UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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HELIOS & MATHESON NORTH AMERICA INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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April 30, 2010
Dear Shareholder:
You are cordially invited to attend Helios & Matheson North America Inc.s Annual Meeting on
May 20, 2010. The meeting will begin promptly at 10:00 a.m. at the Companys headquarters located
at 200 Park Avenue South, Suite 901, New York, New York 10003.
The official Notice of Annual Meeting of Shareholders, proxy statement, proxy card and return
envelope are included with this letter. Also enclosed is the Helios & Matheson North America
Inc.s Annual Report to shareholders for the year ended December 31, 2009. The matters listed in
the Notice of the Annual Meeting of Shareholders are described in detail in the proxy statement.
The vote of every shareholder is important. Please review carefully the enclosed materials
and then sign, date and promptly mail your proxy. If you sign and return your proxy card without
giving any instruction, it will be voted as the Board of Directors recommends.
The Board of Directors and management look forward to greeting those shareholders who are able
to attend.
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Sincerely,
HELIOS & MATHESON NORTH AMERICA INC.
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/s/ SALVATORE M. QUADRINO
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Salvatore M. Quadrino,
Interim Chief Executive Officer
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and Chief Financial Officer
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HELIOS & MATHESON NORTH AMERICA INC.
200 PARK AVENUE SOUTH, STE 901
NEW YORK, NEW YORK 10003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2010
To the Shareholders of HELIOS & MATHESON NORTH AMERICA INC.
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of Helios & Matheson North America
Inc. (Helios & Matheson or the Company) will be held at 10:00 a.m. (local time), on May 20,
2010, at the Companys headquarters located at 200 Park Avenue South, Suite 901, New York, New York
10003 for the following purposes:
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To elect the Board of Directors of the Company to serve until the Annual
Meeting of Shareholders in 2011 and until their respective successors are duly elected
and qualified;
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2.
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To ratify the appointment of Mercadien, P.C. as the independent auditor of the
Company for the year ending December 31, 2010.
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Only shareholders of record at the close of business on April 15, 2010 are entitled to notice
of and to vote at this meeting and any adjournment or postponement thereof.
You may vote in person or by proxy. You may cast your vote by dating and signing the enclosed
proxy exactly as your name appears thereon and promptly returning such proxy in the envelope
provided. If you sign and return your proxy card without giving any instruction, it will be voted
as the Board of Directors recommends.
You may revoke your proxy by voting in person at the meeting, by written notice to the interim
Secretary of the Company or by executing and delivering a later-dated proxy by mail, prior to the
closing of the polls. Attendance at the meeting does not by itself constitute revocation of a
proxy. All shares that are entitled to vote and are represented by properly completed proxies
timely received and not revoked will be voted as you direct. If you sign and return your proxy
card without giving any instruction, it will be voted as the Board of Directors recommends.
You are cordially invited to attend the meeting. Whether or not you plan to attend the
meeting, please complete, sign, date and return the enclosed proxy card promptly. This proxy
statement and the accompanying form of proxy, together with the Companys 2009 Annual Report to
shareholders, are being mailed to shareholders on or about April 30, 2010. Your cooperation is
appreciated since a majority of the outstanding shares entitled to vote must be represented, either
in person or by proxy, to constitute a quorum for the purposes of conducting business at the
meeting.
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BY ORDER OF THE BOARD OF DIRECTORS
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By:
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/s/ Roxanne Weisbrot
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Roxanne Weisbrot
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Interim Secretary
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New York, New York
April 30, 2010
TABLE OF CONTENTS
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HELIOS & MATHESON NORTH AMERICA INC.
200 PARK AVENUE SOUTH, STE 901
NEW YORK, NEW YORK 10003
(212) 979-8228
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 20, 2010
This proxy statement and the accompanying form of proxy are furnished in connection with the
solicitation of proxies by the Board of Directors (the Board of Directors) of Helios & Matheson
North America Inc., a Delaware corporation (Helios & Matheson or the Company), to be voted at
its Annual Meeting of Shareholders which will be held at 10:00 a.m. (local time), on May 20, 2010
at the Companys headquarters located at 200 Park Avenue South, Suite 901, New York, New York 10003
and at any postponements or adjournments thereof (the Annual Meeting).
At the Annual Meeting, the Companys shareholders will be asked (i) to elect Messrs.
Srinivasaiyer Jambunathan, Daniel L. Thomas, Rabin K. Dhoble, Kishan Grama Ananthram, and Ms. Divya
Ramachandran as directors of the Company to serve until the Annual Meeting of Shareholders in 2011
and until their respective successors are duly elected and qualified, and (ii) to ratify the
appointment of Mercadien, P.C. as the Companys independent auditor for the year ending December
31, 2010.
This proxy statement and the accompanying form of proxy, together with the Companys 2009
Annual Report to shareholders, are being mailed to shareholders on or about April 30, 2010.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders to be Held on May 20, 2010:
This proxy statement and the Companys 2009 Annual Report to Shareholders are available for
viewing, printing and downloading at
www.hmna.com
, under About Helios & Matheson.
Copies of the Companys Annual Report on
Form 10-K
for the fiscal year ended December 31,
2009, as filed with the Securities and Exchange Commission (SEC), will be furnished without
charge to any shareholder upon written request to Helios & Matheson North America Inc., 200 Park
Avenue South, Suite 901, New York, New York, 10003, Attention: Ms. Roxanne Weisbrot, Interim
Secretary. This proxy statement and the Companys 2009 Annual Report on
Form 10-K
for the fiscal
year ended December 31, 2009 are also available on the SECs website at www.sec.gov.
GENERAL INFORMATION
PROXY SOLICITATION
Proxies may be solicited by mail, personal interview, telephone and facsimile transmission,
and by directors, officers and employees of the Company (without special compensation). Since the
Company is making this solicitation the expenses for the preparation of proxy materials and the
solicitation of proxies for the Annual Meeting will be paid by the Company.
In accordance with the regulations of the Securities and Exchange Commission, the Company will
reimburse, upon request, banks, brokers and other institutions, nominees and fiduciaries for their
expenses incurred in sending proxies and proxy materials to the beneficial owners of the Companys
common stock.
REVOKING YOUR PROXY
A shareholder may revoke a proxy at any time before it is exercised by one of the three
following ways:
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By filing with the interim Secretary of the Company a written revocation to the
attention of Ms. Roxanne Weisbrot, Interim Secretary, Helios & Matheson North America Inc.,
200 Park Avenue South, Suite 901, New York, New York 10003, Telephone: (212) 979-8228. We
must receive your written revocation before the time of the Annual Meeting;
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By submitting a duly executed proxy bearing a later date than your original proxy. We
must receive such later dated proxy before the time of the Annual Meeting; or
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By voting in person at the meeting. However, attendance at the Annual Meeting does not
by itself constitute revocation of a proxy. A shareholder who holds shares through a
broker or other nominee must bring a legal proxy ballot to the meeting if that shareholder
desires to vote at the meeting.
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VOTING YOUR SHARES
Shares represented by each properly executed and returned proxy card will be voted (unless
earlier revoked) in accordance with the instructions indicated. If no instructions are indicated
on the proxy card, all shares represented by valid proxies received pursuant to this solicitation
(and not revoked before they are voted) will be voted FOR the election of the nominees for
director named herein and FOR the ratification of the Companys independent auditor.
Under the Companys By-Laws, the presence at the Annual Meeting, in person or by duly
authorized proxy, of the holders of a majority of the total number of outstanding shares of common
stock, voting as a single class, entitled to vote, constitutes a quorum for the transaction of
business. Shares of our common stock represented in person or by proxy (regardless of whether the
proxy has authority to vote on all matters), as well as abstentions and broker non-votes, will be
counted for purposes of determining whether a quorum is present at the meeting.
An abstention is the voluntary act of not voting by a stockholder who is present at a
meeting and entitled to vote. Broker non-votes are shares of voting stock held in record name by
brokers and nominees concerning which: instructions have not been received from the beneficial
owners or persons entitled to vote, and (i) the broker or nominee does not have discretionary
voting power under applicable rules or the instrument under which it serves in such capacity or
(ii) the record holder has indicated on the proxy or has executed a proxy and otherwise notified us
that it does not have authority to vote such shares on that matter.
1
VOTES REQUIRED FOR APPROVAL
Shares Entitled to Vote.
Only holders of record of the Companys common stock at the close of
business on April 15, 2010 (the Record Date) are entitled to notice, to attend and to vote at the
Annual Meeting with each share entitled to one vote. As of the close of business on April 15,
2010, the Company had 3,086,362 shares of common stock outstanding.
Quorum.
Delawares Business Corporation Law and the Companys By-Laws provide that, a quorum being
present, nominees for the office of director are to be elected by a plurality of votes cast at the
meeting by holders of shares represented either in person or by proxy entitled to vote in the
election. Only shares affirmatively voted in favor of a nominee will be counted toward the
achievement of a plurality. Votes withheld (including broker non-votes) are counted as present for
the purpose of determining a quorum but are not counted as votes cast in determining a plurality.
Votes Required.
The votes required on each of the proposals are as follows:
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Proposal 1: Election of Directors
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The five nominees for director who receive the most votes will be elected. This is
called a plurality. If you indicate withhold authority to vote for a particular
nominee on your proxy card, your vote will not count either for or against the nominee.
If you do not provide instructions on how to vote for a particular nominee, your broker
will not vote with respect to such director.
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Proposal 2: Ratification of Selection of
Independent Registered Public Accounting
Firm
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The affirmative vote of a majority of the holders
entitled to vote and that voted for or against or
expressly abstained at the Annual Meeting is required to ratify the Audit Committees
selection of the independent registered public
accounting firm. If you abstain from voting, your
abstention will not count as a vote cast for or
against the proposal.
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2
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to the Companys By-Laws, the Board of Directors shall be comprised of not less than
three and not more than nine directors. The exact number of directors shall be set by the
Companys By-Laws or by a resolution of the Board of Directors. On March 18, 2008, the Board of
Directors established the size of the Board at five members. At each Annual Meeting of
Shareholders, directors shall be elected for the ensuing year
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Each director will be elected to serve for a one-year term, unless he/she resigns or is
removed before his term expires. Each of the nominees listed are currently a member of the Board
of Directors and each of them has consented to serve as a director if elected. There is detailed
information about each of the nominees available in the section of this proxy statement titled
Nominees Standing for Election.
If any of the nominees cannot serve for any reason, the Board of Directors may designate a
substitute nominee or nominees. If a substitute is nominated, we will vote all valid proxies for
the election of the substitute nominee or nominees. Alternatively, the Board of Directors may also
decide to leave the Board seat or seats open until a suitable candidate or candidates are
nominated, or it may decide to reduce the size of the Board.
Nominees Standing for Election
The following nominees are standing for election to serve as directors until the Annual
Meeting of Shareholders in 2011:
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Name
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Age
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Position
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Srinivasaiyer Jambunathan
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71
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Chairman and Director
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Daniel L. Thomas
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60
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Director
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Rabin K. Dhoble
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48
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Director
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Kishan Grama Ananthram
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46
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Director
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Divya Ramachandran
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30
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Director
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Srinivasaiyer Jambunathan
has been a director of the Company since August 22, 2006 and
Chairman of the Board since April 1, 2008. Mr. Jambunathan was named Vice Chairman of the Board of
Directors on November 8, 2006 and Lead Director on April 25, 2007. Mr. Jambunathan is the Chairman
of the Nominating and Corporate Governance Committee and the Executive Committee as well as a
member of the Audit Committee. Mr. Jambunathan is a director for Patel Engineering Company Limited
and Inventure Growth and Securities Private Limited, Mumbai and a non-executive director for Calyx
Chemicals & Pharmaceuticals Limited, Mumbai. Since January 2001, Mr. Jambunathan has served as
non-executive Chairman of First Policy Insurance Pvt. Ltd. From November 2003 to May 2007, Mr.
Jambunathan was a director of JSW Steel Ltd. Mr. Jambunathan served as a director of the Bombay
Stock Exchange, and thereafter, Bombay Stock Exchange Limited for a total period of six years until
2006. Mr. Jambunathan was also the non-executive Chairman of Bombay Stock Exchange from March 2003
to August 2005. From March 2005 to August 2005 Mr. Jambunathan also served as non-executive
Chairman of Provogue India Ltd., a mens designer wear and fashion apparel company. Mr.
Jambunathan was Chairman of the local Advisory Board, State Bank of Mauritius from 1996 to 2001.
Mr. Jambunathan brings to the Companys Board a wealth of knowledge of organizational and
operational management as well as board leadership experience essential to a public company.
Daniel L. Thomas
has been a director of the Company since June 5, 2006. Mr. Thomas is the
Chairman of the Audit Committee, as well as a member of the Executive Committee and the Nominating
and Corporate Governance Committee. Mr. Thomas is currently a partner with Thomas & Associates, a
CPA firm, which he started in February 2002. From October 1999 to February 2002 he was the Audit
Partner in Charge with Corbin & Wertz, a CPA firm. Mr. Thomas experience includes part-time CFO
services, fraud prevention and investigation, acquisition consulting, transaction due diligence,
internal control review and systems implementation. Mr. Thomas is a Certified Public Accountant
and a Certified Fraud Examiner. Mr. Thomas is the past president of the Orange County Chapter of
the Association of Certified Fraud Examiners and he has served on the Board of Directors for the
Orange County Head Start program. Mr. Thomas also spent five years as a Reserve Deputy Sheriff for
the Orange County Sheriffs Department. Mr. Thomas brings to the Companys Board over 30 years of
public accounting and financial experience as well as expertise in fraud prevention.
3
Rabin K. Dhoble
has been a director of the Company since February 2006. Mr. Dhoble is a
member of the Audit Committee, the Compensation Committee and the Executive Committee. Mr. Dhoble
is currently the President of Diversified Agency Services Healthcare, Omnicom. Since 1998, Mr.
Dhoble has been a senior executive within the healthcare communications practice of Diversified
Agency Services, the specialty communications unit of Omnicom Group. Mr. Dhoble brings to the
Companys Board extensive organizational and operational management skills combined with a wealth
of experience specializing in the development of business strategies and the management of
cross-functional teams that support the global commercialization of biotechnology and
pharmaceutical brands.
Kishan Grama Ananthram
has been a director of the Company since August 22, 2006. Mr.
Ananthram is the Chairman of the Compensation Committee and a member of the Executive Committee.
Mr. Ananthram has served as the Founder, Chairman and Chief Executive Officer of IonIdea, Inc., a
software product and engineering outsourcing company since January 1994. Mr. Ananthram has over 20
years of entrepreneurial, management, sales and technology experience. Prior to founding IonIdea,
Inc. Mr. Ananthram held various technical and management positions with NUS, Sprint, GTE, Fannie
Mae and Hughes. Mr. Ananthram brings to the Companys Board over 20 years of entrepreneurial,
management, sales and technology experience.
Divya Ramachandran
has been a director of the Company since August 22, 2006. Ms. Ramachandran
is a member of the Executive Committee, the Nominating and Corporate Governance Committee and the
Compensation Committee. Since February 2004, Ms. Ramachandran has been an Associate Vice President
at Helios and Matheson Information Technology Ltd., the parent of the Company, focusing on mergers
and acquisitions. From June 2003 to January 2004, Ms. Ramachandran was Program Director for
General Management Programs at the Indian School of Business. From July 2002 to January 2003, Ms.
Ramachandran was a Senior Manager, Strategy and Restructuring Cell for Lupin Limited, one of
Indias leading pharmaceutical companies. From June 2000 to 2001, Ms. Ramachandran was an associate
with Arthur Andersen LLP. Ms. Ramachandran brings to the Companys Board valuable insight into
organizational and operational issues as well as experience in managing complex global information
technology companies.
Voting Requirements to Adopt the Proposal
The affirmative vote of the holders of a plurality of the outstanding shares of our common
stock who are present in person or represented by proxy and entitled to vote at the Annual Meeting
is required to approve Proposal 1.
Recommendation
The Nominating and Corporate Governance Committee has nominated each of the director nominees
set forth in Proposal 1. The Board of Directors recommends that shareholders vote
FOR
each of the
nominees.
4
CORPORATE GOVERNANCE
Board of Directors Meetings and Committees
During the year ended December 31, 2009, the Board of Directors met nine times, including
regular and special meetings. The Board of Directors has an Audit Committee, Compensation
Committee, Nominating and Corporate Governance Committee and an Executive Committee. During 2009,
the Audit Committee held four meetings, the Executive Committee held twelve meetings, the
Nominating and Corporate Governance Committee held one meeting and the Compensation Committee held
six meetings. During 2009, each director, except for Messr. Ananthram and Ms. Ramachandran,
attended 75% or more of the aggregate number of meetings of the Board of Directors and committees
on which such directors served. During 2009, Messr. Ananthram attended 48% and Ms. Ramachandran
attended 38% of the aggregate number of meetings of the Board of Directors and committees on which
they served. Each of the committees of the Board of Directors acts pursuant to a separate written
charter adopted by the Board of Directors.
It is anticipated that each member of the Board of Directors will attend the Companys 2010
Annual Meeting of Shareholders. At the Companys 2009 Annual Meeting of Shareholders, three of the
five directors were in attendance. The Company does not have a formal policy with respect to
directors attendance at the Annual Meeting of Shareholders.
Controlled Company
Helios and Matheson Information Technology Ltd. (Helios and Matheson Parent), an IT services
organization with its corporate headquarters in Chennai, India, owns approximately 69% of the
Companys outstanding common stock. Helios and Matheson Parent is a publicly listed company on
three stock exchanges in India: the National Stock Exchange (NSE), the Stock Exchange Mumbai (BSE)
and Madras Stock Exchange (MSE).
The Board of Directors has determined that Helios & Matheson is a Controlled Company for
purposes of the NASDAQ listing requirements. A Controlled Company is a company of which more
than 50% of the voting power for the election of directors is held by an individual, group or
another company. Certain NASDAQ requirements do not apply to a Controlled Company, including
requirements: (i) that a majority of its Board of Directors must be comprised of independent
directors as defined in NASDAQs rules; and (ii) that the compensation of officers and the
nomination of directors be determined in accordance with specific rules, generally requiring
determinations by committees comprised solely of independent directors or in meetings at which only
the independent directors are present. The Board of Directors has determined that Helios &
Matheson is a Controlled Company based on the fact that Helios and Matheson Parent holds more
than 50% of the voting power of the Company.
Board Leadership Structure and Role in Risk Oversight
In accordance with the Companys Bylaws, the Board of Directors elects the Companys Chairman
and Chief Executive Officer. Each of these positions may be held by the same person or may be held
by different people. Currently, these two offices are held by different people. The Board of
Directors believes that the Company and its shareholders are best served by having a policy that
provides the Board of Directors the ability to select the most qualified and appropriate individual
to lead the Board as Chairman. The Board of Directors also believes it is important to remain
flexible when allocating responsibilities among these two offices in a way that best serves the
needs of the Company. The Board of Directors believes it is appropriate at this time to maintain
separate offices of Chairman and Chief Executive Officer as it allows the Companys Chief Executive
Officer to focus primarily on his management responsibilities.
In April 2008, the Board of Directors appointed Mr. Srinivasaiyer Jambunathan as the Companys
Chairman of the Board. Mr. Jambunathan is expected to continue to serve as Chairman of the Board
following the Companys 2010 Annual Meeting.
5
The Company is exposed to a number of risks that are inherent with every business. Such risks
include, but are not limited to, financial and economic risks and legal and regulatory risks.
While management is responsible for the day-to-day management of these risks, the Board of
Directors, as a whole and through its committees, is responsible for the oversight of risk
management. The Board of Directors is responsible for evaluating the adequacy of risk management
processes and determining whether such processes are being implemented by management. The Board of
Directors has delegated to the Audit Committee the primary role in carrying out risk oversight
responsibilities. The Audit Committees Charter provides that it will discuss significant risks or
exposures and assess the steps management has taken to minimize such risks to the Company. The
Board of Directors has also delegated to other committees the oversight of risks within their areas
of responsibility and expertise. For example, the Compensation Committee oversees risks associated
with the Companys policies and practices relating to compensation.
Independent Directors
Upon consideration of the criteria and requirements regarding director independence set forth
in NASDAQ Rule 5605, the Board of Directors has determined that each of Messrs. Jambunathan, Thomas
and Dhoble meet NASDAQ independence standards.
Audit Committee
Audit Committee.
The Audit Committee is authorized to engage the Companys independent auditor
and review with such auditors (i) the scope and timing of their audit services and any other
services they are asked to perform, (ii) their report on the Companys financial statements
following completion of their audit and (iii) the Companys policies and procedures with respect to
internal accounting and financial controls. As of April 30, 2010, the Audit Committee is comprised
of Messrs. Thomas (Chairman), Dhoble and Jambunathan. The Board of Directors has determined that
Mr. Thomas qualifies as an audit committee financial expert. The Board of Directors has
determined that each of the members of the Audit Committee is independent (as independence is
defined in NASDAQ Rule 5605(a)(2) and in Rule 10A-3(b)(1) of the Securities and Exchange Act of
1934, as amended). During the year ended December 31, 2009, the Audit Committee held four meetings.
The Audit Committee Charter is posted at the Companys website, www.hmna.com, under About Helios &
Matheson Management. Any person may obtain a copy of the Audit Committee Charter without charge
by calling 212-979-8228 or by writing to Helios & Matheson North America Inc., 200 Park Avenue
South, Suite 901, New York, NY 10003, Attention Ms. Roxanne Weisbrot, Interim Secretary.
Compensation Committee
Compensation Committee.
The Compensation Committee is authorized and empowered to approve
appointments and promotions of executive officers of the Company and fix salaries for such
officers, provided that all actions of the Compensation Committee must be ratified by the full
Board of Directors within three months of the subject action. The Compensation Committee is also
authorized to administer the Companys Amended and Restated 1997 Stock Option and Award Plan. As
of April 30, 2010, the Compensation Committee is comprised of Messrs. Ananthram (Chairman), Dhoble
and Ms. Ramachandran. The Board of Directors has determined that Messr. Dhoble is an independent
member of the Compensation Committee (as independence is defined in NASDAQ Rule 5605(a)(2)). The
Compensation Committee met six times during the year ended December 31, 2009. The Compensation
Committee may delegate its authority to subcommittees or the Chairman of the Compensation Committee
when it deems it appropriate and in the best interests of the Company. The Compensation Committee
Charter is posted at the Companys website, www.hmna.com, under About Helios & Matheson
Management.
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance
Committee is authorized to nominate candidates to the Board of Directors. As of April 30, 2010,
the Nominating and Corporate Governance Committee is comprised of Messrs. Jambunathan (Chairman),
Thomas and Ms. Ramachandran. The Board of Directors has determined that Messrs. Jambunathan and
Thomas are independent members of the Nominating and Corporate Governance Committee (as
independence is defined in NASDAQ Rule 5605(a)(2)). The Nominating and Corporate Governance
Committee Charter is posted at the Companys website, www.hmna.com, under About Helios & Matheson
Management. The Nominating and Corporate Governance Committee met one time during the year
ended December 31, 2009.
The Nominating and Corporate Governance Committee receives recommendations for director
nominees from a variety of sources, including from shareholders, management and members of the
Board of Directors. Shareholders may recommend any person to be a director of the Company by
writing to the Companys interim Secretary. Each submission must include (i) a brief description of
the candidate, (ii) the candidates name, age, business address and residence address, (iii) the
candidates principal occupation and the number of shares of the Companys capital stock
beneficially owned by the candidate and (iv) any other information that would be required under the
SEC rules in a proxy statement listing the candidate as a nominee for director.
6
The Nominating and Corporate Governance Committee generally reviews all recommended candidates
at the same time and subjects all candidates to appropriate review criteria. Members of the Board
of Directors should be qualified, dedicated, ethical and highly regarded individuals who have
experience relevant to the Companys operations and understand the complexities of the Companys
business environment. The Nominating and Corporate Governance Committee evaluates candidates in
the context of the current composition of the Board of Directors, and these recommendations are
submitted to the Board of Directors for review and approval. As part of this assessment, the
Nominating and Corporate Governance Committee considers diversity of age, skills and such other
factors as it deems appropriate, given the current needs of the Board of Directors and its
committees. In addition, pursuant to NASDAQ Rules, the Company must have an Audit Committee
composed of at least three members, each of whom must satisfy specified independence and
qualification criteria. The Nominating and Corporate Governance Committee is also responsible for
providing a leadership role in shaping and monitoring the corporate governance practices of the
Company.
Executive Committee
Executive Committee.
The Executive Committee has all the powers of the Board of Directors
except for the matters that have been explicitly delegated by the Board of Directors to the Audit
Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The
objectives of the Executive Committee include: (i) focusing on business development, (ii) assisting
in formulating business strategies, (iii) monitoring the Companys progress on a monthly basis
(actual vs. planned performance), (iv) controlling expenditures, (v) when necessary, taking
appropriate corrective action, (vi) formulating plans for the future, (vii) helping management
improve performance and sanctioning actions by management to do so, (viii) periodically reviewing
in consultation with the Companys Chief Executive Officer the Companys management succession
planning and (ix) other actions consistent with applicable law and the Companys governing
documents that the Executive Committee or the Board deems appropriate. Pursuant to Delaware
General Corporate Law, the Executive Committee may not approve, adopt or recommend to shareholders
any action or matter other than the election or removal of directors expressly required to be
submitted to shareholders for approval or the adoption, amendment or repealing of any bylaw of the
Company. As of April 30, 2010, the Executive Committee is comprised of Messrs. Jambunathan
(Chairman), Dhoble, Thomas, Ananthram and Ms. Ramachandran. During the year ended December 31,
2009, the Executive Committee met twelve times.
Other Committees
The Board of Directors may establish additional standing or ad hoc committees from time to
time.
Shareholder Communication with the Board
Correspondence from the Companys shareholders to the Board of Directors or any individual
directors or officers should be sent to the Companys interim Secretary. Correspondence addressed
to either the Board of Directors as a body, or to any director individually, will be forwarded by
the Companys interim Secretary to the Chairman of the Nominating and Corporate Governance
Committee or to the individual director, as applicable. The Companys interim Secretary will
regularly provide to the Board of Directors a summary of all shareholder correspondence that the
interim Secretary receives on behalf of the Board of Directors. This process has been approved by
the Companys Board of Directors.
All correspondence should be sent to Helios & Matheson North America Inc., 200 Park Avenue
South, Suite 901, New York, NY 10003, Attention: Ms. Roxanne Weisbrot, Interim Secretary.
Compensation Committee Interlocks and Insider Participation
As of April 30, 2010, the Compensation Committee is comprised of Messrs. Ananthram (Chairman),
Dhoble and Ms. Ramachandran. None of the members of the Compensation Committee has ever been an
officer or employee of the Company.
Kishan Grama Ananthram, a member of the Companys Board of Directors, is the Chief Executive
Officer of IonIdea and Mr. Ananthram and his spouse own all of the outstanding capital stock of
IonIdea. The Company currently uses professional services and equipment provided by IonIdea. For
additional information, please see
Certain Relationships and Related Transactions.
7
Code of Business Conduct and Ethics
The Board of Directors has adopted a code of ethics designed, in part, to deter wrongdoing and
to promote honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships, full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files with or submits to
the Securities and Exchange Commission and in the Companys other public communications, compliance
with applicable governmental laws, rules and regulations, the prompt internal reporting of
violations of the code to an appropriate person or persons, as identified in the code, and
accountability for adherence to the code. The code of ethics applies to all directors, executive
officers and employees of the Company. The Company will provide a copy of the code to any person
without charge, upon request to Ms. Jeannie Lovastik, Human Resources Generalist by calling (212)
979-8228 or by writing to Helios & Matheson North America Inc., 200 Park Avenue South, Suite 901,
New York, NY 10003, Attention: Ms. Jeannie Lovastik.
The Company intends to disclose any amendments to or waivers of its code of ethics as it
applies to directors or executive officers by filing them on Form 8-K.
8
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has recommended to the Board of Directors of the
Company the selection of Mercadien, P.C. to be the independent auditor of the Company for the year
ending December 31, 2010.
Mercadien has served as the principal accountant for the Company since April 7, 2005.
Audit Fees
For the years ended December 31, 2009 and 2008, the aggregate fees paid or expected to be paid
to Mercadien, P.C. for the audit of the Companys financial statements for such years and the
review of the Companys interim financial statements were $123,500 and $151,520, respectively.
Audit-Related Fees
During the years ended December 31, 2009 and 2008, there were no audit-related fees paid to
Mercadien, P.C.
Tax Fees
For the years ended December 31, 2009 and 2008, the aggregate fees paid or expected to be paid
to Mercadien, P.C. for tax compliance, tax advice and tax planning services were $25,000 and
$25,000, respectively.
All Other Fees
During the years ended December 31, 2009 and 2008, there were no fees paid to Mercadien, P.C.
for professional services other than audit, audit-related and tax services.
Audit Committee Policies and Procedures
The Audit Committee reviews the independence of the Companys auditors on an annual basis and
has determined that Mercadien, P.C. is independent. In addition, the Audit Committee pre-approves
all work and fees, which are performed by the Companys independent auditor.
9
Report of the Audit Committee of the Board of Directors
The following is the report of the Audit Committee with respect to the Companys audited
financial statements for the fiscal year ended December 31, 2009. The information contained in this
report shall not be deemed to be soliciting material or to be filed with the Securities and
Exchange Commission, nor shall such information be incorporated by reference into any future filing
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that the Company specifically incorporates it by reference in such filing.
REVIEW WITH MANAGEMENT. The Audit Committee has reviewed and discussed the Companys audited
financial statements with management.
REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS. The Audit Committee has discussed with
Mercadien P.C., the Companys independent accountants for the fiscal year ended December 31, 2009,
the matters required to be discussed by SAS 61 (Communication With Audit Committees), as amended by
SAS 90 (Audit Committee Communications) that includes, among other items, matters related to the
conduct of the audit of the Companys financial statements. The Audit Committee has received from
Mercadien P.C. the required written communication, as required by Independence Standards Board
Standard No. 1 (that relates to the accountants independence from the Company and its related
entities), and has discussed with the independent audit firm, that firms independence.
CONCLUSION. Based on the review and discussions with management and Mercadien P.C. referred to
above, the Audit Committee recommended to the Board of Directors that the Companys audited
financial statements be included in the Companys Annual Report of Form 10-K for the fiscal year
ended December 31, 2009.
AUDIT COMMITTEE:
Daniel L. Thomas, Chairman
Rabin K. Dhoble
Shri S. Jambunathan
10
Accountants Attendance at the Annual Meeting
A representative of Mercadien, P.C., the independent accountants of the Company for the year
ending December 31, 2009, is expected to be present at the Annual Meeting. The representative will
be given the opportunity to make a statement at the Annual Meeting and is expected to be available
to respond to appropriate questions.
Voting Requirements to Adopt the Proposal
The affirmative vote of the holders of a majority of the holders entitled to vote and that
voted for or against or expressly abstained at the Annual Meeting, is required to approve Proposal
2. Pursuant to the Sarbanes-Oxley Act of 2002, the Audit Committee has the sole right to appoint
the Companys independent auditor and the appointment of the independent auditor is not contingent
upon obtaining shareholder approval. However, the Board of Directors is affording the Companys
shareholders the opportunity to express their opinions with regard to the selection of the
Companys auditors for fiscal year 2010. This vote is neither required nor binding, but is being
solicited by the Board of Directors in order to determine if shareholders would approve the Audit
Committees selection. If this Proposal does not receive the affirmative vote of a majority of the
votes cast for this Proposal at the Annual Meeting, in person or by proxy, the Audit Committee will
take such vote into consideration in determining whether to retain its independent auditor.
Notwithstanding its selection, the Audit Committee, in its discretion, may appoint another
independent registered public accounting firm at any time during the year if the Audit Committee
believes that such a change would be in the best interest of the Company.
Recommendation
The Board of Directors recommends that the shareholders
RATIFY
the selection of Mercadien,
P.C. to be the independent auditor of the Company for the year ending December 31, 2010.
11
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of common stock beneficially owned as of
April 30, 2010 by (i) each of the Companys directors, (ii) each of the executive officers named in
the Summary Compensation Table, (iii) all directors and executive officers of the Company as a
group and (iv) each person known by the Company to own beneficially more than 5% of the common
stock. As of April 30, 2010, 3,086,362 shares of the Companys common stock were outstanding.
Unless otherwise indicated in the table below, the address of each shareholder is c/o Helios &
Matheson North America Inc., 200 Park Avenue South, Suite 901, New York, NY 10003.
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Common Stock
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Beneficially Owned
(1)
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Number of
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Percent of
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Name
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Shares
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Ownership
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Helios and Matheson Information Technology Ltd.
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2,142,868
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(2)
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69
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%
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Salvatore M. Quadrino, Interim CEO and CFO
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15,000
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(3)
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*
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Srinivasaiyer S. Jambunathan, Chairman and Director
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250
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(4)
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*
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Daniel L. Thomas, Director
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500
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(5)
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*
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Rabin K. Dhoble, Director
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500
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(6)
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*
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Kishan Grama Ananthram, Director
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250
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(7)
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*
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Divya Ramachandran, Director
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250
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(8)
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*
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All Directors and Executive Officers as a group (8
Persons)
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16,750
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(9)
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1
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%
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(1)
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As used in the tables above, beneficial ownership means the sole or shared power
to vote or direct the voting or to dispose or direct the disposition of any security. A
person is deemed to have beneficial ownership of any security that such person has a right
to acquire within 60 days of April 30, 2010. Any security that any person named above has the
right to acquire within 60 days is deemed to be outstanding for purposes of calculating the
ownership of such person but is not deemed to be outstanding for purposes of calculating the
ownership percentage of any other person. Unless otherwise noted, the Company believes each
person listed has the sole power to vote, or direct the voting of, and power to dispose, or
direct the disposition of, all such shares. The table is based upon information supplied by
officers, directors and principal stockholders and Schedules 13D and 13G, if any, filed with
the Securities and Exchange Commission.
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(2)
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Helios and Matheson Information Technology Ltd.s, principal executive offices are
located at #9 Nungambakkam High Road, Chennai 600034 India.
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(3)
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Consists of 15,000 shares of common stock issuable upon exercise of currently
exercisable options.
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(4)
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Consists of 250 shares of common stock issuable upon exercise of currently
exercisable options.
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(5)
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Consists of 500 shares of common stock issuable upon exercise of currently
exercisable options.
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(6)
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Consists of 500 shares of common stock issuable upon exercise of currently
exercisable options.
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(7)
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Consists of 250 shares of common stock issuable upon exercise of currently
exercisable options.
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(8)
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Consists of 250 shares of common stock issuable upon exercise of currently
exercisable options.
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(9)
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Includes 16,750 shares of common stock that may be acquired upon the exercise
of currently exercisable options.
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*
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Indicates less than 1%.
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12
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors,
executive officers and certain beneficial owners of the Companys equity securities (the Section
16 Reporting Persons) to file with the SEC reports regarding their ownership and changes in
ownership of the Companys equity securities. The Company believes that, during fiscal year 2009,
its Section 16 Reporting Persons complied with all Section 16(a) filing requirements except that
Helios and Matheson Parent filed one transaction late on a Form 4 filed in 2010.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons, Promoters and Certain Control Persons
On September 4, 2008, the Company entered into a Statement of Work with IonIdea, Inc. to
provide certain professional services, workstation facilities and communication equipment to the
Company and its wholly-owned subsidiary Helios & Matheson Global Services Private Limited. The
Statement of Work commenced on August 1, 2008, and continues through July 31, 2010. Prior to
September 4, 2008, the Company had been using the same professional services, workstation
facilities and communication equipment from IonIdea without a contract since July 1, 2007. Kishan
Grama Ananthram, a member of the Companys Board of Directors, is the Chief Executive Officer of
IonIdea and Mr. Ananthram and his spouse own all of the outstanding capital stock of IonIdea. The
total amount paid to IonIdea is based upon the number of Company employees using workstation
facilities and communication equipment and, from January 1, 2009 through December 31, 2009, the
amount paid to IonIdea was $156,661. Approximately, thirteen Company employees currently use
IonIdea workstation facilities and communication equipment.
Helios and Matheson Parent, an IT services organization with corporate headquarters in
Chennai, India is the owner of approximately 69% of the Companys outstanding common stock. Helios
and Matheson Parent is the only parent of the Company.
On November 18, 2009, the Company entered into a private placement securities purchase
agreement with Helios and Matheson Parent, pursuant to which Helios and Matheson Parent purchased
689,655 shares of the Companys common stock at a price of $1.45 per share, equal to the closing
bid price of the Companys common stock on November 20, 2009, for a total investment of $1,000,000.
The investment by Helios and Matheson Parent was part of a plan submitted by the Company to NASDAQ
to regain compliance with The NASDAQ Capital Markets minimum shareholders equity requirement.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
As the holder of approximately 69% of the Companys outstanding voting securities, Helios and
Matheson Parent will have significant influence on matters requiring shareholder approval, and will
control matters which require only majority shareholder approval which includes the election of
directors and approval of certain corporate transactions.
Helios and Matheson Parent does not have any contractual rights to appoint directors or
officers of the Company or to cause the resignation of any existing Company directors or officers.
13
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The following compensation discussion and analysis summarizes the Companys philosophy and
objectives regarding the compensation of its named executive officers, including how the Company
determines elements and amounts of executive compensation. The following discussion and analysis
should be read in connection with the tabular disclosures regarding the compensation of the
Companys named executive officers for the fiscal year ended December 31, 2009.
In this section, we will discuss the details of the Companys compensation program as it
relates to (i) the Companys interim Chief Executive Officer and Chief Financial Officer and (ii)
the Companys former Chief Operating Officer. These two individuals were the only executive
officers of the Company during fiscal year 2009. We will refer to these two persons throughout
this discussion with regards to compensation as named executive officers. These named executive
officers were deemed to be the only key employees of the Company and their performance had or has
the potential to substantially impact the short-and long-term success of the Company.
Effective February 23, 2009, the Board of Directors of the Company and Mr. Prude, the
Companys former Chief Operating Officer, agreed that Mr. Prude would be terminating his employment
with the Company and that his responsibilities would be redistributed to the remaining members of
the Companys senior management team. Under the terms of Mr. Prudes employment agreement, his
final day with the Company was April 30, 2009. As of May 1, 2009, the Company had only one
executive officer.
The Compensation Committee (the Committee) was established by the Board of Directors to
appoint, promote and administer compensation packages for executive officers of the Company. The
Committee may delegate its authority to subcommittees or the Chairman of the Committee when it
deems it appropriate and in the best interests of the Company.
Compensation Objectives
The Companys executive officer compensation program is intended, consistent with the
Companys economic position and budget, to attract and retain highly qualified professionals who
will assist the Company in meeting its financial and strategic goals. By offering competitive
compensation, the Company seeks to promote a long-term commitment from its executive officers.
Currently, there is only one executive officer, Mr. Quadrino, which the Board of Directors
considers to be in the current best interests of the Company. The primary goals of the Companys
compensation program are to:
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align long-term interests of executives with shareholders;
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reward individual performance while maintaining cost efficiency;
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improve overall business performance; and
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develop mutually beneficial long-term relationships between executive officers and the
Company.
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The Company has historically sought to accomplish these objectives through a combination of
base salary, long-term incentive compensation (stock options), cash bonuses and certain limited
perquisites. (In fiscal year 2009, the only compensation paid to the Companys named executive
officers was base salary to Mr. Quadrino and base salary, severance and car allowance to Mr.
Prude.)
14
Compensation Process
At the end of each year, the Committee reviews and assesses the effectiveness of the past
compensation criteria and approves the policies and plans for the next fiscal year. The Committee
takes into consideration the performance of each of the executive officers and measures such
individual performance against the performance level of the Company. The executive officers from
time to time have had meetings with the Committee to discuss their compensation plan and
performance. There may be occasions where the Committee requests to meet with the executive
officer to gain clarification with regards to the fulfillment of certain performance criteria.
The Committee uses its discretion in determining compensation levels as there are no set
guidelines for compensation. In determining the amount of compensation for the executive officers,
the Committee may seek information from Human Resources on current market evaluations. Subject to
approval from the full Board of Directors, the Committee makes the final decisions on executive
compensation plans.
Primary Elements of Compensation
The Companys compensation program has historically included both short and long term
compensation in the form of base salary, long-term incentive compensation (stock options), cash
bonuses and perquisites as detailed below.
Base Salary
.
The Committee utilizes its knowledge and general experience of the industry to
determine the base salaries for its executive officers. Competitive salary levels are influenced
by such factors as professional experience, accomplishments, duties, market comparisons and
individual performance. The Companys named executive officers primary source of compensation is
derived from base salary. The base salaries paid in 2009 to the Companys named executive officers
reflect a reduction from the base salaries paid in 2008. Base salaries were reduced in 2009 due to
the impact the recent economic crisis has had on the Companys results of operations.
Long-Term Incentive Compensation
.
The Compensation Committee in its discretion may award
stock options to the Companys executive officers as a part of their initial compensation plan and
upon annual review of their individual performance. The exercise price per share of a stock option
is established by the Committee but may not be less than the fair market value of a share of common
stock as of the date of grant. The aggregate fair market value of the shares of common stock with
respect to which incentive stock options are exercisable for the first time by an individual to
whom an incentive stock option is granted during any calendar year may not exceed $100,000.
There were no stock options awarded to the Companys named executive officers during the fiscal
year ended December 31, 2009.
Cash Bonus
.
The Committee in its discretion may award cash bonuses to the Companys executive
officers based upon an annual review of the Companys overall performance, individual performance
and available cash resources. There were no cash bonuses awarded to the Companys named executive
officers for the fiscal year ended December 31, 2009.
Retirement Plans
.
The Companys compensation program includes a tax deferred savings plan.
The Companys named executive officers can participate in the Companys 401(k) Tax Deferred Savings
Plan (the 401(k) plan). For 2009, contributions can be made for up to 70% per pay cycle with an
annual cap of $16,500. In addition, for those individuals over the age of 50, a Catch-Up
Deferral contribution can be made up to but not exceeding $5,500. The Company does not offer a
matching contribution for any of its employees. The named executive officers participate in the
401(k) plan on the same terms as all other employees.
Perquisites and Other Benefits
.
In comparison to base salary, perquisites and other benefits
represent only a small portion of the named executive officers compensation. The only perquisite
available to the Companys named executive officers is the use of a company car or an automobile
allowance. (In fiscal year 2009, the Companys only current executive officer, Mr. Quadrino, had
use of a Company car.) The Committee has approved this perquisite and other benefits as reasonable
components of the Companys executive officer compensation.
Employment Agreements
The Company has entered into employment agreements with its named executive officers as
described below under Director and Executive Compensation Employment Agreements and Potential
Post-Employment Payments and Benefits.
15
Impact of Tax and Accounting
As a general matter, the Committee considers the various tax and accounting implications of
compensation vehicles employed by the Company.
Section 162(m) of the Internal Revenue Code (Section 162(m)) generally prohibits any
publicly held corporation (with certain exceptions) from taking a federal income deduction for
compensation paid in excess of $1 million in any taxable year to the Chief Executive Officer and
the next three highest compensated officers (other than the Chief Financial Officer). Exceptions
include qualified performance-based compensation that is approved by independent directors within
the meaning of Section 162(m). In 2009, the Company did not make any compensation payments or
grants of equity that would cause it to lose its deduction under Section 162(m).
When determining amounts of long-term incentive award grants to executives and employees, the
Committee examines the accounting cost associated with the grants. Under Statement of Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718),
grants of options, restricted stock, restricted stock units and other share-based payments result
in an accounting charge for the Company. The accounting charge is equal to the grant date fair
value of the instruments being issued. For restricted stock, the cost is equal to the fair value
of the stock on the date of grant multiplied by the number of shares granted. For options, the
cost is equal to the Black-Scholes value on the date of grant multiplied by the number of shares
granted. This expense is amortized over the requisite service period, or vesting period of the
instruments. Option grants and awards of performance-based restricted stock are intended to
qualify as performance-based compensation under Section 162(m). There were no long-term incentive
award grants made in fiscal year 2009.
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Executive Officer
(1)
The Companys executive officer, age and positions as of April 30, 2010 are:
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Name
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Age
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Title
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Salvatore M. Quadrino
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63
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Interim Chief Executive Officer and Chief Financial Officer
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(1)
|
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Effective February 23, 2009, the Board of Directors of the Company and Mr. Prude,
the former Chief Operating Officer of the Company, agreed that Mr. Prude would terminate his
employment with the Company and that his responsibilities would be redistributed to the
remaining members of the Companys senior management team. Under the terms of Mr. Prudes
employment agreement, which is described below under Employment Agreements and Potential
Post-Employment Payments and Benefits, his final day with the Company was April 30, 2009.
Mr. Prude was entitled to nine months of severance totaling $155,250 which was paid out
monthly beginning May 2009. As of May 1, 2009, the Company had only one executive officer.
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16
Salvatore M. Quadrino
has been the Chief Financial Officer of the Company since May 1, 2006
and Secretary from April 26, 2006. In addition, on May 9, 2008, the Company offered and Mr.
Quadrino accepted the position of interim Chief Executive Officer of the Company. From January
2004 through May 1, 2006, Mr. Quadrino served as an independent consultant providing finance and
accounting solutions to clients as either interim Chief Financial Officer or Project Manager. From
2002 to 2004, Mr. Quadrino served as Chief Financial Officer for Con Edison Communications, Inc.
From 2000 to 2001 Mr. Quadrino served as the Chief Financial Officer for Submit Order Inc. Prior
to 2000, Mr. Quadrino served as Chief Financial Officer for Medical Logistics Inc., COVISTA
Communications Inc. and Erols Internet, Inc. From 1990 to 1996, Mr. Quadrino was employed by
Suburban Propane Partners LP, initially as Chief Financial Officer, then as President and Chief
Executive Officer. In his role as President and Chief Executive Officer, Mr. Quadrino led Suburban
Propane in its successful initial public offering and listing on the New York Stock Exchange. Mr.
Quadrino is a Certified Public Accountant.
17
Summary Compensation Table for 2009 and 2008
The following table sets forth certain information regarding compensation for services
rendered in all capacities during the years ended December 31, 2009 and 2008 by our named executive
officers. There were no stock options awarded to the Companys named executive officers during
2009 or 2008.
Summary Compensation Table for 2009 and 2008
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Non-Equity
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Options
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Incentive Plan
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All Other
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Name and Principal Position
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Year
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Salary
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Awards
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Compensation
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Compensation
(a)
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Total
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|
Salvatore M. Quadrino
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|
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|
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|
|
|
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|
Interim Chief Executive
Officer
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|
|
2009
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|
|
$
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220,000
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|
|
$
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|
|
|
$
|
|
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|
$
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|
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|
$
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220,000
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and Chief Financial
Officer
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|
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2008
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|
|
$
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233,333
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(1)
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|
$
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|
|
|
$
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|
|
|
$
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|
|
|
$
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233,333
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|
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Michael Prude
(2)
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Former Chief Operating Officer
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|
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2009
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|
|
$
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69,000
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|
|
$
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|
|
|
$
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|
|
|
$
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170,794
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(3)
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$
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239,794
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2008
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|
|
$
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237,000
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|
$
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|
|
|
$
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75,973
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(4)
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$
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12,000
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|
|
$
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324,973
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(a)
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Includes payments with respect to car allowance and severance.
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(1)
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Includes (i) a prorated portion ($60,000) from January 1, 2008 through April
30, 2008 of an annual salary of $180,000, (ii) a prorated portion ($133,333) from May 1, 2008
through December 31, 2008 of an annual salary of $200,000 for Mr. Quadrinos role as Chief
Financial Officer and (iii) a prorated portion ($40,000) from May 1, 2008 through December 31,
2008 for Mr. Quadrinos additional role as Interim Chief Executive Officer.
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(2)
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Effective February 23, 2009, the Board of Directors of the Company and Mr. Prude,
the former Chief Operating Officer of the Company, agreed that Mr. Prude would terminate his
employment with the Company and that his responsibilities would be redistributed to the
remaining members of the Companys senior management team. Under the terms of Mr. Prudes
employment agreement, which is described below under Employment Agreements and Potential
Post-Employment Payments and Benefits, Mr. Prudes final day with the Company was April 30,
2009. Mr. Prude was entitled to nine months of severance totaling $155,250 which was paid out
monthly beginning May 2009. As of May 1, 2009, the Company had only one executive officer.
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(3)
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Includes severance payments totaling $155,250, a payment with respect to
unused vacation and sick pay totaling $11,544 and payments with respect to a car allowance
totaling $4,000.
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(4)
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Includes $75,973 earned from sales commission.
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18
Option Exercises for 2009
Aggregated Option Exercises in Fiscal Year Ended December 31, 2009 and Fiscal Year End Option Values
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Number of Securities
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Underlying Unexercised
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|
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Value of Unexercised In-
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Shares
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Options Held at
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|
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the-Money Options at
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Acquired on
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December 31, 2009
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December 31, 2009
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Name
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Exercise
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|
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Value Realized
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|
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Exercisable/Unexercisable
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Exercisable/Unexercisable
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Salvatore M.
Quadrino
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|
|
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15,000/5,000
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$
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0/$0
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Michael Prude
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0/0
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$
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0/$0
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Outstanding Equity Awards at 2009 Fiscal Year End
The following table provides certain information about all equity compensation awards held by
the named executive officers as of December 31, 2009.
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Option Awards
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Number of
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Number of
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Securities
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Securities
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Underlying
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Underlying
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Unexercised
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Option
|
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|
Option
|
|
|
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Unexercised
|
|
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Unearned
|
|
|
Grant
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|
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Exercise
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|
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Expiration
|
|
Name
|
|
Options
|
|
|
Options (a)
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|
|
Date
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|
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Price
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|
|
Date
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|
|
Salvatore M.
Quadrino
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|
|
15,000
|
|
|
|
5,000
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|
|
|
5/1/2006
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|
|
$
|
5.82
|
|
|
|
5/1/2016
|
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Michael Prude
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(a)
|
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Option Awards vest as follows:
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Vesting Date
May 1,
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|
Name
|
|
2010
|
|
Salvatore M. Quadrino
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|
|
5,000
|
|
Michael Prude
|
|
|
|
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19
Employment Agreements and Potential Post-Employment Payments and Benefits
Mr. Quadrino is the only named executive officer with an effective employment agreement. On
May 9, 2008, the Company entered into an amended employment agreement with Mr. Quadrino (the
Amended Quadrino Agreement) whereby Mr. Quadrino continues to be employed as the Chief Financial
Officer of the Company. In addition, the Company offered and Mr. Quadrino accepted the position of
interim Chief Executive Officer of the Company. Mr. Quadrino also serves as the Secretary of the
Company.
The Amended Quadrino Agreement automatically renews for subsequent one-year terms unless and
until the agreement is terminated by either party with at least 30 days notice. The Amended
Quadrino Agreement provides Mr. Quadrino with an annual base salary, currently $220,000, for his
role as interim Chief Executive Officer and Chief Financial Officer. In addition to his annual
base salary, Mr. Quadrino is eligible to receive a performance-based bonus, to continue to
participate in the Companys stock option and award plan and to continue to use a Company car.
The Amended Quadrino Agreement provides that in the event Mr. Quadrinos employment is
terminated by the Company without Cause (as defined in the Amended Quadrino Agreement), death or
disability or by Mr. Quadrino for Sufficient Reason, (as defined in the Amended Quadrino
Agreement), Mr. Quadrino will receive a severance allowance in an amount equal to six months of Mr.
Quadrinos then current base salary. In the event the Company terminates Mr. Quadrino without
cause within six months after the appointment of a new Chief Executive Officer, Mr. Quadrino will
receive an additional severance allowance in an amount equal to three months of Mr. Quadrinos then
current base salary. The Amended Quadrino Agreement includes a one-year non-compete covenant
commencing on termination of employment.
On July 1, 2007, the Company entered into an employment agreement with its now former Chief
Operating Officer, Mr. Prude (the Prude Employment Agreement). Pursuant to the Prude Employment
Agreement, Mr. Prude received severance payments as set forth in the Summary Compensation Table on
page 18. Under the Prude Employment Agreement, in the event of a termination by the Company
without cause, or due to death or disability or by Mr. Prude for Sufficient Reason, as defined in
the Prude Employment Agreement, Mr. Prude was eligible to receive a severance allowance in an
amount equal to nine months of his then current base salary. The agreement includes a one year
non-compete covenant commencing on termination of employment.
The following table sets forth the potential payments to Mr. Quadrino if termination of his
employment or a change in control of the Company had occurred on December 31, 2009. The values in
this table reflect estimated payments associated with various termination scenarios. The table
does not include Mr. Prude who was not an executive officer as of December 31, 2009 and whose
severance payments are included in the Summary Compensation Table on page 18.
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|
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Termination
|
|
|
Termination with
|
|
|
|
|
|
|
|
Benefits and Payments
|
|
without cause or
|
|
|
cause or for
|
|
|
Change in
|
|
|
Death or
|
|
upon Termination
|
|
for good reason
(a)
|
|
|
good reason
|
|
|
control
|
|
|
Disability
(a)
|
|
Salvatore M. Quadrino
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance payment
|
|
$
|
110,000
|
(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
110,000
|
|
Stock options
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
110,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
These represent rights that Mr. Quadrino would have under his employment
agreement discussed in more detail above.
|
|
(1)
|
|
In the event the Company terminates Mr. Quadrino without cause within six
months after the appointment of a new Chief Executive Officer, Mr. Quadrino is entitled to
an additional severance allowance in an amount equal to three months of Mr. Quadrinos
then-current base salary.
|
|
(2)
|
|
In accordance with Mr. Quadrinos employment agreement, upon termination,
20,000 stock options become immediately vested and exercisable at an exercise price of $5.82.
Because the closing stock price on December 31, 2009 was $0.71, there was no value associated
with such accelerated vesting.
|
20
Director Compensation
The following table sets forth certain information regarding compensation for services
rendered by the Companys directors during fiscal year ended December 31, 2009. During fiscal year
2009, there were no stock awards granted to directors and no other compensation was earned
(including in the form of nonqualified deferred compensation earnings).
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
or Paid in
|
|
Name
|
|
Cash
(a)
|
|
|
Srinivasaiyer Jambunathan
|
|
$
|
24,000
|
|
|
Daniel L. Thomas
|
|
$
|
24,000
|
|
|
Rabin K. Dhoble
|
|
$
|
24,000
|
|
|
Kishan Grama Ananthram
|
|
$
|
24,000
|
|
|
Divya Ramachandran
|
|
$
|
24,000
|
|
|
|
|
(a)
|
|
Each director received non-employee directors compensation of $6,000 per
quarter during 2009. Each director is reimbursed for travel and other reasonable expenses
incurred as related to the business of the Company.
|
21
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Exchange Act, proposals by Shareholders that are intended for
inclusion in our proxy statement and proxy card and to be presented at our next annual meeting must
be received by us no later than the close of business on January 1, 2011 in order to be considered
for inclusion in our proxy materials relating to the next annual meeting. Such proposals shall be
addressed to our interim Secretary at our corporate headquarters and may be included in next years
annual meeting proxy materials if they comply with rules and regulations of the Securities and
Exchange Commission (SEC) governing stockholder proposals.
If a shareholder chooses not to include a proposal in our proxy pursuant to Rule 14a-8 of the
Exchange Act, notice of the proposal must be received by the Company no later than March 15, 2011,
otherwise the proxies may vote on the proposal in the manner they believe is appropriate, in
accordance with SEC rules.
OTHER BUSINESS
The Board of Directors of the Company is not aware of any other matters to come before the
Annual Meeting. If any other matter should come before the meeting, the persons named in the
enclosed proxy intend to vote the proxy according to their best judgment.
MULTIPLE SHAREHOLDERS SHARING ONE ADDRESS
In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be
delivered to two or more shareholders who share an address, unless we have received contrary
instructions from one or more of the shareholders. We will deliver promptly upon written or oral
request a separate copy of the proxy statement to a shareholder at a shared address to which a
single copy of the proxy statement was delivered. Requests for additional copies of the proxy
statement, and requests that in the future separate proxy statements be sent to shareholders who
share an address, should be directed to Helios & Matheson North America Inc., Attn: Ms. Roxanne
Weisbrot, 200 Park Avenue South, Suite 901, New York, New York 10003, (212) 979-8228. In addition,
shareholders who share a single address but receive multiple copies of the proxy statement may
request that in the future they receive a single copy by contacting us at the address and phone
number set forth in the prior sentence.
22
A COPY OF THE 2009 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS PROXY STATEMENT. COPIES OF
THE COMPANYS FORM 10-K REPORT FOR FISCAL YEAR 2009, INCLUDING EXHIBITS, CONTAINING INFORMATION ON
OPERATIONS AND THE COMPANYS FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, ARE AVAILABLE UPON WRITTEN REQUEST WITHOUT CHARGE FOR
REQUESTORS WHO INCLUDE IN THEIR WRITTEN REQUEST A GOOD FAITH REPRESENTATION THAT, AS OF APRIL 30,
2010, SUCH REQUESTOR WAS A BENEFICIAL OWNER OF THE COMPANYS COMMON STOCK. PLEASE WRITE TO:
HELIOS & MATHESON NORTH AMERICA INC.
200 PARK AVENUE SOUTH
SUITE 901
NEW YORK, NY 10003
ATTENTION: ROXANNE WEISBROT, INTERIM SECRETARY
COPIES MAY ALSO BE OBTAINED WITHOUT CHARGE THROUGH THE SECS WORLD WIDE
WEB SITE AT http://www.sec.gov
23
Choose
MLink
SM
for fast, easy and secure 24/7 online access to your future proxy
materials, investment plan statements, tax documents and more. Simply log on to
Investor ServiceDirect
®
at
www.bnymellon.com/shareowner/isd
where step-by-step instructions will
prompt you through enrollment.
Important notice
regarding the Internet availability of proxy materials for the Annual Meeting of
Shareholders:
The Proxy Statement, Annual Report and other Proxy Materials are available at:
http://www.hmna.com
6
FOLD AND DETACH
HERE
6
HELIOS & MATHESON NORTH AMERICA INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Srinivasaiyer Jambunathan,
Chairman of, and Salvatore M. Quadrino, interim Chief Executive Officer of, Helios & Matheson North
America Inc., a Delaware corporation (the Company) and each of them as proxy for the undersigned, with full power of
substitution, for and in the name of the
undersigned to act for the undersigned and to vote, as designated below, all of the shares of common stock, $0.01 par value per
share, of the Company that the undersigned is
entitled to vote at the 2010 Annual Meeting of Shareholders of the Company, to be held on May 20, 2010, at 10:00 a.m. (local time), at the Companys headquarters located at 200
Park Avenue South, Suite 901, New York, New York 10003 and at any adjournments or postponements thereof, in accordance with the directions as follows with respect to the
following matters (and with discretionary authority as to any and all other):
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF YOU SIGN AND RETURN THIS PROXY WITHOUT GIVING
ANY INSTRUCTION, THIS PROXY WILL BE VOTED
FOR
THE ELECTION OF ALL OF THE NOMINEES NAMED BELOW AND FOR ALL OTHER PROPOSALS OR OTHERWISE IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD OF DIRECTORS.
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Address Change/Comments
(Mark the corresponding box on the reverse side)
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BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
(Continued and to be
marked, dated and signed, on the other side)
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WO#
74074
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HELIOS & MATHESON
NORTH AMERICA INC.
WO#
74074
6
FOLD AND DETACH HERE
6
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
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Please mark your votes as
indicated in this example
|
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x
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FOR ALL NOMINEES
listed below
(except as marked
to the contrary below)
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WITHHOLD
AUTHORITY
to vote for all
nominees listed below
|
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*EXCEPTIONS
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FOR
|
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AGAINST
|
|
ABSTAIN
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1. Election of Directors
Nominees:
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o
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o
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o
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|
2.
|
To ratify the appointment of Mercadien P.C., as independent
public accounting firm of the Company for the fiscal year
ending December 31, 2010.
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o
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o
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o
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01 Srinivasaiyer Jambunathan
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02 Daniel L. Thomas
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3.
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In his or her discretion, the proxy is authorized to vote upon such other matters as
may properly come before the meeting.
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03 Rabin K. Dhoble
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04 Kishan Grama Ananthram
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05 Divya Ramachandran
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(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
Exceptions box and write that nominees name in the space provided below.)
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*Exceptions
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Mark Here for
Address Change
or Comments
SEE REVERSE
|
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o
|
NOTE: Please sign exactly as the name appears on this card.
When shares are held by two or more persons, both should sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by authorized person.