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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sonic Foundry Inc (CE) | USOTC:SOFO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0096 | -96.97% | 0.0003 | 0.0003 | 0.0003 | 0.0003 | 12,338 | 16:02:49 |
ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MARYLAND
|
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39-1783372
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
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222 W. Washington Ave, Madison, WI 53703
|
|
(608) 443-1600
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(Address of principal executive offices)
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(Issuer’s telephone number)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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|
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Non-accelerated filer
|
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¨
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Smaller reporting company
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x
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Emerging growth company
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¨
|
Name
|
|
Age
|
|
Position
|
Gary R. Weis
|
|
71
|
|
Chief Executive Officer, Chief Technology Officer and Director
|
Michael Norregaard
|
|
57
|
|
Chief Operating Officer (Appointed March 2019)
|
Kenneth A. Minor
|
|
57
|
|
Chief Financial Officer and Secretary
|
Robert M. Lipps
|
|
47
|
|
Executive Vice President - Sales
|
Mark D. Burish(2)(3)(4)
|
|
65
|
|
Non-Executive Chair and Director
|
Frederick H. Kopko, Jr.(4)
|
|
63
|
|
Director
|
Nelson A. Murphy(1)
|
|
58
|
|
Director
|
David F. Slayton(1)
|
|
50
|
|
Director
|
Brian T. Wiegand(1)(2)(3)
|
|
50
|
|
Director
|
(1)
|
Member Audit Committee
|
(2)
|
Member Compensation Committee
|
(3)
|
Member Nominations Committee
|
(4)
|
Member Governance Committee
|
Name and Principal Position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock Awards
($)
(e)
|
Option Awards
($)(1)
(f)
|
Non-Equity Incentive Plan Compensation
($)(2)
(g)
|
Change in Pension
Value and
Non-qualified Deferred Compensation Earnings
($)
(h)
|
All Other Compen-
sation
($)(3)
(i)
|
Total
($)
(j)
|
|
|
|
|
|
|
|
|
|
|
Gary R. Weis
Chief Executive and Chief Technology Officer
|
2018
2017
2016
|
489,880
487,136
475,615
|
-
- - |
-
- - |
-
89,143 157,350 |
-
- 95,123 |
-
- - |
4,304
7,537
9,021
|
494,184
583,819
737,109
|
Kenneth A. Minor
Chief Financial Officer and Secretary
|
2018
2017
2016
|
301,990
300,298
293,190
|
-
- - |
-
- - |
-
49,028 76,355 |
-
- 41,047 |
-
- - |
17,548
13,826
17,299
|
319,538
363,152
435,883
|
Robert M. Lipps
Executive Vice
President - Sales
|
2018
2017
2016
|
242,810
241,450
235,739
|
-
- - |
-
- - |
-
49,028 76,355 |
68,862
61,997
93,279
|
-
- - |
8,614
6,149
9,950
|
320,286
358,624
415,323
|
(1)
|
The option awards in column (f) represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for stock options granted during the fiscal year. The assumptions and methodology used in calculating the compensation expense of the option awards are provided in Sonic’s Form 10-K. See Note 1, “Accounting for Stock Based Compensation” in the Notes to the Consolidated Financial Statements in Sonic’s Form 10-K. The amounts in this column represent value attributed to the awards at the date of grant and not necessarily the actual value that will be realized by the executive. There can be no assurance that the options will ever be exercised (in which case no value will be realized by the executive) or that the value on exercise will equal the ASC Topic 718 value.
|
(2)
|
The amounts in column (g) represent cash bonuses which were awarded for performance during the prior fiscal year based on a pre-established formula.
|
(3)
|
The amount shown under column (i) for the fiscal year 2018 includes Sonic’s matching contribution under our 401(k) plan of $4,304, $10,398 and $8,614 for Messrs. Weis, Minor and Lipps. Mr. Minor receives $650 per month as a car allowance of which the taxable personal portions were $7,150. Mr. Lipps receives a car allowance of $700 per month of which there was no taxable personal portion. Mr. Weis received car and housing allowances totaling $2,500 per month, of which there was no taxable personal portion.
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
|
Estimated Future Payouts
Under Equity
Incentive
Plan Awards
|
All other stock awards:
Number of
Shares of stock or units
(#)
(i)
|
All other option awards:
Number of
Securities
Underlying
Options
(#)
(j)
|
Exercise or base price of option awards
($/Sh)
(1)
(k)
|
Grant
Date fair
Value of
Stock and
option
awards
($)
(2)
(l)
|
||||
Name
(a)
|
Grant
Date
(b)
|
Threshold
($)
(c)
|
Target
($)
(d)
|
Maximum
($)
(e)
|
Threshold
($)
(f)
|
Target
($)
(g)
|
Maximum
($)
(h)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Gary R. Weis
|
1/17/18
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
92,857
|
2.49
|
89,143
|
Kenneth A. Minor
|
1/17/18
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
51,071
|
2.49
|
49,028
|
Robert M. Lipps
|
1/17/18
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
51,071
|
2.49
|
49,028
|
(1)
|
Sonic grants employee stock options with exercise prices equal to the closing stock price on the date of grant.
|
(2)
|
The amount reported in column (l) represents the grant date fair value of the award following the required FASB ASC Topic 718 compensation methodology. Grant date fair value is calculated using the Lattice method. See Note 1, “Accounting for Stock Based Compensation” in the Notes to the Consolidated Financial Statements in Sonic’s Form 10-K for the fiscal year ended September 30, 2018 for an explanation of the methodology and assumptions used in FASB ASC Topic 718 valuation. With respect to the option grants, there can be no assurance that the options will ever be exercised (in which case no value will be realized by the executive) or that the value on exercise will equal the FASB ASC Topic 718 value.
|
|
Option Awards
|
Stock Awards
|
|||||||
Name
(a)
|
Number
of
Securities Underlying Unexercised Options
(#)
Exercisable
(1)
(b)
|
Number
of
Securities Underlying Unexercised Options
(#)
Unexercisable
(1)
(c)
|
Equity Incentive
Plan
Awards:
Number
of
Securities Underlying Unexercised Unearned Options
(#)
(d)
|
Option Exercise Price
($)
(1)
(e)
|
Option Expiration Date
(1)
(f)
|
Number
of Shares
or Units
of Stock That Have
Not
Vested
(#)
(g)
|
Market Value of Shares or Units of Stock
That
Have
Not
Vested
($)
(h)
|
Equity Incentive Plan Awards:
Number
of
Unearned Shares, Units or Other Rights
That Have
Not
Vested
(#)
(i)
|
Equity Incentive Plan Awards:
Market or
Payout Value of Unearned Shares, Units or Other Rights
That Have Not
Vested
($)
(j)
|
Gary R. Weis
|
5,000*
2,000
2,000
2,000*
50,000*
73,000
61,500*
62,264*
33,716
25,014
92,857
|
0
0
0
0
0
0
0
0
16,858
50,028
0
|
None
|
5.00
5.50
6.90
14.83
8.68
7.80
9.45
9.36
7.17
4.75
2.49
|
11/3/2018
3/5/2019
3/4/2020
3/3/2021
9/30/2021
10/17/2022
10/28/2023
11/10/2024
11/5/2025
12/27/2026
1/17/2028
|
|
|
|
|
Kenneth A. Minor
|
6,000
14,120*
27,500*
40,000
33,825*
34,245*
18,546
13,758
51,071
|
0
0
0
0
0
0
9,273
27,515
0
|
None
|
5.26
15.21
9.46
7.80
9.45
9.36
7.17
4.75
2.49
|
12/2/2019
11/24/2020
10/24/2021
10/17/2022
10/28/2023
11/10/2024
11/5/2025
12/27/2026
1/17/2028
|
|
|
|
|
Robert M. Lipps
|
6,000
14,120*
27,500*
40,000
33,825*
34,245*
18,546
13,758
51,071
|
0
0
0
0
0
0
9,273
27,515
0
|
None
|
5.26
15.21
9.46
7.80
9.45
9.36
7.17
4.75
2.49
|
12/2/2019
11/24/2020
10/24/2021
10/17/2022
10/28/2023
11/10/2024
11/5/2025
12/27/2026
1/17/2028
|
|
|
|
|
(1)
|
All options were granted under either our stockholder approved Employee Stock Option Plans or the Non-Qualified Stock Option Plan. All unexercisable options listed in the table become exercisable over a three-year period in equal annual installments beginning one year from the date of grant.
|
|
|
Option Awards
|
|
Stock Awards
|
||||
|
|
Number of Shares Acquired on Exercise
(#)
|
|
Value Realized on Exercise
($)
|
|
Number of Shares Acquired on Vesting
(#)
|
|
Value Realized on Vesting
($)
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
(a)
|
|
Fees Earned Or Paid In Cash
($)(1)
(b)
|
|
Stock Awards
($)(2)
(c)
|
|
Option Awards
($)(3)
(d)
|
|
Non-Equity Incentive
Plan Compen-sation
($)
(e)
|
|
Change in Pension
Value and
Non-qualified Deferred Compen-
sation
Earnings
($)
(f)
|
|
All Other Compensation
($)
(g)
|
|
Total
($)
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark D. Burish
|
|
67,000
|
|
-
|
|
1,360
|
|
-
|
|
-
|
|
-
|
|
68,360
|
Frederick H. Kopko
|
|
30,000
|
|
-
|
|
1,360
|
|
-
|
|
-
|
|
-
|
|
31,360
|
Nelson A. Murphy
|
|
48,595
|
|
-
|
|
1,700
|
|
-
|
|
-
|
|
-
|
|
50,295
|
David F. Slayton
|
|
38,425
|
|
-
|
|
1,360
|
|
-
|
|
-
|
|
-
|
|
39,785
|
Brian T. Wiegand
|
|
34,000
|
|
-
|
|
1,360
|
|
-
|
|
-
|
|
-
|
|
35,360
|
(1)
|
The amount reported in column (b) is the total of retainer fees and meeting attendance fees paid in cash.
|
(2)
|
The amount reported in column (c) is the total of retainer fees and meeting attendance fees awarded in common stock.
|
(3)
|
The amount reported in column (d) is the aggregate grant date fair value of options granted during the fiscal year ended September 30, 2018 in accordance with FASB ASC Topic 718. Each director received an option award of 2,000 shares on May 17, 2018 at an exercise price of $2.24 with a grant date fair value of $1,360. In addition, Mr. Murphy received a grant of 500 shares on May 17, 2018 at an exercise price of $2.24 with a grant date fair value of $340 in connection with his position as chair of the Audit Committee.
|
Name of Beneficial Owner(1)
|
|
Number of Shares of Class
Beneficially Owned
|
|
Percent
of Class(2)
|
Mark D. Burish(3)
33 East Main St.
Madison, WI 53703
|
|
2,130,255
|
|
32.6%
|
Andrew D. Burish(4)
8020 Excelsior Drive
Madison, WI, 53717
|
|
1,056,944
|
|
17.6
|
Wealth Trust Axiom LLC (5)
4 Radnor Corp Center, suite 520
Radnor PA 19087
|
|
352,435
|
|
6.7
|
Gary R. Weis(6)
|
|
304,440
|
|
5.6
|
Kenneth A. Minor(7)
|
|
161,834
|
|
3.0
|
Robert M. Lipps(7)
|
|
120,430
|
|
2.2
|
Micheal Norregaard (8)
|
|
20,416
|
|
*
|
Frederick H. Kopko, Jr.(9)
29 South LaSalle Street
Chicago, IL 60603
|
|
57,282
|
|
1.1
|
Brian T. Wiegand (10)
1600 Aspen Commons
Middleton, WI 53562
|
|
35,135
|
|
*
|
Nelson A. Murphy(11)
2300 W. Innes St.
Salisbury, NC 28144
|
|
2,000
|
|
*
|
David F. Slayton(12)
701 Washington Ave N., Suite 400
Minneapolis, MN 55401
|
|
12,599
|
|
*
|
All current Executive Officers and Directors as a Group (9 persons)(13)
|
|
2,844,391
|
|
40.5%
|
(1)
|
Sonic believes that the persons named in the table above, based upon information furnished by such persons, except as set forth in note (5) where such information is based on a Schedule 13G, have, except as set forth in note (5), sole voting and dispositive power with respect to the number of shares indicated as beneficially owned by them.
|
(2)
|
Applicable percentages are based on 5,270,425 shares outstanding, adjusted as required by rules promulgated by the Securities and Exchange Commission.
|
(3)
|
Includes 764,060 shares subject to presently Exercisable Warrants, 16,000 shares subject to Presently Exercisable Options and the issuance of up to an aggregate of 482,475 shares of common stock upon the conversion 2,040.87 shares of Series A Preferred Stock.
|
(4)
|
Includes 271,455 shares subject to Presently Exercisable Common Stock Warrants. Information is based on information provided to the Company on January 22, 2019.
|
(5)
|
Information is based on Schedule 13G filed on January 7, 2019 by Albert C. Matt, President of Wealth Trust Axiom LLC. Based on such information, Wealth Trust Axiom LLC has sole dispositive power but not sole voting power with respect to such shares.
|
(6)
|
Includes 208,554 shares subject to Presently Exercisable Options.
|
(7)
|
Includes 118,355 shares subject to Presently Exercisable Options.
|
(8)
|
Includes 15,416 shares subject to Presently Exercisable Options.
|
(9)
|
Includes 18,000 shares subject to Presently Exercisable Options.
|
(10)
|
Includes 12,000 shares subject to Presently Exercisable Options.
|
(11)
|
Includes 2,000 shares subject to Presently Exercisable Options.
|
(12)
|
Includes 2.000 shares subject to Presently Exercisable Options.
|
(13)
|
Includes an aggregate of 510,680 Presently Exercisable Options and 482,475 shares subject to conversion of Series A Preferred Stock.
|
Name of Beneficial Owner
|
|
Number of Shares of Class
Beneficially Owned
|
|
Percent
of Class
|
|
|
|
|
|
Mark D. Burish
33 East Main St.
Madison, WI 53703
|
|
2,040.87
|
|
100.0%
|
Andrew D. Burish
8020 Excelsior Drive
Madison, WI, 53717
|
|
—
|
|
—
|
Wealth Trust Axiom LLC
4 Radnor Corp Center, suite 520
Radnor PA 19087
|
|
—
|
|
—
|
Gary R. Weis
|
|
—
|
|
—
|
Kenneth A. Minor
|
|
—
|
|
—
|
Robert M. Lipps
|
|
—
|
|
—
|
Michael Norregaard
|
|
—
|
|
—
|
Frederick H. Kopko, Jr.
29 South LaSalle Street
Chicago, IL 60603
|
|
—
|
|
—
|
Brian T. Wiegand
1600 Aspen Commons
Middleton, WI 53562
|
|
—
|
|
—
|
Nelson A. Murphy
2300 W. Innes St.
Salisbury, NC 28144
|
|
—
|
|
—
|
David F. Slayton
701 Washington Ave N., Suite 400
Minneapolis, MN 55401
|
|
—
|
|
—
|
All current Executive Officers and Directors as a Group (9 persons)
|
|
2,040.87
|
|
100.0%
|
|
Years Ended September 30,
|
||
|
2018
|
|
2017
|
Audit Fees
Audit Related
|
$382,913
18,200
|
|
$299,510
13,222
|
Tax Fees
|
0
|
|
0
|
By:
|
|
/s/ Gary R. Weis
|
|
|
Gary R. Weis
Chairman and Chief Executive Officer
|
|
|
|
Date:
|
|
March 21, 2019
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Gary R. Weis
|
|
Chief Executive Officer and Director
|
|
March 21, 2019
|
|
|
|
|
|
/s/ Kenneth A. Minor
|
|
Chief Financial Officer and Secretary
|
|
March 21, 2019
|
|
|
|
|
|
/s/ Mark D. Burish
|
|
Chair and Director
|
|
March 21, 2019
|
|
|
|
|
|
/s/ Frederick H. Kopko, Jr.
|
|
Director
|
|
March 21, 2019
|
|
|
|
|
|
/s/ Brian T. Wiegand
|
|
Director
|
|
March 21, 2019
|
|
|
|
|
|
/s/ Nelson A. Murphy
|
|
Director
|
|
March 21, 2019
|
|
|
|
|
|
/s/ David F. Slayton
|
|
Director
|
|
March 21, 2019
|
1 Year Sonic Foundry (CE) Chart |
1 Month Sonic Foundry (CE) Chart |
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