Thanks to Wes we have come to possess some sort of document explaining the management infrastructure of this company (eventhough it is 2 years old, but I suppose it is better than nothing)!
Here are the highlights of the management infrastructure and background:
1. Mr. Joseph C. Vigliarolo (Current CEO): Mr. Vigliarolo has been promoted to the CEO poisition sometime during the past 2 years from his position of CFO and President. In 1996 his annual compensation was at $120K, and had only 50,000 shares of Xecom.
Background:Mr. Vigliarolo, age 34, who joined the Company in February, 1996, was Vice-President and Chief Financial Officer of New Day Beverage, Inc. and was responsible for all financial and SEC reporting During his tenure at New Day Beverage, Inc., Mr. Vigliarolo designed, documented and implemented all financial accounting procedures, internal controls, cash management, inventory management and sales reporting systems. At Alliance Entertainment Corp. and its subsidiaries, Mr. Vigliarolo was in charge of the team that performed due diligence for potential acquisitions and to acquire assets of companies in liquidation. His responsibilities included analyzing business operations, as well as financial stability and feasibility. He was employed as a Manager at Ernst & Young as a CPA where his duties consisted of planning, supervising and administering full scale audit engagements for a diverse client base, including SEC, small business and start-up operations, wholesale, retail, manufacturing, non-profit organizations, colleges and universities and financial audits of governmental agencies. Mr. Vigliarolo holds a Bachelor of Science degree in accounting from Boston College and is a Certified Public Accountant
Observation/Issues/Suggestions: One can only hope that the annual compensation of Mr. Vigliarolo reamins to be at $120K since the company has had a very poor performance (at least for the share holders) since 1996. It would be also interesting to see if Mr. Vigliarolo has taken the great opportunity at hand and has purchased some XECM/ASTG shares at these prices if he truly believes in his own work and his management team!
2. Mr. DAL N. R. GRAUER, DIRECTOR: Mr. Gruaer acts as a Secretary and Director with an annual salary of less than or equal to that of the CEO, while holding 50,000 shares of Xecom/ASTG shares (at least in 1996).
Mr. Grauer was elected Secretary and Director of the Company in July 1995. A graduate of Amherst College, Mr. Grauer, age 50, was a business owner in Canada for many years. In the United States, he has been involved with the entertainment industry in talent management and independent production. Since 1991, he has also been a consultant to small business executives throughout the country. Currently, he is Corporate Manager for Ameri-Cana Capital Corporation in San Diego, California.
Observation/Issues/Suggestions: From his post here on SI, Mr. Gruaer appears to be an honest man with great dignity who sincerely tries to help. However his involvement with the entertainmnet industry since his move to the United States leaves one to wonder about his involvement with the SEE-BS network! It is also worth asking if Mr. Gruaer has had a chance to buy the shares of XECM/ASTG at these prices.
3. Clifford Casey: Mr. Casey also acts as a director. As of 1996 his annual compensation package should be equal or less than that of the CEO while holding 50,000 shares of XECM/ASTG.
Mr. Casey was elected a director of a company on March 29, 1995. Mr. Casey has been a member of the California Bar since 1978. His practice involves real estate matters, business litigation, and advising California corporations. He serves on private corporate boards and is active in his community. In addition to a law degree, Mr. Casey holds a Master of Arts degree in public administration from Central Michigan University.
Observation/Issues/Suggestions: Mr. Casey is a distinguished lawyer whose specialty appears to be in real estate matters. realizing that Mr. Casey lives in California one can only conclude that he could perhaps retire from the real estate boom in the state and therefore does not rely on his Airstar directorial position. Although this is just an assumption. One also wonders if Mr. Casey has had the great pleasure of taking the opportunity and load up on the shares of XECM/ASTG at these prices.
3. WILLIAM F. DAVIS, DIRECTOR: Mr. Davis holds (or at least held in 1996) 200,000 shares of XECM/ASTG (the largest share holder among the executive committee). His annual compensation is equal or less than that of the CEO.
Mr. Davis was elected a Director of the Company on October 23, 1995. Prior to joining SelecTel, Mr. Davis, age 64, was President of the Institutional Division of Value Added Communications, Inc. Prior to VACI, Mr. Davis was Senior Vice President, Telematic Products, Inc., where he was a founder of the company and directed all operations for the company, which developed and marketed a billing computer to the Bell Operating Companies. From 1955 through 1983, Mr. Davis held a variety of management positions with GTE, including Vice President/General Manager GTE Telenet Systems, where in a two year period, he increased annual sales from $45 million to $75 million. Mr. Davis was also Vice President/Corporate Planning for GTE, where he developed GTE's first integrated strategic planning system and the strategic plan for GTE's Telephone Operating Division. Mr. Davis holds a Bachelor of Science Degree from UCLA and an MBA from the University of Connecticut. He has lectured at Penn State University, University of Kansas, University of Connecticut's Graduate School, American Management Association in New York City; all on the subject of Strategic Planning.
Observation/Issues/Suggestions: From his very impressive background, Mr. Davis seems to be the only Airstar executive who has had first hand experience in the telecommunication industry. Certainly his purchase of the XECM/ASTG stock at these prices will be a vote of confidence to all share holders!
4. ALLAN W. KING, DIRECTOR: Mr. King holds (or at least held in 1996) 195,000 shares of XECM/ASTG and is the second largest share holder among all the excutives right after Mr. Davis. His annual compensation is also assumed to be equal or less than that of the CEO.
Mr. King was elected a Director of the Company in February 1996. Mr. King, age 43, has over twenty years of experience in the management, sales and administration of telecommunications businesses. Prior to founding Select Switch Systems, Inc. in 1988, Mr. King owned and operated U.S. Telecommunications of Houston, a marketing company specializing in the resale of long-distance telephone services from 1984 to 1987. From 1979 to 1984, Mr. King founded and served as President of King Communications, Inc., a firm that provided turn-key electronic security systems. Prior to entering the private sector, Mr. King was an Electronic Communications Specialist with the United States Air Force for four years. Mr. King holds a Bachelor of Business Administration from McNeese State University.
Observation/Issues/Suggestions: Mr. King also has a very impressive background. One also wonders if he has also been buying the shares of XECM/ASTG at these current prices!
It is worth mentioning that the Executive Committee is comprised of Mr. William Davis, Allan W. King and Mr. Joseph Vigliarolo. The Compensation Committee is also comprised of Mr. Joseph Vigliarolo, Mr. William Davis, and Mr. Allan King. The Audit Committee is comprised of Mr. Cliff Casey and Mr. Dal Grauer. It will certainly be of interest to find out the compensation figures of the Executive Committee in the current year and for the past 2 years.
Final Observation/Issues/Suggestions: What is Mr. Joseph Lanza's role in this infrastructure? And last and perhaps the most important question of all: How come Mr. Lanza is not mentioned anywhere in the document as a major share holder?!!!
This is again a blast from the past and one more attempt in getting some answers to the following question: (in case Mr. Lanza cares to respond):
Message 3345741
Regards,
Addi Jamshidi |
