Form 10-K - Securities And Exchange Commission Page 8
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46Ford Technologies, Inc.
(5)
Dr. Stephens has been a physician engaged in the private practice of
medicine for 30 years.
(6)
Mr. Macnab has served as Director of the Company since June 1997. Since
January 1997, Mr. Macnab had been the President of Tandem Capital, Inc.
which makes investments in micro-cap public companies. On February 24,
1999, Mr. Macnab tendered his resignation from the Board of Directors as a
designee of Sirrom Capital Corporation, following which he then accepted
the Board's invitation to serve as an independent member of the Board.
Subsequent to fiscal year end Mr. Macnab terminated his position with
Tandem Capital Corporation. From 1993 to 1996, Mr. Macnab served as the
general partner of MacNiel Advisors, Inc., the general partner of three
private funds that invested in the publicly traded securities of small
public companies. From 1987 to 1993, Mr. Macnab was a partner of J.C.
Bradford & Co., a regional brokerage firm, jointly responsible for the
merger and acquisition department and a private mezzanine capital fund.
From 1981 to 1987, Mr. Macnab was employed by Lazard Freres & Co. Mr.
Macnab is also a director of JDN Realty, Smart Choice Automotive Group and
Teltronics, Inc.
(7)
Mr. Deaner has served as Chief Financial Officer of the Company since
January 1996. Mr. Deaner served as Vice President of Finance for Pennfield
Precision Incorporated from September 1988 to December 1995.
10
Committees of the Board of Directors
During the year ended February 25, 2000, the Company had an Audit
Committee consisting of the following directors: Messrs. Mitchell, Philip L.
Wagner and Dr. Pete L. Stephens. The independent outside directors also served
on the Company's Compensation Committee during the year ended February 25, 2000.
The Audit Committee is charged with reviewing and overseeing the Company's
financial systems and internal control procedures and conferring with the
Company's independent accountants with respect thereto. The Compensation
Committee is charged with reviewing the compensation and incentive plans of
officers and key personnel.
During the year ended February 25, 2000, the Board of Directors held 3
meetings and the Audit Committee and Compensation Committee each held 1 meeting.
All members of the Board attended all of the meetings of the Board held while
they were members of the Board. All members of the Audit Committee and
Compensation Committee attended all meetings of the Committee held while they
were members thereof.
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC") and
the American Stock Exchange. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) Forms they file. The rules of the SEC regarding the filing
of such statement require that "late filings" of such statements be disclosed in
the Company's proxy statement.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the fiscal year
ended February 25, 2000, its officers, directors and greater than ten percent
beneficial owners complied with all applicable filing requirements except for
Mr. Mitchell who had 1 late filing of Form 4 and Mr. McAdams who had 3 late
filings of Form 4.
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