ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS
Directors of the Company are elected annually by the shareholders to serve
for a term of one year or until their successors are duly elected and qualified.
Set forth below is certain information concerning each person who is presently
an executive officer or director of the Company.
DIRECTOR
NAME AGE SINCE POSITION
- ---------------------- --- -------- ------------------------------------------------------------
Peter Locke........... 53 1983 Co-Chairman, Co-Chief Executive Officer; Director
Donald Kushner+....... 51 1983 Co-Chairman, Co-Chief Executive Officer and Secretary;
Director
David A. Braun+....... 65 1997 Director
S. James 63 1995
Coppersmith+.......... Director
Stuart Hersch......... 46 1989 Director
Bruce St. J. 45 --
Lilliston............. Chief Operating Officer and President
James L. Schwab....... 54 -- Chief Financial Officer
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+ Member of Audit Committee
BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS
The business experience, principal occupations and employment of each of the
directors and executive officers of the Company, for at least the past five
years, are as follow:
Peter Locke co-founded the Company with Donald Kushner in 1983 and currently
serves as Co-Chairman and Co-Chief Executive Officer of the Company. Mr. Locke
has served as executive producer on substantially all of the Company's
programming since its inception. Prior to 1983, Mr. Locke produced several
prime-time television programs, including two years of the STOCKARD CHANNING
SHOW and the NBC television mini-series THE STAR MAKER, starring Rock Hudson.
Mr. Locke also produced two made-for-television movies telecast on CBS and the
films THE HILLS HAVE EYES PARTS I and II.
Donald Kushner co-founded the Company with Peter Locke in 1983 and currently
serves as Co-Chairman, Co-Chief Executive Officer and Secretary. Mr. Kushner has
served as executive producer on substantially all of the Company's programming
since its inception. Mr. Kushner was the producer of TRON, a 1982 Walt Disney
theatrical film starring Jeff Bridges, which was nominated for two Academy
Awards.
David A. Braun became a director in January 1997. Mr. Braun has practiced
law in the entertainment industry for over 39 years. Mr. Braun was special
counsel to Proskauer, Rose, Goetz and Mendelsohn from 1990 to 1992 and became
counsel in 1992. In 1993 he formed his own law firm, Monash Plotkin and Braun,
now David A. Braun, PC. Mr. Braun is a member of the Board of Directors of AVI
Entertainment Group, Inc. and the Board of Visitors of Columbia University Law
School.
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S. James Coppersmith has served as director of the Company since 1995. Mr.
Coppersmith has been Chairman of the Board of Trustees of Emerson College,
Boston, Massachusetts, since December 1993. Previously, he served as President
of WCVB-TV Boston, a division of the Hearst Corporation, from 1982 to June 1994.
In addition, Mr. Coppersmith has been a member of the Board of Governors of the
Boston Stock Exchange since January 1995. Mr. Coppersmith has been a Director of
Sun America Mutual Asset Corp., a division of Sun America Corp., since 1985, of
Uno Restaurants Corp. since 1987, of Waban Corp. since March 1994 and of Chyron
Inc. and All-Comm Media Inc.
Stuart Hersch has served as a director of the Company since August 1989.
Since June 1996, Mr. Hersch has been a consultant at Eyemark Entertainment. In
April 1996, Mr. Hersch became a consultant to the Company for which he is paid
$7,500 per month. Mr. Hersch is assisting the Company in analyzing potential
strategic acquisitions and is providing the Company consulting services in
connection with the Company's involvement in infomercials. This agreement is on
a month-to-month basis. From August 1990 to January 1996, Mr. Hersch was
President of the WarnerVision Entertainment division of Atlantic Records, a
subsidiary of Time-Warner, Inc. From 1988 to August 1989, Mr. Hersch was
Chairman of Hersch Diener & Company, an independent consulting firm. From 1983
to 1987, Mr. Hersch was the Chief Operating and Chief Financial Officer of King
World Productions, Inc.
Bruce St. J. Lilliston became President and Chief Operating Officer of the
Company on October 1, 1996 for a three year term. Prior to joining the Company,
Mr. Lilliston practiced entertainment law for nineteen years. He had represented
the Company in various transactions over the two years prior to joining the
Company. Mr. Lilliston served for many years as an arbitrator for the American
Film Marketing Association, as an expert witness in various court proceedings,
and as a special master for the Los Angeles Superior Court. He graduated from
the University of Chicago Law School in 1977, where he was an associate editor
of the University of Chicago Law Review. He received his B.A. degree with honors
from Brown University in 1974. Mr. Lilliston was a partner in the Los Angeles
based firm of Paul, Hastings, Janofsky & Walker, where he was managing partner
of that firm's entertainment finance and transactions practice. Mr. Lilliston
lived and practiced in London between 1982 and 1987.
James L. Schwab joined the Company in April 1996 as the Chief Financial
Officer. From July 1995 through April 1996, Mr. Schwab, a CPA, was a consultant
to the Disney Stores and Twentieth Century Fox's International Theatrical
division. From June 1993 to June 1995, Mr. Schwab was the Chief Financial
Officer for International Media Group, a cable programming and broadcasting
concern. From July 1990 to May 1993, Mr. Schwab was Chief Operating Officer of
the Ray Stark Companies including Rastar Productions. In addition, he has also
held senior level positions with various entertainment companies including
Viacom Productions and ABC/CapCities.
Directors who are also executive officers of the Company do not receive any
additional compensation for serving as members of the Board of Directors or any
committee thereof. Peter Locke and Donald Kushner received no compensation for
serving as a member of the Board of Directors. S. James Coppersmith and Stuart
Hersch received $25,000 each, which was paid quarterly in fiscal 1996 for
serving on the Board of Directors and any committees thereof. The Company has
agreed to pay David A. Braun $15,000, on a quarterly basis, for serving on the
Board of Directors and any committees thereof in 1997.
During the 1996 fiscal year, there were seven meetings of the Board of
Directors and no meetings of the Option Committee of the Board of Directors. All
other actions of the Board of Directors and Option Committee were taken pursuant
to unanimous written consents. There was no meeting of the Audit Committee apart
from the full meeting of the Board of Directors. Each then-current director
attended the meetings of the Board of Directors and the Option Committee held
during the period for which he had been a director or for which he had served as
an Option Committee member.
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OTHER SIGNIFICANT EMPLOYEES
Gregory Cascante, age 47, joined the Company on September 1, 1994 as
President and Chief Executive Officer of Kushner-Locke International, Inc., the
international theatrical distribution subsidiary of the Company. Cascante is
also President and Chief Executive Officer since 1988 of August Entertainment, a
foreign sales agency for theatrical film producers.
Patricia Clifford, age 46, has served as an Executive Producer for the
Company since January 1993. Prior to joining the Company, Ms. Clifford was
President of Interscope Communications from 1986 through January 1993.
Rob Dwek, age 32, joined the Company as Vice President of Development in
October 1990. He was appointed as Executive Vice President of Development of the
Company in January 1995, and President of Television in June 1995. Before
joining the Company, Mr. Dwek was employed by Creative Artists Agency from July
1989 to October 1990 and prior thereto was with Bob Athens Productions.
Janet Faust, age 42, has served as an Executive Producer for the Company
since March 1992. Prior to joining the Company, Ms. Faust was an Executive
Producer for Spectator Films from June 1989 to March 1992 and from May 1984 to
May 1989 was employed by NBC where she supervised the development and production
of numerous made-for-television movies.
Marvinia Anderson, age 54, has served as President of KL International,
Inc., the Company's international television distribution subsidiary, since June
1995. Prior to joining the Company, she served as Vice President, Worldwide
Sales for World International Network, Inc. since 1989 and prior thereto was
with Capital Cities/ABC and Times Mirror Cable.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act, requires executive officers and
directors, and persons who beneficially own more than 10% of any class of the
Company's equity securities to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC").
Executive officers, directors and beneficial owners more than 10% of any class
of the Company's equity securities are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and certain written representations from executive officers and
directors, the Company believes that each such person has complied with all
Section 16(a) filing requirements applicable to such executive officers,
directors and greater than 10% beneficial owners during fiscal 1996.
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