VOICE MOBILITY INTERNATIONAL INC - 10KSB - 20070323 - PART_III
PART III
Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
The following table sets forth the names, positions and ages of our executive officers and directors. All our directors serve until the next annual meeting of shareholders or until their successors are elected and qualify. The board of directors elects officers and their terms of office are, except to the extent governed by employment contract, at the discretion of the board of directors.
Name
Position Held with the
Company
Age
Date First Elected
or Appointed
Randy G. Buchamer
Chief Executive Officer and Director
50
August 2001
James J. Hutton
President and Director
41
President - August 2001
Director - June 1999
Morgan Sturdy
(2)(4)
Director
54
April 2000
Donald A. Calder
(1)(3)
Director
62
Director - February 2002
Robert E. Neal
(1)(2)
Director
52
September 2003
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Gary Donahee
(2)(3)
Chairman of the Board of Directors, Director
60
Chairman of the Board of Directors - June 2006; October 2003
David Raffa
(3)(4)
Director
48
March 2006
Kenneth R. Miller
(1)(4)
Director
51
July 2006
Gerry Butters
Director
63
July 2006
(1)
Members of our Audit Committee
(2)
Members of our Corporate Governance Committee
(3)
Members of our Compensation Committee
(4)
Members of our Strategic / Finance Planning Committee
Randy G. Buchamer - Chief Executive Officer and Director
Mr. Buchamer has been our Chief Executive Officer and a director of our company since August, 2001. Between August, 2001 and March, 1999, Mr. Buchamer provided management consulting services to various public companies for a consulting company called Rydan Management. From February, 1998 to March, 1999, Mr. Buchamer served as the Managing Director of Operations for the Jim Pattison Group and was responsible for supporting the $4.5 billion operations of 55 companies owned by the Jim Pattison Group. Some of the Jim Pattison Group businesses are involved in grocery stores, specialty packaging, advertising, magazine distribution, broadcasting, automotive retailing as well as other business. From 1996 to 1998, he served as Vice President and Chief Operating Officer of Mohawk Oil Retail Small Business Unit and from 1989 to 1996 as Vice President Corporate Services and Chief Information Officer for Mohawk Oil
Company. Mohawk is a producer and seller of petroleum products. From 1987 to 1988, he was Retail Market Specialist for Digital Equipment of Canada Limited. Mr. Buchamer founded and served, from 1981 to 1988, as President of Vartech Systems Corporation and RB Computer Products, an IBM value added reseller and North American software publisher and distributor of retail, distribution and manufacturing software solutions. He received his Executive MBA from Simon Fraser University's Executive Management Development Program in 1994 and attended the Business Administration program at the University of Illinois. He also has completed courses at the IBM Canada Business Management School.
Mr. Buchamer is also a director of Bradner Ventures Ltd., a public company with a class of securities registered under the Securities Exchange Act of 1934.
James J. Hutton - President and Director
Mr. Hutton previously served as our Chief Executive Officer from April 1998 to August 2001. He has served as the President of our company since August, 2001. Mr. Hutton has served as a director of our subsidiary since 1998. From January 1998 to August 2000, Mr. Hutton served as a director of Acrex Ventures Ltd. From 1990 to the present, he has also served as director and President of South Sycamore Group Holdings, a family company involved in diversified investments. From 1995 to 1998, Mr. Hutton served as Canadian Regional Manager for Ascend Communications, a company involved in broadband networking. From 1989 to 1995, Mr. Hutton served in various capacities for Gandalf Systems, Inc., starting as a sales executive and becoming Western Regional Manager. Gandalf Systems is a company which distributed networking equipment. From 1987 to 1989, Mr. Hutton was a Sales Trainee in the Automotive
Electronics Group of Amp of Canada. Mr. Hutton attended the University of British Columbia.
Morgan Sturdy - Director
Since April, 2000, Morgan Sturdy serves as a director on several Canadian and United States public companies as described below. From September 1997 to April 2000, Mr. Sturdy was Executive Vice-President and Chief Operating Officer of NICE Systems North America, a computer telephony interface provider of call logging and
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quality performance products for call centers. For twelve years prior, he served as President of Dees Communications Engineering Ltd., an innovator in computer telephony solutions, which was then sold to NICE Systems. From 1997 to 1999, he was Chairman of the Board of Directors of Hothaus Technologies, a leader in DSP solutions for voice over IP, which was subsequently acquired by Broadcom. He is a current director of several publicly traded companies, including Ignition Point and TIR Systems. He recently sat on the Board of Creo Inc.'s which was acquired by Kodak Inc. in August 2005. Creo Inc.'s common shares are registered under the Securities and Exchange Act. Additionally, he sits on the board of three private technology companies including Discovery Parks and Responsetek Inc. Mr. Sturdy is the past Chairman of the British Columbia Technology Association, a member of the Board of Governors of
Science World and serves on the Premier's Technology Council. Mr. Sturdy is a past director of National Wireless Canadian Research Foundation.
Donald A. Calder - Director
Mr. Calder was the Vice Chair of the Board and Executive Committee of the Vancouver 2010 Bid Corporation, which won for Vancouver, British Columbia the right to host the Olympic Winter Games and Paralympic Games in 2010. Mr. Calder has been retired since 1999. Mr. Calder was Chief Executive Officer of BC Telecom (a telephone company in British Columbia, Canada) from 1997 to 1999 and was previously the Executive Vice President of Network Operations at BC Telecom and Group Vice President of Marketing and Development with Stentor Resource Centre Inc. While at BC Telecom, Mr. Calder was responsible for negotiating and structuring the merger between BC Telecom and TELUS (a telephone company in British Columbia, Canada). Among his other community commitments, he was chair of the Vancouver General Hospital and University of British Columbia Hospital Foundation. Mr. Calder is the Chairman of the board of
directors of the United Way of the British Columbia Lower Mainland and was Chairman of the 1999 United Way annual fundraising campaign prior to becoming Chief Executive Officer of the Vancouver 2010 Bid Committee.
Robert E. Neal - Director
Robert E. Neal was reappointed to the Board in September 2003. He is retired now. Until October 21, 2002 when he was appointed Senior Vice President, Business Development, of Aliant, Inc., he was the President of Innovatia, a company within Aliant Inc.'s emerging business division that focuses on the developing and selling of Internet-based technology. He was President of Innovatia since 1997. Mr. Neal was a member of the Board as the nominee of Aliant, pursuant to an understanding with Aliant. A native of Saint John, New Brunswick, Mr. Neal began his career in the communications industry in 1979 at New Brunswick Telephone (NBTel). In 1992 he became General Manager of NBTel Mobility. He was made President of Datacor (Atlantic) Inc. in 1996 and became President of NBTel interActive and General Manager of Export at NBTel in the next year. In 1998, he was appointed Vice President of New Business Development.
Gary Donahee - Chairman of the Board of Directors and Director
From 1986 to 2003, Mr. Donahee served in various capacities for Nortel Networks Corporation. Nortel Networks is a company that supplies communications technology and infrastructure to enable value-added internet protocol, or IP, data, voice and multimedia services that support the Internet and other public and private networks using wireline and wireless technologies whose common shares are registered pursuant to Section 12 of the Securities and Exchange Act of 1934. From 1986 to 1989, Mr. Donahee was Vice President, Human Resources, from 1989 to 1993, he was Senior Vice President, Corporate Human Resources, from 1993 to 1995, he was Senior Vice President and President Major Accounts, North America, from 1996 to 1998, he was Senior Vice President and President CALA Caribbean and Latin America, from 1998 to 1999, he was Senior Vice President and President Carrier Networks EMEA and from 1999 to 2003, Mr. Donahee was
Executive Vice President and President the Americas. Mr. Donahee is also a director of Alaska Communications Systems Group Inc., a public company with a class of securities registered under the Securities Exchange Act of 1934. Mr. Donahee received his Bachelor of Arts, Education from the University of New Brunswick, completed his graduate studies at the University of Western Ontario and attended the Marketing Management Program at Stanford University. Mr. Donahee served as a director at various times on a number of the boards including Bell Canada, Advanced Network Systems, the American Heart Association, Alaska Communication Systems and Vantrix Corporation
.
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David J. Raffa - Director
David Raffa is a co-founder of and Fund Manager with Lions Capital Corp., manager of BC Advantage Funds and Lions Liquidity Investment Fund LP, and a founder and principal of Valeo Corporate Finance. Lions manages two investment funds which invest in early stage life science and technology companies. Valeo provides corporate finance advice to technology companies on financing, mergers and acquisitions and building and operating boards of directors. Mr. Raffa began his career as a corporate finance lawyer. He sold his practice at Catalyst Corporate Finance Lawyers to Fasken Martineau at the end of 2005, and retired from the practice of law. Mr. Raffa has been a member of the Board of the BC Technology Industries Association, and an advisor to the B.C. Securities Commission and TSX Venture Exchange in respect of issues material to the technology industry. He also served as Chairman of Science World's Equity
Committee. He currently serves as a director, officer or advisory board member of a number of public and private technology companies. Mr. Raffa is Chairman of ActiveState Corporation and a co-founder of Amorfix Life Sciences Ltd., a TSX listed company. Mr. Raffa has over 20 years experience in advising technology companies.
Kenneth R. Miller - Director
Mr. Miller has been a director since July 2006. Since June 1987, Mr. Miller serves as President and Chief Executive Officer of 535760 B.C. Ltd., a private investment company, specializing in investment and management services. From July 1995 to March 2001, Mr. Miller served in various senior officer positions with MDSI Mobile Data Solutions Inc., a developer of wireless workforce management software. From December 1998 to March 2001, he served as Chief Executive Officer for MDSI Mobile Data Solutions Inc., a then TSX and NASDAQ listed company.
Gerry Butters - Director
Mr. Butters has been a director since July 2006. Mr. Butters is a communications industry veteran with more than 40 years experience in this sector. His career encompasses senior executive positions at Nortel Networks, AT&T, and Lucent Technologies. These include Chairman of the Board of AGCS (a joint venture of GTE and AT&T), President of NTI (a Nortel Networks US subsidiary). He was President of Global Public Networks at AT&T Network Systems from October 1997 to November 1999, President of the Optical Networks Group at Lucent Technologies from December 1999 to August 2000 and Senior Vice President Marketing and Technology at Lucent Technologies. Mr. Butters retired from Lucent Technologies in August 2000. Since August 2000 through the present time, Mr. Butters has been a board director of Lambda Optical Systems, a privately held company since October 2003, and a technical advisor to several
privately held technology firms.
Mr. Butters is also a director of Amedia Networks Inc., a public company with a class of securities registered under the Securities Exchange Act of 1934.
Family Relationships
There are no family relationships among our directors or officers.
Involvement In Certain Legal Proceedings
Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:
(1) any bankruptcy petition filed by or against any business of which such person was an executive officer either at the time of the bankruptcy or within two years prior to that time;
(2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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(3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the year ended December 31, 2006, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with, with the exception of the following:
Name
Number of
Late Reports
Number of Transactions Not
Reported on a Timely Basis
Failure to File
Requested Forms
Randy G. Buchamer
1
(1)
1
(1)
Nil
James J. Hutton
1
(1)
1
(1)
Nil
David J. Raffa
1
(1)
1
(1)
Nil
(1)
The named officer, director or greater than 10% shareholder, as applicable, filed a late Form 4 - Statement of Change in Beneficial Ownership.
Code of Ethics
Effective February 11, 2004, our company's board of directors adopted a Code of Ethics and Business Conduct that applies to, among other persons, our company's Chief Executive Officer (being our principal executive officer and principal financial officer), our company's Controller (being our principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Ethics and Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:
(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
(3) compliance with applicable governmental laws, rules and regulations;
(4) the prompt internal reporting of violations of the Code of Ethics and Business Conduct to an appropriate person or persons identified in the Code of Ethics and Business Conduct; and
(5) accountability for adherence to the Code of Ethics and Business Conduct.
Our Code of Ethics and Business Conduct requires, among other things, that all of our company's personnel shall be accorded full access to our Chief Executive Officer or Audit Committee with respect to any matter which may arise
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relating to the Code of Ethics and Business Conduct. Further, all of our company's personnel are to be accorded full access to our company's Audit Committee if any such matter involves an alleged breach of the Code of Ethics and Business Conduct by the Chief Executive Officer.
We will provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Voice Mobility International, Inc., 100 - 4190 Lougheed Highway, Burnaby, British Columbia, Canada, V5C 6A8 or via email to investors@voicemobility.com.
Nomination Procedures For Appointment of Directors
As of March 1, 2007, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors that were otherwise disclosed in our proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 3, 2006.
Audit Committee
We have a standing Audit Committee which currently consists of Donald Calder, Robert Neal and Kenneth Miller, all of whom are non-employee directors of our company. All of the members of the Audit Committee are independent as defined by Nasdaq Marketplace Rule 4200(a)(15). The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934. The Audit Committee is directed to review the scope, cost and results of the independent audit of our books and records, the results of the annual audit with management and the adequacy of our accounting, financial and operating controls; to recommend annually to the board of directors the selection of the independent registered accountants; to consider proposals made by the independent registered accountants for consulting work; and to report to the board of directors, when so requested, on any accounting or
financial matters. The board of directors adopted its charter for the Audit Committee on April 26, 2002 and was formed in February, 2000.
Audit Committee Financial Expert
Our board of directors has determined that our company has one audit committee financial expert serving on the audit committee, which person is Kenneth Miller. Kenneth Miller is a certified general accountant. Our board of directors has also determined that Kenneth Miller is "independent", as that term is defined by Nasdaq Marketplace Rule 4200(a)(15).
Item 10.
Executive Compensation.
Summary Compensation Table
The particulars of compensation paid to the following persons:
(a)
our principal executive officer;
(b)
each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2006; and
(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended December 31, 2006,
who we will collectively refer to as our named executive officers, of our company for the years ended December 31, 2006 and 2005, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officer, whose total compensation does not exceed $100,000 for the respective fiscal year:
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Name and Principal
Position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option Awards
($)
(1)
Non-Equity Incentive Plan Compensa-tion
($)
Change in Pension
Value and Nonqualified Deferred Compensation Earnings
($)
Other
Annual
Compen-
sation
($)
(2)
Total
($)
Randy Buchamer
Chief Executive Officer
(3)
2006
2005
$176,320
$165,085
N/A
$49,525
N/A
N/A
$148,644
$325,730
Nil
Nil
Nil
Nil
$5,290
$4,953
$330,254
$545,293
James J. Hutton
President
(4)
2006
2005
$138,852
$130,004
N/A
$49,525
N/A
N/A
$48,438
$190,440
Nil
Nil
$5,290
$4,953
$192,580
$374,922
(1)
Reflects the grant date fair value calculated in accordance with FAS 123(R). See "Notes to Financial Statement Summary of Significant Accounting Policies Stock Based Compensation" for a discussion of the relevant assumptions used in calculating the grant date fair value pursuant to FAS 123(R).
(2)
Mr. Buchamer and Mr. Hutton "All Other Compensation" consists of car allowance of $441 (Cdn$500) per month..
(3)
Compensation was paid to Mr. Buchamer by VMI, our operating subsidiary. Mr. Buchamer, Chief Executive Officer of our company and our subsidiary, entered into an indefinite term employment agreement on August 16, 2001. He receives a salary of $176,320 (Cdn$200,000) per year plus a car allowance of $441 (Cdn$500) per month.
(4)
Compensation was paid to Mr. Hutton by VMI, our operating subsidiary. Mr. Hutton served as our Chief Executive Officer from April 1, 1998 to August 15, 2001. Mr. Hutton was appointed as our President on June 29, 2001. He received a salary of $138,852 (Cdn$157,500) for 2006 plus a car allowance of $441 (Cdn$500) per month.
Stock Option Grants in 2006 to Named Executive Officers
During 2006, we granted stock option awards to our Chief Executive Officer and President pursuant to our Second Amended and Restated 1999 Stock Option Plan. Information with respect to each of these stock option awards, including estimates regarding future payouts under each of these awards on a grant by grant basis, is set forth in the table below.
Name
Grant Date
All Other Stock Awards: Number of Shares of Stock or Units (#)
All Other Option Awards: Number of Securities Underlying Options (#)
Exercise or Base Price of Option Awards ($/Share)
Grant Date Fair Value of Stock and Option Awards
Randy Buchamer
March 30, 2006
August 22, 2006
N/A
N/A
108,800
400,000
Cdn$0.79
Cdn$0.54
$48,438
$100,206
James J. Hutton
March 30, 2006
N/A
108,800
Cdn$0.79
$48,438
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During 2006, the compensation committee voted to issue a total of 651,535 options to other employees, consultants and directors. The exercise price was the closing price on the date of grant and ranged from Cdn$0.50 to Cdn$0.82 per share. The majority of the options will vest over a three-year period with certain of the options vesting over a one-year period from the grant date. The options were granted to 14 employees. The grants ranged in size from 13,600 to 75,000 with the average being 35,102. 75,000 options were granted to independent directors and 50,000 options were granted to consultants.
Outstanding Equity Awards at Fiscal Year End
The following table summarizes equity awards granted to our Chief Executive Officer and President that were outstanding as of December 31, 2006.
Option Awards
Stock Awards
Name
Number of Securities Underlying Options
(#) Exercisable
Number of Securities Underlying Options
(#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
Option Exercise Price
($)
Option Expiration Date
Number of Shares of Units of Stock that have not Vested
(#)
Market Value of Shares or Units of Stock that have not Vested
($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested
($)
Randy Buchamer
(1)
1,530,531
790,769
N/A
0.53
(1)
5 years from grant
N/A
N/A
N/A
N/A
James J. Hutton
(2)
440,935
271,087
N/A
0.58
(2)
5 years from grant
N/A
N/A
N/A
N/A
(1)
Includes a grant made on February 26, 2002 for 20,000 options at an exercise price of $0.24 (Cdn$0.28) per share; a grant made on September 20, 2002 for 450,000 options at an exercise price of $0.14 (Cdn$0.16) per share; a grant made on February 13, 2003 for 83,000 options at an exercise price of $0.32 (Cdn$0.37) per share; a grant made on March 18, 2004 for 612,473 options at an exercise price of $0.73 (Cdn$0.85) per share; a grant made on February 16, 2005 for 67,863 options at an exercise price of $0.56 (Cdn$0.65) per share; a grant made on August 24, 2005 for 221,917 options at an exercise price of $0.85 (Cdn$0.99) per share; a grant made on March 30, 2006 for 27,424 options at an exercise price of $0.68 (Cdn$0.79) per share and a grant made on August 22, 2006 for 47,854 options at an exercise price of $0.46 (Cdn$0.54) per share.
(2)
Includes a grant made on February 26, 2002 for 20,000 options at an exercise price of $0.24 (Cdn$0.28) per share; a grant made on May 16, 2003 for 62,500 options at an exercise price of $0.22 (Cdn$0.26) per share; a grant made on May 20, 2003 for 46,000 options at an exercise price of $0.20 (Cdn$0.23) per share; a grant made on March 18, 2004 for 101,149 options at an exercise price of $0.73 (Cdn$0.85) per share; a grant made on February 16, 2005 for 67,863 options at an exercise price of $0.56 (Cdn$0.65) per share; a grant made on August 24, 2005 for 115,998 options at an exercise price of $0.85 (Cdn$0.99) per share; a grant made on March 30, 2006 for 27,424 options at an exercise price of $0.68 (Cdn$0.79) per share.
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Aggregate Option Exercises in 2006 by Executive Officers
The following table provides information as to options exercised, if any, by each of the named executive officers in 2006 and the value of options held by those officers at year-end measured in terms of the last reported sale price for the shares of our common stock on December 31, 2006 ($0.36).
Name
Shares
Acquired on
Exercise (#)
Value
Realized
Number of Securities Underlying
Unexercised Options at December 31, 2006
Value of Unexercised In-the
-Money Options at December 31, 2006
(1)
Exercisable
Unexercisable
Exercisable
Unexercisable
Randy Buchamer
Nil
Nil
1,530,531
790,769
$106,142
(2)
$Nil
James J. Hutton
Nil
Nil
440,935
271,087
$18,433
(3)
$Nil
(1)
The values for "in-the-money" options are calculated by determining the difference between the fair market value of the securities underlying the options as of December 31, 2006 ($0.36 per share on OTC Bulletin Board) and the exercise price of the individual's options.
(2)
Of the exercisable options, 20,000 options have an exercise price of $0.24, 450,000 options have an exercise price of $0.14 and 83,000 options have an exercise price of $0.32.
(3)
Of the exercisable options, 20,000 options have an exercise price of $0.24, 62,500 options have an exercise price of $0.22 and 46,000 options have an exercise price of $0.20.
Compensation of the Company's Directors
Our non-employee directors are granted incentive stock options. Employee directors are granted incentive stock options based on their individual employment agreements. All stock option grants are made pursuant to our Second Amended and Restated 1999 Stock Option Plan.
The following table summarizes compensation paid to all of our non-employee directors:
Name
Fees Earned or Paid in Cash
($)
Stock Awards ($)
Option Awards
($)
Non-Qualified Deferred Compensation Earnings
($)
Non-Equity Incentive Plan Compensation ($)
All Other Compensation
($)
Total
($)
Gary Donahee
Nil
Nil
Nil
N/A
N/A
N/A
Nil
Morgan Sturdy
Nil
Nil
$12,526
N/A
N/A
N/A
$12,526
Robert Neal
Nil
Nil
Nil
N/A
N/A
N/A
Nil
David Raffa
Nil
Nil
$6,263
N/A
N/A
N/A
$6,263
Donald A Calder
Nil
Nil
Nil
N/A
N/A
N/A
Nil
Kenneth R Miller
Nil
Nil
Nil
N/A
N/A
N/A
Nil
Gerry Butters
Nil
Nil
Nil
N/A
N/A
N/A
Nil
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Employment Agreement with Our Named Executive Officers
Randy Buchamer, Chief Executive Officer of our company and our subsidiary, entered into an employment agreement on August 16, 2001. Except for any accrued salary, Mr. Buchamer is not entitled to any payment following, or in connection with, the resignation, retirement or other termination of Mr. Buchamer's employment as Chief Executive Officer, or in connection with Mr. Buchamer's responsibilities following a change in control. During the year ended December 31, 2006, Mr. Buchamer received a salary of $176,320 (Cdn$200,000) plus a car allowance of $441 (Cdn$500) per month.
James Hutton, President of our company, entered into an employment agreement on April 1, 2000. Except for any accrued salary, Mr. Hutton is not entitled to any payment following, or in connection with, the resignation, retirement or other termination of Mr. Hutton's employment as President, or in connection with Mr. Hutton's responsibilities following a change in control. During the year ended December 31, 2006, Mr. Hutton received a salary of $138,852 (Cdn$157,000) plus a car allowance of $441 (Cdn$500) per month.
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Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
We have set forth in the following table certain information regarding our common stock beneficially owned on March 1, 2007 for (i) each shareholder we know to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each of our executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. As of March 1, 2007, we had outstanding approximately 56,405,696 shares of common stock issues and outstanding.
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage
of Class
(1)
William H. Laird
2930 13
th
Ave. S.W.
Salmon Arm, BC V1E 4N7
3,770,543
(2)
6.7%
William E. Krebs
c/o 100 - 4190 Lougheed Highway
Burnaby, BC V5C 6A8
3,598,585
(3)
6.3%
James J. Hutton
c/o 100 - 4190 Lougheed Highway
Burnaby, BC V5C 6A8
1,803,599
(4)
3.2%
Randy Buchamer
c/o 100 - 4190 Lougheed Highway
Burnaby, BC V5C 6A8
1,742,641
(5)
3.0%
Morgan Sturdy
c/o 100 - 4190 Lougheed Highway
Burnaby, BC V5C 6A8
555,769
(6)
1.0%
Gary Donahee
c/o 100 - 4190 Lougheed Highway
Burnaby, BC V5C 6A8
325,000
(7)
**%
Robert Neal
c/o 100 - 4190 Lougheed Highway
Burnaby, BC V5C 6A8
325,000
(8)
**%
David Raffa
c/o 100 - 4190 Lougheed Highway
Burnaby, BC V5C 6A8
317,249
(9)
**%
Donald A. Calder
c/o 1400 - 1055 West Hastings Street
Vancouver, BC V6E 2E9
275,000
(10)
**%
Directors and Executive Officers as a Group(7 persons)
5,344,258
(11)
9.5%
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**
Less than 1%
(1)
Based on 56,405,696 shares of common stock issued and outstanding as of March 1, 2007. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities, including those securities convertible or exercisable within 60 days. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
(2)
Includes 339,000 shares, which are owned by Mr. Laird's wife.
(3)
Includes 2,593,131 shares and 431,836 share purchase warrants exercisable within the next 60 days owned by Margit Kristiansen, Mr. Krebs' wife. Includes 200,000 shares held in a self-directed registered retirement savings plan. Also includes stock options to acquire an aggregate of 225,000 shares of our common stock exercisable within the next 60 days.
(4)
Includes 36,778 shares, which are owned by Janis Gurney, Mr. Hutton's wife, over which Mr. Hutton disclaims beneficial ownership. Includes options to acquire an aggregate of 506,821 shares of our common stock exercisable within the next 60 days. Includes 110,000 shares held in a self-directed registered retirement savings plan.
(5)
Includes options to acquire an aggregate of 1,705,141 shares of our common stock and share purchase warrants to acquire an aggregate of 12,500 shares of our common stock exercisable within the next 60 days.
(6)
Includes options to acquire an aggregate of 325,000 shares of our common stock and share purchase warrants to acquire an aggregate of 76,923 shares of our common stock exercisable within the next 60 days.
(7)
Includes options to acquire an aggregate of 325,000 shares of our common stock exercisable within the next 60 days.
(8)
Includes options to acquire an aggregate of 325,000 shares of common stock exercisable within the next 60 days.
(9)
Includes options to acquire an aggregate of 317,249 shares of common stock exercisable within the next 60 days.
(10)
Includes options to acquire an aggregate of 275,000 shares of common stock exercisable within the next 60 days.
(11)
Includes share purchase warrants to acquire an aggregate of 89,423 shares of common stock and options to acquire 3,779,211 shares of our common stock, all exercisable within 60 days.
Equity Plan Compensation Information
This information can be found under Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities.
Item 12.
Certain Relationships and Related Transactions, and Director Independence.
Other than as described under the heading "Executive Compensation", no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transactions, during the year ended December 31, 2006, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years.
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Corporate Governance
We currently act with 9 directors, consisting of Randy Buchamer, James Hutton, Morgan Sturdy, Donald Calder, Robert Neal, Gary Donahee, David Raffa, Kenneth Miller and Gerry Butters. We have determined that Morgan Sturdy, Donald Calder, Robert Neal, Kenneth Miller, Gary Donahee, David Raffa and Gerry Butters are independent directors as defined by Nasdaq Marketplace Rule 4200(a)(15).
We currently act with a standing audit and compensation committee. We do not have a standing nominating committee but our entire board of directors acts as our nominating committee. If any shareholders seeks to nominate a director or bring any other business at any meeting of our shareholders, the shareholder must comply with the procedures contained in our bylaws and the shareholder must notify us in writing and such notice must be delivered to or received by the Secretary in accordance with Rule 14a-8 of the Exchange Act. A shareholder may write to the Secretary of our company at our principal executive office, 100 - 4190 Lougheed Hwy, Burnaby, British Columbia, Canada V5C 6A8, to deliver the notices discussed above and for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
Audit Committee
Our audit committee consists of Donald Calder, Robert Neal and Kenneth Miller, all of whom are non-employee directors of our company. All of the members of the Audit Committee are independent as defined by Nasdaq Marketplace Rule 4200(a)(15). The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934. The Audit Committee is directed to review the scope, cost and results of the independent audit of our books and records, the results of the annual audit with management and the adequacy of our accounting, financial and operating controls; to recommend annually to the board of directors the selection of the independent registered accountants; to consider proposals made by the independent registered accountants for consulting work; and to report to the board of directors, when so requested, on any accounting or financial matters. The Audit Committee
of the board of directors was formed in February 2000 and adopted its charter on April 26, 2002.
Compensation Committee
The Compensation Committee currently consists of Donald Calder, Gary Donahee and David Raffa, all of whom are non-employee directors of our company. All of the members of our Compensation Committee are independent as defined by Nasdaq Marketplace Rule 4200(a)(15). The Compensation Committee reviews and approves annual salaries, bonuses and other forms and items of compensation for our senior officers and employees. Except for plans that are, in accordance with their terms or as required by law, administered by the board of directors or another particularly designated group, the Compensation Committee also administers and implements all of our stock option and other stock-based and equity-based benefit plans (including performance-based plans), recommends changes or additions to those plans, and reports to the board of directors on compensation matters. The Compensation Committee was formed in February
2000 and adopted its charter on March 30, 2006. To the extent required by law, a separate committee of disinterested parties administers the Second Amended and Restated 1999 Stock Option Plan.
Transactions with Independent Directors
Other than as set out below or disclosed under the heading "Certain Relationships and Related Transactions, and Director Independence", none of our independent directors entered into any transaction, relationship or arrangement during the year ended December 31, 2006 that was considered by our board of directors in determining whether the director maintained his or her independence in accordance with Nasdaq Marketplace Rule 4200(a)(15).
On August 22, 2006, we issued 50,000 stock options to Morgan Sturdy and 25,000 stock options to David Raffa in consideration for their respective services as directors of our company. Each option is exercisable at Cdn$0.50 per share and is further disclosed in this annual report under the heading "Compensation of the Company's Directors". Other than reimbursement for travel expenses incurred in connection with attending our directors' meetings, our company did not pay any other fees to our directors during the year ended December 31, 2006.
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Item 13.
Exhibits.
Exhibits Required by Item 601 of Regulation S-B
Exhibit Number/Description
Exhibit
Number
Description
3.1
Articles of Incorporation, dated October 1, 1997 (1)
3.2
Articles of Amendment of Articles of Incorporation, dated June 24, 1999 (1)
3.6
Amended and Restated Bylaws (2)
4.1
Common Stock Certificate (1)
4.2
Form of Warrant (1)
4.3
Certificate of Designation of Series A Preferred Stock (1)
4.4
Certificate of Designation of Series B Preferred Stock, dated December 27, 2000 (3)
4.5
Certificate of Amendment to Certificate of Designation of Series B Preferred Stock (4)
10.1
Amended and Restated 1999 Stock Option Plan (4)
10.2
Employment Agreement between Voice Mobility Inc. and Randy Buchamer, dated August 16, 2001 (4)
10.3
Employment Agreement between Voice Mobility Inc. and James Hutton, dated
April 1, 2000 (4)
10.4
Form of Subscription Agreement in connection with the issuance of the Series H Promissory Notes, dated April 1, 2005, between Voice Mobility Inc. and each of Bearberry Investments and Margit Kristiansen. (6)
10.5
Form of Subscription Agreements in connection with the unit financing dated June 27, 2005 between Voice Mobility International Inc. and each of Doug Johnson, Mike Bennett, BC Advantage Fund (VCC) Ltd., Randy Buchamer, Paul Currie, Michael David, John Herdman, Bernie Hertel, HighTec Venture Capital Inc., Harold Hodgson, Thomas Jaw, Betty Ku, Jeff Lewis, Barbara McKnight, Tan Van Nguyen, Stuart Ostlund, Jamie Robertson, Robert Semple, Sthakwy Fishing Company Ltd., Ian Stuart, Aaron and Carling Sundberg, Bob Tassone, Chris Thomas, John Tognetti, Randall West, James Yii, Stanley Steed, Alpine Atlantic, APAX Consultants Ltd., Arlington Group Ltd., Bank Julius Baer & Co. Ltd., Chartwell Investments, Jan Dekker, J.T. Eberhard, Erich Hofer, James Ladner, Professional Trading Services SA, Bruno Sauter, H.J.M. Schepers and Shalimar Business Services SA. (7)
10.6
Form of Subscription Agreements in connection with the unit financing dated August 19, 2005 between Voice Mobility International Inc. and EMGE Finance SA. (8)
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10.7
Form of Amendment agreement in connection with the extension of the maturity date of the Series C, D, E, F, G and H promissory notes payable dated September 19, 2005 between Voice Mobility International Inc., Voice Mobility Inc. and each of Bernice Kosiur, Manzanita Investments Ltd., MICAP Holding Inc., Ketty Hughes, Margit Kristiansen, William Laird, William Krebs, L.A. Laird and Bearberry Investments Inc.(8)
10.8
Form of Amendment to Class T warrants dated September 19, 2005 between Voice Mobility International Inc., Voice Mobility Inc. and each of Bernice Kosiur, Manzanita Investments Ltd., MICAP Holding Inc., Ketty Hughes, Margit Kristiansen, William Laird, William Krebs, L.A. Laird and Bearberry Investments Inc. (8)
10.9
Form of Subscription Agreement dated December 19, 2006, between our company and 52 investors who participated in the Cdn$3,425,500 private placement.(9)
10.10
Form of Subscription Agreement dated December 19, 2006, between our company and BC Advantage Funds (VCC) Ltd. (9)
10.11
Finder's Subscription Agreement dated December 19, 2006, between our company and Raymond James Ltd. (9)
10.12
Form of Warrant Certificate dated December 19, 2006. (9)
(1) Previously submitted with our Registration Statement on Form 10-SB, as originally filed on September 17, 1999, and all amendments thereto.
(2) Previously submitted with our Definitive Schedule 14A as filed on May 19, 2000.
(3) Previously submitted with our Form 10-KSB, as filed on April 11, 2001.
(4) Previously submitted with our Form 10-K, as filed on April 1, 2002.
(5) Previously submitted with our Form 10-K, as filed on March 26, 2004.
(6) Previously submitted with our Amendment No. 1 to Form SB-2, as filed on May 13, 2005.
(7) Previously submitted with our Form 10-QSB, as filed on August 15, 2005.
(8) Previously submitted with our Form SB-2, as filed on October 20, 2005.
(9) Previously submitted with our Form 8-K, as filed on December 27, 2006.
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Item 14.
Principal Accountant Fees and Services.
Audit Fees
Our independent registered public accounting firm, Ernst & Young LLP, provided audit and other services during the years ended December 31, 2006 and 2005 as follows:
2006
2005
Audit Fees
$85,000
$82,500
Audit Related Fees
-
-
Tax Fees
9,000
6,000
All Other Fees
1,000
-
Total Fees
$95,000
$88,500
Audit Fees
. This category includes the fees for the audit of our consolidated financial statements and the quarterly reviews of interim financial statements. This category also includes advice on audit and accounting matters that arose during or as a result of the audit or the review of interim financial statements and services in connection with SEC filings.
Audit Related Fees
. There were no audited related fees paid to Ernst & Young LLP.
Tax Fees
. This category includes the fees for professional services rendered for tax compliance, tax advice and tax planning.
All Other Fees
. There were no other fees paid to Ernst & Young LLP.
The Securities and Exchange Commission requires that, before Ernst & Young LLP is engaged by the company or its subsidiaries to render any auditing or permitted non-audit related service, the engagement be:
- approved by the company's audit committee; or
- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
The audit committee requires advance approval of all audit, audit-related, tax, and other services performed by the independent auditor. Unless the specific service has been previously pre-approved with respect to that year, the audit committee must approve the permitted service before the independent auditor is engaged to perform it. The audit committee has delegated to the chair of the audit committee authority to approve permitted services provided that the chair reports any decisions to the committee at its next scheduled meeting.
The audit committee has considered the nature and amount of the fees billed by Ernst & Young LLP, and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining Ernst & Young LLP's independence.