About EDGAR Online | Login
 
Enter your Email for a Free Trial:
The following is an excerpt from a S-1/A SEC Filing, filed by BRIGHTSTAR CORP. on 9/20/2004.
Next Section Next Section Previous Section Previous Section
BRIGHTSTAR CORP. - S-1/A - 20040920 - MANAGEMENT

MANAGEMENT

Directors, Executive Officers and Key Personnel

      Set forth below are the names, ages (as of August 31, 2004) and position(s) of, and certain biographical information concerning, our directors, executive officers and other key personnel.

             
Name Age Position(s)



R. Marcelo Claure
    33    
Chairman of the Board, Chief Executive Officer and President
Denise Gibson
    44    
Chief Operating Officer, President and Chief Operating Officer of Brightstar U.S., Inc. and Director
Oscar J. Fumagali
    51    
Chief Financial Officer, Treasurer, Secretary and Director
Jaime Narea
    49    
President of Narbitec, LLC, a subsidiary of Brightstar Corp.
Michael Tate
    41    
Vice President — Wireless Data & Telecom Solutions
Javier Villamizar
    32    
Vice President — Business Development
Carlos Lomniczi
    36    
General Manager of Brightstar de Mexico, S.A. de C.V., a subsidiary of Brightstar
Arlene Vargas
    37    
Corporate Controller
David Stritzinger
    39    
Chief Technology Officer
Elias J. Kabeche
    40    
Senior Director of Product Management
Diego G. López Carbajal
    31    
Director of Product Management
Sandeep D. Alva
    43    
Director
Jeffrey L. Dickson
    42    
Director
Martin Hanaka
    55    
Director
 
      Executive Officers

      R. Marcelo Claure , a founder of our company, has served as the Chairman of the board of directors, Chief Executive Officer and President of Brightstar since October 1997. From 1995 to 1997, Mr. Claure held various executive positions at Unplugged Communications, Inc., a company involved in the distribution and activation of wireless communications products. As President of Unplugged International, a subsidiary of Unplugged Communications, Inc., he was responsible for expanding that company’s distribution outside of the United States. Mr. Claure also served as President of Small World Communications, Unplugged’s nationwide network of multi-carrier agents. Prior to joining Unplugged Communications, Mr. Claure was, from 1993 to 1995, the general manager and a co-founder of a Bell Atlantic dealership called USA Wireless, based in Boston, Massachusetts. Mr. Claure received a B.S. in Economics and Finance and recently received a Doctorate Honoris Causa in Commercial Science from Bentley College. Mr. Claure serves on the board of directors of the Bolivian-American Chamber of Commerce and the Board of Trustees of Bentley College. Mr. Claure was named 2001 Entrepreneur of the Year by Ernst & Young, 2001 Entrepreneur of the Year by USA Today and 2003 Hispanic Entrepreneur of the Year by Hispanic Business Magazine.

      Denise Gibson has been a director and the Chief Operating Officer of Brightstar since 2001. She launched Brightstar’s operations in Chicago as the President and Chief Operating Officer of Brightstar U.S., Inc., a subsidiary of Brightstar. Prior to joining Brightstar, Ms. Gibson spent 17 years at Motorola Inc. in various positions. She was vice president and director of North America Customer Technical Solutions for Motorola, where she managed the technical and engineering operations for Motorola’s cellular and messaging businesses. Prior to that, she managed U.S. strategic account operations, with responsibility for Motorola’s U.S. cellular subscriber business. Ms. Gibson was also director of product business operations, during which time she helped launch Motorola’s StarTAC handset. Prior to holding positions in its business units, Ms. Gibson held management positions in the human resources, staffing and

80


Table of Contents

internal communications areas of Motorola. Ms. Gibson serves on the board of directors of the Chicago Abused Women Coalition and served on the CTIA Wireless Foundation’s board of directors as vice-chairperson. Ms. Gibson holds a Master’s degree in Management from Kellogg School of Management at Northwestern University. She received a B.S. in Business Administration and Marketing from Drexel University.

      Oscar J. Fumagali has been a director and the Chief Financial Officer of Brightstar since October 2001, and our Treasurer and Secretary since November 2001. Prior to joining Brightstar, Mr. Fumagali served five years as the Chief Financial Officer for the flagship division of Watsco, Inc., a hard goods distribution company with then revenues of approximately $1 billion. From 1994 to 1996, Mr. Fumagali was Controller and Director of Business Planning for PepsiCo., where he was responsible for its Latin America Restaurant Divisions, consisting of KFC, Pizza Hut and Taco Bell. From 1990 to 1994, Mr. Fumagali was Director of Business Planning and Analysis for DelMonte Fresh Produce Company, where he was active in the development of new products and production operations to support that company’s growth plans. Prior to joining DelMonte, Mr. Fumagali spent 11 years with IBM, where he held various staff and management assignments in the areas of finance and manufacturing, and was inducted into the IBM Executive Resource Program. In 1980, Mr. Fumagali received an M.B.A. from Florida Atlantic University. Mr. Fumagali received a B.S. from Georgia Institute of Technology, with a major in Industrial and Systems Engineering and a minor in Finance/Accounting.

      Jaime Narea became the President of Narbitec, LLC, a subsidiary of Brightstar, in May 2001. Prior to joining Narbitec, Mr. Narea served, from October 2000 to April 2001, as Motorola’s Director of OEM Business. From 1997 to September 2000, Mr. Narea served as Motorola’s General Manager for the North region of Latin America and helped Motorola introduce its cellular subscriber business in this region. Prior to that, he served in various other positions at Motorola. Mr. Narea received a Master’s degree in management from Kellogg at Northwestern University, a Master’s degree in electrical engineering from the University of Illinois and a B.S. in electrical engineering from the Illinois Institute of Technology.

 
      Key Personnel

      Michael Tate became Vice President — Wireless Data & Telecom Solutions of Brightstar in January 2003. In this position, he is responsible for expanding our data portfolio by focusing on emerging technologies, data-centric devices and connectivity solutions. Mr. Tate also works directly with network support operator teams to provide technical support and assist in developing business strategies that incorporate emerging wireless data technologies in product and service portfolios. Prior to joining Brightstar, Mr. Tate served, from 2000 to 2002, as Vice President of Latin American Sales for GTRAN Wireless, a leading company in the development and delivery of high-speed wireless access products. Prior to that, he was, from 1986 to 2000, Vice President and General Manager of Mobile Lifestyles, a regional wireless retailer, where he managed six divisions with over 200 employees. Mr. Tate attended the University of Buenos Aires.

      Javier Villamizar became Vice President — Business Development of Brightstar in January 2004. Immediately prior to joining Brightstar, Mr. Villamizar worked at Motorola for over five years, in its program management, business development, sales, corporate ventures and capital marketing areas. He also worked in the Motorola Professional Services group, which provides systems integration consulting for telecom and enterprise customers. Prior to joining Motorola, Mr. Villamizar owned and managed Teleservice, a consulting company focused on the creation of software systems for paging devices. Mr. Villamizar has also worked as a researcher at Universidad Javeriana and University of New Mexico in the field of digital image processing. Mr. Villamizar received an M.B.A. in International Business from the University of Miami and a B.S. in electronic engineering from the Xaverian University of Bogotá, Colombia. Mr. Villamizar has contributed to multiple publications and patents throughout his career.

      Carlos Lomniczi has been the General Manager of Brightstar de Mexico, S.A. de C.V., a subsidiary of Brightstar, since October 2003. Mr. Lomniczi joined Brightstar de Mexico in 2002, initially serving as the Chief Financial Officer of Latin American operations. In October 2002, Mr. Lomniczi became Chief

81


Table of Contents

Financial Officer of Brightstar de Mexico and SIMM, another of our subsidiaries. Prior to joining Brightstar, Mr. Lomniczi had served as Senior Operations Controller for the Personal Communications Sector, Latin America Division of Motorola, from October 2000 to April 2002. In this position, he was responsible for three regions in Latin America, providing strategy and financial planning for each region. Prior to that, Mr. Lomniczi served as Corporate Director of Finance for Motorola de Mexico from July 1998 to September 2000. He has also served as Finance Manager for Motorola Argentina S.A. Mr. Lomniczi began his career as a senior accountant and auditor at the Argentinean division of KPMG Peat Marwick LLP. Mr. Lomniczi received an M.B.A. from Universidad del CEMA in Argentina and received a B.S. in Public Accounting from Buenos Aires National University.

      Arlene Vargas became our Corporate Controller in July 2002. Prior to joining Brightstar, Ms. Vargas served, from September 1998 to April 2002, as the Vice President and Corporate Controller of MasTec, Inc., a publicly-traded company focusing on the development of end-to-end voice, video, data and energy infrastructure. Prior to joining MasTec, Ms. Vargas had served in various positions with the public accounting firm of PricewaterhouseCoopers, LLP from December 1989 to September 1998, including as Senior Audit Manager from June 1997 to September 1998. Ms. Vargas received a B.A. in accounting from Florida International University and is a certified public accountant.

      David Stritzinger became our Chief Technology Officer in April 2004. In this position, he leads a team of over 30 information technology professionals to develop and implement technology initiatives. His team has developed the Integrisynch patent-pending software solution that is specifically designed to meet the requirements of wireless industry companies. Prior to joining Brightstar, Mr. Stritzinger founded (or co-founded) three technology organizations that are now included in the Microsoft Business Solutions consulting group. Prior to that, he was a consultant in the wireless communications industry from August 2002 to November 2003. From April 2001 to July 2002, Mr. Stritzinger served as Chief Technology Officer for Brightpoint, Inc. Prior to that, Mr. Stritzinger had served, from November 1995 to March 2001, as Regional Director of Consulting services for Great Plains Software. Mr. Stritzinger received a B.S. in electrical engineering and computer science from the University of Colorado, Boulder. He also served for four years as an officer in the U.S. Navy.

      Elias J. Kabeche became our Senior Director of Product Management in June 2002. In this position, he leads a team of 13 product managers responsible for maintaining vendor relationships and procuring products on behalf of customers throughout the Americas. Prior to joining Brightstar, Mr. Kabeche took time off to earn his M.B.A. From April 2001 to December 2001, Mr. Kabeche served as Vice President of Integrated Supplies for Anixter International, where he worked directly with operations teams to build and implement logistics projects for wireless network customers. Prior to that, he served in various leadership positions at TESSCO Technologies, from February 1998 to April 2001, including Vice President of its international business division and director of cellular and personal communication systems. Mr. Kabeche has also served as Vice President of Sales and Marketing at Larsen Electronics, Product Manager at Telcel Cellular and in various directorship roles for accessory products and quality assurance at Andrew Wireless. Mr. Kabeche received an M.B.A. from Loyola College and an M.S. in mechanical engineering from Universidad Central de Venezuela. He received a B.S. in mechanical engineering from Case Western University.

      Diego G. López Carbajal became our Director of Product Management in 2003. In this position, he manages our contractual responsibilities in Latin America in connection with our relationship with Motorola, directing our planning, forecasting, purchasing, inventory control and sale processes for Motorola mobile wireless phones. Prior to being appointed to this position, Mr. Lopez served as both General Manager and Director of Operations for Brightstar de Mexico, S.A. de C.V. He joined our company in October 1999. Prior to joining Brightstar, Mr. Lopez served, from November 1995 through October 1999, as Logistics Manager for Unplugged de Mexico, where he managed the transportation, importation and inventory controls for a variety of wireless products. Additionally, Mr. Lopez was previously employed by Mexico Comunicaciones as Logistics Manager, by Northern Telecom de Mexico as an inventory consultant and by NEC de Mexico as an imports supervisor. Mr. Lopez received a degree in 1990 from Colegio Nacional de Educacion Profesional Technica, as a professional technician in foreign trade.

82


Table of Contents

 
      Other Directors

      Sandeep D. Alva became a director of Brightstar on December 30, 2003. Mr. Alva is a managing director of Falcon Investment Advisors, LLC, which he founded in July 2000 to provide investment management services to institutional investors. Mr. Alva was previously with John Hancock Financial Services, where he held several senior positions including Senior Managing Director and Mezzanine and Private Equity Team Leader of John Hancock’s Bond & Corporate Finance Group, as well as portfolio manager for Hancock Mezzanine Partners I, a $425 million pool of mezzanine and private equity capital. Mr. Alva has also served as President of Hancock Mezzanine Investments, LLC. Prior to this, Mr. Alva was a Principal at the investment firm of Joseph, Littlejohn and Levy and was involved in the acquisition of operationally and financially distressed companies. He has served on the boards of directors of numerous portfolio companies. Mr. Alva received an M.B.A. from Cornell University and a Bachelor of Commerce degree from Bombay University.

      Jeffrey L. Dickson became a director of Brightstar on December 30, 2003. Mr. Dickson is the Managing Principal of Prudential Capital Partners, L.P., a middle market mezzanine fund. He joined Prudential Capital Group in 1989 and has a breadth of experience ranging from distressed securities to other forms of leveraged finance transactions. He served for several years in Prudential Capital Group’s work-out group, managing distressed securities, negotiating restructurings and serving on creditors’ committees in bankruptcies. From 1996 through 2000, Mr. Dickson was the head of Prudential Capital Group’s San Francisco regional office, and was responsible for its private investment activities in the western United States. Mr. Dickson serves on the boards of directors of Yanoor Corporation, Motorsport Aftermarket Group, Inc., Event Rentals, Inc., Engineered Machine Products, Inc. and Polar Beverages, Inc. Mr. Dickson received an M.S. from Sloan School of Management at the Massachusetts Institute of Technology and a B.S. from Babson College.

      Martin Hanaka became a director of Brightstar in June 2004. Mr. Hanaka is currently Chairman Emeritus of The Sports Authority, Inc., or The Sports Authority. He served as Chairman of The Sports Authority from 1999 through 2004, and served as its Chief Executive Officer from 1998 through 2003. While serving in this capacity, he engineered and completed a merger with a rival retailer. Prior to joining The Sports Authority, Mr. Hanaka served as President and Chief Executive Officer of Staples, Inc., where he was responsible for substantial buying improvements, cultural development and process change. Prior to that, he served as President, Chief Operating Officer and Executive Vice President of Marketing at Lechmere, Inc. Mr. Hanaka also served in numerous capacities at Sears Roebuck, including Chief Business Executive for Sears Brand Central Division. Mr. Hanaka serves on the boards of directors of The Sports Authority, TransWorld Entertainment Corporation and the Sporting Goods Manufacturer’s Association and as a National Trustee and member of the Board of Governors of the Boys & Girls Club of America. Mr. Hanaka had served on the board of directors of Staples, Inc., Nature’s Heartland, Lechmere, Inc., RMS Networks, Students in Free Enterprise, Initiative for a Competitive Inner City and International Mass Retail Association. Mr. Hanaka received a B.A. in History from Cornell University.

Board of Directors

      Our board of directors presently consists of six members. We intend to appoint two additional independent directors to our board shortly after the completion of this offering. The board is divided into three classes, with each class having a staggered three-year term. Mr. Alva and Mr. Dickson are our Class I directors and their term expires in 2005. Ms. Gibson and Mr. Fumagali are our Class II directors and their term expires in 2006. R. Marcelo Claure and Mr. Hanaka are our Class III directors and their term expires in 2007. The two additional independent directors will be Class II and III directors, respectively. One class of directors will be elected annually. Each of our directors will hold office until his or her successor has been duly elected and qualified. Each of our officers serves at the discretion of the board, subject to the terms of any applicable employment agreement. R. Marcelo Claure, the Chairman of our board of directors and our Chief Executive Officer and President, and Alejandra Claure, our Vice President — Credit & Collections and Treasury, are siblings.

83


Table of Contents

      On December 30, 2003, we entered into a Stockholders’ Agreement with the holders of our Series A Preferred Stock, 2008 Convertible Notes and common stock. The Stockholders’ Agreement provides that our board of directors is to consist of at least two and not more than nine members, that the holders of our Series A Preferred Stock may designate two members of our board and that the holders of our common stock elect the remainder of the directors. Each of Falcon Mezzanine Partners, L.P., or Falcon, and Prudential Capital Partners, L.P. and Prudential Management Fund, L.P., or collectively, Prudential, has the right, on behalf of the holders of our Series A Preferred Stock, to designate one member of our board. Falcon’s current designee to the board is Sandeep D. Alva and Prudential’s current designee is Jeffrey L. Dickson. In accordance with the Stockholders’ Agreement, the board of directors designation rights of the Series A Preferred Stockholders and the limitations on the size of the board will terminate on the completion of this offering. We expect, however, each of Messrs. Alva and Dickson to remain as members of our board following the completion of this offering and until his successor has been duly elected and qualified.

                  Committees of Our Board of Directors

      Our board of directors has three standing committees: an audit and compliance committee, a compensation committee and a nominating and governance committee, which have the respective compositions and responsibilities described below.

                  Audit and Compliance Committee

      Our audit and compliance committee consists of Messrs. Hanaka, Alva and Dickson. Our board of directors has determined that all of the members of the audit and compliance committee will, after giving effect to this offering, be independent in accordance with the criteria of the Sarbanes-Oxley Act and the Nasdaq Stock Market Marketplace Rules and that such committee’s charter complies with the Nasdaq Stock Market Marketplace Rules. Mr. Alva is the chairman of our audit and compliance committee and has been designated as the committee’s financial expert. The committee is responsible for the integrity of our financial statements, accounting and financial reporting processes, legal and regulatory compliance and overall risk management profile. It is also responsible for selecting and overseeing our independent auditors and reviewing the results and scope of the audits conducted by them. Additionally, the audit and compliance committee reviews our accounting, auditing and financial reporting practices and procedures.

      Section 404 of the Sarbanes-Oxley Act requires the management of a public company to assess the effectiveness of its internal control over financial reporting and report the results of that assessment in the company’s annual report. We are in the process of hiring additional staff members and engaging consultants or other advisors to assist our management in establishing and maintaining adequate internal control over our financial reporting and we are actively evaluating the effectiveness of our financial reporting. We recently hired a Director of SEC Reporting and Sarbanes-Oxley Compliance to oversee our Section 404 compliance and public reporting. We believe that we will have systems of internal control established in the manner, and by the time, required by Section 404 of the Sarbanes-Oxley Act.

                  Compensation Committee

      Our compensation committee consists of Messrs. Hanaka, Alva and Dickson. Our board of directors has determined that all of the members of the compensation committee will, after giving effect to this offering, be independent in accordance with the criteria of the Nasdaq Stock Market Marketplace Rules and applicable rules and the regulations of the Internal Revenue Service. Mr. Dickson is the chairman of our compensation committee. Our compensation committee sets the amounts and nature of compensation, including stock option grants, payable to our officers and approves stock option grants for our other employees. We expect shortly to adopt a written charter for the compensation committee.

      Our board of directors and stockholders adopted the Brightstar Corp. 2004 Stock Incentive Plan, or the Plan, as of January 2004 and approved an amendment to the Plan in July 2004. The compensation committee administers the Plan. Specifically, the compensation committee interprets our 2004 Stock

84


Table of Contents

Incentive Plan, establishes and modifies administrative rules for the Plan, and sets the terms and conditions of and restrictions on stock options, stock grants and other awards made under the Plan.

                  Nominating and Governance Committee

      Our nominating and governance committee consists of Messrs. Hanaka, Alva and Dickson. Our board of directors has determined that all of the members of the nominating and governance committee will, after giving effect to this offering, be independent in accordance with the criteria of the Nasdaq Stock Market Marketplace Rules. We will adopt a written charter for our nominating and governance committee and post the charter on our website on or shortly after the completion of this offering. Mr. Hanaka is the chairman of our nominating and governance committee. Our nominating and governance committee identifies qualified individuals for election to our board of directors (including filling vacancies and newly-created directorships), determines the composition, and monitors the effectiveness, of our board of directors and its committees and develops, reviews and evaluates our corporate governance policies, practices and procedures.

      In accordance with the Nasdaq Stock Market Marketplace Rules, we have adopted and will publicly disclose a code of conduct applicable to our directors, officers and employees. The code of conduct consists of written standards designed to deter wrongdoing and to promote honest and ethical conduct; accurate, timely and understandable disclosure in the documents that we file with the Securities and Exchange Commission, or the SEC, and in other public communications made by us; compliance with applicable laws, rules and regulations; prompt internal reporting of violations of the code to the appropriate person(s) identified in the code; and accountability for adherence to the code. In addition, the code of conduct will contain provisions designed to ensure its consistent enforcement, protection for persons reporting questionable behavior, objective standards for compliance and the process by which to determine violations. We intend to post the code of conduct on our website on or shortly after the completion of this offering. Any approval of a material departure from our code of conduct may be made by our board of directors only and will be promptly disclosed in a Form 8-K filed with the SEC.

                  Compensation Committee Interlocks and Insider Participation

      No present member of our compensation committee is, or has at any time since our incorporation ever been, an officer or employee of us or of any of our subsidiaries. None of our executive officers serves as a director or as a member of the compensation (or a similar) committee of any entity that has an executive officer serving as a member of our board of directors or compensation committee.

BROKERAGE PARTNERS