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The following is an excerpt from a SB-2/A SEC Filing, filed by AT&S HOLDINGS INC on 5/10/2005.
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AT&S HOLDINGS INC - SB-2/A - 20050510 - MANAGEMENT

OUR MANAGEMENT


DIRECTORS AND EXECUTIVE OFFICERS


The executive officers and directors of our company, including their ages as of the date of this registration statement, are as follows:


NAME

 

AGE

 

POSITION

         

Richard G. (Dick) Honan


 

69

 

Chairman of the Board of Directors, Chief Executive Officer, and Treasurer

         

Jeffrey N. Orr


 

42

 

Director and President

         

Richard G. (Rick) Honan II


 

34

 

Director, Chief Financial Officer, and Secretary


Our by-laws provide for the Board of Directors to be composed of three directors. Each director serves until the next annual shareholders’ meeting and thereafter until his or her successor is duly elected and qualified. Board members receive no compensation for service as a Board Member; however reasonable costs and expenses for attending Board meetings are reimbursed.  Our Board of Directors, on an annual basis in conjunction with the annual shareholders’ meeting, appoints our executive officers.


RICHARD G. (DICK) HONAN - Mr. Honan received a Bachelor of Arts degree from the University of Kansas.  Mr. Honan has been the Chairman of the Board of Directors, Chief Executive Officer and Treasurer of AT&S Holdings, Inc. since its formation (December 2003).He was one of the original founders of our subsidiary, American Trailer & Storage, Inc. in 1994 and has served as its Chief Executive Officer, Treasurer and Chairman of the Board of Directors since its inception (May 1994).  Mr. Honan also served in the United States Marine Corps.  Mr. Honan is the founder and Chairman of the National Portable Storage Association (NPSA), a not-for-profit industry association that currently has over 200 member companies.  Mr. Honan has owned and operated several small to medium sized companies, including a manufacturers’ representative company, a proprietary trade school that trained persons for the trucking industry and a truck service and repair center.  Mr. Honan has never been a director or officer of any other public reporting company. Mr. Honan is the father of Richard G. Honan II, who is our Chief Financial Officer, Secretary and a member of the Board of Directors.  He is also currently the President of Capital Enterprises, II, a real estate and finance company owned by him and his wife since formation in 1991.  He has not been involved with any other companies during the past ten years.  


JEFFREY N. ORR - Mr. Orr attended Mississippi State University.  Mr. Orr has been a member of the Board of Directors and President of AT&S Holdings, Inc. since its formation (December 2003). He was one of the original founders of our subsidiary, American Trailer & Storage, Inc. in 1994 and has served as its President and Member of the Board of Directors since its inception (May 1994).  Mr. Orr was employed by Transport International Pool (“TIP”), from 1987 through 1994.  TIP, a subsidiary of General Electric, rents and leases semi-trailers to fleet and transportation users.  Mr. Orr’s duties included managing both sales and operations of the Kansas City branch.    Mr. Orr has never been a director or officer of any other public reporting company.


RICHARD G. (RICK) HONAN II - Mr. Honan received a Bachelor of Arts degree from the University of Kansas through a Naval Reserve Officer’s Training Corps (NROTC) Scholarship and attended the University of Maryland’s Business School.  Mr. Honan has been a member of the Board of Directors, Chief Financial Officer and Treasurer of AT&S Holdings, Inc. since its formation (December 2003), and has served as the Chief Financial Officer, Secretary and a member of the Board of Directors of our subsidiary, American Trailer & Storage, Inc., since 2001.  American Trailer has employed Mr. Honan since 1999.  He has worked in operations and sales, and is currently involved with marketing, information systems management, and finance.  Mr. Honan also served on active duty in the United States Navy as a Supply Officer from 1994-1999 and continues to serve in the reserves.  Mr. Honan, who holds the rank of Lieutenant Commander, was recalled to active duty in 2003 for six months and served in the Middle East.  Mr. Honan has never been a director or officer of any other public reporting company.  Mr. Honan is the son of Richard G. Honan, who is our Chief Executive Officer and the Chairman of the Board of Directors.




Code of Ethics


     A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote;


     o    Honest and ethical conduct, including the ethical handling of actual

          or apparent conflicts of interest between personal and professional

          relationships;


     o    Full, fair, accurate, timely and understandable disclosure in reports

          and documents that are filed with, or submitted to, the SEC and in

          other public communications made by an issuer;


     o    Compliance with applicable governmental laws, rules and regulations;


     o    The prompt internal reporting of violations of the code to an

          appropriate person or persons identified in the code; and


     o    Accountability for adherence to the code.


 We have adopted a corporate code of ethics that applies to our principal executive officer, principal accounting officer, or persons performing similar functions.

 Terms of Office


Our current Board members will continue to retain their position until the next annual shareholders meeting.



 

INDEMNIFICATION

Our By-Laws provide for indemnification to all of our officers and directors against any and all expenses, judgments and fines in connection with any threatened, pending or completed action, suit or proceeding arising out of their service as our officer or director.  


Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our Company, pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  


OUR PRINCIPAL OWNERS


The following table provides information concerning the beneficial ownership of Common Stock as of the date of the Prospectus, for (a) each person known to us to be a beneficial owner of the Common Shares in excess of 5%; (b) each director; (c) each executive officer designated in the section captioned "MANAGEMENT--Executive Compensation;" and (d) all directors and executive officers as a group. Except as otherwise noted, each person named below had sole voting and investment power with respect to such securities.



Name and address of beneficial owner (1)

Number of shares

Percentage of ownership  

         

Richard G. (Dick) Honan


3505 Manchester Trfwy.
Kansas City, Missouri 64129

856,200

87.0%

         

Jeffrey N. Orr


3505 Manchester Trfwy.

Kansas City, Missouri 64129

124,121

12.6%

         

Richard G. (Rick) Honan II


3505 Manchester Trfwy.

Kansas City, Missouri 64129

3,846

0.4%

         

All directors and executive officers as a group (3 people)

984,167

100.0%


(1)

The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations of the Commission. Accordingly they may include securities owned by or for, among others, the spouse and/or minor children or the individual and any other relative who has the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or has the right to acquire under outstanding stock options within 60 days after the date of this table. Beneficial ownership may be disclaimed as to certain of the securities.