We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Spero Therapeutics Inc | NASDAQ:SPRO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.025 | 1.55% | 1.635 | 1.63 | 1.64 | 1.6494 | 1.62 | 1.63 | 55,678 | 18:53:27 |
|
|
(Mark One)
|
|
ý
|
Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
|
|
|
For the fiscal year ended December 31, 2013
|
|
|
|
or
|
|
|
|
o
|
Transition Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
|
|
|
|
|
SMARTPROS LTD.
|
|
|
|
|
(Name of Registrant in its Charter)
|
|
|
|
|
|
|
|
Delaware
|
|
|
13-4100476
|
|
|
|
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
12 Skyline Drive, Hawthorne, New York 10532
|
|
(Address of Principal Executive Office) (Zip Code)
|
|
914-345-2620
|
|
Issuer’s Telephone Number Including Area Code
|
|
|
|
|
|
|
|
Title of Each Class
|
|
|
Name of Each Exchange on Which Registered
|
|
|
|
|
|
|
|
Common Stock, par value $.0001 per share
|
NASDAQ Capital Market
|
|
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
Yes
o
No
þ
|
|
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
|
Yes
o
No
þ
|
|
|
|
Large accelerated filer
o
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
þ
|
|
|
|
|
|
|
|
PART III
|
|
|
Item 10.
|
Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14
|
Principal Accountant Fees and Services
|
|
|
|
|
Exhibits Index
|
|
|
Item 10.
|
Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act.
|
Name
|
Age
|
|
Position
|
|
|
|
|
Allen S. Greene
|
67
|
|
Chief Executive Officer, Chairman of the Board and Class III Director, Chairman and Chief Executive Officer of SmartPros Legal and Ethics, Ltd., Skye Multimedia Ltd. and Loscalzo Associates, Ltd., and Chairman of iReflect, LLC
|
|
|
|
|
Jack Fingerhut
|
63
|
|
President and Class II Director
|
|
|
|
|
Stanley P. Wirtheim
|
64
|
|
Chief Accounting and Financial Officer, Treasurer and Chief Financial Officer of iReflect, LLC
|
|
|
|
|
Joseph R. Fish
|
48
|
|
Chief Technology Officer
|
|
|
|
|
Leonard J. Stanley
|
59
|
|
Class III Director
|
|
|
|
|
Martin H. Lager
|
62
|
|
Class I Director
|
|
|
|
|
John J. Gorman
|
59
|
|
Class I Director
|
|
|
|
|
Karen S. Stolzar
|
65
|
|
Vice-President and Secretary
|
|
|
|
|
Significant Employees
|
|
|
|
|
|
|
|
Seth Oberman
|
49
|
|
President of Skye Multimedia, Inc. and iReflect, LLC
|
|
|
|
|
Stacey Painter(1)
|
48
|
|
President of Loscalzo Associates, Ltd.
|
|
|
|
|
Michael Fowler
|
50
|
|
Executive Vice President of Business Development
|
•
|
Mr. Greene’s professional experience and knowledge of our business and operations provides a critical link between management and the Board, enabling the board to provide its oversight function with the benefit of management’s perspective of the business.
|
•
|
Mr. Fingerhut’s knowledge of our business and background with the company as a founder and a director on the Board since 1981 provides the Board with valuable leadership skills and insight into our business.
|
•
|
Mr. Gorman’s knowledge and understanding of securities regulations, and extensive knowledge, background and experience in both the financial services and legal sectors, which represents a substantial portion of our business, qualifies him to serve as one of our directors.
|
•
|
Mr. Lager’s background and knowledge as a practicing certified public accountant provides the Board with the financial expertise it needs and valuable insight into the continuing educational needs and preferences of the accounting profession.
|
•
|
Mr. Stanley’s professional experience gained as a certified public accountant and a senior manager in the financial services industry provides the Board with financial expertise and insight of the financial services industry.
|
Item 11.
|
Executive Compensation
|
Name and Principal Position
(a)
|
|
Year
(b)
|
|
Salary
(c)
|
|
Bonus
(d)(1)
|
|
Stock Awards
(e)(2)
|
|
Option Awards
(f)(2)
|
|
All Other Comp
(i)(3)
|
|
Total
(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allen S. Greene,
Chief Executive Officer |
|
2013
2012
|
|
$355,000
$350,000
|
|
$ -
$ -
|
|
$22,050(4)
$ -
|
|
$12,200(7)
$ -
|
|
$43,769
$41,204
|
|
$433,019
$391,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Fingerhut,
President |
|
2013
2012
|
|
$227,000
$225,000
|
|
$ -
$ -
|
|
$ 8,820(5)
$ -
|
|
$ 2,400(8)
$ -
|
|
$24,207
$23,517
|
|
$262,427
$248,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Fish
Chief Technology Officer |
|
2013
2012
|
|
$207,000
$205,000
|
|
$ -
$ -
|
|
$ 7,350(6)
$ -
|
|
$ 2,000(9)
$ -
|
|
$27,826
$26,183
|
|
$244,176
$231,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
No cash bonuses were awarded in 2012 or 2013.
|
(2)
|
Represents the aggregate grant-date fair value of the awards computed in accordance the Financial Accounting Standards Board (FASB) Accounting Standards Codified Topic 718 ("FASB ASC Topic 718"). The assumptions underlying the valuation of equity awards are set forth in footnote# 6 of our financial statements, included in the Annual Report on Form 10-K provided with this Proxy Statement.
|
(3)
|
Car allowance (net of taxable portion) or payment, and medical and long-term disability insurance.
|
(4)
|
Represents the grant-date fair value on an aggregate of 15,000 Common Shares awarded on February 5, 2013 of which (i) 7,500 shares vest in two equal installments on February 1, 2014 and 2015.
|
(5)
|
Represents the grant-date fair value on an aggregate of 6,000 Common Shares awarded on February 5, 2013, all of which vest on February 1, 2016.
|
(6)
|
Represents the grant-date fair value on an aggregate of 5,000 Common Shares awarded on February 5, 2013, all of which vest on February 1, 2016.
|
(7)
|
Represents the grant-date fair value on an option awarded on February 5, 2013 exercisable for 15,000 Common Shares at an exercise price of $1.47 and vest in two equal installments on February 1, 2014 and 2015.
|
(8)
|
Represents the grant-date fair value on an option awarded on February 5, 2013 exercisable for 6,000 Common Shares at an exercise price of $1.47, all of which vest on February 1, 2016.
|
(9)
|
Represents the grant-date fair value on an option awarded on February 5, 2013 exercisable for 5,000 Common Shares at an exercise price of $1.47, all of which vest on February 1, 2016.
|
|
|
Options Awards
|
|
Stock Awards
|
||||||||
Name
(a) |
|
Number of Securities Underlying Unexercised Options(#)
Exercisable (b) |
|
Number of Securities Underlying Unexercised Options(#)
Unexercisable (c) |
|
Option Exercise Price
(e) |
|
Option Expiration Date
(f) |
|
Number of Shares of Stock That Have Not Vested
(g) |
|
Market Value of Shares That Have Not Vested
(h)(1) |
Allen S. Greene
|
|
10,000(2)
|
|
--
|
|
$5.78
|
|
09/23/2017
|
|
11,111(3)
|
|
$27,666
|
|
|
50,000(4)
|
|
--
|
|
$2.54
|
|
02/19/2019
|
|
15,000(6)
|
|
$37,350
|
|
|
50,000(5)
|
|
--
|
|
$1.99
|
|
08/08/2021
|
|
|
|
|
|
|
|
|
15,000(6)
|
|
$1.47
|
|
02/05/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Fingerhut
|
|
10,000(7)
|
|
--
|
|
$2.75
|
|
10/11/2016
|
|
5,000(3)
|
|
$12,450
|
|
|
5,000(2)
|
|
--
|
|
$5.78
|
|
09/23/2017
|
|
6,000(6)
|
|
$14,940
|
|
|
--
|
|
10,000(5)
|
|
$1.99
|
|
08/08/2021
|
|
|
|
|
|
|
--
|
|
6,000(6)
|
|
$1.47
|
|
02/05/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Fish
|
|
15,000(8)
|
|
--
|
|
$3.44
|
|
10/02/2015
|
|
5,000(3)
|
|
$12,450
|
|
|
--
|
|
25,000(5)
|
|
$1.99
|
|
08/08/2021
|
|
5,000(6)
|
|
$12,450
|
|
|
--
|
|
5,000(6)
|
|
$1.47
|
|
02/05/2023
|
|
|
|
|
(1)
|
Market value as of December 31, 2013 at closing price of $2.49.
|
(2)
|
Awarded on September 24, 2007.
|
(3)
|
Awarded on March 10, 2011. As of December 31, 2013, 11,111 shares of Mr. Greene’s award (of 33,333 shares) remained unvested. The remaining 11,111 shares of Mr. Greene's award, and all 5,000 shares of Mr. Fingerhut’s award and Mr. Fish’s award, respectively, vested on March 1, 2014.
|
(4)
|
Awarded on February 19, 2009.
|
(5)
|
Awarded on August 9, 2011. Messrs. Fingerhut’s and Fish’s options cliff vest on August 8, 2014 and February 28, 2015, respectively.
|
(6)
|
Awarded on February 5, 2013. As of December 31, 2013, Mr. Greene’s award vest in two equal installments of 7,500 shares on each of February 1, 2014 and 2015, respectively. As of February 1, 2014, the first installment of 7,500 shares of Mr. Greene's awarded vested. The awards to each of Messrs. Fingerhut and Fish have cliff vesting on February 1, 2016.
|
(7)
|
Awarded on October 12, 2016.
|
(8)
|
Awarded on October 3, 2005.
|
Name (1)
|
|
Fees Earned In Cash
|
|
Stock Awards ($)(2)
|
|
Total ($)
|
|
|
|
|
|
|
|
Marin H. Lager
|
|
$12,800
|
|
$2,205
|
|
$15,005
|
John Gorman
|
|
$10,200
|
|
$2,205
|
|
$12,405
|
Leonard J. Stanley
|
|
$11,800
|
|
$2,205
|
|
$14,005
|
|
|
|
|
|
|
|
(1)
|
At December 31, 2013: (i) Mr. Lager held an option exercisable for up to 10,000 shares at an exercise price of $4.00 per share; (ii) Mr. Gorman held an option exercisable for up to 9,000 shares at an exercise price of $3.05 per share; and (iii) Mr. Stanley held an option exercisable for up to 9,000 shares with an exercise price of $5.94.
|
(2)
|
Represents the aggregate grant-date fair value of the awards computed in accordance the Financial Accounting Standards Board (FASB) Accounting Standards Codified Topic 718 ("FASB ASC Topic 718"). The assumptions underlying the valuation of equity awards are set forth in footnote# 6 of our financial statements, included in the Annual Report on Form 10-K provided with this Proxy Statement.
|
|
|
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
•
|
each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding Common Shares;
|
•
|
each director;
|
•
|
each Named Executive Officer; and
|
•
|
all of our directors and executive officers as a group.
|
Name and address
of beneficial owner (1) |
|
Common Shares
Beneficially Owned (2)
|
|
Percent of Common Shares Beneficially Owned (3)
|
|
|
|
|
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
Allen S. Greene
|
|
470,214(4)
|
|
9.8%
|
|
Jack Fingerhut
|
|
173,498(5)
|
|
3.7%
|
|
Joseph Fish
|
|
25,000(6)
|
|
*
|
|
Martin H. Lager
|
|
26,833(7)
|
|
*
|
|
John J. Gorman
|
|
59,100(8)
|
|
1.3%
|
|
Leonard J. Stanley
|
|
16,000(8)
|
|
*
|
|
All directors and executive officers as a group(8 persons)
|
|
767,373(9)
|
|
16.3%
|
|
|
|
|
|
|
|
Zohar Ben-Dov
2125 Hatchers Mill Road
Marshall, Virginia 20115
|
|
638,259(10)
|
|
13.6%
|
|
|
|
|
|
|
|
Perritt Capital Management, Inc., 300 South Wacker Drive, Suite 2880 Chicago, Illinois 60606
|
|
262,000(11)
|
|
5.6%
|
|
|
|
|
|
|
|
(1)
|
Unless otherwise indicated all addresses are c/o SmartPros Ltd., 12 Skyline Drive, Hawthorne, New York 10532.
|
(2)
|
According to the rules and regulations of the SEC, Common Shares that a person has a right to acquire within 60 days of the date of this Proxy Statement are deemed to be beneficially owned by that person and outstanding for the purpose of computing the percentage ownership of that person, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
|
(3)
|
Based on 4,684,441 Common Shares outstanding as of the April 15, 2014.
|
(4)
|
Includes 117,500 Common Shares underlying outstanding options and 7,500 Common Shares that are subject to vesting.
|
(5)
|
Includes 15,000 Common Shares underlying options and 6,000 Common Shares are subject to vesting.
|
(6)
|
Includes 15,000 Common Shares underlying options and 5,000 Common Shares are subject to vesting.
|
(7)
|
Includes 10,000 Common Shares underlying options, 12,333 Common Shares beneficially owned by Mr. Lager as trustee of the trust U/W/O Irwin Lager and 1,000 Common Shares that are subject to vesting.
|
(8)
|
Includes 9,000 Common Shares underlying options and 1,000 Common Shares that are subject to vesting.
|
(9)
|
Includes an aggregate of 185,500 Common Shares underlying outstanding options and an aggregate of 23,500 Common Shares are subject to vesting.
|
(10)
|
The information with respect to this stockholder is derived from the Form 4 filed by the stockholder on January 2, 2013 with the SEC.
|
(11)
|
The information with respect to this stockholder is derived from the Schedule 13G filed by the stockholder on February 14, 2014 with the SEC.
|
|
|
Number of securities to be issued upon exercise of outstanding options and warrants
|
|
Weighted average exercise price of outstanding options and warrants
|
|
Number of securities remaining available for future issuance under equity compensation plans
|
|
|
|
|
|
|
|
Equity compensation plans approved by stockholders
|
|
328,733(1)
|
|
$2.89
|
|
366,934
|
|
|
|
|
|
|
|
|
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
2013
|
2012
|
Audit fees (1)
|
$99,500
|
$99,500
|
Audit-related fees
|
--
|
--
|
Total audit and audit-related fees
|
99,500
|
99,500
|
Tax fees
|
--
|
--
|
All other fees
|
--
|
--
|
Total fees
|
$99,500
|
$99,500
|
|
|
|
|
|
|
|
SmartPros Ltd.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Allen S. Greene
|
|
|
|
|
Allen S. Greene
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Date: April 29, 2014
|
|
|
Exhibit No.
|
Description
|
31.1
|
|
|
Principal Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
31.2
|
|
|
Principal Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
32.1
|
|
|
Principal Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
32.2
|
|
|
Principal Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
|
1 Year Spero Therapeutics Chart |
1 Month Spero Therapeutics Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions