or more shareholders who share an address, unless we have received contrary
instructions from one or more of the shareholders. We will deliver promptly upon written or oral
request a separate copy of the proxy statement to a shareholder at a shared address to which a
single copy of the proxy statement was delivered. Requests for additional copies of the proxy
statement, and requests that in the future separate proxy statements be sent to shareholders who
share an address, should be directed to Helios and Matheson North America Inc., Attn: Mr. Umesh
Ahuja, 200 Park Avenue South, Suite 901, New York, New York 10003, (212) 979-8228. In addition,
shareholders who share a single address but receive multiple copies of the proxy statement may
request that in the future they receive a single copy by contacting us at the address and phone
number set forth in the prior sentence.
23
A COPY OF THE 2010 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS PROXY STATEMENT. COPIES OF
THE COMPANYS FORM 10-K REPORT FOR FISCAL YEAR 2010, INCLUDING EXHIBITS, CONTAINING INFORMATION ON
OPERATIONS AND THE COMPANYS FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, ARE AVAILABLE UPON WRITTEN REQUEST WITHOUT CHARGE FOR
REQUESTORS WHO INCLUDE IN THEIR WRITTEN REQUEST A GOOD FAITH REPRESENTATION THAT, AS OF April 8,
2011, SUCH REQUESTOR WAS A BENEFICIAL OWNER OF THE COMPANYS COMMON STOCK. PLEASE WRITE TO:
HELIOS AND MATHESON NORTH AMERICA INC.
200 PARK AVENUE SOUTH
SUITE 901
NEW YORK, NY 10003
ATTENTION: UMESH AHUJA, SECRETARY
COPIES MAY ALSO BE OBTAINED WITHOUT CHARGE THROUGH THE SECS WORLD WIDE WEB SITE AT
http://www.sec.gov
24
APPENDIX A
Certificate of Amendment
of
Certificate of Incorporation
of
Helios and Matheson North America Inc.
Under Section 242 of the Delaware General Corporation Law
Helios and Matheson North America Inc., a corporation organized and existing under the laws of
the State of Delaware (the Corporation) hereby certifies as follows:
The Certificate of Incorporation of the Corporation is hereby amended as follows:
|
1.
|
|
Article First is hereby amended to read as follows:
|
|
|
|
|
The name of the corporation is Helios and Matheson Information Technology
Inc. (hereinafter referred to as the Corporation).
|
|
|
2.
|
|
Paragraph one of Article Fourth is hereby amended as follows:
|
|
|
|
|
The total number of shares of stock which the Corporation shall have
authority to issue is thirty two million (32,000,000), of which two million
(2,000,000) shares with a par value of one cent ($0.01) per share shall be
designated as Preferred Stock and thirty million (30,000,000) shares with
a par value of one cent ($0.01) per share shall be designated as Common
Stock. Each two and one-half (2.5) shares of the Corporations Common
Stock, par value $0.01 per share, issued and outstanding as of 5:00 p.m.
eastern time on the date this Certificate of Amendment is filed with the
Secretary of State of the State of Delaware shall be converted and
reclassified into one (1) share of the Corporations Common Stock, par value
$0.01 per share. Any fractional shares resulting from such conversion will
be rounded up to the nearest whole number.
|
The foregoing amendment has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware by the vote of a majority of each class of
outstanding stock of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, I have signed this Certificate this _____ day of
, 2011.
|
|
|
|
|
|
|
|
|
Divya Ramachandran
Chief Executive Officer
|
|
25
HELIOS AND MATHESON NORTH AMERICA INC
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Ms. Divya Ramachandran, President and Chief Executive
Officer, and Mr. Suparna NR, Chief Operating Officer, Helios and Matheson North America Inc., a
Delaware corporation (the Company), and each of them as proxy for the undersigned, with full
power of substitution, for and in the name of the undersigned to act for the undersigned and to
vote, as designated below, all of the shares of common stock, $0.01 par value per share, of the
Company that the undersigned is entitled to vote at the 2011 Annual Meeting of Shareholders of the
Company, to be held on May 2, 2011, at 10:00 a.m. (local time), at the offices of the Companys
headquarter located at 200 Park Avenue South, Suite 901, New York, NY 10003 and at any and all
adjournments or postponements thereof, in accordance with the directions as follows with respect to
the following matters (and with discretionary authority as to any and all other):
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF YOU SIGN AND RETURN THIS PROXY WITHOUT GIVING ANY INSTRUCTION, THIS
PROXY WILL BE VOTED
FOR
THE ELECTION OF ALL OF THE NOMINEES NAMED BELOW AND FOR ALL OTHER
PROPOSALS OR OTHERWISE IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS.
|
|
|
|
|
|
|
|
|
Address Change/Comments
|
|
|
(Mark the corresponding box on the reverse side)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
(Continued and to be marked, dated and signed, on the other side)
|
|
|
|
|
Please mark
your votes as
indicated in
this example
|
|
x
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 and 3.
Please mark your votes as in this example /x/.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR ALL NOMINEES
|
|
|
|
|
|
|
|
|
|
listed below
|
|
|
WITHHOLD AUTHORITY
|
|
|
|
|
|
|
(except as marked to
|
|
|
to vote for all nominees
|
|
|
|
|
|
|
the contrary below)
|
|
|
listed below
|
|
|
EXCEPTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Election of Directors Nominees
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
01
|
|
Srinivasaiyer Jambunathan
|
|
02
|
|
Daniel L. Thomas
|
|
03
|
|
Kishan Grama Ananthram
|
|
04
|
|
Divya Ramachandran
|
2.
|
|
To ratify the appointment of Mercadien P.C., as the independent public accountants of the
Company for the fiscal year ending December 31, 2011.
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
o
|
|
o
|
|
o
|
3.
|
|
To approve an amendment to the Companys Certificate of Incorporation to effect a
reverse-split of its common stock;
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
o
|
|
o
|
|
o
|
4.
|
|
To approve an amendment to the Companys Certificate of Incorporation to change the Companys
name to Helios and Matheson Information Technology Inc.
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
o
|
|
o
|
|
o
|
Signature(s)
Dated
2011
NOTE: Please sign exactly as the name appears on this card. When shares are held by two
or more persons, both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in partnership name by
authorized person.
Fold and detach here
Helios & Matheson North America Inc. (MM) (NASDAQ:HMNA)
Historical Stock Chart
From Apr 2024 to May 2024
Helios & Matheson North America Inc. (MM) (NASDAQ:HMNA)
Historical Stock Chart
From May 2023 to May 2024