MANAGEMENT
The following table includes the names, positions held and ages of our executive
officers and directors. All directors serve for one year and until their
successors are elected and qualify. Officers are elected by the Board and their
terms of office are, except as otherwise stated in employment contracts, at the
discretion of the Board.
Executive Officers and Directors
Name Age Position
---------------- --- ---------------------------------------------
Mark L. Kallan 58 President, Chief Executive Officer, Principal
Financial Officer and Director
Anne Invernale 48 Director, Chief Operating Officer
Charles H. Stein 77 Director
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Mark L. Kallanhas been our president and a director since June 2003, is also
President and Director of CyberPlant Designs, Inc. Mr. Kallan also served as a
Director of Diversified Media Holdings, Inc (OTC) from December 2002 through
June 2004. Formerly, Mr. Kallan was a Director and Senior Vice President of New
China Homes, Ltd. (NASDAQ), Senior Vice President and Director of CCA Companies
Inc (NASDAQ), Senior Vice President of Envirokare (OTC), and a Senior Vice
President of Seacom (an Australian company) and Lancelot Holdings (a Hong Kong
company). Prior to 1982, Mr. Kallan was Chairman and CEO of Helbros Watches
Inc., a major American wristwatch manufacturer and distributor. Previously, he
held Senior Account Management positions at several advertising agencies,
including divisions of William Esty, N.W. Ayer, and Young & Rubicam.
Anne Invernale, R.N., O.C.N. has been a director and Chief Operating Officer of
Atlantic PolyPlants, Inc. since its inception. She is also currently Executive
Director of The Hortus Carus Foundation, Inc., a non-profit organization that
provides complementary horticultural therapy to both home and hospital based
patients. Previously Ms. Invernale was Operations Manager for M.D. Anderson
Cancer Center in Orlando, Florida from 2001 to 2003, where she managed and
organized the delivery of patient care for medical and radiation oncology for up
to 600 out-patients a day. From 1985 to 2000, Ms. Invernale served as Supervisor
and Research Assistant for the Derald H. Ruttenberg Cancer Center at Mount Sinai
Hospital, New York City. She worked along side a world renown oncologist and
managed the day-to-day treatment protocols for a diverse group of oncology
patients. Prior to entering nursing, Ms. Invernale worked for Citibank in New
York City during 1981, and from 1972 to 1981, she was with Schroder Bank,
holding various responsibilities in both the Corporate Trust Department and the
Reserve Asset Management Program, investing in short-term liquid assets
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Index to Financial Statements
for major Fortune 500 companies. Ms. Invernale holds a Baccalaureate in Nursing
and in Economics. She is a registered nurse and holds an additional
certification for oncology.
Charles H. Stein has been a director of Atlantic PolyPlants, Inc. since its
inception. From 1998 to 2001, he served as Chairman and Director of New China
Homes (NASDAQ). From 1996 to 1998 he was Chairman and CEO of CCA Companies
Incorporated (NASDAQ) and from 1968 to 1984 Chairman and CEO of Hardwick
Companies Inc. (NASDAQ), which built, developed or operated more than 50
restaurants (Tavern on the Green, Maxwell's Plum and others), health spas, theme
parks in North America, Europe and Asia (including Great Adventure in New
Jersey), and duty-free shops. Mr. Stein also served as President and Chief
Executive Officer of Kitchens of Sara Lee, the world's largest bakery. He was
also a Director, member of the Executive Committee and Vice President of
Consolidated Foods, parent company of Sara Lee and one of the top 30 companies
of the Fortune 500. Mr. Stein has also served as Director or advisor to a wide
range of American and international public companies including: General Host
Corporation (NYSE), Ward Foods (NYSE), Consolidated Foods Corporation (NYSE),
Goldfield Corp. (AMEX), Tokyo Corporation, Land Development Division (Tokyo
Stock Exchange) and Watney Mann, Ltd. (London Stock Exchange), a British-based
brewer and hotel company. He was also President of Benihana of Tokyo, an
international restaurant chain. Originally, Mr. Stein pioneered the concept of
fresh orange juice in "milk-type" cartons, which business he sold to Kraft
Foods. Mr. Stein also served as Special Trade Representative for the State of
Florida.
Board Committees
We have not established an audit committee or a compensation committee. We may
organize these committees in the future.
Limitation on Liability and Indemnification Matters
As authorized by the Florida Business Corporation Law, our articles of
incorporation provides that none of our directors shall be personally liable to
us or our shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability for:
• any breach of the director's duty of loyalty to our company or its
shareholders;
• acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
• unlawful payments of dividends or unlawful stock redemptions or repurchases;
• any transaction from which the director derived an improper personal benefit
This provision limits our rights and the rights of our shareholders to recover
monetary damages against a director for breach of the fiduciary duty of care
except in the situations described above. This provision does not limit our
rights or the rights of any shareholder to seek injunctive relief or rescission
if a director breaches his duty of care. These provisions will not alter the
liability of directors under federal securities laws.
Our articles of incorporation further provides for the indemnification of any
and all persons who serve as our director, officer, employee or agent to the
fullest extent permitted under Florida law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC, this indemnification is against public policy as expressed in the
securities laws, and is, therefore unenforceable.
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Index to Financial Statements
Employment Agreements
We have entered into a three year employment contract with Mr. Kallan to insure
his continued participation and guidance. We also plan to purchase key man
insurance and disability insurance as part of our future planning. His
employment contract calls for a minimum of $80,000 per year, an automobile
allowance, plus Medical and Disability Insurance which will commence when we
attain certain positive cash flow objectives.
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