Pertaining to question #2 on the question and answer sheet.
The Directors of Enhanced Services Company
ITEM 9. DIRECTORS AND OFFICERS.
The directors, executive officers and key employees of the Company are as
follows:
NAME AGE POSITION
----------------------- --------- ---------------------------------------------
Kenneth M. Duckman 45 President, Chief Executive Officer and
director of the Company and Laptop
Solutions, Inc., and director of NB
Engineering, Inc.
Bertram Pariser, Ph.D. 57 Secretary and Director of the Company,
Laptop Solutions, Inc., and NB Engineering,
Inc. (1)(2)
John Meaney 48 Director of the Company and Laptop
Solutions, Inc.(1)(2)
Michael Bernard 45 Director of the Company and Laptop
Solutions, Inc.(1)(2)
Ralph LaBarge 42 President, NB Engineering, Inc. and director
of the Company and NB Engineering, Inc.
Bill S Murski 37 Director of the Company and Laptop
Solutions, Inc. (3)
Robert Smith 58 Chief Financial Officer and Treasurer of the
Company and Laptop Solutions, Inc.
(1) Member of the Compensation Committee.
(2) Member of the Stock Option Committee.
(3) Member of the Audit Committee
MR. KENNETH M. DUCKMAN has been President and Chief Executive Officer and
a director of the Company since September 1992. Mr. Duckman has been Chairman of
the Board, President and Chief Executive Officer of Laptop Solutions, Inc. since
its inception in February, 1991, and a director of NB Engineering since June
1995. Mr. Duckman was the founder of LTC Technologies, Inc., d/b/a Source One
Systems (field automation technology specialists) and served as its President
-16-
from December 1984 to February 1991. In February 1990, LTC was acquired by a
diversified technologies firm, and from February 1990 to January 1991 Mr.
Duckman served as a member of its Board of Directors and as vice-president of
Corporate Development.
DR. BERTRAM PARISER has been a director of the Company and Laptop
Solutions, Inc. since May 1993 and Secretary of the Company and LSI since
December 1993. In June 1995 he became a director and secretary of NB
Engineering, Inc. Since 1966, he has been the President of M.I.T.C.U.
Corporation, which provides consultation to investment banking firms and private
clients. Since 1991, Dr. Pariser has also been a member of the faculty at
Technical Career Institutes, in the department of electronic engineering
technology, lecturing in physics. Dr. Pariser earned a B.S. degree from M.I.T.
in 1961 and an M.S. and Ph.D. in electrical engineering from Columbia University
in 1963 and 1965, respectively. Dr. Pariser is a cousin of Mr. Duckman.
MR. JOHN MEANEY has been a director of the Company and LSI since December
1993. From 1972 to 1986, Mr. Meany served in a variety of sales and management
positions with IBM. From 1986-1988, he served as Director of Product Marketing
at NYNEX Business Centers in Atlanta, GA. As a Director of the Southern Region
for Toshiba from 1988 to 1992, Mr. Meaney had responsibility for building the
region to the leading producer for Toshiba. From 1992 to 1996, Mr. Meaney served
as Vice-President and General Manager for the Panasonic Personal Computer
Company. From 1996 to 1997,Mr. Meaney served as the Vice-President of Sales for
Olicom, Inc. and, since 1998, is currently Vice-President of Sales, Central
Region, of Tech Data Corporation. Mr. Meaney earned his BA in Economics from the
University of Notre Dame in 1968 and his MBA in Marketing and Finance from Long
Island University and Fairleigh Dickenson University in 1982.
MR. MICHAEL BERNARD has been a director of the Company and LSI since March
1993. Mr. Bernard is currently the President and CEO of a start-up software
company, MindMap Software Corporation. Prior to this, he was a consultant in the
field of international marketing and distribution for high technology
communications and computer products. From 1991 through 1992, Mr. Bernard was
Vice-President, International Sales and Marketing, for Portable Products at U.S.
Robotics, Inc. (computer modems). Prior to its acquisition by U.S. Robotics,
Inc., Mr. Bernard was the co-founder of Touchbase Systems, Inc. (modem and
communication products), serving as Director of International Sales and
Marketing from 1985.
MR. RALPH LABARGE has been a director of the Company since June 1995.
Since founding NB Engineering, Inc. in January 1985, Mr. LaBarge has served as
its President and Chief Technical Officer. Mr. LaBarge has a bachelor's degree
in Electrical Engineering from the University of Delaware, a master's degree in
Computer Science from Johns Hopkins University and a master's degree in
Electrical Engineering from Johns Hopkins University. Prior to his employment
with the Company, Mr. LaBarge served as a Principal Engineer for HRB-Singer,
Inc. A State College, PA based defense contractor.
BILL S. MURSKI, III, has been a director of the company since April 1997.
He has been Senior Vice President and Director of Investment Advisory Services
of FCA Corp. (financial advisory services) and Vice President of Nashville
Properties (real estate investment) since 1989. Prior thereto, he was a Senior
Associate with Kors, Malar & Associates (management advisory services). Mr.
Murski earned a B.B.A. in accounting from the University of Texas at Austin in
1983 and an M.B.A. in finance from the University of Houston in 1985.
MR. ROBERT SMITH has been Chief Financial Officer of Laptop Solutions,
Inc. since October 1993.
-17-
Prior to Laptop Solutions, Inc., Mr. Smith served as President of Horizon
Computer Resources, Inc., a full service consulting and automation advisory
firm, since 1986. Prior to founding Horizon, Mr. Smith served as Chief Financial
Officer of Lynn Elliott Company (1980-1986), a diversified holding company with
19 subsidiaries in the petrochemical industry. From 1960 to 1980, Mr. Smith was
a certified public accountant in public accounting practice. Mr. Smith received
his BS in Accounting from Mississippi State University in 1961 and his CPA
license in 1970.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held four formal meetings during the
fiscal year ended November 30, 1997. Each Director other than attended in person
(or participated by telephone) in more than 75% of the total number of Board of
Directors' meetings held during the last fiscal year. The Board of Directors has
no standing nominating committee. The Board has a Compensation Committee to
assist it in reviewing the compensation levels of officers and directors of the
Company, including all stock option grants made under the Company's Incentive
Stock Option Plan. Its members are Michael Bernard, John Meaney and Bertram
Pariser.
COMPENSATION OF DIRECTORS
Directors do not receive a salary for their services as directors, although
they are reimbursed for expenses incurred in attending Board meetings. The
Company has granted its directors non-qualified stock options in consideration
of their services to the Company. In the last fiscal year the Company granted
options for a total of 8,000 shares of its Common Stock to four directors.ITEM 9. DIRECTORS AND OFFICERS.
The directors, executive officers and key employees of the Company are as
follows:
NAME AGE POSITION
----------------------- --------- ---------------------------------------------
Kenneth M. Duckman 45 President, Chief Executive Officer and
director of the Company and Laptop
Solutions, Inc., and director of NB
Engineering, Inc.
Bertram Pariser, Ph.D. 57 Secretary and Director of the Company,
Laptop Solutions, Inc., and NB Engineering,
Inc. (1)(2)
John Meaney 48 Director of the Company and Laptop
Solutions, Inc.(1)(2)
Michael Bernard 45 Director of the Company and Laptop
Solutions, Inc.(1)(2)
Ralph LaBarge 42 President, NB Engineering, Inc. and director
of the Company and NB Engineering, Inc.
Bill S Murski 37 Director of the Company and Laptop
Solutions, Inc. (3)
Robert Smith 58 Chief Financial Officer and Treasurer of the
Company and Laptop Solutions, Inc.
(1) Member of the Compensation Committee.
(2) Member of the Stock Option Committee.
(3) Member of the Audit Committee
MR. KENNETH M. DUCKMAN has been President and Chief Executive Officer and
a director of the Company since September 1992. Mr. Duckman has been Chairman of
the Board, President and Chief Executive Officer of Laptop Solutions, Inc. since
its inception in February, 1991, and a director of NB Engineering since June
1995. Mr. Duckman was the founder of LTC Technologies, Inc., d/b/a Source One
Systems (field automation technology specialists) and served as its President
-16-
from December 1984 to February 1991. In February 1990, LTC was acquired by a
diversified technologies firm, and from February 1990 to January 1991 Mr.
Duckman served as a member of its Board of Directors and as vice-president of
Corporate Development.
DR. BERTRAM PARISER has been a director of the Company and Laptop
Solutions, Inc. since May 1993 and Secretary of the Company and LSI since
December 1993. In June 1995 he became a director and secretary of NB
Engineering, Inc. Since 1966, he has been the President of M.I.T.C.U.
Corporation, which provides consultation to investment banking firms and private
clients. Since 1991, Dr. Pariser has also been a member of the faculty at
Technical Career Institutes, in the department of electronic engineering
technology, lecturing in physics. Dr. Pariser earned a B.S. degree from M.I.T.
in 1961 and an M.S. and Ph.D. in electrical engineering from Columbia University
in 1963 and 1965, respectively. Dr. Pariser is a cousin of Mr. Duckman.
MR. JOHN MEANEY has been a director of the Company and LSI since December
1993. From 1972 to 1986, Mr. Meany served in a variety of sales and management
positions with IBM. From 1986-1988, he served as Director of Product Marketing
at NYNEX Business Centers in Atlanta, GA. As a Director of the Southern Region
for Toshiba from 1988 to 1992, Mr. Meaney had responsibility for building the
region to the leading producer for Toshiba. From 1992 to 1996, Mr. Meaney served
as Vice-President and General Manager for the Panasonic Personal Computer
Company. From 1996 to 1997,Mr. Meaney served as the Vice-President of Sales for
Olicom, Inc. and, since 1998, is currently Vice-President of Sales, Central
Region, of Tech Data Corporation. Mr. Meaney earned his BA in Economics from the
University of Notre Dame in 1968 and his MBA in Marketing and Finance from Long
Island University and Fairleigh Dickenson University in 1982.
MR. MICHAEL BERNARD has been a director of the Company and LSI since March
1993. Mr. Bernard is currently the President and CEO of a start-up software
company, MindMap Software Corporation. Prior to this, he was a consultant in the
field of international marketing and distribution for high technology
communications and computer products. From 1991 through 1992, Mr. Bernard was
Vice-President, International Sales and Marketing, for Portable Products at U.S.
Robotics, Inc. (computer modems). Prior to its acquisition by U.S. Robotics,
Inc., Mr. Bernard was the co-founder of Touchbase Systems, Inc. (modem and
communication products), serving as Director of International Sales and
Marketing from 1985.
MR. RALPH LABARGE has been a director of the Company since June 1995.
Since founding NB Engineering, Inc. in January 1985, Mr. LaBarge has served as
its President and Chief Technical Officer. Mr. LaBarge has a bachelor's degree
in Electrical Engineering from the University of Delaware, a master's degree in
Computer Science from Johns Hopkins University and a master's degree in
Electrical Engineering from Johns Hopkins University. Prior to his employment
with the Company, Mr. LaBarge served as a Principal Engineer for HRB-Singer,
Inc. A State College, PA based defense contractor.
BILL S. MURSKI, III, has been a director of the company since April 1997.
He has been Senior Vice President and Director of Investment Advisory Services
of FCA Corp. (financial advisory services) and Vice President of Nashville
Properties (real estate investment) since 1989. Prior thereto, he was a Senior
Associate with Kors, Malar & Associates (management advisory services). Mr.
Murski earned a B.B.A. in accounting from the University of Texas at Austin in
1983 and an M.B.A. in finance from the University of Houston in 1985.
MR. ROBERT SMITH has been Chief Financial Officer of Laptop Solutions,
Inc. since October 1993.
-17-
Prior to Laptop Solutions, Inc., Mr. Smith served as President of Horizon
Computer Resources, Inc., a full service consulting and automation advisory
firm, since 1986. Prior to founding Horizon, Mr. Smith served as Chief Financial
Officer of Lynn Elliott Company (1980-1986), a diversified holding company with
19 subsidiaries in the petrochemical industry. From 1960 to 1980, Mr. Smith was
a certified public accountant in public accounting practice. Mr. Smith received
his BS in Accounting from Mississippi State University in 1961 and his CPA
license in 1970.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held four formal meetings during the
fiscal year ended November 30, 1997. Each Director other than attended in person
(or participated by telephone) in more than 75% of the total number of Board of
Directors' meetings held during the last fiscal year. The Board of Directors has
no standing nominating committee. The Board has a Compensation Committee to
assist it in reviewing the compensation levels of officers and directors of the
Company, including all stock option grants made under the Company's Incentive
Stock Option Plan. Its members are Michael Bernard, John Meaney and Bertram
Pariser.
COMPENSATION OF DIRECTORS
Directors do not receive a salary for their services as directors, although
they are reimbursed for expenses incurred in attending Board meetings. The
Company has granted its directors non-qualified stock options in consideration
of their services to the Company. In the last fiscal year the Company granted
options for a total of 8,000 shares of its Common Stock to four directors.
Taken from 10KSB filed 3/9/98Taken from 10KSB filed 3/9/98 |
