ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
IDENTIFICATION OF DIRECTORS
The following table sets forth certain information with respect to the
directors of the Company as of March 31, 2003:
Year First
Elected or
Appointed
Name Age a Director Principal Occupation and Business Experience
----------------------- --- ------------ ----------------------------------------------------------------
John W. Hyde 62 1999 John W. Hyde joined Film Roman as President and CEO in December
1999. Mr. Hyde is CEO and the principal of Producers Sales
Organization, which holds investments in film negatives, film
and television rights, a music library and agricultural real
estate. Mr. Hyde was the Trustee, General Manager and FCC
license holder for KADY-TV from July 1996 through the sale of
the television station in July 1998; since that time, Mr. Hyde
has remained as Trustee to disburse the funds from the sale.
From August 1994 through July 1998, Mr. Hyde was Trustee and CEO
of Cannon Pictures, Inc. and Cannon Television Inc. Mr. Hyde was
CEO of MCEG Sterling, Inc. from December 1990 through December
31, 1995, at which time MCEG was part of a three-way merger with
Orion Pictures, Inc. and Actava Group, Inc. Prior to his term
at MCEG, Mr. Hyde held numerous senior executive positions in
the entertainment industry. Mr. Hyde graduated from New York
University in 1963.
Robert Cresci 59 1995 Mr. Cresci has been a Director of Film Roman since August 1995
and has been a Managing Director of Pecks Management Partners
Ltd., an investment management firm, since September 1990. Mr.
Cresci currently serves on the board of directors of Sepracor,
Inc., Aviva Petroleum, Candlewood Hotel Co., Castle Dental
Centers Inc., j2 Global Communications, Inc., Seracare Inc.,
E-Stamp Corporation and several private companies.
Dixon Q. Dern 74 1995 Mr. Dern has been a director of Film Roman since August 1995.
Mr. Dern has practiced entertainment law for over 40 years and
currently owns and operates his own private practice, which
specializes in entertainment, copyright and communications law.
Mr. Dern also serves as Secretary of the Company.
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Peter Mainstain 54 1995 Mr. Mainstain has been a director of Film Roman since August
1995. He is a certified public accountant as well as an officer
and shareholder of Tanner, Mainstain, Hoffer & Peyrot, and
accountancy corporation, where he has been employed since 1976.
Phil Roman 72 1996 Mr. Roman served as the Company's Chief Executive Officer, and a
Director, from the founding of the Company until February 5,
1999. Phil Roman began his animation career in 1955 at The Walt
Disney Company as an assistant animator on Sleeping Beauty.
Over the next 30 years, Mr. Roman worked at many of the major
studios, including MGM Animation and Warner Brothers Cartoons.
Mr. Roman has also directed 13 Emmy-nominated Charlie Brown
specials. Since his resignation as Chief Executive Officer, Mr.
Roman has worked at his new company, Phil Roman Entertainment,
and recently joined the Company as an employee/consultant.
IDENTIFICATION OF EXECUTIVE OFFICERS
The names of the executive officers of the Company, and certain information
about them as of March 31, 2003 are set forth below:
Year Began
Employment
With
Name Age Company Position
----------------------- --- ------------ ----------------------------------------------------------------
John W. Hyde 62 1999 President and CEO. John W. Hyde joined Film Roman as President
and CEO in December 1999. Mr. Hyde is CEO and the principal of
Producers Sales Organization, which holds investments in film
negatives, film and television rights, a music library and
agricultural real estate. Mr. Hyde was the Trustee, General
Manager and FCC license holder for KADY-TV from July 1996
through the sale of the television station in July 1998; since
that time, Mr. Hyde has remained as Trustee to disburse the
funds from the sale. From August 1994 through July 1998, Mr.
Hyde was Trustee and CEO of Cannon Pictures, Inc. and Cannon
Television Inc. Mr. Hyde was CEO of MCEG Sterling, Inc. from
December 1990 through December 31, 1995, at which time MCEG was
part of a three-way merger with Orion Pictures, Inc. and Actava
Group, Inc. Prior to his term at MCEG, Mr. Hyde held numerous
senior executive positions in the entertainment industry. Mr.
Hyde graduated from New York University in 1963.
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Sidney Clifton 44 1998 Senior Vice-President, Television Programming and Development.
Sydney Clifton was promoted to Senior Vice President, Television
Programming and Development in November 2002. Ms. Clifton
joined Film in March 1998 as Development Coordinator and in July
of that year she was promoted to Manager of Animation
Development. In September of 1999, Ms. Clifton was again
promoted to Director of TV Development and in July of 2000 rose
to Vice President of Development. Before joining Film Roman in
1998, Ms. Clifton was a member of the Operations Department of
Fox Sports network. Ms. Clifton is also a published writer with
works appearing in multicultural publications including Exodus
Newsmagazine and Essence Magazine.
Brett Coker 40 1991 Senior Vice President of Studio Administration. Brett Coker was
promoted to Senior Vice President in August 2001. He joined
Film Roman in February 2001 as Vice President of Studio
Administration. From 1998 through January 2001, Mr. Coker was
Vice President General Manager for CrownStar, LLC a niche record
label specializing in music distribution. From 1995 to 1998, he
was the Director of Operations for Crossroads V Communications,
a management consulting company. His tenure included large-scale
operations management and consulting services for companies such
as Cannon Pictures, Grove Television, Reeves Entertainment and
KADY Television.
Joan Thompson 44 1992 Chief Accounting Officer. Joan Thompson was promoted to Chief
Accounting Officer in August 2001. Ms. Thompson joined Film
Roman in April 1992 as Accounting Manager. In April 1994, she
was promoted to Assistant Controller and became Controller in
April 1999. Ms. Thompson was promoted to Vice President of
Finance in April 2000.
Mike Wolf 51 1990 Senior Vice President of Animation Production. Mike Wolf has
held the office of Senior Vice President of Animation Production
since March 1999. He joined Film Roman in April 1990 as a
Director for Emmy nominated Bobby's World. In October 1990, Mr.
Wolf became a Producer for the Animated Feature Tom & Jerry: The
Movie. Since August 1992, his producing credits include The
Simpsons, King of the Hill, The Critic, The Family Guy, Mission
Hill and The Oblongs. During his tenure with Film Roman, he has
been honored with Five Emmy Awards for producing The Simpsons
and several Annie Awards.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
beneficially own more than 10% of the Company's Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). The SEC has designated specific due dates for such reports and the
Company must identify in this Proxy Statement those persons who did not timely
file such reports.
Based solely upon a review of Forms 3, 4 and 5, the amendments
thereto, and certain written representations furnished to the Company pursuant
to Rule 16a-3(e) of the Exchange Act, the Company believes that, during the
fiscal year ended December 31, 2002, its directors and officers, and persons who
beneficially own more than 10% of its Common Stock, complied with all applicable
filing requirements, with the exception that reports on Form 3 were not filed
for Sidney Clifton, Brett Coker, Joan Thompson, Michael Wolf, Peter Schankowitz
and John O. Francis and that reports on Form 4 were not filed for Dixon Dern and
Peter Mainstain with repect to the vesting of certian options.
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