ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following table sets forth the names, ages and positions of the Company's
officers and directors.
NAME AGE POSITION
Aaron Gibitz 38 Principal Executive Officer, Chairman, Director
Noel J. Guillama 43 Director
David Smith 58 Director
James D. Baker 59 Director
Guenther Reibling 50 Director
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Pursuant to the Company's By-Laws, the directors of the Company are elected
annually by the shareholders, and the officers are appointed annually by the
board of directors. All directors of the Company hold office until the next
annual meeting of stockholders or until their successors are elected and
qualified.
The business experience of each director and officer is as follows:
AARON GIBITZ, PRINCIPAL EXECUTIVE OFFICER, CHAIRMAN, DIRECTOR. Mr. Gibitz joined
the Company in September, 2002 and serves as the Principal Executive Officer and
is a Director and Chairman of the Board of Directors. From March 2002 to the
present, Mr. Gibitz has been consulting with Taurus Investment Group, a firm
engaged in placing equity mainly in real estate investments. From 1997 through
March 2002, Mr. Gibitz was an executive with Zaremba, a real estate development
and management organization, also diversified in start-up entities, of which he
was responsible for startup activities, promotion, operations audits and
technology management. Prior to 1997 Mr. Gibitz consulted in technology and
operations audits for turnaround, profitability and efficiency for technical
manufacturers and retail to OEM consumer products companies.
NOEL J. GUILLAMA, DIRECTOR. Mr. Guillama formally served as Chairman and CEO of
TargitInteractive from May 2001 to October 2001. He also served as a director of
Williams Software, Inc., from October 2000 to May 2001. Mr. Guillama in the past
has been founder, officer or director of numerous, private and publicly traded
companies involved in broadcasting, cable, healthcare, real estate, construction
and technology. From 1996 to February 2000, he was the Founder, Chairman and CEO
of Metropolitan Health Networks, Inc., West Palm Beach, Florida; a healthcare
service organization serving over 45,000 patients. Prior to that, he was Vice
President of MedPartners, Inc., a physician practice management company based in
Birmingham, Alabama. Mr. Guillama has been non-executive chairman of Tektonica,
Inc. a diversified services company located in Jupiter, Florida, since 1984 and
in addition serves on the board of Quantum Medical Technologies, Inc. located in
Miami, Florida.
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DAVID SMITH, DIRECTOR. Mr. Smith served as Executive Vice President (May 2001
through February 2002) and Chief Strategy Officer (June 2002 through November
2002) of TargitInteractive. He has been in the venture capital industry since
1979 and has run corporate venture funds for Control Data Corporation and BMW of
Germany and has been a partner in three private funds, the largest being
Hambrecht & Quist Venture Partners. Mr. Smith spent eight years in the computer
industry with Control Data Corporation in various financial functions and was
Vice President of Sales/ Marketing for Airtech Corporation, an air-pollution
control spin-out company from MIT's Draper Laboratories. He began his career as
an economist with the International Division of First National Bank of Chicago,
working in the London and Frankfurt branches.
JAMES D. BAKER, DIRECTOR. Mr. Baker formerly served as President and Chairman of
TargitInteractive from July 2001 until September 2002. He became a director and
president upon the closing of the FirstPop transaction. He served as Chairman
and CEO of FirstPop from its inception in 2000. Mr. Baker has been involved with
integrated computer systems for over 25 years. After working for IBM from 1967 -
1981 in Security Systems Development, he left IBM to form his own company,
Computer Application Systems, Inc. ("CASI") that commercialized computer-based
security systems. CASI was sold to Figgie International Inc. in September 1987.
Mr. Baker worked with Figgie as a Vice President of Strategic Business
Development through 1991. From 1991 through 1995, he served as a consultant to
the security industry and assisted several start up and early stage companies by
developing strategic business plans, alliances with more mature companies,
raising capital, and at the Board level. In 1995, he founded RAPOR, Inc. and is
currently on the Board of Directors. RAPOR is a manufacturer of
computer-controlled doors for the security industry. Most recently, Mr. Baker
was CEO of AegiSoft, an Internet company that provides software and digital
content publishers the technology to rent their products, such as software,
music, movies and electronic books. AegiSoft was sold in December 2000 to
RealNetworks, Inc.
GUENTHER REIBLING, DIRECTOR. Mr. Reibling became a director upon the closing of
the FirstPop transaction. Mr. Reibling has been Executive Vice President of
Taurus Investment Group, a real estate investment and development company with
operations in the U.S. and Germany, since 1976. Taurus is general partner of
over 45 commercial real estate projects in the U.S. Mr. Reibling oversees
leasing, management and development activities of the various projects, as well
as the acquisition and underwriting of new projects. He is also an
owner/developer of commercial real estate in his own right and has been involved
with real estate sales, management and development since 1969.
The Company has established an Audit Committee chaired by Guenther Reibling.
Aaron Gibitz also serves on the committee. The Company has identified Mr.
Reibling as the financial expert as defined in the Exchange Act and Regulation
S-B thereto. The Company believes that Mr. Reibling's experience overseeing the
operations of Taurus Investment Group as well as its principal accounting
functions provides the required expertise to advise the Company on issues likely
to arise during the audit process. Mr. Reibling is not an independent expert as
defined under the Exchange Act. However, the Company is in the process of
identifying an independent financial expert to serve on the Audit Committee.
Other than the Audit Committee, there are no committees of the Board, which acts
as the full Board with respect to any matter.
The Company's By-Laws eliminate the personal liability of officers and directors
to the fullest extent permitted by Delaware Law. The effect of such provision is
to require the Company to indemnify the officers and directors of the Company
for any claim arising against such persons in their official capacities if such
person acted in good faith and in a manner that he reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was lawful.
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Compliance with Section 16(a) of the Exchange Act
Based solely on a review of Forms 3, 4 and 5 furnished to the Company and filed
with the Securities and Exchange Commission under Rule 16a-3(e) promulgated
under the Securities Exchange Act of 1934, to the Company's knowledge, all
directors, officers and beneficial owners of more than 10% of any class of
equity securities filed on a timely basis the reports required by Section 16(a)
of the Exchange Act during the most recent fiscal year.
Code of Ethics
The Company currently has no formal code of ethics that applies to the principal
executive or financial officers or the Board of Directors. There was no such
code in the original By-laws of the Company and this oversight has yet to be
corrected. The Company intends to redraft the corporate By-laws and include such
a code of conduct in the immediate future.
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