DEF 14C
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 18549
SCHEDULE 14C
(Rule 14C-101)
Information Statement Pursuant to Section 14(c) of
The Securities Exchange Act of 1934
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (1)) |
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Access Plans, Inc.
(Exact name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the registrant)
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TABLE OF CONTENTS
Access Plans, Inc.
900 36th Avenue, NW, Suite 105
Norman, Oklahoma 73072
RE: Notice of Action by Written Consent of Shareholders to be Effective December 9, 2011.
Dear Shareholder:
We are notifying you and our other shareholders of record on October 31, 2011 that
shareholders owning 12,403,537 shares of our common stock representing 62.4% of our outstanding
Common Stock on October 31, 2011 will execute a written consent in lieu of an annual meeting
approving:
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The election of seven members to our Board of Directors, to hold office until
their successors are duly elected and qualified at the annual meeting of our
shareholders to be held in 2011 or until the earlier of their death, resignation, or
removal; |
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The advisory vote on executive compensation; |
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The advisory vote on the frequency of holding an advisory vote on executive
compensation; and |
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The ratification of Eide Bailly LLP as our independent registered public
accounting firm for fiscal 2011. |
Under the corporate laws of Oklahoma and our bylaws, shareholder action may be taken by
written consent without a meeting of shareholders. The written consent of the holders of a
majority of our outstanding common stock is sufficient under the Oklahoma General Corporation Act
and our articles of incorporation and bylaws to approve the actions described above. Accordingly,
the actions described above will not be submitted to you and our other shareholders for a vote.
This letter is the notice required by Section 18 Okla.St.Ann. § 1073 of the Oklahoma General
Corporation Act.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
An information statement containing a detailed description of the matters approved and adopted
by written consent in lieu of an annual meeting of shareholders accompanies this notice. You are
urged to read the information statement in its entirety for a description of the actions to be
taken by the holders of a majority of our outstanding common stock shares. We mailed this notice
and the accompanying information statement to you and our other shareholders on or about November
4, 2011.
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By order of the Board of Directors,
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BRADLEY DENISON
Secretary |
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Norman, Oklahoma
November 4, 2011
Access Plans, Inc.
900 36th Avenue, NW, Suite 105
Norman, Oklahoma 73072
(405) 579-8525
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
We are sending you this information statement to inform you of the actions to be taken by the
holders of a majority of our outstanding common stock by written
consent in lieu of our 2011 annual
meeting of shareholders.
What actions are to be taken by the written consent in lieu of an annual meeting?
The holders of a majority of our outstanding common stock executed a written consent:
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The election of a Board of Directors consisting of seven members, to hold
office until their successors are duly elected and qualified at the next annual meeting
of our shareholders to be held in 2012 or until the earlier of their death, resignation,
or removal; |
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The advisory vote on executive compensation; |
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The advisory vote on the frequency of holding an advisory vote on executive
compensation; and |
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The ratification of Eide Bailly LLP as our independent registered public
accounting firm for fiscal year ending September 30, 2011. |
How many shares were voted for the actions?
The approval and adoption of each of the actions taken by written consent in lieu of an annual
meeting requires the consent of the holders of a majority of the shares of our outstanding common
stock. On October 31, 2011, we had 19,927,204 outstanding shares of our common stock on the record
date. Each share of our common stock is entitled to one vote. The nine holders of 12,403,537
shares of our common stock, representing 62.4% of our outstanding common stock shares entitled to
vote on the record date, will execute a written consent in lieu of an annual meeting that will be
effective on or following December 9, 2011. Under the Oklahoma General Corporation Act and our
bylaws, shareholder action may be taken by written consent without a meeting of shareholders. The
written consent of the holders of a majority of our outstanding common stock will be sufficient
under the Oklahoma General Corporation Act and our articles of incorporation and bylaws to approve
the actions described above. As a result, all actions described in this information statement will
be effected on December 9, 2011, without any further action or vote by shareholders.
Action 1 Election of Directors
Our Bylaws provide that the Board of Directors consists of that number of members as the Board
of Directors may from time to time determine by resolution or election, but not less than one. Our
Board of Directors currently consists of seven members.
The holders of 12,403,537 shares of our common stock, representing 62.4% of the shares of our
common stock entitled to vote on the record date, will execute a written consent in lieu of an
annual meeting electing seven directors to serve on our board of directors. The consent and the
election of directors will be effective on or following December 9, 2011. The directors will serve
for a one year term or until their successors are duly elected and qualified at the annual meeting
of our shareholders to be held in 2012 or until the earlier of their death, resignation, or
removal. The following is a brief description of the background and business experience of each of
the nominee directors, Messrs. Wright, Wimberley, Gerdes, Simonelli, Kidd, Hill and Cleveland, to
be elected to serve on our Board of Directors:
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Danny C. Wright
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Mr. Wright (age 60) has served as our Chairman of the
Board of Directors and Chief Executive Officer since
March 2007 and has served as Chief Executive Officer of
our subsidiary, Benefit Marketing Solutions, since
January 2003. From 2000 to 2003, Mr. Wright was a
principal of Club Source Group (CSG). CSG was the
largest independent representative of Foresight, Inc.
products after he sold his interest in Foresight in
1999. In 1989, Mr. Wright co-founded and served as
President of Foresight, Inc. until the company sold in
December 1999. Mr. Wright led Foresights growth from
start-up to one of the leading membership plan providers
in the rental purchase industry and serving two-thirds
of the industrys locations. Prior to Foresight, Mr.
Wright managed warranty terms administration and add-on
programs for a regional home and auto retail chain and
served in various positions for two insurance carriers. |
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Brett Wimberley
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Mr. Wimberley (age 49) has served as one of our
Directors and as President since May 2007, and Chief
Financial Officer since February 11, 2010 and Chief
Operating Officer of our subsidiary Benefit Marketing
Solutions (BMS) since February 2002. Mr. Wimberley has
been President of Southwest Brokers, Inc, a real estate
investment company, since February 1987. Mr. Wimberley
served as President of Universal Marketing Services from
October 1996 to December 2000 and Foresight, Inc. from
December 1999 to December 2000. From January 1990 to
September 1996, Mr. Wimberley served in various sales
positions for United Bank Services, last as Senior Vice
President. Mr. Wimberley holds a BBA and MBA from the
University of Oklahoma. |
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Larry G. Gerdes
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Mr. Gerdes (age 62) has served as one of our Directors
since February 1, 2001. Mr. Gerdes has served as the
Chief Executive Officer of Transcend Services, Inc.
since May 1993 and as Chairman of the Board since May
2000. In addition, he served as President of Transcend
Services, Inc. (NasdaqGS: TRCR) from 1985 to December
2003 and April 2005 through August 2009. TRCR a
publicly-held company is the second largest medical
transcription company in the US serving hospitals,
clinics and physicians offices. From 1991 to 1993, Mr.
Gerdes was a private investor. Mr. Gerdes serves on the
board of directors of CME Group, Inc. (NYSE, Nasdaq:
CME), a futures and future-options exchange . Prior to
1991, Mr. Gerdes held various executive positions with
HBO & Company, including Chief Financial Officer and
Executive Vice President. |
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John Simonelli
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Mr. Simonelli (age 65) has served as one of our
Directors since May 12, 2008. Mr. Simonelli served as
Chairman of the Board and Chief Executive Officer of
Graymark Healthcare, Inc. (NasdaqCM: GRMH), a former
publicly-held company engaged the providing of sleep
disorder diagnosis services, from February 3, 2005 until
July 23, 2008 and served as its President and Chief
Operating Officer from August 18, 2003 to February 3,
2005. Mr. Simonelli is an independent business
consultant who has extensive experience in the planning,
development, and funding of emerging-growth companies.
He served as a director of Access Plans USA, Inc.
(formerly Precis, Inc.) from December 2000 until July
2001. Prior to our acquisition of Access Plans USA,
Inc., it was publicly-held primarily engaged in the
providing of healthcare savings to the self-insured.
From March 1994 until July 1999, Mr. Simonelli was
employed by Laboratory Specialists of America, Inc. and
served as Chairman of the Board, Chief Executive Officer
and Secretary, and a Director until December 7, 1998.
Laboratory Specialists of America, Inc. was engaged in
forensic drug testing and was formerly publicly-held
until acquired by The Kroll-OGara Company by merger.
Mr. Simonelli served as a Director, Chief Executive
Officer and Secretary of Vantage Capital Resources, Inc.
from March 1996 until its merger with The Vialink
Company (formerly Applied Intelligence Group, Inc.) and
thereafter served as a Director and Vice President of
The Vialink Company until October 14, 1996. He served
as Chairman of the Board and Chief Executive Officer of
MBF USA, Inc. (formerly American Drug Screens, Inc.), a
publicly-held company engaged in the medical products
and services industry, from February 1988 through June
1992. He served as Chief Executive Officer of Unico,
Inc. (formerly CMS Advertising, Inc.), a publicly-held
company engaged in the franchising of cooperative direct
mail advertising businesses, from June 1986 to June
1988. From July 1981 through June 1985, he served in
various capacities, including President and Director,
with Moto Photo, Inc., a publicly-held company engaged
in the business of franchising one-hour, photo
development laboratories. Mr. Simonelli served as
President and Chief Executive Officer from May 1985
until November 1985, and a Director, from May 1985
through 1988, of TM Communications, Inc. (formerly Video
Image, Inc. and TM Century, Inc.), a publicly-held
company engaged in radio broadcasting and corporate
communications. |
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Mark R. Kidd
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Mr. Kidd (age 45) has served as one of our Directors
since May 12, 2008. Mr. Kidd has over 20 years
experience in finance and accounting. Mr. Kidd is Chief
Executive Officer of C&L Supply, Inc., a privately-held
wholesale distribution company which serves customers in
seven states. Mr. Kidd also serves, on a part-time
basis, as the SEC Reporting Manager for Graymark
Healthcare, Inc. (GRMH), a publicly-held company engaged
in the providing of sleep disorder diagnosis services.
Mr. Kidd served as Chief Financial Officer of Graymark
Healthcare, Inc. from August 18, 2003 until July 23,
2008. Mr. Kidd served as Chief Financial Officer of
Access Plans USA, Inc. (formerly Precis, Inc.), a former
publicly-held company primarily engaged in the providing
of healthcare savings plans to the un-insured, from
August 1999 until January 2002 and as a director from
January 2000 until February 2002. He also served as
President, Chief Operating Officer, Secretary and a
Director of Foresight, Inc. a wholly-owned subsidiary of
Access Plans USA, Inc. from February 1999 until January
2002. Mr. Kidd served as President of Paceco Financial
Services, Inc., a privately-held regulated savings
company, from March 1998 until December 2000. Mr. Kidd
also spent approximately 9 years in public accounting.
Mr. Kidd is a Certified Public Accountant and holds a
B.B.A. in accounting from Southern Methodist University. |
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J. French Hill
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Mr. Hill (age 54) has served as one of our Directors
since April 1, 2009. Mr. Hill served on the Board of
Directors of Access Plans USA, Inc. (formerly Precis,
Inc.), a former publicly-held company primarily engaged
in the providing of healthcare savings plans to the
uninsured, from January 2003 until April 2009 and was
named as its Chairman of the Board of Directors on
August 20, 2007. In 1999, Mr. Hill founded Delta Trust &
Banking Corp., a privately held banking, trust and
investment brokerage company headquartered in Little
Rock, Arkansas, following a six year career with
Arkansas largest publicly traded holding company, First
Commercial Corp. First Commercial was sold in 1998 to
Regions Financial Corp. (RF). As an executive officer of
First Commercial, Mr. Hill was chairman of the bank
holding companys Trust Division and its investment
brokerage dealer subsidiary from 1995 until 1998. He
also oversaw a number of other staff functions in the
company from 1993 through 1998 including human
resources, executive compensation, bank compliance,
credit review and strategic planning. During the last
five years he has served as a member of the Board of
Directors of Delta Trust & Banking Corp. and its
affiliates (1999 to present), Research Solutions LLC, a
privately held company in the clinical trials business
(1999 to 2008), and Syair Designs LLC, a privately held
company in the aircraft lighting systems business
(2000-2003). From May 1989 through January 1993, Mr.
Hill was a senior economic policy official in the George
H. W. Bush Administration on the staff of the White
House and as deputy assistant secretary of the U.S.
Treasury. Mr. Hill graduated magna cum laude in
economics from Vanderbilt University. |
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Russell Cleveland
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Mr. Cleveland (age 72) has served as one of our
Directors since April 1, 2009. Mr. Cleveland was a
director of Access Plans USA, Inc. (formerly Precis,
Inc.), a former publicly-held company primarily engaged
in the providing of healthcare savings plans to the
uninsured, from September 2005 until April 2009. He is
the Founder, President, and Chief Executive Officer of
Renn Capital Group, Inc., a privately held investment
management company. He has held these positions since
1972. Mr. Cleveland has more than 40 years experience in
the investment business, of which over 30 years has been
spent as a portfolio manager specializing in the
investment of common stocks and convertibles of small
private and publicly traded companies. A graduate of
Wharton School of Business, Mr. Cleveland has served as
President of the Dallas Association of Investment
Analysts and, during the course of his career, has
served on numerous boards of directors of public and
private companies. Mr. Cleveland currently serves on the
Boards of Directors of Renaissance III, RUSGIT,
Cover-All Technologies, Inc., CaminoSoft Corp., Digital
Recorders, Inc., Integrated Security Systems, Inc. and
BPO, Inc., all of which are publicly traded companies. |
Action 2 Advisory Vote on Executive Compensation
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, our
shareholders are exercising the opportunity to vote to approve, on a non-binding, advisory basis,
the compensation of Danny C. Wright, Brett Wimberley, Bradley W. Denison, Rita W. McKeown and Susan
Matthews (our Named Executive Officers). This voting opportunity is not intended to address any
specific element of compensation; rather, the voting opportunity relates to the compensation of our
Named Executive Officers, as described in this information statement in accordance with the
compensation disclosure rules of the U.S. Securities and Exchange Commission.
Compensation Program Highlights
As described in greater detail under Compensation Discussion and Analysis, our compensation
system is designed to:
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attract, retain and motivate our Named Executive Officers with the competence,
knowledge, leadership skills and experience to grow our profitability; |
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align the interests of our Named Executive Officers with the interests of our
shareholders by basing a significant majority of each Named Executive Officers total
compensation on individual and corporate performance; and |
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encourage both a short-term and long-term focus, while avoiding excessive risk taking. |
To achieve these objectives, total compensation for the Named Executive Officers is weighted
heavily toward incentive compensation rather than base salary, and a substantial majority of the
incentive compensation of Mr. Denison and Ms. McKeown consists of stock option awards. We believe
that the compensation of our Named Executive Officers for the fiscal year ended September 30, 2010
was appropriate and reasonable, and that our compensation programs are sound and in our best
interest and that of our shareholders.
For the above reasons, nine holders of 12,403,537 shares of our common stock, representing
62.4% of the shares of our common stock entitled to vote on the record date, will execute a written
consent in lieu of an annual meeting to indicate their support for the compensation of our Named
Executive Officers. That consent and the ratification will be effective on or following December
9, 2011. Even though this vote is advisory and not binding on us or our Board of Directors in any
way, we value the opinions of our shareholders expressed through their vote
on this proposal. Accordingly, our Stock Option and Compensation Committee will consider this vote
in making future compensation decisions with respect to our Named Executive Officers.
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Action 5 Advisory Shareholder Vote on the Frequency of Holding an Advisory Vote on Executive
Compensation
We are providing our shareholders with the opportunity to vote, on a non-binding, advisory
basis, for their preference as to how frequently we should seek future advisory votes on the
compensation of our executive offices named in our executive officer compensation disclosure in
accordance with the rules of the U.S. Securities and Exchange Commission. By voting with respect to
this proposal, our shareholders may indicate whether they would prefer that we conduct future
advisory votes on executive compensation every one, two or three years.
Our Board of Directors has determined that an annual advisory vote on executive compensation
will allow our shareholders to provide timely, direct input on the executive compensation
philosophy, policies and practices as disclosed in our either the information statement or proxy
statement and annual report each year. Our Board of Directors believes that an annual vote is
therefore consistent with our efforts to engage in an ongoing dialogue with our shareholders on
executive compensation and corporate governance matters.
We recognize that some of our shareholders may have different views as to the best approach
and although this vote is advisory and not binding on us or our Board of Directors in any way, our
Board of Directors have concluded that it is in our best interests and those of our shareholders to
hold an advisory vote on executive compensation each year. This same view is held by nine holders
of 12,403,537 shares of our common stock, representing 62.4% of the shares of our common stock
entitled to vote on the record date and will execute a written consent in lieu of an annual meeting
to require this advisory shareholder vote annually rather than less frequently. That consent and
the ratification will be effective on or following December 9, 2011.
Action 5 Ratification of Appointment of Independent Registered Public Accounting Firm
Nine holders of 12,403,537 shares of our common stock, representing 62.4% of the shares of our
common stock entitled to vote on the record date, will execute a written consent in lieu of an
annual meeting ratifying the appointment of Eide Bailly LLP, as our independent registered public.
That consent and the ratification will be effective on or following December 9, 2011.
ADDITIONAL INFORMATION
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
Our Board of Directors has three standing committees: the Audit Committee, the Stock Option
and Compensation Committee, and Nominating and Governance Committee.
Audit Committee
The Audit Committee of the Board of Directors that is currently comprised of Messrs. Gerdes,
Simonelli, and Kidd, oversees our accounting and reporting processes and the audits of our
financial statements.
Each director serving on the Audit Committee is independent as defined in Rule 6320A of the
Financial Industry Regulatory Authority. Furthermore, our Board of Directors has determined that
each of Messrs. Gerdes and Kidd qualify as an audit committee financial expert as defined in Item
401(h)(2) of Regulation S-K. The Report of the Audit Committee appears below. The Audit Committee
Charter is posted in the Investors Relations section of our website, www.accessplans.com. The Audit
Committee reviews and reassesses the adequacy of its charter on an annual basis. The Audit
Committee held four meetings during the fiscal year ended September 30, 2010.
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Members of the Audit Committee:
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Larry G. Gerdes
John Simonelli
Mark R. Kidd |
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Stock Option and Compensation Committee
The Stock Option and Compensation Committee (the Compensation Committee) acts as
administrator of our stock option plan and makes recommendations concerning the establishment of
additional employee benefit plans and compensation of our executive officers and directors. Each
member of the Compensation Committee is independent as defined in Rule 6320A of the Financial
Industry Regulatory Authority. The Report of the Compensation Committee appears below. The Stock
Option and Compensation Committee Charter is posted in the Investors section of our website,
www.accessplans.com. The Compensation Committee held three meetings during the fiscal year ended
September 30, 2010.
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Members of the Compensation Committee:
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Larry G. Gerdes
John Simonelli
Mark R. Kidd |
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J. French Hill
Russell Cleveland |
Nominating and Governance Committee
The Nominating and Corporate Governance Committee (a) monitors and oversees matters of
corporate governance, including the evaluation of the performance and processes and the
independence of directors of our Board of Directors, and (b) selects, evaluates and recommends to
the Board qualified candidates for election or appointment to our Board. Each member of this
Committee is independent as defined in Rule 6320A of the Financial Industry Regulatory Authority.
The Nominating and Governance Committee Charter is posted in the Investors section of our website,
www.accessplans.com. The nominee directors were nominated by our Board of Directors prior to
formation of the Nominating and Governance Committee.
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Members of the Nominating and Corporate Governance Committee:
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John Simonelli |
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J. French Hill
Russell Cleveland |
Shareholder Nominations for Directors
A shareholder desiring to recommend a candidate for election to our Board of Directors at our
scheduled February 1, 2012 annual shareholders meeting at which one or more directors will be
elected must submit a written proposal of his, her or its recommendation of the candidate to our
Corporate Secretary at our principal executive offices at 900 36th Avenue, Suite 105,
Norman, Oklahoma 73072. The proposal must be received at our principal executive office on or
before January 15, 2012. We have established March 30, 2012 as the meeting date for our 2012 annual
shareholders meeting. In the event this date changes, we will report the change in our next
Quarterly Report on Form 10-Q. The shareholder proposal must comply with Rule 14a-8 of the U.S.
Securities and Exchange Commission. The proposal must provide set forth certain information
concerning the proposing shareholder and the nominee, including the nominees name and address, a
representation that the proposing shareholder is entitled to vote at the meeting and intends to
appear in person or by proxy at the meeting to nominate the person specified in the notice, a
description of all arrangements or understandings between the proposing shareholder and the nominee
and any other person pursuant to which the nomination is to be made by the proposing shareholder,
the other information that would be required to be included in a proxy statement soliciting proxies
for the election of the nominee and the consent of the nominee to serve as a director if elected.
The nomination of any person not made in compliance with the foregoing procedure may not be
recognized by our Board of Directors or Nominating and Governance Committee.
In considering individuals for nomination as directors, our Board typically solicits
recommendations from our current directors and may engage third-party advisors to assist in the
identification and evaluation of candidates, as deemed necessary. The Board has not established
specific minimum qualities or skills that the Board believes are necessary for one or more
directors to possess. Instead, in evaluating potential candidates and incumbent directors for
reelection, the Board considers numerous factors, including judgment, skill, independence,
integrity, experience with business and other organizations of comparable size, the interplay of
the candidates experience with other board members, experience as an officer or director of
another publicly-held company, understanding of
management trends in general or in our industry, expertise in financial accounting and
corporate finance, ability to bring diversity to the member group, community or civic service,
knowledge or expertise not currently on the Board, shareholder perception, and to the extent that
the candidate would be a desirable addition to the Board and any committee of the Board. No
particular weight is given to one factor over another on a general basis, but rather the factors
are weighted in relationship to the perceived needs of our Board at the time of nominee selection.
Our Board will evaluate candidates recommended or properly proposed by our shareholders on the same
basis as our Board evaluates other candidates.
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Meetings
The Board of Directors held six meetings during the fiscal year ended September 30, 2010.
During the fiscal year ended September 30, 2010, each Director attended more than 75% of the total
number of meetings of the Board of Directors and committees on which he served.
COMMUNICATIONS WITH THE BOARD
While the Board of Directors does not have a formal process for shareholders to send
communications to the Board of Directors, each member of the Board of Directors is receptive to
receiving communications from our shareholders. Shareholders may send communications to the
attention of any Director at our office address.
CODE OF BUSINESS CONDUCT AND ETHICS POLICY
Our Board of Directors adopted a Code of Business Conduct and Ethics Policy (the Code of
Ethics) on November 1, 2004. The Code of Ethics applies to our directors, officers and employees
and must be acknowledged in writing by our Chief Executive Officer and Chief Financial Officer.
The Code of Ethics is posted in the Investors Relations section of our website,
www.accessplans.com.
REPORT OF THE AUDIT COMMITTEE
December 22, 2010
With the recommendation and approval of the Audit Committee of the Board of Directors,
effective October 1, 2008, we engaged the firm of Eide Bailly LLP to be our independent registered
public accountants of our financial statements for the 2011 fiscal year. Eide Bailly LLP has
served as our independent registered public accountants since August 2008.
We have reviewed and discussed with management our audited financial statements as of and for
the fiscal year ended September 30, 2010 included in our Annual Report on Form 10-K.
We discussed with Eide Bailly LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as amended. In addition, we have
received and reviewed the written disclosures and the letter from Eide Bailly LLP required by
Independence Standards Board, Standard No. 1, Independence Discussions with Audit Committees, and
discussed with Eide Bailly LLP its independence.
Based on the reviews and discussions referred to above, on December 22, 2010 we recommended to
the Board of Directors that the financial statements referred to above be included in our Annual
Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended
September 30, 2010.
Prior to the start of each annual audit for the years ended September 30, 2010 and 2009, the
Audit Committee reviewed and pre-approved the fee estimates of Eide Bailly LLP for fiscal 2010 and
2009 for providing the audit, audit-related, and all other services described below. In addition,
the Audit Committee reviewed and pre-approved managements budget for audit, audit-related, and all
other fees related to Eide Bailly LLP in conjunction with its review of our business plan and
related operating budgets for the years ended September 30, 2010 and 2009. In addition to the
review and pre-approval processes described above, in 2010 and beyond, as provided for in the Audit
Committee Charter referred to below, the Committee pre-approved and intends to continue
pre-approving all audit and non-audit services to be provided by the independent auditors by
delegating to the Chairman of the Audit
Committee the authority to pre-approve any audit or non-audit services to be performed by the
independent auditors, provided that each approval be presented to the Audit Committee at its next
scheduled meeting.
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The Audit Committee has considered whether the provision of the services described under the
captions Audit-Related Fees and All Other Fees by Eide Bailly LLP are compatible with
maintaining the principal accountants independence and determined that the independence of Eide
Bailly LLP was not and is not impaired by the provision of said services.
Audit Fees
The aggregate fees billed by Eide Bailly LLP for professional services rendered for our audit
for the years ended September 30, 2010 and 2009 were $138,500 and $107,775, respectively. No
person or firm other than Eide Bailly LLP performed audit related services for us in fiscal year
2010 or 2009.
Tax Fees
The aggregate fees billed by Weaver LLP for professional services rendered in conjunction with
federal, state and local income tax return preparation and other tax related services in 2010 was
$61,200. Aggregate fees billed by Dunn & Stone for professional services rendered in conjunction
with federal, state and local income tax return preparation in 2009 were $10,747.
All Other Fees
The aggregate fees billed by Eide Bailly LLP for all other fees were $46,298 for professional
services rendered on our behalf for the year ended September 30, 2009. No other professional fees
were billed by Eide Bailly LLP to us for the years ended September 30, 2010 and 2009.
The foregoing report of the Audit Committee is not incorporated by reference in any previous
or future reports or other filings by us with the Securities and Exchange Commission under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we
specifically incorporate the report or filing by reference in the applicable report or filing.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of October 31, 2011 certain information with respect to all
shareholders known to us to beneficially own more than 5% of our Common stock, and information with
respect to our common stock beneficially owned by each of our directors, nominee directors,
executive officers included in the Summary Compensation Table set forth under the caption
Executive Compensation, and our directors and executive officers as a group. Except as otherwise
indicated by footnote, the persons listed in the table have sole voting and investment powers with
respect to the common stock beneficially owned by them. For purposes of the following table, the
number of shares and percent of ownership of our outstanding common stock that the named person
beneficially owned includes shares of our common stock that the named person has the right to
acquire within 60 days of the above-referenced date pursuant to exercise of stock options and other
types of purchase rights and are deemed to be outstanding, but are not deemed to be outstanding for
the purposes of computing the number of shares beneficially owned and percent of outstanding common
stock of any other named person.
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned |
|
|
Rights |
|
|
|
|
|
|
Percent of |
|
Name (and Address) |
|
Of |
|
|
To |
|
|
Total |
|
|
Ownership |
|
of Beneficial Owner |
|
Record |
|
|
Acquire (1) |
|
|
Shares (1) |
|
|
(1) (2) |
|
|
Danny Wright (3) (9)
900 36th Avenue, NW
Norman, Oklahoma 73072 |
|
|
3,946,900 |
|
|
|
-0- |
|
|
|
3,946,900 |
|
|
|
19.9 |
% |
Brett Wimberley (4) (9)
900 36th Avenue, NW
Norman, Oklahoma 73072 |
|
|
3,918,327 |
|
|
|
-0- |
|
|
|
3,918,327 |
|
|
|
19.7 |
% |
Susan Matthews (5)
900 36th Avenue, NW
Norman, Oklahoma 73072 |
|
|
1,966,000 |
|
|
|
-0- |
|
|
|
1,966,000 |
|
|
|
9.9 |
% |
RENN Capital (6)
4929 W. Royal Lane, Suite 200
Irving, TX 75063 |
|
|
2,264,645 |
|
|
|
23,387 |
|
|
|
2,288,032 |
|
|
|
11.5.0 |
% |
Russell Cleveland (6) (9) |
|
|
2,264,645 |
|
|
|
23,387 |
|
|
|
2,288,032 |
|
|
|
11.5.0 |
% |
Larry G. Gerdes (8) |
|
|
191,165 |
|
|
|
155,000 |
|
|
|
346,165 |
|
|
|
1.7 |
% |
John Simonelli (9) |
|
|
15,000 |
|
|
|
95,000 |
|
|
|
110,000 |
|
|
|
0.6 |
% |
J. French Hill (9) |
|
|
25,000 |
|
|
|
31,774 |
|
|
|
56,774 |
|
|
|
0.3 |
% |
Rita W. McKeown (7) |
|
|
-0- |
|
|
|
76,999 |
|
|
|
76,999 |
|
|
|
0.4 |
% |
David Huguelet (10) |
|
|
60,920 |
|
|
|
104,500 |
|
|
|
165,420 |
|
|
|
0.8 |
% |
Bradley W. Denison (11) |
|
|
61,500 |
|
|
|
132,500 |
|
|
|
194,000 |
|
|
|
1.0 |
% |
Mark Kidd (9) |
|
|
15,000 |
|
|
|
20,000 |
|
|
|
35,000 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and officers
as a group of 12 individuals |
|
|
12,464,457 |
|
|
|
639,160 |
|
|
|
13,103,617 |
|
|
|
65.98 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Shares not outstanding but deemed beneficially owned by virtue of the right of a person or
members of a group to acquire them within 60 days are treated as outstanding for determining
the amount and percentage of common stock owned by such person. To our knowledge, each named
person has sole voting and sole investment power with respect to the shares shown except as
noted, subject to community property laws, where applicable. |
|
(2) |
|
Rounded to the nearest one-tenth of one percent, based upon 19,877,304 shares of
common stock outstanding at October 31, 2011. |
|
(3) |
|
Mr. Wright is our Chairman of Board of Directors and Chief Executive Officer and a
nominee director. |
|
(4) |
|
Mr. Wimberley is one of our directors and our President and Chief Financial Officer and a
nominee director. |
|
(5) |
|
Ms. Matthews is President of our subsidiary, Benefit Marketing Solutions, LLC. |
9
|
|
|
(6) |
|
The beneficial shares owned are held of record by RENN Global Entrepreneurs Fund, Inc.
(formerly Renaissance Capital Growth & Income Fund III, Inc.) (662,502 shares), Premier RENN
Entrepreneurial Fund Limited (formerly Premier RENN US Emerging Growth Fund Limited) (417,306
shares), Renaissance US Growth Investment Trust PLC (1,174,837 shares), each of which is an
investment fund managed by RENN Capital Group, Inc. Mr. Cleveland controls RENN Capital Group,
Inc. and is also deemed to be the beneficial owner of those common stock shares. Mr.
Cleveland serves as one of our directors. |
|
(7) |
|
Ms. McKeown is our Chief Accounting Officer. |
|
(8) |
|
The number of shares and the percent includes 166,666 shares held by Gerdes Huff Investments
of which Mr. Gerdes is a general partner and 9,999 shares held by Gerdes Family Partnership of
which Mr. Gerdes is a general partner. Mr. Gerdes serves as one of our directors and is a
nominee director. |
|
(9) |
|
The named individual is one of our directors and is a nominee director. |
|
(10) |
|
Mr. Huguelet is President, Retail Division. |
|
(11) |
|
Mr. Denison is Executive Vice President, General Counsel and Secretary. |
EXECUTIVE OFFICERS
Set forth below is certain information with respect to our executive officers. Executive
officers are elected by our Board of Directors and each serves at the discretion of the Board.
|
|
|
|
|
|
|
Name |
|
Age |
|
Position Held |
Danny C. Wright
|
|
|
60 |
|
|
Chairman of the Board of Directors and Chief Executive Officer |
Brett Wimberley
|
|
|
48 |
|
|
Director, President, Chief Financial Officer and Chief Operating Officer |
Rita W. McKeown
|
|
|
58 |
|
|
Chief Accounting Officer and Treasurer |
Susan Matthews
|
|
|
52 |
|
|
President, Benefit Marketing Solutions, LLC (a subsidiary) |
Bradley W. Denison
|
|
|
50 |
|
|
Executive Vice President, General Counsel, and Secretary |
Charlie Harris
|
|
|
56 |
|
|
President, Insurance Marketing Division |
David Huguelet
|
|
|
51 |
|
|
President, Retail Plans Division |
Set forth below is background information of our executive officers and directors. The
background of our executive officers that are also nominee directors is contained in Action 1
Election of Directors, above.
Rita W. McKeown began serving as our Chief Accounting Officer in 2010 and served as Chief
Financial Officer from September 2000 until February 11, 2010. From 1994 to 1999, Ms. McKeown
served as director of finance of Transcend Services, Inc., an Atlanta Georgia healthcare company
specializing in patient information management solutions for hospitals and other associated
healthcare providers. From 1991 to 1994, Ms. McKeown served as director of accounting of Premier
Anesthesia, Inc. From 1981 to 1991, Ms. McKeown held multiple senior accounting positions with
HBO & Company in Atlanta. Ms. McKeown is a Certified Public Accountant and received her BBA from
Kennesaw State University in Kennesaw, Georgia.
Susan Matthews has served as President of Benefit Marketing Solutions, a subsidiary of the
Company, since September 2009 and served as Executive Vice President of Sales & Marketing for our
subsidiary Benefit Marketing Solutions since January 2003. From 2000 to 2003, she co-founded Club
Source Group, a company formed to market club programs to various industries. Ms. Matthews served
as Marketing Director for Foresight, Inc. from 1989 until it was sold in 1999. From 1984 to 1999
she served in various capacities with United Bank Services and Steve Owens & Associates marketing
club programs to financial institutions. Ms. Matthews received her BBA from the University of
Oklahoma.
Bradley W. Denison has served as Executive Vice President, General Counsel, and Secretary
since November 2009. Mr. Denison joined our subsidiary, Benefit Marketing Solutions, as General
Counsel in February of 2006 and formerly served as our Senior Vice President, General Counsel and
Secretary since 2007. Mr. Denison was previously employed by Rent-A-Center, Inc. from 1991-2001
and served as its Senior Vice President and General Counsel from 1998 through 2001. Prior to his
employment at Rent-A-Center, Mr. Denison worked extensively in insurance and litigation in private
law practice from 1985 through 1991. Prior to his employment with BMS, Mr. Denison was involved in
consulting and operating retail businesses. Mr. Denison has a B.S. Business Administration and a
Juris Doctorate from the University of Kansas.
10
Charles Harris, Jr. has served as President of our Insurance Marketing Division (AHCP) since
November 2010. Mr. Harris has over 23 years in the insurance industry in both administration and
marketing. He joined AHCP in October 2010. From January 2003 to October 2010, Mr. Harris served as
President of National Health Insurance Company, a national health insurance carrier specializing in
the individual and self-employed health insurance market. From April 1998 to January 2003, he was
the Chief Marketing Officer for National Health Insurance Company. Mr. Harris served as Senior Vice
President of Administration for Pioneer Financial Services, an insurance holding company from 1993
to 1998. From 1988 to 1993, Mr. Harris served in various capacities, including staff accountant,
Operations Manager of the telemarketing operations, and President for Aegis Specialty Marketing,
Inc. (a.k.a. Keith Wood Agency). Prior to 1988, Mr. Harris performed various duties in the
accounting field in the oil and gas industry. Mr. Harris received his formal education by
completing a Bachelor of Science in Pre-Med at Oklahoma Christian University and later completing a
Bachelor of Science in Accounting at Central State University. He became a Certified Public
Accountant in 1981 and is a member of the American Institute of Certified Public Accounts and the
Oklahoma Society of Certified Public Accountants.
David Huguelet has served as the President of the Retail Division since September 2009 and
served as Senior Vice President of Business Development since January 2005. From 2003 to 2004 he
was a Director of New Business Development for Aon Innovative Solutions, a major provider of
extended service contracts to retailers. Mr. Huguelet served as Vice President of Lyndon Insurance
Group, a subsidiary of Protective Life, from 2001 to 2003. From 1989 to 2001, Mr. Huguelet served
in various capacities, including Business Board Chairman, with American Bankers Insurance Group,
now Assurant. From 1984 to 1989, Mr. Huguelet served in various capacities with Household Finance,
now HSBC. Mr. Huguelet holds a Bachelor of Science in Business Administration from the University
of North Carolina at Greensboro, an MBA from Barry University, a CLU designation and a CPCU
designation.
COMPENSATION DISCUSSION AND ANALYSIS
Overall Philosophy
Our Executive Compensation program is designed to attract, motivate and retain qualified
executives, reward outstanding performance and results and align managements incentives with the
interests of our shareholders. We believe that our executive officers should be motivated by our
performance as well as their individual performance.
To accomplish these objectives, our executive compensation program includes three underlying
components: base salary, short-term cash incentives and long-term equity-based incentives. The
following sections describe the process of setting executive compensation, the compensation
elements, how these elements are determined, why we choose to pay each element and how each element
relates to our overall compensation philosophy.
Base Salary Program
Our base salary program is based on a philosophy of providing base pay levels that are
competitive with similarly situated companies in the industries in which were operate. We
periodically review our executive pay levels to assure consistencies with the external market.
Annual salary adjustments are based on several factors including the general level of market salary
increases, individual performance and long-term value to us, competitive base salary levels and our
overall financial and operating results.
Long-Term Incentives
Long-term incentives consist of equity-based compensation including awards of stock options
and restricted stock that vest over a period of time. We believe this vesting period motivates our
executive officers to focus their efforts on our long-term goals and aligns the executives
interests with those of our shareholders because the ultimate value of the equity-based
compensation is linked directly to the market price of our stock.
11
We rely primarily on stock options to provide long-term incentive compensation because of the
favorable tax treatment of stock options to employees. Stock options typically have a 10-year term
before expiration and generally become exercisable or vest in 33% cumulative increments per year
following the grant date. Executives must be employed by us at the time of vesting in order to
exercise the options. The exercise price of the options is based on the closing stock price on the
date of grant.
Employment Contracts and Termination of Employment
We have employment agreements with Danny C. Wright, Brett Wimberley and Susan Matthews.
Pursuant to the employment agreement with Danny C. Wright, he serves as the President and
Chief Executive Officer of our subsidiary,
AHC Benefit Marketing Acquisition, Inc. The initial
term of the agreement commenced on March 1, 2007. The term of this agreement is automatically
extended for an additional one-year term, unless either notice of termination is given on or before
December 1 in the year of termination. We agreed to pay to Mr. Wright a base annualized salary of
$200,000. In addition to the base salary, Mr. Wright is eligible to be considered for annual
bonuses to be determined by our Board of Directors. In May 2010 Mr. Wrights employment agreement
was amended to increase his salary to $325,000 annually.
Pursuant to the employment agreement with Brett Wimberley, he serves as the Chief Operating
Officer of our subsidiary, AHC Benefit Marketing Acquisition, Inc. The initial term of this
agreement commenced on March 1, 2007. The term of this agreement is automatically extended for an
additional one-year term, unless either notice of termination is given not less than to the other
on or before December 1 in the year of termination. We agreed to pay to Mr. Wimberley a base
annualized salary of $175,000. In addition to the base salary, Mr. Wimberley is eligible to be
considered for annual bonuses to be determined by our Board of Directors. In May 2010 Mr.
Wimberleys employment agreement was amended to increase his salary to $300,000 annually.
Pursuant to the employment agreement with Susan Matthews, she serves as the Executive Vice
President of our subsidiary, AHC Benefit Marketing Acquisition, Inc. The initial term of this
agreement commenced on March 1, 2007. The term of this agreement is automatically extended for an
additional one-year term, unless either notice of termination is given not less than to the other
on or before December 1 in the year of termination. We agreed to pay to Ms. Matthews a base
annualized salary of $175,000. Effective October 1, 2010 Ms. Matthews employment agreement was
amended increasing her salary to $200,000 annually. In addition to the base salary, Ms. Matthews
is eligible to be considered for annual bonuses to be determined by our Board of Directors.
We do not maintain any key-man insurance covering the death or disability of any of our
executive officers.
Retirement Plans
We offer each employee, including our executive officers, the opportunity to participate in
our 401(k) plan. Employees may contribute up to the maximum allowed by the Internal Revenue
Service. The Company may elect to match a portion of their contributions. Effective August 1,
2007, we began matching 50% of the first 6% of our employees compensation contributed to our
401(k) plan.
Perquisites
Other than the compensation elements described above, we do not provide any other benefits to
our executive officers that would qualify as a perquisite for purposes of this Compensation
Discussion and Analysis.
12
Equity Compensation Plan
The 2009 Stock Option Plan. For the benefit of our employees, directors and consultants we
adopted the
Access Plans,, Inc. 2009 Equity Compensation Plan (the 2009 Plan). The 2009 Plan was established
to create equity compensation incentives designed to motivate our directors and employees to put
forth maximum effort toward our success and growth and enable our ability to attract and retain
experienced individuals who by their position, ability and diligence are able to make important
contributions to our success. The 2009 Plan provides for
the grant of stock options, including incentive stock options (within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the Code)), restricted stock awards, performance
units, performance bonuses and stock appreciation rights to our employees and the grant of
nonqualified stock options, stock appreciation rights and restricted stock awards to non-employee
directors, subject to the conditions of the 2009 Plan. The 2009 Plan is administered by our Stock
Option and Compensation Committee. The number of shares of common stock authorized and reserved for
issuance under the 2009 Plan is 2,550,000. As of September 30, 2010, options exercisable for the
purchase of 2,270,111 common stock shares had been granted under the 2009 Plan.
The 2009 Plan consists of three separate plans, a Non-Executive Officer Participant Plan, an
Executive Officer Participant Plan and a Non-Employee Director Participant Plan. Except for
administration and the category of employees eligible to receive incentive awards, the terms of the
Non-Executive Officer Participant Plan and the Executive Officer Participant Plan are identical.
The Non-Employee Director Plan has other variations in terms and only permits the grant of
nonqualified stock options and restricted stock awards. Each incentive award will be pursuant to a
written award agreement. The 2009 Plan is designed to provide flexibility to meet our needs in a
changing and competitive environment while minimizing dilution to our shareholders. We do not
intend to use all incentive elements of the 2009 Plan at all times for each participant but will
selectively grant the incentive awards and rights to achieve long-term goals.
The exercise price of qualifying incentive stock options may not be less than the fair market
value of our common stock on the date of grant of the option. Upon the exercise of an option, the
exercise price must be paid in full, in cash, in our common stock (at the fair market value
thereof) or a combination thereof as permitted under the terms of the applicable stock option award
agreement. Stock options awards, qualifying as incentive stock options, are exercisable only by an
optionee during the period ending three months after the optionee ceases to be our employee.
However, in the event of death or disability of the optionee, the incentive stock options awards
are exercisable for one year following death or disability and in the event of the retirement of
the optionee, the Board of Directors may designate an additional period for exercise. Stock option
awards are generally not transferable except by will or by the laws of descent and distribution.
Our Board of Directors approved and adopted the 2009 Plan on October 13, 2009. The 2009 Plan
became effective on December 4, 2009 and has a term ending October 30, 2019 during which incentive
awards may be granted; the 2009 Plan will continue in effect until all matters relating to the
payment of incentive awards and administration are settled.
Upon the 2009 Plan becoming effective, the 1,601,787 stock options awarded and outstanding
under our Alliance HealthCard, Inc. 2000 Stock Option Plan were reissued under the 2009 Plan and
terminated. These reissued stock options have the same terms and conditions as those stock options
awarded under the 2000 Stock Option Plan.
Accounting and Tax Considerations
Our stock-based awards are accounted for under the provisions of FASB ASC Topic 718-Stock
Compensation using the modified prospective method. Under the modified prospective method,
stock-based compensation cost is measured at the grant date based on the fair value of the award
and is recognized as expense on a straight-line basis over the requisite service or vesting period.
As part of its role, our Stock Option and Compensation Committee reviews and considers the
deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which
provides that we may not deduct compensation of more than $1,000,000 that is paid to certain
individuals, unless the compensation is performance-based. We have no individuals with
non-performance based compensation paid in excess of the Internal Revenue Code Section 162(m) tax
deduction limit.
13
REPORT OF THE STOCK OPTION AND COMPENSATION COMMITTEE
December 22, 2010
We have reviewed and discussed the above Compensation Discussion and Analysis with management
of Access Plans, Inc.
Based on that review and discussions, we recommended to the Board of Directors that the
Compensation Discussion and Analysis referred to above be included in the Annual Report on Form
10-K for the year ended September 30, 2010 and in this information statement.
The Stock Option and Compensation Committee
Larry G. Gerdes, Chairman
John Simonelli
Mark R. Kidd
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation of the individuals for the
three fiscal years ended September 30, 2010 that served as our Chief Executive Officer and Chief
Financial Officer paid or accrued during the year ended September 30, 2010 and our three other most
highly compensated executive officers that were serving during the year ended September 30, 2010.
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
|
All Other |
|
|
|
|
Name and Principal Position |
|
Year |
|
|
Salary |
|
|
Bonus |
|
|
Awards(1) |
|
|
Compensation |
|
|
Total |
|
Danny C. Wright |
|
|
2010 |
|
|
$ |
252,084 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
252,804 |
|
Chairman and Chief Executive Officer |
|
|
2009 |
|
|
$ |
200,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
200,000 |
|
|
|
|
2008 |
|
|
$ |
200,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brett Wimberley |
|
|
2010 |
|
|
$ |
227,083 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
227,083 |
|
Director, President, Chief Financial |
|
|
2009 |
|
|
$ |
175,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
175,000 |
|
Officer(2) and Chief Operating Officer |
|
|
2008 |
|
|
$ |
175,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
175,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bradley W. Denison |
|
|
2010 |
|
|
$ |
250,000 |
|
|
$ |
10,400 |
|
|
$ |
22,135 |
|
|
$ |
|
|
|
$ |
282,535 |
|
Executive Vice President, General |
|
|
2009 |
|
|
$ |
250,000 |
|
|
$ |
10,400 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
260,400 |
|
Counsel and Secretary |
|
|
2008 |
|
|
$ |
250,000 |
|
|
$ |
10,400 |
|
|
$ |
6,096 |
|
|
$ |
|
|
|
$ |
266,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rita W. McKeown |
|
|
2010 |
|
|
$ |
130,000 |
|
|
$ |
4,425 |
|
|
$ |
11,067 |
|
|
$ |
|
|
|
$ |
145,492 |
|
Chief Accounting Officer (3) |
|
|
2009 |
|
|
$ |
100,671 |
|
|
$ |
9,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
109,671 |
|
and Treasurer |
|
|
2008 |
|
|
$ |
94,000 |
|
|
$ |
5,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
99,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan Matthews |
|
|
2010 |
|
|
$ |
175,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
175,000 |
|
President Benefit Marketing |
|
|
2009 |
|
|
$ |
175,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
175,000 |
|
Solutions |
|
|
2008 |
|
|
$ |
175,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
175,000 |
|
|
|
|
(1) |
|
In accordance with the provisions of FASB ASC Topic 718-Stock Compensation, we measure stock based compensation expense using the modified
prospective method. Under the modified prospective method, stock-based compensation cost is measured at the award date based on the fair
value of the award and is recognized as expense on the date of the award or, as applicable, on a straight-line basis over the requisite
service period, which is the vesting period. |
|
(2) |
|
Brett Wimberley was appointed as our Chief Financial Officer on February 11, 2010. |
|
(3) |
|
Rita W. McKeown served as our Chief Financial Officer until February 11, 2010. |
14
Outstanding Equity Awards at Fiscal Year-End
During the year ended September 30, 2010, no options were exercised for the purchase of our
common stock by the executive officers named in the Summary Compensation Table, above. The
following table sets forth information related to the number and value of options held by the named
officers at September 30, 2010.
Outstanding Equity Awards at September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Awards |
|
|
Number of Common Stock |
|
|
Option |
|
|
Option |
|
|
Underlying Options |
|
|
Exercise |
|
|
Expiration |
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
Price(1) |
|
|
Date |
Danny C. Wright |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
N/A |
Brett Wimberley |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
N/A |
Bradley W. Denison |
|
|
7,500 |
|
|
|
|
|
|
$ |
1.00 |
|
|
May 13, 2018 |
|
|
|
50,000 |
|
|
|
450,000 |
|
|
$ |
0.93 |
|
|
August 2, 2020 |
Rita W. McKeown |
|
|
6,000 |
|
|
|
|
|
|
$ |
1.00 |
|
|
October 1, 2010 |
|
|
|
4,999 |
|
|
|
|
|
|
$ |
1.01 |
|
|
May 26, 2014 |
|
|
|
10,000 |
|
|
|
|
|
|
$ |
1.15 |
|
|
February 15, 2017 |
|
|
|
25,000 |
|
|
|
25,000 |
|
|
$ |
0.93 |
|
|
August 2, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan Matthews |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
N/A |
|
|
|
(1) |
|
The closing sale price of our common stock as reported on the OTC Bulletin Board on
September 30, 2010 was $0.90. |
DIRECTOR COMPENSATION
In May 2010, we adopted a compensation policy for our independent or non-employee directors.
This policy provides that the directors qualifying as independent or non-employee directors are
entitled to receive annual stock awards under the 2009 Plan of 10,000 common stock shares and
$2,500 per calendar quarter. Prior to adoption of this compensation policy, beginning in May 2008,
we adopted a compensation policy for our independent or non-employee directors that consisted of
stock options exercisable for the purchase of 10,000 common stock shares upon initially becoming a
member of the board of directors, thereafter annual options exercisable for the purchase of 5,000
common stock shares, and $1,000 per calendar quarter. Directors who are also our employees receive
no additional compensation for serving as directors or on a board committee, unless special
circumstances or assigned responsibilities support additional compensation, including negotiation
of the terms of an asset or entity acquisition transaction. We reimburse our directors for travel
and out-of-pocket expenses in connection with their attendance at meetings of our board and its
committees.
During the fiscal year ended September 30, 2010, each of our independent directors received
the following compensation:
|
|
|
payment of $1,000 for the quarters ended December 31, 2009 and March 31, 2010; |
|
|
|
payment of $1,750 for the quarter ended June 30, 2010; |
|
|
|
payment of $2,500 for the quarter ended September 30, 2010; |
|
|
|
|
reimbursement for travel and out of pocket expenses in connection with their attendance at
board and committee meetings; and |
|
|
|
stock option awards pursuant to the 2009 Plan exercisable for the purchase of 5,000
common stock shares for $0.93 per share, expiring on August 2, 2015 and for Directors
Gerdes, Simonelli, and Kidd stock option awards pursuant to the 2009 Plan exercisable
for the purchase of 5,000 common stock shares for $1.09 per share, expiring on
February 9, 2015, all of which remained outstanding and unexercised at September 30,
2010 |
15
|
|
|
|
|
Director Name |
|
Options Granted |
|
Russell Cleveland |
|
|
5,000 |
|
Larry Gerdes |
|
|
10,000 |
|
J. French Hill |
|
|
5,000 |
|
Mark Kidd |
|
|
10,000 |
|
John Simonelli |
|
|
10,000 |
|
In the fiscal year ended September 30, 2010, the
following directors received compensation in the
following aggregate amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or |
|
|
Option |
|
|
|
|
Name |
|
Paid in Cash |
|
|
Awards (1) |
|
|
Total |
|
Russell Cleveland |
|
$ |
6,250 |
|
|
$ |
2,213 |
|
|
$ |
8,463 |
|
Larry Gerdes |
|
$ |
6,250 |
|
|
$ |
4,807 |
|
|
$ |
11,057 |
|
J. French Hill |
|
$ |
6,250 |
|
|
$ |
2,213 |
|
|
$ |
8,463 |
|
Mark Kidd |
|
$ |
6,250 |
|
|
$ |
4,807 |
|
|
$ |
11,057 |
|
John Simonelli |
|
$ |
6,250 |
|
|
$ |
4,807 |
|
|
$ |
11,057 |
|
|
|
|
(1) |
|
In accordance with the provisions of FASB ASC Topic 718-Stock Compensation, we measure
stock based compensation expense using the modified prospective method. Under the modified
prospective method, stock-based compensation cost is measured at the award date based on the
fair value of the award and is recognized as expense on the date of the grant or, as
applicable, on a straight-line basis over the requisite service period, which is the vesting
period. |
STOCK OPTION AND COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Stock Option and Compensation Committee of the Board of Directors for the 2010 fiscal year
was comprised of Larry Gerdes (Chairman), John Simonelli, and Mark R. Kidd. None of the members of
the Stock Option and Compensation Committee served as one of our officers or employees during the
fiscal year ended September 30, 2010. No interlocking relationship exists between members of our
Board of Directors or Stock Option and Compensation Committee and members of the board of directors
or compensation committee of any other company.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth as of September 30, 2010, information related to each
category of equity compensation plan approved or not approved by our shareholders, including
individual compensation arrangements with our non-employee directors. The equity compensation
plan approved by our shareholders is our 2009 Equity Compensation Plan. All stock options and
rights to acquire our equity securities are exercisable for or represent the right to purchase
our common stock.
16
On October 13, 2009, our board of directors approved and adopted the Alliance HealthCard,
Inc. 2009 Equity Compensation Plan. On December 4, 2009, the 2009 Plan became effective and the
2000 Stock Option Plan was terminated, but without termination of the outstanding stock options.
Those outstanding stock options were replaced with stock option awards of the 2009 Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Securities to be |
|
|
|
|
|
|
|
|
|
|
issued upon |
|
|
|
|
|
|
Number of securities |
|
|
|
exercise |
|
|
Weighted-average |
|
|
remaining available |
|
|
|
of outstanding |
|
|
exercise price of |
|
|
for future issuance |
|
|
|
options, warrants |
|
|
outstanding options, |
|
|
under equity |
|
Plan category |
|
and rights |
|
|
warrants and rights |
|
|
compensation plans |
|
Equity compensation plans approved by security holders: |
|
|
|
|
|
|
|
|
|
|
|
|
2009 Equity Compensation Plan |
|
|
2,270,111 |
|
|
$ |
1.11 |
|
|
|
279,889 |
|
Officer and Director Liability and Indemnification
As provided by the Oklahoma General Corporation Act, each of our directors and officers is not
liable to us or our shareholders for any action taken as a director or officer, or any failure to
take any action, if the director or officer performed his or her duties in compliance with the
Oklahoma General Corporation Act. A director is required to discharge his or her duties as a
director, including those duties as a member of a committee, or an officer in a manner he or she
believes in good faith to be in our best interests and with the care that an ordinarily prudent
person in a like position would exercise under similar circumstances. In discharging his or her
duties, a director or officer is entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or presented by:
|
|
one or more of our officers or employees whom the director reasonably
believes to be reliable and competent in the matters presented; |
|
|
|
legal counsel, public accountants, investment bankers, or other
persons as to matters the director reasonably believes are within the
persons professional or expert competence; or |
|
|
|
a committee of our Board of Directors of which he is not a member if
the director reasonably believes the committee merits confidence. |
However, neither a director nor an officer is entitled to rely on the forgoing if the director or
officer has knowledge concerning the matter in question that makes reliance unwarranted.
The provisions of the Oklahoma General Corporation Act do not eliminate liability of a
director or an executive officer for violations of federal securities laws, nor do they limit our
and our shareholders rights, in appropriate circumstances, to seek equitable remedies including
injunctive or other forms of non-monetary relief. These remedies may not be effective in all cases.
The Oklahoma General Corporation Act requires us to indemnify all of our directors, officers,
employees and agents. Under these provisions, when an individual in his or her capacity as an
officer or a director is made or threatened to be made a party to any suit or proceeding, the
individual may be indemnified if he or she acted in good faith. These indemnification provisions
are not exclusive of any other rights to which the individual may be entitled. Insofar as
indemnification for liabilities arising under the Oklahoma General Corporation Act or otherwise may
be permitted to its directors and officers, we have been advised that in the opinion of the United
States Securities and Exchange Commission the indemnification is against public policy and is,
therefore, unenforceable.
17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our Code of Business Conduct and Ethics Policy (Code of Ethics) addresses any conflicts of
interests on the part of any employee that might cast doubt on an employees ability to act
objectively when representing us. In addition to setting guidelines, the Code of Ethics provides
that each potential conflict of interest will be reviewed and the final decision as to the
existence of a conflict made by our Chief Executive Officer.
The following is a description of transactions we entered into with our officers, directors
and shareholders that beneficially own more than 5% of our common stock during the years ended
September 30, 2010 and 2009. These transactions will continue in effect and may result in conflicts
of interest between us and these named persons. Although our officers and directors have fiduciary
duties to us and our shareholders, there can be no assurance that conflicts of interest will always
be resolved in our favor or in favor of our shareholders.
Office Space Leasing Arrangements
We lease space for our corporate offices and our Wholesale Plans division in Norman, Oklahoma
under a lease that expires September 30, 2011. The total space consists of approximately 6,523
square feet. The lease agreement is with Southwest Brokers, Inc., a company owned by Brett
Wimberley, one of our Directors and executive officers and greater than 5% shareholders.
In the event we are required to move from our current offices in Norman, Oklahoma, the terms
and cost of occupancy may be substantially different than those under which that office space is
currently occupied and the rental rate may be substantially greater.
Merger-Acquisition of BMS Holding Company
On February 28, 2007, we consummated a merger (the Merger) with BMS Holding Company, Inc.,
(BMS) an Oklahoma Corporation. As a result of the Merger, three promissory notes (the Notes)
were made and issued to three former BMS shareholders in the aggregate principal amount of
$5,113,177. Commencing on March 1, 2007, the outstanding principal amounts of the Notes bore at 1%
per annum. The principal and interest of the Notes required 12 equal quarterly installments,
commencing on May 15, 2007, and payable on each August 14, November 14, February 14, and May 15
thereafter through February 14, 2010.
Pursuant to discussions between the note holders and our independent directors, on November
18, 2009 the disinterested directors accepted a proposal by the note holders for the notes to be
paid off early at a 10% discount. Principal and interest payments of $1,034,328 were made to the
note holders on January 6, 2010 and the notes were deemed fully paid. Principal and interest
payments made on these notes for the year ended September 30, 2010 and 2009 were $1,034,328 and
$2,315,461, respectively.
PROPOSALS BY SHAREHOLDERS
Proposals by shareholders intended to be presented at our 2012 annual meeting (to be held
March 15 2012) must be forwarded in writing and received at our principal executive offices no
later than January 15, 2012 and directed to the attention of the Secretary for consideration for
inclusion in our proxy statement for the annual meeting of shareholders to be held in 2012. Any
shareholder proposal must comply in all respects with Rule 14a-8 of the U.S. Securities and
Exchange Commission. In the event the September 30, 2011 deadline for presenting shareholder
proposal is changed, the change will be reported in our quarterly report on Form 10-Q on in a
current report on Form 8-K.
In connection with our annual meeting of shareholders to be held in 2012, if we do not receive
notice of a matter or proposal to be considered by January 15, 2012 then the persons appointed by
our Board of Directors to act as the proxies for that annual meeting (named in the form of proxy)
will be allowed to use their discretionary voting authority with respect to any such matter or
proposal at the annual meeting, if the matter or proposal is properly raised at the annual meeting
and put to a shareholder vote.
18
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive
officers and persons who own more than 10% of our outstanding common stock to file with the U.S.
Securities and Exchange Commission reports of changes in ownership of our common stock held by
them. Officers, directors and greater than 10% shareholders are also required to furnish us with
copies of all forms they file under this regulation.
The rules of the U.S. Securities and Exchange Commission require us to disclose late filings
of stock transaction reports by our executive officers and directors. During the fiscal year ended
September 30, 2010, some of our Directors and some of our executive officers failed timely to
report their awards of stock options as detailed in the following chart:
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person |
|
Transaction Date |
|
|
Number of Securities |
|
|
Type of Securities |
|
Bradley Denison |
|
|
8/2/2010 |
|
|
|
500,000 |
|
|
Common Stock Options |
Russell Cleveland |
|
|
8/2/2010 |
|
|
|
5,000 |
|
|
Common Stock Options |
Larry Gerdes |
|
|
8/2/2010 |
|
|
|
5,000 |
|
|
Common Stock Options |
Larry Gerdes |
|
|
2/9/2010 |
|
|
|
5,000 |
|
|
Common Stock Options |
French Hill |
|
|
8/2/2010 |
|
|
|
5,000 |
|
|
Common Stock Options |
David Huguelet |
|
|
8/2/2010 |
|
|
|
100,000 |
|
|
Common Stock Options |
Mark Kidd |
|
|
2/9/2010 |
|
|
|
5,000 |
|
|
Common Stock Options |
Mark Kidd |
|
|
8/2/2010 |
|
|
|
5,000 |
|
|
Common Stock Options |
Rita McKeown |
|
|
8/2/2010 |
|
|
|
50,000 |
|
|
Common Stock Options |
John Simonelli |
|
|
2/9/2010 |
|
|
|
5,000 |
|
|
Common Stock Options |
John Simonelli |
|
|
8/2/2010 |
|
|
|
5,000 |
|
|
Common Stock Options |
Although the reporting for some of the above options was late with respect to the date our
Board of Directors approved the awards, they were not late with regard to when the option
agreements were delivered to the recipient. For the remainder of the options there was a clerical
misunderstanding that has now been corrected. Other than the named directors and executive
officers, based solely on a review of the copies of the reports furnished to us and representations
that no other reports were required, all Section 16(a) filing requirements applicable to our
directors, officers and greater than 10% shareholders were complied with during the fiscal year
ended September 30, 2010.
Although it is not our obligation to file reports of our directors and executive officers
pursuant to Section 16 of the Securities Exchange Act of 1934, we have adopted a policy requiring
all Section 16 reporting persons to report to our Chief Financial Officer all trading activity in
our common stock and derivatives on the day of any trade to facilitate the timely filing of the
reports of such trading activity with the U.S. Securities and Exchange Commission. The failure of
any of our directors or executive officers to timely report trading activities in our common stock
or the award of restricted stock or stock options is a violation of our Code of Conduct and subject
to violation waivers by our Board of Directors.
HOUSEHOLDING INFORMATION
Unless we have received contrary instructions, we may send a single copy of this notice and
information statement to any household at which two or more shareholders reside if we believe the
shareholders are members of the same family. This process, known as householding, reduces the
volume of duplicate information received at any one household and helps to reduce our expenses.
However, if shareholders prefer to receive multiple sets of our
disclosure documents at the same address this year or in future years, the shareholders should
follow the instructions described below. Similarly, if an address is shared with another
shareholder and together both of the shareholders would like to receive only a single set of our
disclosure documents, the shareholders should follow these instructions:
19
If the shares are registered in the name of the shareholder, the shareholder should contact us
at our offices at 900 36th Avenue, NW, Norman, Oklahoma 73072, to inform us of their
request. If a bank, broker or other nominee holds the shares, the shareholder should contact the
bank, broker or other nominee directly.
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports and other reports and information with the U.S.
Securities and Exchange Commission. These reports and other information can be inspected and copied
at, and copies of these materials can be obtained at prescribed rates from, the Public Reference
Section of the Securities and Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004. We distribute to our shareholders annual reports containing financial
statements audited by our independent registered public accounting firm and, upon request,
quarterly reports for the first three quarters of each fiscal year containing unaudited financial
information. In addition, the reports and other information are filed through Electronic Data
Gathering, Analysis and Retrieval (known as EDGAR) system and are publicly available on the U.S.
Securities and Exchange Commissions site on the Internet, located at http://www.sec.gov. We will
provide without charge to you, upon written or oral request, a copy of the reports and other
information filed with the U.S. Securities and Exchange Commission.
Any requests for copies of information, reports or other filings with the Securities and
Exchange Commission should be directed to Access Plans, Inc. at 900 36th Avenue, NW,
Norman, Oklahoma 73072, Attention: Corporate Secretary or telephone: (405) 579-8525.
ANNUAL REPORT ON FORM 10-K
A copy of our Annual Report on Form 10-K (without exhibits) for the fiscal year ended
September 30, 2010 accompanies this information statement. The exhibits to our Annual Report on
Form 10-K for the fiscal year ended September 30, 2010, as filed with the U.S. Securities and
Exchange Commission, are available to shareholders who make written request to our Corporate
Secretary at 900 36th Avenue, NW, Norman, Oklahoma 73072. These documents may also be
accessed from our website at www.accessplans.com.
|
|
|
|
|
|
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
DANNY C. WRIGHT
Chairman of the Board |
|
|
Norman, Oklahoma
November 4, 2011
20