Armor Designs, Inc. Board and Management Changes (0597A)

TIDMADID TIDMTTM

RNS Number : 0597A

Armor Designs, Inc.

17 December 2014

 
   17 December 2014 
 

Armor Designs Inc.

("Armor Designs" or "the Company")

Board & Management Changes

Armor Designs Inc., (AIM: ADID, and the "Company"), the knowledge-based designer and manufacturer of composite protective products, is pleased to announce the following Board and Management changes. These changes were made, on 23 September 2014 and were confirmed by the Court of Chancery of the State of Delaware (the "Court") on 15 December 2014.

MANAGEMENT CHANGE

Pursuant to Section 228 of the Delaware General Corporation Law and the Bylaws of Armor Designs, Inc., a Delaware corporation, through an action by Written Consent of the Stockholders, the stockholders of the Company adopted the following resolutions by written consent:

RESOLVED, that, pursuant to Section 3.4 of the Company Bylaws, the following persons are removed as Directors and members of the Board of Directors; David Oliveira, Robert Elizondo, Edward F. McHale, and Alfred Valenzuela.

RESOLVED FURTHER, that, pursuant to Sections 2.1 and 2.10 of the Company Bylaws, the following persons are appointed as Directors and members of the Board of Directors ("Board"), to hold such office until his successor shall have been duly elected and qualified or until the earlier of his resignation or removal from office:

                   Robert J. Watkins                Director and member of the Board of Directors 
                   John C. Stiska                       Director and memberof the Board of Directors 
   Jim Afinowich                       Director and member of the Board of Directors 
   Rick Sander                           Director and member of the Board of Directors 
   Tony Celeste                        Director and member of the Board of Directors 
   Roger Derse                          Director and member of the Board of Directors 
   Michael G. Smith                  Director and member of the Board of Directors 

The Board in its capacity to do so has voted to remove David Oliveira, with immediate effect, as the Chief Executive Officer at Armor Designs, Inc. and appoint Roger Derse as the replacement Interim Chief Executive Officer, Michael G. Smith as the Interim Chief Financial Officer, and John Stiska as the Chairman of the Board of Directors.

DIRECTOR BIOGRAPHIES

John C. Stiska, Principal, at Regent Partners, has over thirty years of experience in corporate law, securities law, mergers and acquisitions, and senior management of both publicly and privately held companies. Recently he served as CEO of PepperBall Technologies, Inc. (OTCBB:PBal), and prior to that was the interim CEO of JNI Corp. (NASDAQ:JNIC) and then Chairman until it was merged into Applied Micro Circuits Corp. (NASDAQ:AMCC). From 2000 to 2009, John was an active partner in Commercial Bridge Capital, LLC, a venture lending fund based in San Diego. From February 1996 to February 1998, he served as Corporate Senior Vice President and General Manager of the Technology Applications Division of Qualcomm Incorporated (NASDAQ: QCOM), a leading developer and manufacturer of telecommunications technology. Prior to Qualcomm, John was CEO of Triton Group, Ltd (ASE:TGL) a public holding company which he took through a successful Chapter 11 reorganization of the former Intermark, Inc. (ASE:IMI). Companies owned or controlled by IMI and TGL included Pier 1 Imports, Simplicity Pattern Co., Continental Graphics, National Arimotive Corp, Western Sizzlin, Liquor Barn, Sunbelt Nursery Group and a number of other companies. He received his BBA in Accounting from the University of Wisconsin, and after serving as an officer in the Army returned to get his JD from the University of Wisconsin Law School. He is licensed to practice law in California.

Mr. Stiska is 72 years old. Other than mentioned above, Mr. Stiska's directorships (current and within the previous 5 years) are as follows:

Current: None

Past:PepperBall Technology, Inc., Regent PartnersLLC, Cobalt Medical, Inc., HS Defense,

There is no further information to disclose for Mr. Stiska under schedule 2(g) of the AIM Rules.

Robert Watkins, established R.J. Watkins & Company, Ltd. in 1980 with offices in San Diego, San Francisco, London, and until recently, Hong Kong. His experience includes President & CEO of a $200 million entertainment company and Managing Director for the San Diego office of the international consulting firm of Russell Reynolds Associates. He has held executive positions with American Hospital Supply Corporation, serving on the corporation's acquisition and divestiture team. He also served as Management Consultant for the national accounting firm Deloitte & Touche. Bob is a graduate of San Diego State University.

Mr. Watkins is 71 years old. Other than mentioned above, Mr. Watkin's directorships (current and within the previous 5 years) are as follows:

Current: None

Past: None

There is no further information to disclose for Mr. Watkins under schedule 2(g) of the AIM Rules.

JamesAfinowich, Founding Principal, Designated Broker at Fox & Fin Financial Group which is a financial advisory company, in Scottsdale AZ, that facilitates the mergers and acquisitions of privately held, middle-market companies, with a sharp focus on businesses in the western U.S. that have annual sales between $2 million and $75 million. Jim has 25 years of experience in the M&A industry. Also, he has provided expert-witness service in a variety of court cases relating to business transfers. He is a Certified Business Intermediary (CBI) and Merger & Acquisition Master Intermediary (M&AMI), the highest levels of accreditation in the industry.

Mr. Afinowich is63 years old. Other than mentioned above, Mr. Afinowich's directorships (current and within the previous 5 years) are as follows:

Current: JBW Management, Inc.

Past: International Business Brokers Association, Business Intermediary Education Foundation

There is no further information to disclose for Mr. Afinowich under schedule 2(g) of the AIM Rules.

Roger A. Derse, is a consultant for the Sierra Group and has extensive financial, operational and systems experience delivered to public and private companies. His roles vary from consultant to full time employee supporting a consistent theme; need for change. Projects in recent years consist of roles as transition COO/CFO addressing restructures, acquisitions, dispositions, re-launching and core accounting and systems assistance primarily in the high tech sectors of business. As an executive he hasmanaged operations in concert with the strategic objectives that may be identified by board and ownership personnel. Strategic directions have included turnaround, growth/expansion, and disposition. Integral player to ensure a robust governance and regulatory compliance environment. Manage with a clear understanding that an internal control environment must be established with appropriate levels of accountability in order to promote a culture of "integrity-driven performance".Roger has a BS degree from University of Michigan in Industrial Engineering and a MS degree fro University of Arizona in Accounting. The companies that he has provided C-level management include; CEA Global Education, White Electronic Designs (NASDAQ:WEDC), Vitron Manufacturing, Nanonics Corporation, and White MicroElectronics. He has also provided Manager and Audit Supervisory services for Coopers and Lybrand.

Mr. Derse is 64 years old. Other than mentioned above, Mr. Derse's directorships (current and within the previous 5 years) are as follows:

Current: None

Past: None

There is no further information to disclose for Mr. Derse under schedule 2(g) of the AIM Rules.

Michael G. Smith, is a Consultant for Sierra Group and has 25 years of business consulting including Public Accounting working with Fortune 150 companies. Mike has a Bachelor's Degree from Loyola University, Chicago with a Major in Public Accounting. Mike also attended the Lake Forest Graduate School of Management. He has assisted businesses in retail, distribution, dairy, healthcare, property management, manufacturing, wholesale, lumber, plastics, steel, transportation, automotive dealerships, boat dealerships, gas & oil services, general property development services and food service sectors. More recently Mike has assisted businesses in aggregate mining, cement, trucking and building supply manufacturing. Mike's assistance has included his services for operational restructuring, debt restructuring, capital funding, business sale, business liquidation, business contraction or business expansion. He has served in the capacity of Chief Financial Officer, Controller, Financial Advisor and President. He has also served as Court Appointed Chief Restructuring Officer, Court Appointed Financial Advisor, Court Appointed Examiner and Court Appointed Receiver in some of these engagements. Mike has also been appointed Receiver for occupied and unoccupied commercial retail, commercial office and residential properties.

Mr. Smith is 55 years old. Other than mentioned above, Mr. Smith's directorships (current and within the previous 5 years) are as follows:

Current: None

Past: None

There is no further information to disclose for Mr. Smith under schedule 2(g) of the AIM Rules.

Rick Sander, founder and CEO of Rhombus Energy Solutions, Inc. Rick brings a wealth of executive management and operational experience to an organization. His diversified leadership experience across all facets of operations, business development, supply chain management, program management, design engineering, quality, marketing and general management in several diverse industries, and at different growth stages gives him unique value. Significant experience in company turnarounds, and change management through transitional periods of significant growth, start-ups, downsizing, M&A, and corporate restructuring. Experienced at optimizing processes for high volume, high mix, and customized systems required for market demands of low cost and high quality. Black Belt in Six-Sigma and champion of business excellence methodologies. Proven abilities in financial management, P/L, budgeting, benchmarking, SOX compliance processes and board fiduciary responsibilities of both private and public companies. Successful experiences at organizing/leading IPO's and private VC funding rounds. Over $100M raised. Rick's formal education includes an MBA from San Diego State University and BSME degree from Oregon State University. He has also attended Pacific Lutheran University and Santa Clara University. He was awarded the Distinguished Engineer by OSU in 2010.

Mr. Sander is 56 years old. Other than mentioned above, Mr. Sander's directorships (current and within the previous 5 years) are as follows:

Current: Carttronics, LLC, Rhombus Energy Solutions, Inc.

Past: None

There is no further information to disclose for Mr. Sander under schedule 2(g) of the AIM Rules.

Tony Celeste, is Director of Federal Sales at Brocade Inc. Tony has a long corporate history in building Sales, Marketing and Business Development teams, establishing go to market plans, identifying potential new markets, establishing Business and Contract pipeline development, and obtaining Federal Contracts. He has succeeded in Director and Management roles at some of the most famous US companies in history; Digital Equipment Company (National Accounts Manager), Silicon Graphics Inc. (National Director), Xiotech Corporation (VP & General Manager), and Iron Bow Technologies, LLC (General Manager & Senior Director). Tony graduated from University of Maryland at College Park.

Mr. Celeste is52 years old. Other than mentioned above, Mr. Celeste's directorships (current and within the previous 5 years) are as follows:

Current: None

Past: None

There is no further information to disclose for Mr. Celeste under schedule 2(g) of the AIM Rules.

CLOSING REMARKS

Interim CEO Roger Derse commented: "We are excited to move forward with an exceptionally qualified and well connected new Board. Our new management team will maintain the original business focus of the Company with an emphasis on establishing a strong platform for future growth. The new management team expects a smooth and orderly transition."

For further information please contact:

Dennard Lascar Associates LLC., Tel: [phone]

M. Carol Coale

[e-mail]

Ken Dennard

[e-mail]

Armor Designs, Inc.

Roger Derse, Interim CEO [phone]

About Armor Designs, Inc.

Armor Designs, Inc. (ADI) is a knowledge-based, technology-innovation company that develops and manufactures the highest quality, lightest and most cost-effective armor solutions to serve the military, government and commercial sectors on a global basis. We are an international company headquartered in Phoenix, Arizona, and our commitment to state-of-the-art innovation is driven through the application of Finite Elemental Analysis. This methodology eliminates the trial-and-error approach and instead provides a robust platform for a rapid development of armor solutions that can be tailored for any application.

For more information, please visit the Armor Designs web site at www.armordesigns.com.

Safe Harbor Statement and Disclaimer

This news release includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward looking words including "may," "expects," "projects," "anticipates," "plans," "believes," "estimate," "should," and certain of the other foregoing statements may be deemed forward-looking statements. Although Armor Designs believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company.

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Non-U.S. persons

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