SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of the Company’s outstanding common stock as of April 27, 2009: (i) by each person who is known by the Company to, beneficially own more than 5% of the Common Stock; (ii) by each of the named executive officers of the Company; (iii) by each director and nominee for director of the Company; and (iv) all directors and executive officers of the Company as a group.
The shares “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the SEC and, accordingly, shares of our common stock underlying options and other convertible securities that are exercisable or convertible within 60 days of April 27, 2009 and shares of our common stock underlying restricted stock awards that vest within 60 days of the Record Date are deemed to be beneficially owned by the person holding such securities and to be outstanding for purposes of determining such holder’s percentage ownership. Shares of common stock subject to options or other convertible securities that are not exercisable or convertible and restricted stock awards that do not vest within 60 days from the Record Date are not included in the table below as “beneficially owned”. The same securities may be beneficially owned by more than one person.
Directors and Officers
Name
Number of
Common Shares
Beneficially Owned
(C)
Percent of Class
Title
Raymond J. Smith
527,442
9.70%
Chairman of the Board of Directors
Christopher J. Ryan
411,781 (A) (B) (C)
7.58%
Chief Executive Officer, President, General Counsel, Secretary and Director
John J. Collins, Jr.
117,401 (1)
2.16%
Director
Eric O. Hallman
40,163 (1) (C)
*
Director
Stephen M. Bachelder
12,115 (2) (C)
*
Director
John Kreft
10,450 (2) (A) (C)
*
Director
Duane Albro
– – – –
*
Director
Gary Pokrassa
14,134 (A) (C)
*
Chief Financial Officer
Paul C. Smith
5,317 (A) (C)
*
Vice President
Harvey Pride, Jr.
3,410 (C)
*
Sr. Vice President, Manufacturing
Greg Willis
3,630 (C)
*
Executive Vice President
Gregory D. Pontes
1,870 (C)
*
Vice President, Manufacturing
Phillip Willingham
1,760 (C)
*
Vice President, MIS
Charles D. Roberson
– – – –
*
Vice President, International Sales
All officers and directors as a group
(14 persons)
1,149, 479 (4) (A)
21.15%
5% Shareholders
Heartland Advisors (5)
789 n. Water Street, Suite 500
Milwaukee, Wisconsin 53202
500,000
9.20%
Dimensional Fund Advisors, LP (6)
Palisades West
6300 Bee Cave Road, Building 1
Austin, TX 78746
397,506
7.31%
Signia Capital Management, LLC (7)
108 N. Washington Street, Suite 305
Spokane, Washington 99201
383,527
7.06%
Robeco Investment Management, Inc. (8)
909 Third Avenue
New York, NY 10022
539,151 (8)
9.92%
Holtzman Opportunity Fund LP
c/o Jewelcor Companies
100 N. Wilkes Barre Blvd
Wilkes Barre, Pennsylvania 18702
Seymour Holtzman (6)
395,661 (9)
7.28%
* Less than 1%
(1) Includes 1,331 options granted on June 18, 2003 and 1,100 options granted on June 21, 2006 to each of Mr. Hallman and Mr. Collins, current directors;
(2) Includes 6,050 options granted November 19, 2004 to each Mr. Bachelder and Mr. Kreft, current directors
(4) Includes 17,567 options granted between June 18, 2003 and June 21, 2006
(5) According to a Schedule 13G/A jointly filed on behalf of Heartland Advisors, Inc. on February 11, 2009
(6) According to a Schedule 13G/A filed on behalf of Dimensional Fund Advisors on February 9, 2009
(7) According to a Schedule 13G/A filed on behalf of Signia Capital Management, LLC on February 13, 2009
(8) According to a Schedule 13G/A filed on behalf of Robeco Investment Management (“Robeco”) on February 6, 2009. Robeco possesses shared investment and voting power over the above shares
(9) According to a Schedule 13D filed on April 22, 2008, which was jointly filed on behalf of the Holtzman Opportunity Fund, Seymour Holtzman and Evelyn Holtzman.
(A) Does not include 6,703 shares to be issued pursuant to the matching shares provision of the 2006 Equity Incentive Plan as follows: Christopher J. Ryan, 3,137 shares; Gary Pokrassa, 1,050 shares; Paul C. Smith, 665 shares; John Kreft, 1,100 shares; Stephen Bachelder, 750 shares. Also excludes 5,346 shares to be issued pursuant to the bonus in shares plan as follows: Gary Pokrassa 1,497 shares; Harvey Pride Jr. 1,497 shares; Gregory Willis 2,352 shares.
(B) Includes 14,641 shares owned by Mr. Ryan’s wife, and 42,592 which Mr. Ryan votes as Co-Executor of the Estate of Bernard J. Ryan.
(C) Table does not include the following stock grants under the Company’s 2006 Equity Incentive Plan (performance vesting at end of 3 years, date of grant June 2006) at baseline or maximum. Table DOES include the below shares at minimum since they are scheduled to vest within 60 days of April 27, 2009:
