Schwallie Joins DESC's Management Team as CEO
and Company Expects to Report Strong 4th Quarter Operating Results; Conference Call Today at 10:30AM
[Not sure why they didn't issue two releases, so I split them to make it easier to reference each event. See next post for the Q4 info.]
biz.yahoo.com
Company Expects to Report Strong 4th Quarter Operating Results; Conference Call Today at 10:30AM
WALLINGFORD, Conn., Jan. 17 /PRNewswire-FirstCall/ -- The Board of Directors of Distributed Energy Systems Corp. (Nasdaq: DESC - News) announced today it appointed Ambrose L. Schwallie as chief executive officer and a director of the company.
Mr. Schwallie comes to the company from Washington Group International (Nasdaq: WGII - News), an integrated engineering, construction, and management solutions company, where he served as president of its defense business unit. He is a 26-year veteran of Westinghouse Electric where he headed a business unit that was acquired by WGII in 1999.
Distributed Energy was created in late 2003 when Proton Energy Systems acquired Northern Power Systems. Both Proton and Northern Power are leading developers of advanced energy technologies and services to the new energy marketplace.
Walter W. "Chip" Schroeder, Distributed Energy's president, continues as its president and a member of the Board of Directors. He was a founder of Proton and has led the company since its inception in 1996.
"Ambrose Schwallie's skills and accomplishments are perfectly suited to moving Distributed Energy to the next level," said Mr. Schroeder. Dr. Robert W. Shaw, Jr., Distributed Energy's chairman, stated: "Under Chip Schroeder's direction, the company has emerged from early stage to commercial -- with substantially improved performance in 2005. We are enthusiastic that we have been able to attract Ambrose to work with Chip and lead our team, particularly with his record of rapid, substantial and profitable growth at the Washington Group business unit he has led during the past several years."
"I'm excited about joining this talented team for two reasons," stated Mr. Schwallie. "First, we can build on the product and services offerings the company is providing to customers today and developing for next generation needs. Second, I believe we can accelerate the company's growth and progress toward profitability. I also believe the company has the people, technology and business plan to create a leading market position." Mr. Schwallie has personally invested $500,000 in Distributed Energy common stock at the market price.
Mr. Schroeder added: "Speaking for all of us at Distributed Energy, we welcome Ambrose Schwallie to our team. We look forward to benefiting from the breadth and depth of his energy-industry-related experience and his enthusiastic commitment to Distributed Energy's dual objectives of growth with profitability in the new energy marketplace."
About Ambrose Schwallie
As president of Washington Group International's defense business unit, Mr. Schwallie directed operations that primarily serve the United States Departments of Defense and State. Prior to that, he was president of the Westinghouse Savannah River Company from 1991 to 1999, where he directed more than 10,000 employees engaged in three major missions at the Department of Energy's Savannah River Site in South Carolina. Mr. Schwallie has also served as an engineering manager at Westinghouse, working on advanced reactor design for defense and space, liquid metal reactors and alternate energy systems involving photovoltaics, fuel cells and magneto hydrodynamics. He holds bachelor of science and master of science degrees in mechanical engineering from Ohio State University.
Option and Stock Grants
In order to align the interests of Mr. Schwallie with those of DESC stockholders, his compensation package includes options to purchase up to 500,000 shares of DESC common stock and up to 428,280 restricted shares of DESC common stock, as described below. The options have an exercise price equal to the fair market value of DESC common stock on the date of grant and vest as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 25% of the original number of shares at the end of each successive year following the first anniversary of the grant date until the fourth anniversary of the grant date. In the event Mr. Schwallie's employment is terminated prior to the first anniversary of the grant date, he will nevertheless be entitled to exercise options to purchase the shares that vest on the first anniversary of the grant date. The Company also issued Mr. Schwallie 28,280 shares of common stock at a price of $.01 per share. These shares are fully vested but may not be transferred prior to January 16, 2007. In addition, the Company issued Mr. Schwallie 100,000 shares of restricted common stock at a price of $.01 per share. Such shares are subject to a re-acquisition right in favor of the Company during the first year after grant at a price of $.01 per share if Mr. Schwallie's employment ceases for any reason. The Company has also agreed to make the following issuances of common stock to Mr. Schwallie at a price of $.01 per share under the following conditions: 100,000 shares of common stock will be granted if the Company meets or exceeds the revenue, income and cash flow targets for 2006 approved by DESC's Board of Directors, 100,000 shares of common stock will be granted if the Company has, while Mr. Schwallie is serving as chief executive officer, achieved two consecutive quarters of positive operating cash flow prior to June 30, 2007 and 100,000 shares of common stock will be granted if the Company achieves, while Mr. Schwallie is serving as chief executive officer, four consecutive quarters of revenue totaling $100 million prior to June 30, 2008, with the gross margin on that revenue being at least 20%. These option and stock awards are being made as inducement grants pursuant to Section 4350(i)(1)(A)(iv) of the NASD Marketplace Rules. |
