Item 9. Directors and Executive Officers of the Company
As of March 24, 2003, the Company's directors and executive officers were
as follows:
Name Age Position
---- --- --------
James E. Henry 49 Chairman, Chief Executive Officer and Director
Irvin F. Witcosky 64 President, Chief Operating Officer, Secretary and Director
Louis Massad 65 Vice President, Treasurer, Chief Financial Officer and Director
Sal Lifrieri 45 Executive Vice President and Director
Leroy Kirchner 60 Director
Robert S. Benou 68 Director
Joseph P. Ritorto 71 Director
|
James E. Henry, our Chief Executive Officer, co-founded our predecessor
company in 1989 and served as our President until December 2001 when he was
elected our Chief Executive Officer and Chairman of the Board. Mr. Henry
graduated from the University of New Hampshire with a bachelor of science degree
in electrical engineering. In addition to his other responsibilities, Mr. Henry
has continued to design, install, integrate and market security and
communications systems as well as manage our research and development.
Irvin F. Witcosky co-founded our predecessor company in 1989 and served as
our Executive Vice President until December 2001 when he was elected our Chief
Operating Officer and President. Mr. Witcosky has also served as our Secretary
since 1989 and is on our Board of Directors. Mr. Witcosky graduated from
California Polytechnic University with a bachelor of science degree in
aeronautical engineering. In addition to his other responsibilities, Mr.
Witcosky has continued to design, integrate and market security and
communication systems as well as manage our operations and administration.
Louis Massad became our Vice President, Treasurer and Chief Financial
Officer in 1999. Mr. Massad is also on our Board of Directors. From 1996 to
1999, he functioned as an independent accountant and financial advisor to
several companies, including us. Since 1995, Mr. Massad has been a director of
Conolog Corporation, a publicly-held company that manufactures electronic
components and subassemblies for communication equipment and provides
engineering and design services and technical personnel placement to a variety
of
18
industries. He holds bachelor of science and masters degrees in accounting from
Cairo University in Egypt and a masters in business administration in finance
from Long Island University.
Sal Lifrieri became our Executive Vice President in August 2002. Mr.
Lifrieri has been a member of our board since October 2002. Mr. Lifrieri retired
from the New York City Police Department in January 2002 after 20 years of
service. From January 1996 to January 2001, Mr. Lifrieri served as the Director
of Security and Intelligence Operations for the Office of Emergency Management
where he was responsible for the management of security intelligence and counter
surveillance operations for New York City. From 1994 to 1996, Mr. Lifrieri was a
member of New York City's Municipal Security Section where he headed the
Protective Operations Unit. As head of the Protective Operations Unit, Mr.
Lifrieri's responsibilities included protecting critical New York City
infrastructure and key public buildings.
Leroy Kirchner was elected to our board of directors in December 1999.
Since 1999, Mr. Kirchner has acted as a consultant to the communications
industry and from May 1999 to December 31, 2001, he also served as the Director
of Indirect Distribution for NeoWorld, Inc. From 1996 through 1998, he worked in
various capacities for Motorola Inc., primarily in sales and marketing. From
1966 through 1998, he functioned as vice president and strategist for a Motorola
subsidiary engaged in sales of related radio equipment and systems. Mr. Kirchner
holds a bachelor of science degree and a masters in business administration
degree from Fairleigh Dickinson University.
Robert S. Benou was elected to our board of directors in June 2001. He has
been a director of Conolog Corporation since 1968 and served as its President
from 1968 until May 2001 when he was elected Conolog's Chairman and Chief
Executive Officer. Mr. Benou is a graduate of Victoria College and holds a BS
degree from Kingston College, England and a BSEE from Newark College of
Engineering, in addition to industrial management courses at Newark College of
Engineering.
Joseph P. Ritorto was elected to our board of directors in January 2002.
Mr. Ritorto is the co-founder of First Aviation Services, Inc., which is located
on Teterboro Airport in New Jersey and provides a variety of aviation support
services. Mr. Ritorto has been an officer of First Aviation Services since 1986.
From 1991, until he retired in May 2001, Mr. Ritorto served as Senior Executive
Vice Present and Chief Operating Officer of Silverste in Properties, Inc. and
was responsible for leasing, operations and directing the lease administration
of Silverstein owned and managed properties.
19
Background Information About Certain Key Employees
Theodore Gjini has worked for us since 1988 in various capacities,
including as a sales engineer and project manager. In his current position as a
Vice President, he supervises the coordination of our personnel and their
activities in sales and marketing, project installations and maintenance. Mr.
Gjini graduated from the New Jersey Institute of Technology with a bachelor of
science degree in electrical engineering and William Paterson College with a
masters in business administration.
Emil J. Marone has worked for us since 1965 in various capacities,
including as a hospital communication system specialist, security systems
supervisor, systems engineer, and quality control specialist. In his current
position as our Chief Technology Officer, he is responsible for the development
of special products and testing procedures as well as quality assurance and
management. He holds an associate science degree from Bergen County Community
College.
Patrick Warner has been a Vice President of Henry Bros. Electronics, Inc.
since September 2002. Mr. Warner's responsibilities include managing Corporate
Security Integration LLC, a security systems integrator located in Phoenix,
Arizona which was acquired by us in September 2002. From April 2001 until it was
acquired by us, Mr. Warner was the chief corporate officer of Corporate Security
Integration, LLC.
Alex Pavlis has been a Vice President since April 2002. From January 2000
until March 2001, Mr. Pavlis was a Vice President of Sales and Marketing at
Intellisec a systems integrator. In this capacity, Mr. Pavlis was responsible
for all integrated security system sales in Northern and Southern California and
in Arizona. From October 1983 to January 2000, Mr. Pavlis was a Vice President
of Sales and Marketing for UAC Security Systems where he oversaw UAC's
integrated security system sales and operations department.
Compliance with Section 16(a) of the Exchange Act
The Securities and Exchange Commission has adopted rules relating to the
filing of ownership reports under Section 16 (a) of the Securities Exchange Act
of 1934. One such rule requires disclosure of filings which under the
Commission's rules, are not deemed to be timely. During its review, the Company
discovered that Mr. Lifrieri failed to timely file a Form 3 reporting his status
as an executive officer of the Company. This report was subsequently filed.
20
|