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Pastimes : Raymond L. Dirks Internet Research Tribunal Thread -- Ignore unavailable to you. Want to Upgrade?

To: StockDung who wrote (275)	6/7/2003 5:59:57 PM
From: scion	Read Replies (1) \| Respond to of 544

Michael E. Recca 52 Chairman and Director HARVEY ELECTRONICS INC filed this DEF 14A on 05/23/2003. Information Regarding Officers and Directors The following table sets forth the names and ages of the Company's current and nominated directors and executive officers and the positions they hold with the Company: Name Age (1) Position ---- ------- -------- Michael E. Recca 52 Chairman and Director Franklin C. Karp 49 President and Director Joseph J. Calabrese 43 Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Director Jeffrey A. Wurst 54 Director Fredric J. Gruder 57 Director William F. Kenny, III 72 Director Nicholas A. Marshall 70 Director Michael A. Beck 44 Vice President of Operations Roland W. Hiemer 42 Merchandise Manager (1) As of April 30, 2003. Michael E. Recca became the Chairman of the Board of Directors of the Company in November 1996. Mr. Recca is also a member and the sole manager of Harvey Acquisition Company, LLC, which is a principal shareholder of the Company. Mr. Recca was an employee of Taglich Brothers, Inc., an NASD registered broker-dealer, through December 31, 1998. Beginning in January 2002 and continuing through April 2002, Mr. Recca was self-employed as a financial restructuring consultant, and in this capacity also associated with NorthStar Capital, LLC, a joint venture with Ruskin Moscou Faltischek, P.C., the Company's corporate counsel. Currently, Mr. Recca is a director of Sky Capital Holdings, LTD, and of several wholly owned subsidiaries of Sky Capital Holdings and the President of Sky Capital, LLC, a wholly owned subsidiary of Sky Capital Holdings, LTD and an NASD broker-dealer. Mr. Recca is also a director of Sky Venture Capital and Sky Capital Ventures, (companies affiliated with Sky Capital Holdings, LTD) and several of their wholly or partially owned subsidiaries 10kwizard.com

To: StockDung who wrote (275)	6/7/2003 6:09:29 PM
From: scion	Read Replies (1) \| Respond to of 544

DIRKS & COMPANY, INC. CHIPCARDS INC filed this SB-2/A on 05/15/2002. UNDERWRITER NUMBER OF UNITS ----------- --------------- The Thornwater Company, L.P................................. Dirks & Company, Inc........................................ Total................................................... 1,000,000 --------- No underwriting syndicate has been formed as yet. Thornwater and Dirks & Company, Inc. have agreed to co-underwrite the offering. Neither presently intends to engage in the electronic offer, sale or distribution of the shares. Nor do they presently intend to enter into an arrangement with a third party to host or access the preliminary prospectus on the Internet. In May 2001 we issued 240,000 options to Michael Recca and 120,000 options to each of Allen Yue, Eric Gravell, Paul Amadeo, Timothy Norman, Fillian Lei and Jose Flores. These options vest ratably over a period of three years. In May 2000 we also issued 90,000 options to Ziegler, Ziegler & Altman LLP, and an employee of such firm. Ziegler, Ziegler & Altman LLP is a law firm which we have retained and will continue to retain in connection with certain legal matters and which has given an opinion on the validity of the securities being offered. These options were fully vested upon issuance. All but 120,000 of the 1,050,000 options described above are exercisable at $5.00 per share and have a term of ten years. The remaining 120,000 options have a term of five years and are exercisable at a price equal to the Power of $8.80 or 110% of the initial public offering price. In December 2001, 240,000 options were canceled upon the termination of one of the Company's officers. Upon the closing of this offering, we also intend to issue 35,000 options to each director who is not an officer or employee of our company. We anticipate that these options will be fully-vested upon issuance and will be exercisable at the initial public offering price of the shares of common stock included in the units. 10kwizard.com

To: StockDung who wrote (275)	6/7/2003 6:19:36 PM
From: scion	Read Replies (3) \| Respond to of 544

On March 20, 2000, we entered into a three year Consulting Agreement with Ross Mandell. a principal stockholder of our company. That agreement was terminated in January 2002. Chipcards Inc · SB-2/A · On 5/15/2 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS On March 20, 2000, we entered into a three year Consulting Agreement with Ross Mandell. a principal stockholder of our company. That agreement was terminated in January 2002. See Nasdaq Listing Application and Approval. Mr. Mandell provided consulting and advisory services in connection with general management consulting and financial advisory consulting. His compensation included 3,000,000 shares of our common stock and a cash fee of $3,000 per month for a period of 15 months or until such time as we consummate a public offering or have raised at least $4,000,000 in net proceeds from a private offering of our common stock. At such time as we have raised at least $4,000,000 in net proceeds from a private or public offering, the cash fee was to be increased to $10,000 per month for a period of 24 months. Aggregate fees of $54,000 have been paid to Mr. Mandell through December 31, 2001. Mr. Mandell sub-contracted a portion of his consulting duties under this agreement to St. James Holdings LLC in April 2000, and transferred 500,000 of his shares of common stock to St. James Holdings LLC in payment for its services. The President and the Managing Member of St. James Holdings, LLC is President and Chief Executive Officer of The Thornwater Company, L.P., the co-underwriter for this offering. Mr. Mandell was formerly registered as a broker with the underwriter. St. James Holdings LLC secured services that were rendered in consideration for the services it provided from an individual based in Germany who has extensive personal experience in and knowledge of the smart card industry. For over one year prior to the execution of the consulting agreement, Mr. Mandell performed substantial services on behalf of the Company including numerous trips for meetings with our executive officers concerning business matters, trips to London and Paris, including attendance at a smart card show, and review of our business and industry. During this period, Mr. Mandell met with numerous customers and suppliers and rendered significant advice concerning our business and prospects, including diversification by marketing smart cards and seeking to do business in countries other than China. Mr. Mandell also was instrumental in restructuring and strengthening the present management team and devising sales strategy. After the execution of the consulting agreement, Mr. Mandell has continued to provide services including introductions to suppliers and analysis of potential acquisitions. We believe these services were obtained on terms no less favorable than could otherwise have been obtained from an unaffiliated third party. Mr. Mandell is the President and Chief Executive Officer of Sky Capital Ltd., a financial consulting and advisory company. He has been a stockbroker since 1984. Mr. Mandell was employed by a number of stock brokerage firms since that time, including E.F. Hutton and Oppenheimer & Co. In 1995, Mr. Mandell founded (with two other individuals) Roan Capital Partners, L.P., a New York-based broker-dealer and investment banking firm. Mr. Mandell sold his interests in Roan Capital in April 1997, and joined The Thornwater Company, L.P., another New York-based brokerage firm, where he served as Senior Vice President. Mr. Mandell resigned from Thornwater in January 2001, and until January 2002 served as a consultant to that firm. Mr. Mandell attained a Bachelor of Arts degree from the University of Maryland in 1978. In 1999, Mr. Mandell was named in an arbitration proceeding brought against Roan Capital. The claimants in that arbitration sought damages of $700,000 against Mr. Mandell based on allegations that certain transactions that were effected over a period of years in their securities brokerage accounts were unauthorized and were unsuitable investments for them. The claimants also asserted that Mr. Mandell was liable to them for an additional $350,000, which they invested in a limited partnership that owned and controlled Roan Capital. This arbitration was settled in November 1999. Pursuant to the written settlement agreement, all claims against Mr. Mandell were dismissed with prejudice, the claimants executed general releases in Mr. Mandell's favor, and they covenanted not to sue him with respect to any matter. Mr. Mandell paid the sum of $75,000 in consideration for that settlement. Mr. Mandell was the subject of a New York Stock Exchange Hearing Panel Decision dated January 17, 1995. The matters that were the subject of that decision all occurred during the period beginning in 1986 and ending in 1990. Pursuant to the decision, Mr. Mandell consented to findings that he effected certain transactions without customer knowledge or authorization and accepted orders for customers from a person other than the customer without written authorization. He was censured and served a six week suspension in accordance with the decision. secinfo.com