Item 10.
Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
Certain information, as of March 11, 2008, with respect to each of the current directors is set forth below, including their names, ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships that each person holds, and the year in which each person became a director.
The business address of each director listed below is 50 Revolutionary Road, Scarborough, NY 10510.
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Year
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Appointed/
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Name
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Age
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Position
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Elected
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Itzhak Fisher
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Executive Chairman
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2006
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Christopher Bogart
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Chief Executive Officer and Director
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2006
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Elizabeth OConnell
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Chief Financial Officer
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2006
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Nir Tarlovsky
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Executive Vice President, Business Development
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2006
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Shraga Brosh
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Director
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2006
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Yair Segev
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Director
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2008
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Mark Hirschhorn
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Director
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2008
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Itzhak
Fisher has served as our Executive Chairman of the Board of Directors since
our inception. Mr. Fisher is an active entrepreneur and private investor
and, since 2000, has invested his own capital into a variety of ventures
in the communications and technology sectors. From 2000 until November 2003,
Mr. Fishers primary investment vehicle was Infinity Holdings (Cayman) Ltd. (and, prior to July 2001, its predecessor, Infinity
Holdings Group Inc.), of which he was Chairman and which he owned in conjunction with Mr. Tarlovsky. Through Infinity, Mr. Fisher invested in more than twenty different companies in the communications and technology sectors, including Sorbie Europe
B.V., the holding company of PSINet Europe B.V., a European internet company and data solutions provider of which Mr. Fisher was a director from December 2003 to August 2006, and Trendum Ltd., the predecessor to Nielsen BuzzMetrics, an internet
company that measures and analyzes the content which consumers publish to public internet sites such as blogs and message boards. Mr. Fisher became a director and Co-Chairman of Trendum Ltd. upon Infinitys investment in Trendum in November
2003 and continued in that position until January 2005 when he became executive Chairman. In February 2006, VNU NV (which changed its name in January 2007 to The Nielsen Company) became the majority owner of Trendum, which was renamed Nielsen
BuzzMetrics Ltd., and in June 2007, The Nielsen Company acquired the remainder of Nielsen BuzzMetrics, and Mr. Fisher began to serve as Executive Chairman of The Nielsen Companys
Nielsen Online unit, a position he holds currently. In November 2003, Mr. Fisher
began investing through a new private investment vehicle, Pereg LLC, which he
owns in conjunction with his wife. In addition to his private investment activity,
Mr. Fisher is also a member of the telecommunications advisory board to one of
the funds of New Mountain Capital LLC and is a director and Chairman of Kemlink
USA Inc., a petrochemical trading firm since September 2004, and was, from 2000
to November 2004 a member of the advisory board to Ruukki Group Oyj (formerly,
A Company Finland Oyj), a Finnish telecommunications and technology investment
fund.
Christopher Bogart has served as our Chief Executive Officer and a director since our inception. Mr. Bogart is a Managing Director of Glenavy Capital LLC, a private investment vehicle and merchant banking firm that, among other activities, provides worldwide investment management for Ronald S. Lauder, a position he has
held since June 2003. Since January 2007, Mr. Bogart has been a Manager of the General Partner of the Glenavy International Arbitration Investment Fund, LP, an international investment vehicle that funds international treaty-based litigation. From
1998 until June 2003, Mr. Bogart held several senior executive positions at Time Warner Inc. (NYSE: TWX), including Executive Vice President & General Counsel, Time Warner Inc.; President and Chief Executive Officer, Time Warner Cable Ventures;
and President and Chief Executive Officer, Time Warner Entertainment Ventures. Prior to joining Time Warner, Mr. Bogart was a litigator and antitrust lawyer with a practice focused on communications, technology and media at Cravath, Swaine &
Moore.
Elizabeth OConnell, CFA, has served as our Chief Financial Officer since our inception. Ms. OConnell served as a director and an audit committee member from our inception until her
resignation on February 29, 2008, to facilitate our board being composed of a majority of independent directors. Ms. OConnell is also a Managing Director of Glenavy Capital LLC, a position she has held since June 2003. From 2001 to June 2003,
Ms. OConnell pursued personal and family interests. From 1999 until 2001, Ms. OConnell was a director at Credit Suisse First Boston, specializing in equity capital markets transactions in the technology sector. From 1992 until 1999, Ms.
OConnell was an investment banker at Citigroup and its predecessor Salomon Brothers Inc, specializing from 1996 on in equity capital markets transactions in the communications sector.
Nir Tarlovsky has served
as our Executive Vice President, Business Development since our inception. Mr.
Tarlovsky served as a director from our inception until his resignation on February
29, 2008, to facilitate our board being composed of a majority of independent
directors. Mr. Tarlovsky, who resides in Tel Aviv, Israel, has invested in partnership
with Mr. Fisher since 2000, serving as the managing partner overseeing all of
their portfolio companies, including overseeing the acquisition, turnaround
and sale of PSINet Europe, a major European data solutions provider. From 2000
until November 2003, Mr. Tarlovskys primary investment vehicle was Infinity
Holdings (Cayman) Ltd. (and, prior to July 2001, its predecessor, Infinity Holdings
Group Inc.), which he owned in conjunction with Mr. Fisher. In November 2003,
Mr. Tarlovsky began investing in conjunction with Mr. Fisher through his own
new private investment vehicle, Aces Holdings Ltd. From 1995 to 2000, Mr. Tarlovsky
served as Vice President, Business Development for RSL Communications, Ltd. (NASDAQ:
RSLC) where he oversaw investments in, and served as a director of, deltathree,
Inc. (NASDAQ:DDDC) and telegate AG (Frankfurt: 511880).
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From 1992 to 1995 Mr.
Tarlovsky was the Senior Economist at Clalcom. Mr. Tarlovsky is also a director
of AdsMarket G.M. Ltd.
Shraga Brosh has served as a director since our inception.
Mr. Brosh, who resides in Tel Aviv, Israel, is the President of the Manufacturers Association of Israel, the Chairman of the
Federation of Israeli Economic Organizations/Chambers of Commerce, and the former Chairman of the Israel Export and International Cooperation Institute. A dditionally, since 1977, Mr. Brosh has been the Chief Executive Officer of J. Brosh Marketing
& Services Ltd., a diversified manufacturing concern headquartered in Israel.
Yair Segev joined us as a director on February 29, 2008. Mr. Segev is Vice President, Analytics and Strategic Partnerships, for The Nielsen Company, a position he has held since September 2007.
From February 2005 until August 2007, Mr. Segev was the Chief Financial officer of Kemlink USA Inc., a petrochemical trading firm. From 2002 until December 2006, Mr. Segev was the Chief Financial Officer of the RSL Liquidating Trust, the entity
liquidating the assets of RSL Communications, Ltd. Mr. Segev was previously a licensed Certified Public Accountant in Israel.
Mark Hirschhorn joined us as a director on February 29, 2008. Mr. Hirschhorn is Vice President and Chief Financial Officer for Radio Computing Services, Inc., a position he has held since June
2004. From February 2003 until March 2004, Mr. Hirschhorn was Vice President and Chief Financial Officer for Datatec Systems, Inc. From March 2001 until October 2002 Mr. Hirschhorn was Vice President and Chief Financial Officer of BT Radianz, Inc.
Mr. Hirschhorn currently serves on the board of directors of Skyauction.com, a privately-held travel auction company.
Number and Terms of Office of Directors
Our board of directors consists of only one class of directors with each director elected for a one year term. Vacancies and newly created directorships may be filled by a majority of directors
then in office, although less than a quorum, or by a sole remaining director, and each director so chosen shall hold office until the next annual meeting and until such directors successor shall be duly elected and shall qualify.
Advisory Board
We also may consult, from time to time, with certain individuals whom we call our special advisors who have experience in the communications, media or technology industries. These advisors may
assist us in our search for and evaluation of our target business and other matters relating to our operations. Currently we have one member of the advisory board who does not owe us any fiduciary duties with respect to the execution of his duties.
Our current member of the advisory board is a stockholder of our company. No compensation of any kind, including finders and consulting fees, will be paid by us to any of our special advisors, or any of their affiliates, for services rendered
to us prior to or in connection with the consummation of our initial business combination. Our current advisor is as follows:
Thomas Baxter has served as a member of the advisory board since our inception. Mr. Baxter is a private investor. From October 2001 until January 2005, Mr. Baxter served as President of Time
Warner Cable, a division of Time Warner Inc. (NYSE: TWX). From 2000 to January 2001, Mr. Baxter was the President and Chief Executive of Audible, Inc. (NASDAQ: ADBL), an internet company focused on audio programming. From 1998 until 2000, Mr. Baxter
was an operating partner at Evercore Partners, an investment banking and private equity firm. From 1989 until 1998, Mr. Baxter was the President of Comcast Cable. Mr. Baxter is also a director of Dycom Industries Inc. (NYSE: DY), a provider of
specialty contracting services to the telecommunications industry.
Director Independence
Our board of directors has determined that Messrs. Brosh, Segev and Hirschhorn are independent directors as defined in Rule 10A-3 of the Securities Exchange Act of 1934, as amended,
and as defined by the rules of the American Stock Exchange.
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Board Committees
Our board of directors has formed an audit committee and a nominating and compensation committee. Each committee is currently comprised of three independent directors. During 2007, our board of
directors held three board meetings and three audit committee meetings. No meetings of the nominating and compensation committee were held in 2007, as no new candidates were sought in 2007 for election to our board of directors and as none of our
executive officers or directors received in 2007 any cash or other compensation for services rendered to us other than pursuant to our arrangement with Churchill Capital Partners LLC described herein. All directors attended all of the meetings of
the board and of the respective committees on which they served.
Audit Committee
Our audit committee currently consists of Messrs. Brosh, Segev (Chairman) and Hirschhorn. Prior to the appointment of Messrs. Segev and Hirschhorn on February 29, 2008, Ms. OConnell and
Mr. Gerhard Weisschädel were members of the audit committee. They resigned from the audit committee and from the board of directors on February 29, 2008.
The audit committee shall meet at such times and places as it determines. The audit committee reviews the professional services and independence of our independent registered public accounting
firm and our accounts, procedures and internal controls. The audit committee also selects the firm that will serve as our independent registered public accounting firm, reviews and approves the scope of the annual audit, reviews and evaluates with
the independent public accounting firm our annual audit and annual consolidated financial statements, reviews with management the status of internal accounting controls, evaluates problem areas having a potential financial impact on us that may be
brought to the committees attention by management, the independent registered public accounting firm or the board of directors and evaluates all of our public financial reporting documents. Our Audit Committee Charter may be found on our
website at http://www.churchillventures.com.
Financial Experts On Audit Committee
The audit committee is composed entirely of independent directors. Each of the members of the audit committee is financially literate as defined under the American Stock
Exchange listing standards. The American Stock Exchange listing standards define financially literate as being able to read and understand fundamental financial statements, including a companys balance sheet, income statement and
cash flow statement.
In addition, we must certify to the American Stock Exchange that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background that results in the individuals financial sophistication. The board of directors has determined that Messrs. Segev and Hirschhorn satisfy the
American Stock Exchanges definition of financial sophistication and also qualify as an audit committee financial expert, as defined under rules and regulations of the Securities and Exchange Commission.
Audit Committee Report
To the Board of Directors:
We have reviewed and discussed with management the Companys audited financial statements as of and for the year ended December 31, 2007.
We have discussed with the independent registered public accounting firm, Eisner LLP, the matters required to be discussed with us by the American Institute of Certified Public Accountants, the
Securities and Exchange Commission and the Public Company Accounting Oversight Board, including those required by the Statement on Auditing Standards No. 61.
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We have received and
reviewed the letter from Eisner LLP required by the Independence Standards Board,
and have discussed with Eisner LLP their independence, including the written
disclosures and letter required by Independence Standard No. 1 of the Independence
Standards Board as adopted in Rule 3600T of the Public Company Accounting Oversight
Board.
Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the audited consolidated financial statements referred to above be included in the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for filing with the Securities and Exchange Commission.
Audit Committee:
Yair Segev
Shraga Brosh
Mark Hirschhorn
Nominating And Compensation Committee
The nominating and compensation committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors and for recommending the compensation of our
executive officers and directors. The nominating and compensation committee currently consists of Messrs. Brosh, Segev (Chairman) and Hirschhorn, each of whom is an independent director under the American Stock Exchange listing standards. Messrs.
Segev and Hirschhorn joined us on February 29, 2008.
Although we have not to date developed formal processes by which stockholders may communicate directly to directors, we believe that the informal process, in which stockholder communications
that are received by the Company for the Boards attention, or summaries thereof, will be forwarded to the Board, has served the Boards and the stockholders needs. In view of Securities and Exchange Commissions disclosure
requirements relating to this issue, this committee may consider development of more specific procedures. Until any other procedures are developed and posted on our corporate website, any communications to the Board should be sent to it in care of
the Chief Executive Officer.
Code of Ethics
We have adopted a code of ethics applicable to our directors, officers and employees in accordance with applicable Federal securities laws. The Code of Ethics is on file with the Securities and
Exchange Commission and may be found on our website at http://www.churchillventures.com/.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Act of 1934, the Companys directors and executive officers, and any persons holding 10% or more of its common stock, are required to report
their beneficial ownership and any changes therein to the Commission and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based
on the Companys review of Forms 3, 4 and 5 filed by such persons, the Company believes that during the fiscal year ended December 31, 2007 all Section 16(a) filing requirements applicable to such persons were met in a timely manner.
Item 11.
Executive Compensation
Executive Officer and Director Compensation
None of our officers or directors has received any cash for services rendered to us to date. On February 29, 2008, Mr. Weisschädel transferred 15,000 shares of common stock back to the
Company in connection with his resignation from the board of directors, which the Company then issued to each of Messrs. Segev and Hirschhorn (7,500 shares each) in connection with their appointment to our board
of directors. These shares are subject to forfeiture if such individuals cease being a director or member of the advisory board prior to
such shares being registered for resale.
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Commencing on March 1, 2007, we agreed to pay to Churchill Capital Partners LLC, our principal stockholder, a monthly fee of $7,500 for general and administrative services including office
space, utilities and administrative support, until the earlier of (i) the completion of our initial business combination and (ii) our dissolution. We believe that based on
rents and fees for similar services in the New York, New York metropolitan area that the fee charged by Churchill Capital Partners LLC is at least as favorable as we could have obtained from an unaffiliated person. For the year ended December 31,
2007, we paid Churchill Capital Partners LLC a total of $75,000 pursuant to this arrangement.
Other than this $7,500 per-month fee, no compensation of any kind, including finders and consulting fees, will be paid to any members of our management team, nor any of their
respective affiliates, for services rendered prior to or in connection with a business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations to the extent such out-of-pocket expenses do not exceed the amount of available proceeds not held in the trust account and up to $1.35 million of interest
earned on the trust account, which has been released to us to cover a portion of our operating expenses, unless the business combination is consummated. After a business combination, members of our management team who remain with us may be paid
consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. It is unlikely the amount of
such compensation will be known at the time of a stockholder meeting held to consider a business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.
None of the individuals who were our directors or special advisors at the time of our initial public offering will be paid any compensation for services rendered prior to or in connection with
a business combination.
We have not adopted any equity plans.
Compensation Discussion and Analysis
We have not included a compensation discussion and analysis nor included a nominating and compensation committee report, as none of our officers or directors has received any cash or other
compensation for services rendered to us during the year ended December 31, 2007.
Compensation Committee Interlocks and Insider Participation
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During
2007:
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The Nominating and
Compensation Committee was comprised of Messrs. Brosh and Weisschädel;
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None of the members of the Nominating
and Compensation Committee was an officer (or former officer) or
employee
of the Company or any of its subsidiaries;
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None of the members of the Nominating
and Compensation Committee entered into (or agreed to enter into)
any
transaction or series of transactions with the Company or any of its
subsidiaries in which the amount
involved
exceeded $120,000;
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None of the Companys executive
officers served on the Nominating and Compensation Committee (or
another
board committee with similar functions) of any entity where one of that
entitys executive officers
served
on the Companys Compensation Committee;
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None of the Companys executive
officers was a director of another entity where one of that entitys
executive
officers served on the Nominating and Compensation Committee; and
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None of the Companys executive
officers served on the Nominating and Compensation Committee (or another board committee with similar functions) of another entity where one of that entitys executive officers served as a director on the Companys Board of Directors.
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