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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Spectrum Group International Inc (CE) | USOTC:SPGZ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21,500.00 | 0.00 | 01:00:00 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State of Incorporation)
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22-2365834
(IRS Employer I.D. No.)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
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Name
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Age
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Position(s)
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Jeffrey D. Benjamin
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52
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Chairman of the Board and Director
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Gregory N. Roberts
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51
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Chief Executive Officer, President and Director
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Paul Soth
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55
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Chief Financial Officer and Executive Vice President
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Carol Meltzer
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54
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Executive Vice President, General Counsel and Corporate Secretary
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Arthur Hamilton
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42
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Executive Vice President, Chief Accounting Officer
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Antonio Arenas
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58
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Director
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Jess M. Ravich
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56
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Director
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Joel R. Anderson
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69
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Director
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John U. Moorhead
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61
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Director
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Ellis Landau
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69
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Director
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William Montgomery
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53
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Director
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Name and Principal Position
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Year
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Salary
($) |
Bonus
($)(1) |
Stock Awards($)(2)
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Non-Equity Incentive Plan
Compensation ($)(3) |
All Other
Compensation ($)(4) |
Total
($) |
||||||||||||
(a)
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(b)
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(d)
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(e)
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(e)
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(f)
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(h)
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(i)
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||||||||||||
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Gregory Roberts
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2013
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$
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525,000
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$
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335,500
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$
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535,684
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$
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837,240
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$
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37,244
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$
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2,270,668
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Chief Executive Officer
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2012
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$
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525,000
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$
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—
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$
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—
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$
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950,000
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$
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38,372
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$
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1,513,372
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President and Director
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||||||||||||
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Paul Soth
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2013
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$
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212,500
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$
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160,500
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$
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21,525
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$
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—
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$
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12,649
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$
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407,174
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Chief Financial Officer
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2012
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$
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200,000
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$
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125,000
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$
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—
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$
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—
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$
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10,906
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$
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335,906
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Executive Vice President
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Arthur Hamilton
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Chief Accounting Officer
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2013
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$
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229,990
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$
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35,500
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$
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—
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$
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—
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$
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8,655
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$
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274,145
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Executive Vice President
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2012
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$
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210,000
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$
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25,000
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$
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—
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$
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—
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$
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87,594
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$
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322,594
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(1)
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For named executive officers other than Mr. Roberts, bonuses for fiscal 2013 primarily were discretionary bonuses awarded by the Compensation Committee or Board of Directors based on its year-end assessment of the level of achievement of Company-wide and individual goals and performance. For fiscal 2013, each of the named executive officers also received a $500 holiday bonus paid to employees. For Mr. Roberts, the fiscal 2013 bonus amount shown in this column included $275,000 awarded upon his signing of a renewal of his employment agreement with the Company and $60,000 awarded by the Compensation Committee as a discretionary year-end bonus.
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(2)
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The stock-based compensation amounts reported in the “Option Awards” column represent the aggregate grant-date fair value of the options granted by us and computed in accordance with FASB ASC Topic 718 (but with no adjustment for the effect of estimated forfeitures based on service-based vesting conditions). Assumptions used in the calculation of these amounts are discussed in Note 16 to our consolidated audited financial statements for the fiscal year ended June 30, 2013, contained in the original filing of this Form 10-K. We granted to Mr. Roberts options to purchase 300,000 shares of SGI common stock on February 15, 2013, exercisable at the following exercise prices: 100,000 options exercisable at $2.50 per share; 100,000 options exercisable at $3.00 per share; and 100,000 options exercisable at $3.50 per share. The options were vested upon grant, and have a stated term of ten years, subject to accelerated vesting and early expiration of the term in specified circumstances.
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(3)
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Mr. Roberts was granted an award opportunity for fiscal 2013 which constitutes a non-equity incentive compensation plan award. The amount shown in this column is the amount paid out as the annual incentive award. Bonus and equity incentive plan compensation for the named executive officers, including the definition of “pre-tax profits” for purposes of Mr. Roberts’ annual incentive award, are described in greater detail below under the caption “Employment Agreements and Employment Terms.”
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(4)
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Amounts in this column, for fiscal 2013, are as follows:
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◦
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Mr. Roberts received $9,000 as a car allowance, $6,728 as a 401(k) matching contribution, and $21,517 as a cash payment in lieu of vacation time.
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◦
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Mr. Soth received $2,013 as a 401(k) matching contribution and $10,637 as a cash payment in lieu of vacation time.
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◦
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Mr. Hamilton received $8,655 as a cash payment in lieu of vacation time.
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•
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The positive or negative effects of income taxes (in accordance with GAAP) are eliminated from net income in determining pre-tax profits.
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•
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The positive or negative effects of foreign currency exchange are eliminated.
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•
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Expenses incurred in connection with specified litigation relating to Afinsa are eliminated.
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•
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12% of pre-tax profits up to $8 million of pre-tax profits; plus
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•
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15% of pre-tax profits in excess of $8 million, up to $10 million of pre-tax profits; plus
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•
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18% of pre-tax profits in excess of $10 million of pre-tax profits.
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Outstanding Equity Awards At Fiscal Year-End - Fiscal 2013
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Options Awards
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Stock Awards
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Name
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Number of
Securities Underlying Unexercised Options (#) Exercisable |
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Number of
Securities Underlying Unexercised Options (#) Unexercisable |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Number of Shares
or Units of Stock That Have Not Vested (#) |
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Market Value of Shares or
Units of Stock That Have Not Vested (1) (#) |
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(a)
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(b)
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(c)
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(e)
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(f)
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(g)
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(h)
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||||||
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Gregory Roberts
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22,500
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—
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$14.22
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3/31/2014
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—
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—
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Chief Executive Officer
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22,500
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—
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$2.80
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7/31/2013
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—
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—
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President and Director
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100,000
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—
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$2.50
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2/15/2023
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—
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—
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100,000
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—
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$3.00
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2/15/2023
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—
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||
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100,000
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—
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$3.50
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2/15/2023
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—
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||
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Paul Soth
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—
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—
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—
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—
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—
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—
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Chief Financial Officer
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||||||
Executive Vice President
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||||||
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||||||
Arthur Hamilton
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—
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—
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—
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—
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—
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—
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Chief Accounting Officer
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||||||
Executive Vice President
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||||||
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•
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A cash retainer of $31,000;
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•
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An awards of restricted stock units having a grant-date fair value of $38,000;
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•
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A cash retainer of $5,000 for serving on a committee of the Board;
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•
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A cash retainer of $15,000 for serving on the special committee of the Board overseeing negotiations with Afinsa. Additional compensation may be paid quarterly as warranted based on an evaluation of time spent (excluding travel time), activity level and results achieved;
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•
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A cash retainer of $5,000 for serving as chairman of a regular Board committee or the special committee;
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•
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No meeting fees for the first six Board meetings occurring during the year, but a meeting fee of $1,000 in cash for any additional Board meeting attended and for each committee meeting attended (reduced to $500 in the case of a telephonic meeting lasting one hour or less; excludes meetings of the special committee).
|
•
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Cash retainer -- $60,000
|
•
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Cash retainer for service as Chairman of Audit Committee or Chairman of Compensation Committee -- $10,000
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•
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Cash retainer for service as Chairman of Nominating and Governance Committee -- $5,000
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•
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Cash retainer for service as member (other than Chairman) of Audit Committee or Compensation Committee -- $5,000
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Name
|
Fees
Earned or Paid in Cash ($) |
Stock
Awards ($) (1) |
Option
Awards ($) |
Non-Equity Incentive Plan Compensation
($) |
Nonqualified Deferred Compensation Earnings
|
All Other Compensation
($)(2)(4) |
Total
($) |
||||||||||||||
(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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||||||||||||||
Jeffrey D. Benjamin
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$
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55,500
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$
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38,001
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$
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802,417
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$
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—
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$
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—
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$
|
—
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$
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895,918
|
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John Moorhead
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$
|
65,250
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$
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38,001
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$
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—
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$
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—
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$
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—
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$
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—
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$
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103,251
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Ellis Landau
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$
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33,250
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$
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28,501
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$
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—
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$
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—
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$
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—
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$
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—
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$
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61,751
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Christopher W. Nolan, Sr.
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$
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52,500
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$
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38,001
|
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$
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—
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$
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—
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$
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—
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$
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—
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$
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90,501
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Jess M. Ravich
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$
|
55,750
|
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$
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38,001
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$
|
—
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$
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—
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$
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—
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$
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—
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$
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93,751
|
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Joel Anderson
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$
|
27,750
|
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$
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28,501
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$
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—
|
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$
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—
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$
|
—
|
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$
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—
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$
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56,251
|
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William Montgomery
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$
|
24,500
|
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$
|
20,583
|
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$
|
—
|
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$
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—
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$
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—
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$
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—
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$
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45,083
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Antonio Arenas
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$
|
—
|
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$
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105,502
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$
|
105,502
|
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||||||||
George Lumby
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$
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—
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$
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—
|
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$
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—
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$
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—
|
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$
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—
|
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$
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20,157
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$
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20,157
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(1)
|
The stock-based compensation amounts reported in the “Stock Awards” column represent the aggregate grant-date fair value of the awards granted in fiscal 2012 and computed in accordance with FASB ASC Topic 718. Fair value of a stock award denominated in shares at the grant date is the number of such shares or units times the closing price of a share on the date of grant (excluding the effect of estimated forfeitures based on service-based vesting conditions). On August 16, 2012, Messrs. Benjamin, Moorhead, Nolan and Ravich each received a grant of 19,792 restricted stock units. On December 13, 2013, Messrs. Anderson and Landau each received a grant of 16,102 restricted stock units, and Mr. Montgomery received a grant of 11,629 restricted stock units. All of these restricted stock units became vested and non-forfeitable on June 30, 2013.
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(2)
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The stock-based compensation amount reported in the “Option Awards” column represents the aggregate grant-date fair value of the options granted by the Company and computed in accordance with FASB ASC Topic 718 (but with no adjustment for the effect of estimated forfeitures based on service-based vesting conditions). Assumptions used in the calculation of these amounts are discussed in Note 16 to our consolidated audited financial statements for the fiscal year ended June 30, 2013, contained in the original filing of this Form 10-K. We granted to Mr. Benjamin options to purchase 500,000 shares of our common stock on October 25, 2012, exercisable at $2.00 per share. The options will vest 20% per year on the anniversary of the grant date, and have a stated term of ten years, subject to accelerated vesting and early expiration of the term in specified circumstances.
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(3)
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Mr. Arenas served as our Executive Chairman through September 25, 2013, and continued thereafter as a director. For fiscal 2013, he also served as co-administrator of the Company's Spanish subsidiary Central de Compras Coleccionables, S.L. (“CdC”). We paid compensation for Mr. Arenas' services in fiscal 2013 to a corporation he controls, in the form of cash fees totaling $105,502. The Compensation Committee and Board retained discretion to award an annual bonus to Mr. Arenas, but no bonus was paid for fiscal year 2013. Mr. Arenas' service was not a full-time commitment, but he was required to account for his hours of service.
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(4)
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We paid Mr. Lumby an annual fee equal to 150,000 euros for his services on behalf of the Company's Spanish subsidiary, CdC, subject to adjustment depending on hours worked. Mr. Lumby's fee for the portion of fiscal 2013 worked was 26,083 euros. For purposes of the table, Mr. Lumby’s compensation was converted into U.S. dollars at the rate of 1.294 U.S. dollars to the euro, the average exchange rate for the year. Mr. Lumby's service was not a full-time commitment. He was not separately compensated for his service on the Board of Directors. Mr. Lumby resigned from our Board of Directors on September 25, 2012.
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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|
Percent of Common Stock (1)
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William Richardson (2)
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4,050,918
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13.0%
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Gregory N. Roberts (3)
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3,938,080
|
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12.7%
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Jeffrey D. Benjamin (4)
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3,465,556
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11.1%
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Afinsa Bienes Tangibles, S.A (5)
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3,032,271
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9.7%
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Joel R. Anderson (6) Charles C. Anderson, Harold Anderson
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2,908,068
|
|
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9.3%
|
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(1)
|
This percentage has been calculated based upon 31,113,401 shares of the Company's common stock outstanding as of September 17, 2013, and such calculations were made in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
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(2)
|
Beneficial ownership of William A. Richardson is based on his amended Schedule 13D filed with the SEC reporting beneficial ownership of our common stock at December 28, 2012. His beneficial ownership of our common stock totaled 4,050,918 shares at September 17, 2013, including 3,115,755 shares owned directly by Silver Bow Ventures LLC (10.0% of the outstanding class) as to which Mr. Richardson shares voting and dispositive power with Gregory N. Roberts. The address of Mr. Richardson and Silver Bow Ventures LLC is 1063 McGaw Avenue, Irvine, CA 92614.
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(3)
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Beneficial ownership of Gregory N. Roberts is based on his advice to the Company regarding his beneficial ownership of our common stock. His beneficial ownership of our common stock totaled 3,938,080 shares at September 17, 2013, including 499,825 shares as to which Mr. Roberts shares voting and dispositive power with his wife; 3,115,755 shares owned directly by Silver Bow Ventures LLC (10.0-% of the outstanding class) as to which Mr. Roberts shares voting and dispositive power with William Richardson; and 322,500 shares issuable to Mr. Roberts upon exercise of currently exercisable options, as to which Mr. Roberts has sole voting and sole dispositive power. The address of Mr. Roberts is 1063 McGaw Avenue, Irvine, CA 92614.
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(4)
|
Beneficial ownership of Jeffrey D. Benjamin is based on his Schedule 13D filed with the SEC reporting beneficial ownership of shares of our common stock at September 17, 2012 and additional advice provided to the Company. His beneficial ownership of our common stock totals 3,065,556 shares, including 100,000 shares underlying options that will become exercisable October 25, 2013. Such beneficial ownership as shown in this table includes 1,000,000 shares held in a family trust as to which Mr. Benjamin neither has nor shares voting or dispositive power, as to which shares he disclaims beneficial ownership. Such beneficial ownership excludes 400,000 shares underlying options that are not currently exercisable and will not become exercisable within 60 days. The address of Mr. Benjamin is 1063 McGaw Avenue, Irvine, CA 92614.
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(5)
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Beneficial ownership of Afinsa Bienes Tangibles, S.A. en Liquidacion (“Afinsa”) is based on its amended Schedule 13D filed with the SEC reporting beneficial ownership of Company common stock September 25, 2012. Afinsa reported beneficial ownership of 3,032,270 shares of our common stock, including 44,164 shares held directly and 2,988,106 shares (9.6% of the outstanding class) held through its wholly owned subsidiary, Auctentia, S.L. (“Auctentia”). Auctentia's address is Lagasca 88, 28001 Madrid, Spain. Based on Afinsa and Auctentia’s Schedule 13D, as amended, Afinsa had sole voting power and sole dispositive power over 44,164 shares of our common stock, and Afinsa and Auctentia had shared voting power and shared dispositive power over 2,988,106 shares of our common stock.
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(6)
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Beneficial ownership of Joel R. Anderson, Charles C. Anderson and Harold Anderson is based on their Schedule 13D filed with the SEC reporting their beneficial ownership, as a group, at September 25, 2012 and additional advice provided to the Company by Joel R. Anderson. Based on such information, the group’s beneficial ownership of our common stock totaled 2,908,068 shares at September 17, 2013, of which Joel R. Anderson had beneficial ownership of 1,218,214 shares, Charles C. Anderson had beneficial ownership of 1,465,354 shares and Harold Anderson had beneficial ownership of 224,500 shares. The address of Joel R. and Charles C. Anderson is 202 North Court Street, Florence, Alabama 35630, and the address of Harold Anderson is 3101 Clairmont Road, Suite C, Atlanta, GA 30329.
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Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
Percentage of Common Stock (1)
|
|
Gregory N. Roberts (2)
|
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3,938,080
|
|
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12.7%
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Jeffrey D. Benjamin (3)
|
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3,465,556
|
|
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11.1%
|
Joel R. Anderson, Charles C. Anderson, Harold Anderson (4)
|
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2,908,068
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|
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9.3%
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Jess M. Ravich (6)
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1,028,906
|
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3.3%
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William Montgomery (5)
|
|
994,650
|
|
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3.2%
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Ellis Landau
|
|
716,102
|
|
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2.3%
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John U. Moorhead
|
|
73,119
|
|
|
*
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Paul Soth
|
|
23,564
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|
|
*
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Arthur Hamilton
|
|
—
|
|
|
*
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Carol Meltzer
|
|
—
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|
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*
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All Executive Officers and Directors, as a group (6)
|
|
13,148,045
|
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42.3%
|
(1)
|
The percentages have been calculated based upon 31,113,401 shares of the Company's common stock outstanding as of September 17, 2013, and such calculations were made in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
|
(2)
|
See footnote (3) to the table under the caption “Beneficial Ownership of Principal Stockholders of the Company” above.
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(3)
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See footnote (4) to the table under the caption “Beneficial Ownership of Principal Stockholders of the Company” above.
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(4)
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See footnote (6) to the table under the caption “Beneficial Ownership of Principal Stockholders of the Company” above.
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(5)
|
Includes 710,980 shares held in a trust as to which Mr. Montgomery has no voting power and limited dispositive power, and as to which shares Mr. Montgomery disclaims beneficial ownership.
|
(6)
|
Includes 475,000 shares underlying options that are currently exercisable or become exercisable within 60 days, but excludes 430,000 shares underlying options that are not currently exercisable and will not become exercisable within 60 days and excludes 75,000 shares underlying RSUs that will not vest and be settled within 60 days.
|
Fees
|
|
2013
|
|
2012
|
||||
Audit (1)
|
|
$
|
675,000
|
|
|
$
|
—
|
|
(1)
|
Audit fees consisted of services rendered by the principal accountant for the audit and reviews of our annual and quarterly consolidated financial statements. Amounts disclosed only include the fees of KPMG LLP, our principal accountant for the current fiscal year ending June 30, 2013.
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
|
2.
|
Financial Statements Schedules
|
3.
|
Exhibits required to be filed by Item 601 of Regulation S-K
|
Date:
|
October 28, 2013
|
SPECTRUM GROUP INTERNATIONAL, INC.
|
|
||
|
|
By:
|
/s/ Gregory N. Roberts
|
|
|
|
|
|
Name:
|
Gregory N. Roberts
|
|
|
|
|
Title:
|
President and Chief Executive Officer
|
|
Signatures
|
Title(s)
|
Date
|
|
|
|
/s/ Jeffrey D. Benjamin
|
Chairman of the Board
|
October 28, 2013
|
Jeffrey D. Benjamin
|
|
|
|
|
|
/s/ Gregory N. Roberts
|
President, Chief Executive Officer and Director
|
October 28, 2013
|
Gregory N. Roberts
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Paul Soth
|
Chief Financial Officer and Executive Vice President
|
October 28, 2013
|
Paul Soth
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Antonio Arenas
|
Director
|
October 28, 2013
|
Antonio Arenas
|
|
|
|
|
|
/s/ Jess M. Ravich
|
Director
|
October 28, 2013
|
Jess M. Ravich
|
|
|
|
|
|
/s/ Joel R. Anderson
|
Director
|
October 28, 2013
|
Joel R. Anderson
|
|
|
|
|
|
/s/ John U. Moorhead
|
Director
|
October 28, 2013
|
John U. Moorhead
|
|
|
|
|
|
/s/ Ellis Landau
|
Director
|
October 28, 2013
|
Ellis Landau
|
|
|
|
|
|
/s/ William Montgomery
|
Director
|
October 28, 2013
|
William Montgomery
|
|
|
Regulation S-K
Exhibit Table
Item No.
|
Description of Exhibit
|
31.1
|
Certification by the Chief Executive Officer. Filed herewith.
|
31.2
|
Certification by the Chief Financial Officer. Filed herewith.
|
32.1
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
32.2
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
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