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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Accelrys, Inc. (MM) | NASDAQ:ACCL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.51 | 0 | 01:00:00 |
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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33-0557266
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(State or other jurisdiction of
incorporation or organization)
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|
(I.R.S. Employer
Identification No.)
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5005 Wateridge Vista Drive, San Diego, California
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|
92121
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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|
NASDAQ Global Select Market
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
|
o
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Smaller reporting company
|
o
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(Do not check if smaller reporting company)
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PART III
|
|
|
Item 10
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11
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Executive Compensation
|
|
Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
|
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Item 14
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Principal Accountant Fees and Services
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PART IV
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|
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Item 15
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Exhibits, Financial Statement Schedules
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|
Signatures
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Item 10.
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Directors, Executive Officers and Corporate Governance
|
Name
|
Age
|
Position
|
Chris van Ingen
|
67
|
Director
|
Max Carnecchia
|
51
|
Director and President and Chief Executive Officer
|
Larry Ferguson
|
64
|
Director
|
Timothy Harkness
|
47
|
Director
|
Heidi Melin
|
48
|
Director
|
Jeffrey Rodek
|
60
|
Director
|
Michael A. Piraino
|
60
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Executive Vice President and Chief Financial Officer
|
Jason Gray
|
43
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Senior Vice President, General Counsel and Corporate Secretary
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Matthew Hahn, Ph.D.
|
53
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Senior Vice President and Chief Technology Officer
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Judith Ohrn Hicks
|
50
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Senior Vice President, Human Resources
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Scott Hiraoka
|
57
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Senior Vice President, Software Development
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Mollie Hunter
|
55
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Senior Vice President, Global Sales & Services
|
Leif Pedersen
|
50
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Senior Vice President of Marketing, Product Management and Corporate Development
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Item 11.
|
Executive Compensation
|
•
|
maintained an annual cash‑based incentive plan designed to provide incentives relating to the achievement of key corporate performance targets, such as order intake and non‑GAAP operating income, as well as specific individual performance targets; and
|
•
|
issued awards pursuant to our long‑term equity incentive program in the form of stock options and restricted stock units (“
RSUs
”, each of which was weighted approximately 50% in the total long‑term grant value mix. Stock options have a ten‑year term and vest 25% after one year and thereafter in equal monthly installments over three years. RSUs vest in equal annual installments over three years. These awards were consistent with the award practices of our Compensation Peer Group (as defined below) for similar roles and responsibilities, while taking into account individual contributions and current equity holdings of our executives.
|
•
|
attract, motivate and retain outstanding employees, including the Named Executive Officers;
|
•
|
align the financial interests of our employees, including the Named Executive Officers, with the interests of our stockholders;
|
•
|
provide incentives for superior corporate and individual Named Executive Officer performance; and
|
•
|
encourage each Named Executive Officer to have a stake in our long‑term performance and success.
|
•
|
base salaries set at levels designed to attract and retain qualified executives based on their levels of experience relevant to our business;
|
•
|
performance‑based cash bonuses meant to reward achievement of certain key financial and operational goals;
|
•
|
long‑term equity incentive awards, which vest over time, intended to encourage sustained loyalty and performance and to foster in each executive a sense of ownership and shared purpose; and
|
•
|
specific additional benefit programs that the Human Resources Committee has determined to be widely offered within the Compensation Peer Group.
|
Latest Available Four Quarters ($ Millions)
|
|
|
|
|
Annualized Stockholder Return as of 5/31/13
|
||||||
Revenues
|
GAAP Net Income
|
Employees
|
Market Capitalization
as of 5/31/13
($ Millions)
|
1‑Year
|
3‑Year
|
||||||
Epiq Systems
|
$408
|
Ebix
|
$72
|
Ebix
|
1,903
|
Medidata Solutions
|
$1,835
|
Medidata Solutions
|
144%
|
Medidata Solutions
|
70%
|
Websense
|
$359
|
Netscout Systems
|
$41
|
Websense
|
1,609
|
Synchronoss Tech
|
$1,242
|
Interactive Intelligence
|
94%
|
PROS Holdings
|
64%
|
Netscout Systems
|
$351
|
Monotype Imaging
|
$32
|
Interactive Intelligence
|
1,437
|
Bottomline Tech
|
$1,045
|
Envestnet
|
94%
|
Interactive Intelligence
|
41%
|
Synchronoss Tech
|
$287
|
Epiq Systems
|
$24
|
Tangoe
|
1,383
|
Netscout Systems
|
$1,010
|
PROS Holdings
|
92%
|
Monotype Imaging
|
32%
|
Interactive Intelligence
|
$258
|
Websense
|
$23
|
Synchronoss Tech
|
1,340
|
Interactive Intelligence
|
$997
|
Synchronoss Tech
|
75%
|
Netscout Systems
|
22%
|
Bottomline Tech
|
$251
|
Synchronoss Tech
|
$22
|
Bottomline Tech
|
1,000
|
Websense
|
$911
|
Monotype Imaging
|
67%
|
American Software
|
20%
|
Medidata Solutions
|
$231
|
Medidata Solutions
|
$20
|
Epiq Systems
|
1,000
|
Monotype Imaging
|
$870
|
Bottomline Tech
|
55%
|
Bottomline Tech
|
19%
|
Ebix
|
$208
|
VASCO Data Sec Intl
|
$16
|
Netscout Systems
|
983
|
PROS Holdings
|
$808
|
Websense
|
34%
|
Guidance Software
|
16%
|
Responsys
|
$173
|
American Software
|
$11
|
Responsys
|
866
|
Envestnet
|
$743
|
SeaChange Intl
|
33%
|
Synchronoss Tech
|
15%
|
Envestnet
|
$171
|
Actuate
|
$9
|
Medidata Solutions
|
796
|
Ebix
|
$737
|
Netscout Systems
|
21%
|
Actuate
|
15%
|
Tangoe
|
$165
|
Responsys
|
$7
|
SeaChange Intl
|
722
|
Tangoe
|
$559
|
VASCO Data Sec Intl
|
20%
|
Keynote Systems
|
10%
|
Accelrys
|
$165
|
PROS Holdings
|
$6
|
PROS Holdings
|
709
|
Responsys
|
$483
|
Ebix
|
15%
|
Ebix
|
10%
|
Monotype Imaging
|
$158
|
Tangoe
|
$4
|
TechTarget
|
661
|
Accelrys
|
$466
|
Epiq Systems
|
14%
|
VASCO Data Sec Intl
|
10%
|
SeaChange Intl
|
$157
|
Keynote Systems
|
$3
|
Accelrys
|
647
|
Epiq Systems
|
$440
|
American Software
|
13%
|
SeaChange Intl
|
9%
|
VASCO Data Sec Intl
|
$157
|
Interactive Intelligence
|
$2
|
Actuate
|
622
|
SeaChange Intl
|
$352
|
Guidance Software
|
12%
|
Accelrys
|
7%
|
Actuate
|
$139
|
TechTarget
|
$2
|
Envestnet
|
524
|
VASCO Data Sec Intl
|
$331
|
Accelrys
|
7%
|
Websense
|
6%
|
Guidance Software
|
$132
|
Envestnet
|
$1
|
Keynote Systems
|
495
|
Actuate
|
$319
|
Actuate
|
1%
|
Epiq Systems
|
4%
|
PROS Holdings
|
$124
|
Guidance Software
|
$(5)
|
Guidance Software
|
475
|
Guidance Software
|
$260
|
Responsys
|
−5%
|
TechTarget
|
−10%
|
Keynote Systems
|
$124
|
Bottomline Tech
|
$(12)
|
VASCO Data Sec Intl
|
374
|
Keynote Systems
|
$232
|
Keynote Systems
|
−11%
|
Envestnet
|
n/a
|
American Software
|
$103
|
Accelrys
|
$(14)
|
Monotype Imaging
|
335
|
American Software
|
$231
|
TechTarget
|
−15%
|
Responsys
|
n/a
|
TechTarget
|
$96
|
SeaChange Intl
|
$(17)
|
American Software
|
332
|
TechTarget
|
$171
|
Tangoe
|
−23%
|
Tangoe
|
n/a
|
75th Percentile
|
$253
|
|
$22
|
|
1,085
|
|
$932
|
|
69%
|
|
22%
|
Median
|
$168
|
|
$8
|
|
759
|
|
$648
|
|
21%
|
|
15%
|
25th Percentile
|
$137
|
|
$2
|
|
517
|
|
$328
|
|
10%
|
|
10%
|
Accelrys Rank
|
11 of 21
|
|
20 of 21
|
|
14 of 21
|
|
13 of 21
|
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16 of 21
|
|
15 of 18
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
base salary;
|
•
|
performance‑based cash bonuses;
|
•
|
long‑term equity incentive awards; and
|
•
|
certain other benefits.
|
•
|
Compensation Peer Group market data provided by our Compensation Consultant, along with data published by independent third‑party sources;
|
•
|
the results of its own internal review and appraisal of the executive’s compensation, both individually and relative to our other executive officers; and
|
•
|
the individual performance and scope of responsibility of the executive.
|
|
Submitted by the Human Resources Committee:
|
|
Larry Ferguson, Chairman
Timothy Harkness
Heidi Melin
|
Name and
Principal Position
|
Year Ended
|
Salary
|
Bonus
|
Stock
Awards (1)
|
Option
Awards (1)
|
Non-Equity
Incentive
Compensation (2)
|
All Other
Compensation
|
|
Total
|
|||||||||||||||
Max Carnecchia
|
December 31, 2013
|
$
|
432,600
|
|
$
|
—
|
|
$
|
552,000
|
|
$
|
585,960
|
|
$
|
245,509
|
|
$
|
16,219
|
|
(3
|
)
|
$
|
1,832,288
|
|
President and Chief Executive Officer
|
December 31, 2012
|
429,450
|
|
—
|
|
482,400
|
|
525,840
|
|
433,465
|
|
10,673
|
|
(4
|
)
|
1,881,828
|
|
|||||||
December 31, 2011
|
415,000
|
|
—
|
|
281,600
|
|
307,540
|
|
260,652
|
|
221,231
|
|
(5
|
)
|
1,486,023
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Michael A. Piraino
|
December 31, 2013
|
318,270
|
|
—
|
|
374,000
|
|
330,010
|
|
90,313
|
|
17,816
|
|
(6
|
)
|
1,130,409
|
|
|||||||
Executive Vice President and Chief Financial Officer
|
December 31, 2012
|
315,952
|
|
—
|
|
201,000
|
|
219,100
|
|
155,471
|
|
11,542
|
|
(7
|
)
|
903,065
|
|
|||||||
December 31, 2011
|
306,750
|
|
—
|
|
161,920
|
|
176,836
|
|
95,883
|
|
5,346
|
|
(8
|
)
|
746,735
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Jason Gray (9)
|
December 31, 2013
|
181,250
|
|
—
|
|
430,000
|
|
367,060
|
|
51,431
|
|
5,072
|
|
(10
|
)
|
1,034,813
|
|
|||||||
Senior Vice President, General Counsel and Corporate Secretary
|
December 31, 2012
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||||||||
December 31, 2011
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Scott Hiraoka (11)
|
December 31, 2013
|
230,833
|
|
—
|
|
520,900
|
|
467,602
|
|
70,940
|
|
16,838
|
|
(12
|
)
|
1,307,113
|
|
|||||||
Senior Vice President, Software Development
|
December 31, 2012
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||||||||
December 31, 2011
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Mollie Hunter (13)
|
December 31, 2013
|
255,000
|
|
—
|
|
184,000
|
|
195,320
|
|
79,107
|
|
68,000
|
|
(14
|
)
|
781,427
|
|
|||||||
Senior Vice President, Global Sales & Services
|
December 31, 2012
|
250,000
|
|
—
|
|
201,000
|
|
219,100
|
|
195,750
|
|
48,516
|
|
(15
|
)
|
914,366
|
|
|||||||
December 31, 2011
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(1)
|
The amounts shown under the “Stock Awards” and “Option Awards” columns are equal to the aggregate grant date fair value of each RSU and stock option award computed in accordance with ASC Topic 718, excluding the effect of any estimated forfeitures. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 3 to our consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2013
|
(2)
|
The amounts shown under the “Non-Equity Incentive Compensation” column represent annual management incentive bonuses earned in each respective fiscal year.
|
(3)
|
Represents a matching contribution of $10,200 under the Savings Plan and group term life insurance premiums of $2,622, long‑term disability premiums of $288, short‑term disability premiums of $173 and other taxable fringe benefits of $2,936 paid on behalf of Mr. Carnecchia.
|
(4)
|
Represents a matching contribution of $8,500 under the Savings Plan and group term life insurance premiums of $1,720, long‑term disability premiums of $288 and short‑term disability premiums of $165 paid on behalf of Mr. Carnecchia.
|
(5)
|
Represents relocation related benefits of $144,892 paid pursuant to Mr. Carnecchia’s employment agreement, a tax gross up of $65,926, a matching contribution of $8,250 under the Savings Plan and group term life insurance premiums of $1,710, long‑term disability premiums of $288 and short‑term disability premiums of $165 paid on behalf of Mr. Carnecchia.
|
(6)
|
Represents a matching contribution of $7,106 under the Savings Plan and group term life insurance premiums of $7,524, long‑term disability premiums of $288, short‑term disability premiums of $173 and other taxable fringe benefits of $2,725 paid on behalf of Mr. Piraino.
|
(7)
|
Represents a matching contribution of $6,177 under the Savings Plan and group term life insurance premiums of $4,912, long‑term disability premiums of $288, short‑term disability premiums of $165 paid on behalf of Mr. Piraino.
|
(8)
|
Represents relocation related benefits of $163 paid pursuant to Mr. Piraino’s employment agreement and group term life insurance premiums of $4,730, long‑term disability premiums of $288 and short‑term disability premiums of $165 paid on behalf of Mr. Piraino.
|
(9)
|
Mr. Gray joined the Company effective May 16, 2013 as Senior Vice President, General Counsel and Corporate Secretary. As a result, the information set forth in this table represents information for the period from May 16, 2013 through December 31, 2013. Pursuant to his employment agreement, on May 16, 2013, Mr. Gray received equity incentive awards in the form of 50,000 RSUs and options to purchase 100,000 shares, having an aggregate fair market value on the date of grant of $430,000 and $367,060, respectively, to encourage his long‑term retention.
|
(10)
|
Represents a matching contribution of $3,416 under the Savings Plan and group term life insurance premiums of $1,365, long‑term disability premiums of $180, short‑term disability premiums of $111 paid on behalf of Mr. Gray.
|
(11)
|
Mr. Hiraoka became an Executive Officer effective June 1, 2013. As a result, the information set forth in this table represents information for fiscal year 2013 only.
|
(12)
|
Represents a matching contribution of $8,750 under the Savings Plan and group term life insurance premiums of $4,902 long‑term disability premiums of $288, short‑term disability premiums of $173 and other taxable fringe benefits of $2,725 paid on behalf of Mr. Hiraoka.
|
(13)
|
Ms. Hunter became an Executive Officer effective January 1, 2012. As a result, the information set forth in this table represents information for fiscal years 2013 and 2012 only.
|
(14)
|
Represents a housing allowance of $33,460 paid pursuant to Ms. Hunter’s employment agreement, a tax gross up of $17,199, a matching contribution of $10,200 under the Savings Plan and group term life insurance premiums of $4,902, long‑term disability premiums of $288, short‑term disability premiums of $173 and other taxable fringe benefits of $1,778 paid on behalf of Ms. Hunter.
|
(15)
|
Represents a housing allowance of $23,760 paid pursuant to Ms. Hunter’s employment agreement, a tax gross up of $11,738, a matching contribution of $10,000 under the Savings Plan and group term life insurance premiums of $2,565, long‑term disability premiums of $288 and short‑term disability premiums of $165 paid on behalf of Ms. Hunter.
|
|
|
Grant Date
|
|
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards (1)
|
|
All Other
Stock Awards:
Number Of
Shares Of Stock
or Units (2)
|
|
All Other
Option
Awards:
Number Of
Securities
Underlying
Options (3)
|
|
Exercise
or Base
Price
of Option
Awards (4)
|
|
Grant
Date Fair
Value
of Stock
And
Option
Awards (5)
|
|||||||||||||
Name
|
|
Target
|
|
Maximum
|
|
||||||||||||||||||||
Max Carnecchia
|
|
—
|
|
|
$
|
432,600
|
|
|
$
|
865,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
7/25/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
$
|
9.20
|
|
|
$
|
585,960
|
|
||
|
|
7/25/2013
|
|
|
—
|
|
|
—
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
552,000
|
|
||||
Michael A. Piraino
|
|
—
|
|
|
159,135
|
|
|
318,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
11/13/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
9.35
|
|
|
330,010
|
|
||||
|
|
11/13/2013
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
374,000
|
|
||||
Jason Gray
|
|
—
|
|
|
90,925
|
|
|
181,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
5/16/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
8.60
|
|
|
367,060
|
|
||||
|
|
5/16/2013
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
430,000
|
|
||||
Scott Hiraoka
|
|
—
|
|
|
125,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
6/1/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
8.21
|
|
|
350,410
|
|
||||
|
|
6/1/2013
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
410,500
|
|
||||
|
|
7/25/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
9.20
|
|
|
117,192
|
|
||||
|
|
7/25/2013
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
|
—
|
|
|
110,400
|
|
||||
Mollie Hunter
|
|
—
|
|
|
208,000
|
|
|
416,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
7/25/2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
9.20
|
|
|
195,320
|
|
||||
|
|
7/25/2013
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
184,000
|
|
(1)
|
Mr. Carnecchia, Mr. Piraino, Mr. Gray, Mr. Hiraoka and Ms. Hunter are participants in the 2013 MIP and were eligible to receive cash bonuses based on the achievement of certain corporate performance goals, as described in the “Compensation Discussion and Analysis” section of this Form 10-K/A. The target payments under the 2013 MIP ranged from 38% to 57% of the annual base salary for each participating officer. Mr. Gray’s targets are pro‑rated for his May 16, 2013 start date.
|
(2)
|
The RSUs vest in equal annual installments over the three‑year period commencing on the date of grant with the first installment vesting upon the first anniversary of the date of grant.
|
(3)
|
One‑quarter of the stock options granted vest upon the first anniversary of the date of grant and 1/48th of the shares vest monthly thereafter so that the stock option will be fully vested on the fourth anniversary of the date of grant.
|
(4)
|
In accordance with the terms of our stock plans, the exercise price of stock options awarded is the closing price per share on the NASDAQ Global Select Market on the date of grant.
|
(5)
|
The amounts disclosed in the “Grant Date Fair Value of Stock and Option Awards” column are equal to the aggregate grant date fair value of each RSU and stock option award computed in accordance with ASC Topic 718. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 3 to the consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2013
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable (1)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|
Number of
Stock
Units That
Have
Not Vested
|
|
Market Value
of Stock Units
that Have Not
Vested (2)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That
Have Not
Vested
|
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
|
||||||||||
Max Carnecchia
|
800,000
|
|
—
|
|
|
$
|
5.38
|
|
6/15/2019
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
|
83,333
|
|
16,667
|
|
(3)
|
6.89
|
|
8/3/2020
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
58,333
|
|
41,667
|
|
(4)
|
7.04
|
|
8/3/2021
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
53,125
|
|
96,875
|
|
(5)
|
8.04
|
|
7/26/2022
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
—
|
|
150,000
|
|
(6)
|
9.20
|
|
7/25/2023
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
13,333
|
|
(7)
|
$
|
127,197
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
40,000
|
|
(8)
|
381,600
|
|
—
|
|
—
|
|
||
|
|
|
|
|
|
|
60,000
|
|
(9)
|
572,400
|
|
|
|
||||||||
Michael A. Piraino
|
122,395
|
|
2,605
|
|
(10)
|
5.77
|
|
1/5/2020
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
41,666
|
|
8,334
|
|
(3)
|
6.89
|
|
8/3/2020
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
33,541
|
|
23,959
|
|
(4)
|
7.04
|
|
8/3/2021
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
22,135
|
|
40,365
|
|
(5)
|
8.04
|
|
7/26/2022
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
—
|
|
100,000
|
|
(11)
|
9.35
|
|
11/13/2023
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
7,666
|
|
(7)
|
73,134
|
|
—
|
|
—
|
|
||
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
16,666
|
|
(8)
|
158,994
|
|
—
|
|
—
|
|
||
|
|
|
|
|
|
|
40,000
|
|
(12)
|
381,600
|
|
—
|
|
—
|
|
||||||
Jason Gray
|
—
|
|
100,000
|
|
(13)
|
8.60
|
|
5/16/2023
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
|
|
|
|
|
|
50,000
|
|
(14)
|
477,000
|
|
—
|
|
—
|
|
||||||
Scott Hiraoka
|
13,750
|
|
16,250
|
|
(15)
|
8.01
|
|
2/28/2022
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
4,427
|
|
8,073
|
|
(5)
|
8.04
|
|
7/26/2022
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
—
|
|
100,000
|
|
(16)
|
8.21
|
|
6/1/2023
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
—
|
|
30,000
|
|
(6)
|
9.20
|
|
7/25/2023
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
|
|
|
|
|
|
10,000
|
|
(17)
|
95,400
|
|
—
|
|
—
|
|
||||||
|
|
|
|
|
|
|
3,333
|
|
(8)
|
31,797
|
|
—
|
|
—
|
|
||||||
|
|
|
|
|
|
|
50,000
|
|
(18)
|
477,000
|
|
—
|
|
—
|
|
||||||
|
|
|
|
|
|
|
12,000
|
|
(9)
|
114,480
|
|
—
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mollie Hunter
|
30,833
|
|
9,167
|
|
(19)
|
7.27
|
|
11/1/2020
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
14,583
|
|
10,417
|
|
(4)
|
7.04
|
|
8/3/2021
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
20,000
|
|
20,000
|
|
(20)
|
6.72
|
|
12/30/2021
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
22,135
|
|
40,365
|
|
(5)
|
8.04
|
|
7/26/2022
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
|
—
|
|
50,000
|
|
(6)
|
9.20
|
|
7/25/2023
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
3,333
|
|
(7)
|
31,797
|
|
|
|
||||||||
|
|
|
|
|
|
|
10,000
|
|
(21)
|
95,400
|
|
|
|
||||||||
|
|
|
|
|
|
|
16,666
|
|
(8)
|
158,994
|
|
|
|
||||||||
|
|
|
|
|
|
|
20,000
|
|
(9)
|
190,800
|
|
|
|
(1)
|
One‑quarter of the stock options vest upon the first anniversary of the date of grant and 1/48th of the options vest monthly thereafter as set forth below.
|
(2)
|
The market value of the RSUs that have not vested is based on the closing price of our common stock on the NASDAQ Global Select Market on
December 31, 2013
(
$9.54
per share).
|
(3)
|
The unexercisable shares relating to the option award vest in equal monthly installments and will be fully vested on August 3, 2014.
|
(4)
|
The unexercisable shares relating to the option award vest in equal monthly installments and will be fully vested on August 3, 2015.
|
(5)
|
The unexercisable shares relating to the option award vest in equal monthly installments and will be fully vested on July 26, 2016.
|
(6)
|
One‑quarter of the stock options vest on July 25, 2014 and 1/48th of the options vest monthly thereafter and will be fully vested on July 25, 2017.
|
(7)
|
The unvested RSUs vest on August 3, 2014.
|
(8)
|
The unvested RSUs vest in equal annual installments on July 26, 2014 and July 26, 2015.
|
(9)
|
The unvested RSUs vest in equal annual installments on July 25, 2014, July 25, 2015 and July 25, 2016.
|
(10)
|
The unexercisable shares relating to the option award vest in equal monthly installments and were fully vested on January 5, 2014.
|
(11)
|
One‑quarter of the stock options vest on November 13, 2014 and 1/48th of the options vest monthly thereafter and will be fully vested on November 13, 2017.
|
(12)
|
The unvested RSUs vest in equal annual installments on November 13, 2014, November 13, 2015 and November 13, 2016.
|
(13)
|
One‑quarter of the stock options vest on May 16, 2014 and 1/48th of the options vest monthly thereafter and will be fully vested on May 16, 2017.
|
(14)
|
The unvested RSUs vest in equal annual installments on May 16, 2014, May 16, 2015 and May 16, 2016.
|
(15)
|
The unexercisable shares relating to the option award vest in equal monthly installments and will be fully vested on February 28, 2016.
|
(16)
|
One‑quarter of the stock options vest on June 1, 2014 and 1/48th of the options vest monthly thereafter and will be fully vested on June 1, 2017.
|
(17)
|
The unvested RSUs vest in equal annual installments on February 28, 2014 and February 28, 2015.
|
(18)
|
The unvested RSUs vest in equal annual installments on June 1, 2014, June 1, 2015 and June 1, 2016.
|
(19)
|
The unexercisable shares relating to the option award vest in equal monthly installments and will be fully vested on November 1, 2014.
|
(20)
|
The unexercisable shares relating to the option award vest in equal monthly installments and will be fully vested on December 30, 2015.
|
(21)
|
The unvested RSUs vest on December 30, 2014.
|
Name
|
|
Option Awards
|
|
Stock Awards
|
|
|
|||||||||||||
Number of Shares
Acquired on
Exercise
|
|
Value Realized
on Exercise
|
|
Number of
Shares Acquired
on Vesting
|
|
|
|
Value Realized
on Vesting
|
|
|
|||||||||
Max Carnecchia
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
(1
|
)
|
|
$
|
175,400
|
|
|
(2
|
)
|
|
|
|
|
|
|
26,666
|
|
|
(3
|
)
|
|
245,861
|
|
|
(4
|
)
|
|||
Michael A. Piraino
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
(5
|
)
|
|
184,200
|
|
|
(6
|
)
|
|
|
|
—
|
|
|
—
|
|
|
14,333
|
|
|
(7
|
)
|
|
132,150
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
8,334
|
|
|
(8
|
)
|
|
73,089
|
|
|
(2
|
)
|
|||
Jason Gray
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
Scott Hiraoka
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
(9
|
)
|
|
47,300
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
1,667
|
|
|
(11
|
)
|
|
14,620
|
|
|
(2
|
)
|
|||
Mollie Hunter
|
|
—
|
|
|
—
|
|
|
8,334
|
|
|
(8
|
)
|
|
73,089
|
|
|
(2
|
)
|
|
|
|
—
|
|
|
—
|
|
|
3,333
|
|
|
(12
|
)
|
|
30,730
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
5,000
|
|
|
(13
|
)
|
|
46,400
|
|
|
(14
|
)
|
|||
|
|
|
|
|
|
10,000
|
|
|
(15
|
)
|
|
95,800
|
|
|
(16
|
)
|
(1)
|
Includes 7,516 shares tendered to us for payment of payroll tax obligations.
|
(2)
|
The value realized on vesting was calculated based on the closing stock price of our common stock on the NASDAQ Global Select Market on July 26, 2013, the date of vesting of the restricted stock awards ($8.77 per share).
|
(3)
|
Includes 10,022 shares tendered to us for payment of payroll tax obligations.
|
(4)
|
The value realized on vesting was calculated based on the closing stock price of our common stock on the NASDAQ Global Select Market on August 5, 2013, the date of vesting of the restricted stock awards ($9.22 per share).
|
(5)
|
Includes 8,211 shares tendered to us for payment of payroll tax obligations.
|
(6)
|
The value realized on vesting was calculated based on the closing stock price of our common stock on the NASDAQ Global Select Market on January 7, 2013, the date of vesting of the restricted stock awards ($9.21 per share).
|
(7)
|
Includes 5,388 shares tendered to us for payment of payroll tax obligations.
|
(8)
|
Includes 3,132 shares tendered to us for payment of payroll tax obligations.
|
(9)
|
Includes 2,194 shares tendered to us for payment of payroll tax obligations.
|
(10)
|
The value realized on vesting was calculated based on the closing stock price of our common stock on the NASDAQ Global Select Market on February 28, 2013, the date of vesting of the restricted stock awards ($9.46 per share).
|
(11)
|
Includes 627 shares tendered to us for payment of payroll tax obligations.
|
(12)
|
Includes 1,253 shares tendered to us for payment of payroll tax obligations.
|
(13)
|
Includes 1,879 shares tendered to us for payment of payroll tax obligations.
|
(14)
|
The value realized on vesting was calculated based on the closing stock price of our common stock on the NASDAQ Global Select Market on November 1, 2013, the date of vesting of the restricted stock awards ($9.28 per share).
|
(15)
|
Includes 3,758 shares tendered to us for payment of payroll tax obligations.
|
(16)
|
The value realized on vesting was calculated based on the closing stock price of our common stock on the NASDAQ Global Select Market on December 30, 2013, the date of vesting of the restricted stock awards ($9.58 per share).
|
Name
|
|
Benefit
|
|
Involuntary Termination by
the Company Without
Cause or Resignation for
Good Reason (1)
|
|
|
|
Change of Control
Termination
Without Cause or
Resignation for
Good Reason*
|
|
|
||||||
Max Carnecchia
|
|
Base Salary
|
|
$
|
432,600
|
|
|
(2
|
)
|
|
$
|
865,200
|
|
|
(3
|
)
|
|
|
Management Incentive Compensation
|
|
432,600
|
|
|
(4
|
)
|
|
865,200
|
|
|
(5
|
)
|
||
|
|
Equity Plans
|
|
—
|
|
|
|
|
1,425,844
|
|
|
(6
|
)
|
|||
|
|
Health Benefits
|
|
17,100
|
|
|
(7
|
)
|
|
17,100
|
|
|
(7
|
)
|
||
Michael A. Piraino
|
|
Base Salary
|
|
318,270
|
|
|
(2
|
)
|
|
636,540
|
|
|
(3
|
)
|
||
|
|
Management Incentive Compensation
|
|
159,135
|
|
|
(8
|
)
|
|
159,135
|
|
|
(8
|
)
|
||
|
|
Equity Plans
|
|
—
|
|
|
|
|
785,078
|
|
|
(9
|
)
|
|||
|
|
Health Benefits
|
|
17,100
|
|
|
(7
|
)
|
|
17,100
|
|
|
(7
|
)
|
||
Jason Gray
|
|
Base Salary
|
|
217,500
|
|
|
(10
|
)
|
|
217,500
|
|
|
(10
|
)
|
||
|
|
Management Incentive Compensation
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
|
|
Equity Plans
|
|
—
|
|
|
|
|
571,000
|
|
|
(11
|
)
|
|||
|
|
Health Benefits
|
|
12,825
|
|
|
(12
|
)
|
|
12,825
|
|
|
(12
|
)
|
||
Scott Hiraoka
|
|
Base Salary
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
|
|
Management Incentive Compensation
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
|
|
Equity Plans
|
|
—
|
|
|
|
|
898,849
|
|
|
(13
|
)
|
|||
|
|
Health Benefits
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
Mollie Hunter
|
|
Base Salary
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
|
|
Management Incentive
Compensation
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
|
|
Equity Plans
|
|
—
|
|
|
|
|
657,790
|
|
|
(14
|
)
|
|||
|
|
Health Benefits
|
|
—
|
|
|
|
|
—
|
|
|
|
(1)
|
If the executive’s employment is terminated due to disability, the benefits due to the executive are equivalent to the benefits due upon termination of executive’s employment without cause.
|
(2)
|
Amount represents 100% of the executive’s base salary in effect at
December 31, 2013
.
|
(3)
|
Amount represents twice the amount of the executive’s base salary in effect at
December 31, 2013
.
|
(4)
|
Amount represents the executive’s annual target incentive compensation.
|
(5)
|
Amount represents two times the executive’s annual target incentive compensation.
|
(6)
|
Amount represents accelerated vesting of 305,209 unvested in‑ the‑money stock options as of December 31, 2013 and 113,333 unvested RSUs.
|
(7)
|
Amount represents estimated payments or reimbursements for COBRA payments for 12 months.
|
(8)
|
Amount represents the executive’s annual target incentive compensation.
|
(9)
|
Amount represents accelerated vesting of 175,263 unvested in‑ the‑money stock options as of December 31, 2013 and 64,332 unvested RSUs.
|
(10)
|
Amount represents an amount of nine months of executive’s base salary in effect at December 31, 2013.
|
(11)
|
Amount represents accelerated vesting of 100,000 unvested in‑ the‑money stock options as of December 31, 2013 and 50,000 unvested RSUs.
|
(12)
|
Amount represents estimated payments or reimbursements for COBRA payments for nine months.
|
(13)
|
Amount represents accelerated vesting of 154,323 unvested in‑ the‑money stock options as of December 31, 2013 and 75,333 unvested RSUs.
|
(14)
|
Amount represents accelerated vesting of 129,949 unvested in‑ the‑money stock options as of December 31, 2013 and 49,999 unvested RSUs.
|
Name
|
|
Fees Earned or
Paid in Cash
|
|
Stock
Awards (1)
|
|
Total
|
||||||
Chris van Ingen
|
|
$
|
80,500
|
|
|
$
|
74,997
|
|
|
$
|
155,497
|
|
Timothy Harkness
|
|
66,500
|
|
|
74,997
|
|
|
141,497
|
|
|||
Jeffrey Rodek
|
|
64,000
|
|
|
74,997
|
|
|
138,997
|
|
|||
Larry Ferguson
|
|
64,000
|
|
|
74,997
|
|
|
138,997
|
|
|||
Heidi Melin
|
|
30,500
|
|
|
74,998
|
|
|
105,498
|
|
|||
Kenneth L. Coleman (2)
|
|
23,000
|
|
|
—
|
|
|
23,000
|
|
|||
Ricardo B. Levy (2)
|
|
26,000
|
|
|
—
|
|
|
26,000
|
|
(1)
|
The amounts shown under the “Stock Awards” column are equal to the aggregate grant date fair value of RSUs granted to each director during fiscal year 2013 computed in accordance with ASC Topic 718, excluding the effect of any estimated forfeitures. As of December 31, 2013, the aggregate number of RSUs outstanding for each director was as follows: Mr. van Ingen, 17,844; Mr. Harkness, 17,844; Mr. Rodek, 17,844; Mr. Ferguson, 17,844 and Ms. Melin, 8,152. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 3 to our consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2013.
|
(2)
|
For personal reasons not involving any disagreement relating to the Company’s operations, policies or practices, Mr. Kenneth Coleman and Mr. Ricardo Levy declined to stand for re‑election at the 2013 annual meeting of our stockholders. As a result, the information set forth in this table represents compensation through May 30, 2013, the date of the 2013 annual meeting of our stockholders.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
|
|
Percent of Class
|
|||
5% Stockholders
|
|
|
|
|
|
|
|||
Brown Capital Management, Inc.
|
|
7,974,045
|
|
|
(1
|
)
|
|
14.28
|
%
|
1201 N. Calvert St.
Baltimore, MD 21202 |
|
|
|
|
|
|
|||
RGM Capital, LLC
|
|
7,124,890
|
|
|
(2
|
)
|
|
12.76
|
%
|
9010 Strada Stell Court, Suite 105
Naples, FL 34109 |
|
|
|
|
|
|
|||
BlackRock Inc.
|
|
3,605,298
|
|
|
(3
|
)
|
|
6.46
|
%
|
40 E 52nd Street
New York, NY 10022 |
|
|
|
|
|
|
|||
Brown Advisory Incorporated
|
|
3,028,448
|
|
|
(4
|
)
|
|
5.42
|
%
|
901 South Bond Street, Ste. 400
Baltimore, MD 21231 |
|
|
|
|
|
|
|||
Named Executive Officers
|
|
|
|
|
|
|
|||
Max Carnecchia
|
|
1,098,872
|
|
|
(5
|
)
|
|
1.93
|
%
|
Michael A. Piraino
|
|
293,361
|
|
|
(6
|
)
|
|
*
|
|
Jason Gray
|
|
43,667
|
|
|
(7
|
)
|
|
*
|
|
Scott Hiraoka
|
|
72,924
|
|
|
(8
|
)
|
|
*
|
|
Mollie Hunter
|
|
137,771
|
|
|
(9
|
)
|
|
*
|
|
Directors
|
|
|
|
|
|
|
|||
Chris van Ingen
|
|
49,779
|
|
|
(10
|
)
|
|
*
|
|
Timothy Harkness
|
|
35,915
|
|
|
(11
|
)
|
|
*
|
|
Jeffrey Rodek
|
|
63,571
|
|
|
(12
|
)
|
|
*
|
|
Larry Ferguson
|
|
54,571
|
|
|
(13
|
)
|
|
*
|
|
Heidi Melin
|
|
—
|
|
|
|
|
*
|
|
|
Max Carnecchia
|
|
1,098,872
|
|
|
(5
|
)
|
|
1.93
|
%
|
All current executive officers and directors as a group (13 persons)
|
|
2,649,859
|
|
|
(14
|
)
|
|
4.58
|
%
|
*
|
Less than one percent.
|
(1)
|
Brown Capital Management, Inc. (
“Brown”
) has sole voting power with respect to 4,324,101 shares and sole dispositive power with respect to all shares, which includes 3,084,410 shares beneficially owned by The Brown Capital Management Small Company Fund, a registered investment company managed by Brown Capital Management, LLC (“
Brown Company Fund
”), with respect to which Brown Company Fund has sole voting power. The foregoing information is based solely upon information contained in a Schedule 13G/A filed with the SEC by Brown on February 13, 2014 with respect to holdings of our common stock as of December 31, 2013.
|
(2)
|
RGM Capital, LLC (
“RGM Capital”
) has shared voting and dispositive power with respect to all shares. The foregoing information is based solely upon information contained in a Schedule 13G/A filed with the SEC by RGM Capital on February 12, 2014 with respect to holdings of our common stock as of December 31, 2013.
|
(3)
|
BlackRock Inc. (
“BlackRock”
) has sole voting power with respect to 3,354,073 shares and sole dispositive power with respect to all shares. The foregoing information is based solely upon information contained in a Schedule 13G/A filed with the SEC by BlackRock on January 28, 2014 with respect to holdings of our common stock as of December 31, 2013.
|
(4)
|
Brown Advisory Incorporated (“
BA, Inc.
”) has sole voting power with respect to 2,171,339 shares and shared dispositive power with respect to all shares. The beneficial owner reported that the following of its subsidiaries acquired shares: Brown Advisory, LLC, an investment advisor, which has the sole voting power with respect to 2,049,015 shares, and shared dispositive power with respect to 2,907,024 shares, and Brown Investment Advisory & Trust Company, a bank, which has the sole voting power and shared dispositive power with respect to 121,424 shares. The foregoing information is based solely upon information contained in a Schedule 13G/A filed with the SEC by BA, Inc. on February 7, 2014 with respect to holdings of our common stock as of December 31, 2013.
|
(5)
|
Represents 62,456 shares of common stock held of record by Mr. Carnecchia, options to purchase 1,035,416 shares of common stock that are exercisable within 60 days of April 11, 2014.
|
(6)
|
Represents 51,071 shares of common stock held of record by Mr. Piraino and options to purchase 242,290 shares of common stock that are exercisable within 60 days of April 11, 2014.
|
(7)
|
Represents 1,000 shares of common stock held of record by Mr. Gray, options to purchase 25,000 shares of common stock that are exercisable within 60 days of April 11, 2014 and 16,667 RSUs expected to vest within 60 days of April 11, 2014.
|
(8)
|
Represents 7,653 shares of common stock held of record by Mr. Hiraoka, options to purchase 47,604 shares of common stock that are exercisable within 60 days of April 11, 2014, 16,667 RSUs expected to vest within 60 days of April 11, 2014.
|
(9)
|
Represents 31,419 shares of common stock held of record by Ms. Hunter and options to purchase 106,352 shares of common stock that are exercisable within 60 days of April 11, 2014.
|
(10)
|
Represents 40,934 shares of common stock held of record by Mr. van Ingen and 8,844 RSUs expected to vest within 60 days of April 11, 2014.
|
(11)
|
Represents 27,071 shares of common stock held of record by Mr. Harkness and 8,844 RSUs expected to vest within 60 days of April 11, 2014.
|
(12)
|
Represents 54,727 shares of common stock held of record by Mr. Rodek and 8,844 RSUs expected to vest within 60 days of April 11, 2014.
|
(13)
|
Represents 45,727 shares of common stock held of record by Mr. Ferguson and 8,844 RSUs expected to vest within 60 days of April 11, 2014.
|
(14)
|
Represents 590,478 shares of common stock held of record by our current executive officers and directors, options to purchase 1,986,326 shares of common stock that are exercisable within 60 days of April 11, 2014 and 68,710 RSUs expected to vest within 60 days of April 11, 2014.
|
Plan Category
|
|
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights and
vesting of RSUs
(a)
|
|
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))
(c)
|
|||||
Equity compensation plans approved by security holders (1)
|
|
7,157,774
|
|
|
|
|
$
|
8.86
|
|
|
10,073,593
|
|
|
Equity compensation plans not approved by security holders (2)
|
|
873,009
|
|
|
(3
|
)
|
|
5.85
|
|
|
—
|
|
|
Total
|
|
8,030,783
|
|
|
|
|
|
|
10,073,593
|
|
(1)
|
Securities are to be issued upon exercise of outstanding options and rights under the following Company equity plans: the 1994 Incentive Stock Plan, the 1995 Director Option Plan, as amended, the 1996 Equity Incentive Plan, the 2000 Stock Option Plan, the 2004 Amended and Restated Stock Incentive Plan (the “
2004 Stock Plan
”), the Accelrys ESPP, the Symyx 2007 Stock Incentive Plan (the “
2007 Stock Plan
”) and the 2011 Stock Plan. In connection with the approval of the 2011 Stock Plan, the 2004 Stock Plan, the 1994 Incentive Stock Plan, the 1996 Equity Incentive Plan, the 2000 Stock Option Plan and the 2004 New Hire Equity Incentive Plan (the
“2004 New Hire Plan”
and, collectively with the 2004 Stock Plan, the 1994 Incentive Stock Plan, the 1996 Equity Incentive Plan and the 2000 Stock Option Plan, the
“Inactive Plans”
) are no longer active and have no shares available for issuance.
|
(2)
|
The 2004 New Hire Plan allowed for the grant of stock awards to newly hired employees. As a result of the approval of the 2004 Stock Plan, the 2004 New Hire Plan is no longer active. In connection with his appointment as President and Chief Executive Officer of the Company in June 2009, Mr. Carnecchia was granted an option to purchase up to 800,000 shares of Company common stock. This grant was made without stockholder approval as an inducement award pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.
|
(3)
|
Also includes 12,673 outstanding options under the Symyx 2001 Nonstatutory Stock Option Plan, as amended, the IntelliChem, Inc. 2003 Stock Option Plan, as amended, assumed in connection with the IntelliChem acquisition and the Synthematix, Inc. Amended and Restated 2000 Equity Compensation Plan assumed in connection with the Synthematix acquisition by Symyx.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
|
|
Fiscal Year Ended December 31, 2013
|
|
Fiscal Year Ended December 31, 2012
|
||||
Audit Fees (1)
|
|
$
|
1,606,897
|
|
|
$
|
1,132,327
|
|
Audit-Related Fees (2)
|
|
50,000
|
|
|
89,538
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
1,656,897
|
|
|
$
|
1,221,865
|
|
(1)
|
Includes fees for: (i) the audit of our annual financial statements for the fiscal years ended
December 31, 2013
and
December 31, 2012
included in our Annual Report on Form 10-K for the fiscal years ended
December 31, 2013
and
December 31, 2012
, respectively; (ii) the review of our interim period financial statements for the fiscal years ended
December 31, 2013
and
December 31, 2012
included in our quarterly reports on Form 10-Q; (iii) the audit of the effectiveness of our internal control over financial reporting as of
December 31, 2013
and
2012
; (iv) statutory audits of certain of our foreign subsidiaries for the fiscal years ended
December 31, 2013
and
2012
; and (v) related services that are normally provided in connection with regulatory filings or engagements.
|
(2)
|
Audit-related fees principally include fees relating to due diligence services related to mergers and acquisitions.
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
Exhibit
Number
|
|
Description
|
10.1*
|
|
2014 Management Incentive Plan.
|
31.1*
|
|
Section 302 Certification of the Principal Executive Officer
|
|
|
|
31.2*
|
|
Section 302 Certification of the Principal Financial Officer
|
|
|
|
32.1*
|
|
Section 906 Certification of the Chief Executive Officer and Chief Financial Officer
|
|
|
|
*
|
Filed herewith
|
(b)
|
Exhibits
|
ACCELRYS, INC.
|
|||
|
|
|
|
By:
|
|
/s/ MICHAEL A. PIRAINO
|
|
|
|
Michael A. Piraino
|
|
|
|
Executive Vice President and Chief Financial
|
|
|
|
Officer
|
|
|
|
Date:
|
April 28, 2014
|
1 Year Accelrys, Inc. (MM) Chart |
1 Month Accelrys, Inc. (MM) Chart |
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