|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to Section
240.14a-12
|
x
|
No fee
required.
|
¨
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
|
Title of each class of securities
to which transaction
applies:
|
(2)
|
Aggregate number of securities to
which transaction
applies
|
(3)
|
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
determined):
|
(4)
|
Proposed maximum aggregate value
of
transaction:
|
(5)
|
Total fee
paid:
|
¨
|
Fee paid previously with
preliminary
materials.
|
¨
|
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.
|
(1)
|
Amount Previously
Paid:
|
(2)
|
Form, Schedule or Registration
Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
Sincerely
yours,
|
||
/s/ John W. Paxton
|
||
John
W. Paxton
|
||
Chairman
of the Board
|
|
1.
|
To elect six directors to serve
for a one-year term or until their respective successors have been duly
elected and qualified;
|
|
2.
|
To ratify the appointment of
EisnerAmper, LLP as our independent public accountants for the 2010 fiscal
year; and
|
|
3.
|
To
transact such other business as may properly come before the meeting or
any adjournment or adjournments
thereof.
|
By
Order of the Board of Directors,
|
||
/s/ Peter J. Mundy
|
||
Peter
J. Mundy
|
||
Chief
Financial Officer, Treasurer and
Secretary
|
|
·
|
the election of six directors,
each to serve until the next annual
meeting;
|
|
·
|
the ratification of the
appointment of EisnerAmper, LLP, as our independent registered public
accountant firm.
|
|
·
|
by attending the meeting in
person; or
|
|
·
|
by completing, signing and
returning the enclosed proxy
card.
|
Position with the Company
|
Director
|
New Board
|
||||||
Name
|
Age
|
and Principal Occupation
|
Since
|
Term Expires
|
||||
John
W. Paxton
|
73
|
Chairman
of the Board and Director
|
2008
|
2011
|
||||
Nelson
Ludlow
|
49
|
Director
and Chief Executive Officer
|
2008
|
2011
|
||||
Lieutenant
General
Emil
R. Bedard
|
66
|
Director
|
2008
|
2011
|
||||
Bonnie
Ludlow
|
55
|
Director
and Senior Vice President
|
2008
|
2011
|
||||
Guy
L. Smith
|
61
|
Director
|
2005
|
2011
|
||||
Woody
M. McGee
|
59
|
Director
|
2010
|
2011
|
Position with the Company
|
Held Office
|
Current
Board
Term
|
||||||
Name
|
Age
|
and Principal Occupation
|
Since
|
Expires
|
||||
John
W. Paxton
|
73
|
Chairman
of the Board and Director
|
2008
|
2010
|
||||
Nelson
Ludlow
|
49
|
Director
and Chief Executive Officer
|
2008
|
2010
|
||||
Lieutenant
General
Emil
R. Bedard
|
66
|
Director
|
2008
|
2010
|
||||
Bonnie
Ludlow
|
55
|
Director
and Senior Vice President
|
2008
|
2010
|
||||
Woody
M. McGee
|
59
|
Director
|
2010
|
2010
|
||||
Guy
L. Smith
|
61
|
Director
|
2005
|
2010
|
||||
Russell
Embry
|
46
|
Chief
Technology Officer
|
2001
|
NA
|
||||
Peter
J. Mundy
|
54
|
Chief
Financial Officer, Secretary and Treasurer
|
2007
|
NA
|
||||
Steve
Williams
|
48
|
Chief
Operating Officer
|
2008
|
NA
|
|
·
|
managing
the Company’s long-term growth;
|
|
·
|
strategic
and operational planning, including significant acquisitions and the
evaluation of our capital structure;
and
|
|
·
|
legal
and regulatory compliance.
|
Audit Committee:
|
John
W. Paxton, Former Chairman
|
|
Emil
R. Bedard, Member
|
||
Guy
Smith, Member
|
Name and Business Address (1)
|
Shares
Beneficially
Owned
|
Percent
|
||||
Dr.
Nelson Ludlow (2)
|
4,216,726
|
15.62
|
||||
Bonnie
Ludlow (3)
|
7,952,684
|
29.47
|
||||
John
W. Paxton (4)
|
375,607
|
1.4
|
||||
L.
Gen. Emil R. Bedard (5)
|
468,494
|
1.8
|
||||
Russell
T. Embry (6)
|
46,250
|
*
|
||||
Woody
M. McGee
|
-
|
*
|
||||
Peter
J. Mundy (7)
|
66,800
|
*
|
||||
Guy
L. Smith (8)
|
171,724
|
*
|
||||
Steven
D. Williams (9)
|
300,665
|
1.1
|
||||
All
Executive Officers & Directors as a group (9 persons)
(10)
|
13,598,950
|
48.51
|
(1)
|
The
business address of all persons named in the above table is c/o 191 Otto
Street, Port Townsend, Washington
98368.
|
(2)
|
Includes
25,000 shares issuable upon exercise of stock options and rights
exercisable within 60 days.
|
(3)
|
Includes
12,500 shares issuable upon exercise of stock options exercisable within
60 days.
|
(4)
|
Includes
314,800 shares issuable upon exercise of stock options exercisable within
60 days; excludes the right to purchase 218,200 pursuant to a Grant of
Call Right Agreement with Bonnie Ludlow, a director of the Company,
entered into in April 2007.
|
(5)
|
Includes
213,200 shares issuable upon exercise of stock options exercisable within
60 days.
|
(6)
|
Includes
46,250 shares issuable upon exercise of stock options exercisable within
60 days.
|
(7)
|
Includes
60,000 shares issuable upon exercise of stock options exercisable within
60 days.
|
(8)
|
Includes
141,667 shares issuable upon exercise of stock options exercisable within
60 days.
|
(9)
|
Includes
247,065 shares issuable upon exercise of stock options exercisable within
60 days; excludes the right to purchase 806,435 pursuant to a Grant of
Call Right Agreement with Bonnie Ludlow, a director of the Company,
entered into in April 2007.
|
(10)
|
Includes
1,060,483 shares issuable upon exercise of stock options exercisable
within 60 days.
|
|
§
|
attract,
motivate and retain talented and dedicated executive
officers;
|
|
§
|
provide
Intellicheck Mobilisa’s executive officers with both cash and equity
incentives to further Intellicheck Mobilisa’s interests and those of
Intellicheck Mobilisa’s stockholders;
and
|
|
§
|
provide
employees with long-term incentives so Intellicheck Mobilisa can retain
them and provide stability during Intellicheck Mobilisa’s growth
stage.
|
Quarterly Net Income
|
||||||||||||
$30,000 - $499,000 | $500,000 - $999,999 |
$1,000,000 or more
|
||||||||||
Nelson
Ludlow
|
$ | 5,000 | $ | 10,000 | $ | 25,000 | ||||||
Steven
Williams
|
5,000 | 10,000 | 25,000 | |||||||||
Russell
Embry
|
2,500 | 5,000 | 12,500 | |||||||||
John
Lange
|
2,500 | 5,000 | 12,500 | |||||||||
Bonnie
Ludlow
|
2,500 | 5,000 | 12,500 | |||||||||
Peter
Mundy
|
2,500 | 5,000 | 12,500 |
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($) (1)
|
All Other
Compensation
($) (2)
|
Total
($)
|
||||||||||||||||
Nelson
Ludlow
|
2009
|
221,375 | 5,000 | - | 22,423 | (6) | 248,798 | |||||||||||||||
Chief
Executive Officer
|
2008
|
169,583 | (3) | - | 66,120 | - | 235,703 | |||||||||||||||
2007
|
- | - | - | - | - | |||||||||||||||||
Steven
D. Williams
|
2009
|
201,250 | 5,000 | - | 23,826 | (7) | 230,076 | |||||||||||||||
Chief
Operating Officer
|
2008
|
155,417 | (3) | - | 29,750 | 4,663 | (8) | 189,830 | ||||||||||||||
2007
|
- | - | - | - | - | |||||||||||||||||
Russell
T. Embry
|
2009
|
181,125 | 2,500 | 15,635 | 10,798 | (9) | 210,058 | |||||||||||||||
Chief
Technology Officer
|
2008
|
179,413 | - | 59,250 | 170 | (10) | 238,833 | |||||||||||||||
2007
|
170,652 | - | 33,706 | 2,040 | (10) | 206,398 | ||||||||||||||||
Bonnie
Ludlow
|
2009
|
97,708 | 2,500 | - | 4,543 | (6) | 104,751 | |||||||||||||||
Senior
Vice President
|
2008
|
55,417 | (3) | - | 29,750 | - | 85,167 | |||||||||||||||
2007
|
- | - | - | - | - | |||||||||||||||||
Peter
J. Mundy
|
2009
|
160,083 | 2,500 | 15,635 | 4,863 | (8) | 183,081 | |||||||||||||||
Chief
Financial Officer
|
2008
|
156,330 | - | 74,971 | 231,301 | |||||||||||||||||
2007
|
105,961 | (4) | - | 98,317 | - | 204,278 | ||||||||||||||||
John
Lange
|
2009
|
176,093 | (5) | 2,500 | 15,635 | 5,283 | (8) | 199,511 | ||||||||||||||
Former
General Counsel
|
2008
|
117,979 | (5) | - | 59,250 | 3,281 | (8) | 180,510 | ||||||||||||||
2007
|
- | - | - | - | - |
(1)
|
The
amounts reported in the “Option Awards” column reflect the aggregate grant
date fair value of awards for the years ended December 31, 2009, 2008 and
2007 computed in accordance with FASB ASC Topic 718. See Note
10 of the Notes to Consolidated Financial Statements in our Annual Report
on Form 10-K, filed in this report, for information regarding assumptions
underlying the valuation of equity
awards.
|
(2)
|
No
other compensation in excess of $10,000, including perquisites, was paid
to any of Intellicheck Mobilisa’s named executive
officers.
|
(3)
|
Represents
amounts paid after March 14, 2008, the date of the Mobilisa
acquisition.
|
(4)
|
Mr.
Mundy started with Intellicheck Mobilisa as of March 26,
2007.
|
(5)
|
Mr.
Lange started with Intellicheck Mobilisa as of April 14, 2008 and resigned
as of December 23, 2009.
|
(6)
|
Represents
pay in lieu of vacation time.
|
(7)
|
Represents
matching contribution under the Company’s 401(K) Plan of $6,038 and pay in
lieu of vacation time of $17,788.
|
(8)
|
Represents
matching contribution under the Company’s 401(K)
Plan.
|
(9)
|
Represents
matching contribution under the Company’s 401(K) Plan of $2,836 and pay in
lieu of vacation time of $7,962.
|
(10)
|
Amount
represents a car allowance. Currently, there is no one under a
car allowance program.
|
Name
|
Grant
Date
|
Approval
Date
|
Number of
Securities
Underlying
Options
Granted
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Fair Value
at Grant
Date ($) (1)
|
Expiration
Date
|
|||||||||||
Russell
T. Embry
|
9/25/09
|
9/23/09
|
20,000 | 1.57 | 15,635 |
9/25/14
|
|||||||||||
John
Lange
|
9/25/09
|
9/23/09
|
20,000 | 1.57 | 15,635 |
9/25/14
|
|||||||||||
Peter
J. Mundy
|
9/25/09
|
9/23/09
|
20,000 | 1.57 | 15,635 |
9/25/14
|
(1)
|
The
grant date fair value of each equity award has been computed in accordance
with ASC 718. Options vest at a rate of 25% per year on the
anniversary of the date of grant.
|
No. of Securities
|
|||||||||||||
Underlying Unexercised
|
Option
|
Option
|
|||||||||||
Options / Warrants
|
Exercise
|
Expiration
|
|||||||||||
Name
|
Exercisable
|
Unexercisable
|
Price ($)
|
Date
|
|||||||||
Nelson
Ludlow
|
25,000 | - | 3.63 |
3/20/18
|
|||||||||
Steven
D. Williams
|
218,200 | - | 0.46 |
3/14/13
|
|||||||||
16,365 | - | 0.92 |
3/14/13
|
||||||||||
6,250 | 18,750 | (1) | 2.36 |
7/17/13
|
|||||||||
Russell
T. Embry
|
5,000 | - | 4.37 |
6/03/10
|
|||||||||
5,000 | - | 3.18 |
11/17/10
|
||||||||||
5,000 | - | 6.65 |
5/17/12
|
||||||||||
5,000 | - | 6.65 |
11/17/12
|
||||||||||
6,250 | 18,750 | (1) | 2.36 |
7/17/13
|
|||||||||
6,250 | 18,750 | (2) | 2.35 |
8/21/13
|
|||||||||
- | 20,000 | (3) | 1.57 |
9/25/14
|
|||||||||
John
Lange
|
12,500 | 12,500 | (1) | 2.36 |
7/17/13
|
||||||||
10,417 | 14,583 | (2) | 2.35 |
8/21/13
|
|||||||||
- | 20,000 | (3) | 1.57 |
3/23/10
|
|||||||||
Bonnie
Ludlow
|
6,250 | 18,750 | (1) | 2.60 |
7/17/13
|
||||||||
Peter
J. Mundy
|
12,500 | - | 7.00 |
4/19/12
|
|||||||||
6,250 | - | 7.00 |
10/19/12
|
||||||||||
6,250 | - | 7.00 |
4/19/13
|
||||||||||
10,000 | - | 3.07 |
2/21/13
|
||||||||||
6,250 | 18,750 | (1) | 2.36 |
7/17/13
|
|||||||||
6,250 | 18,750 | (2) | 2.35 |
8/21/13
|
|||||||||
- | 20,000 | (3) | 1.57 |
9/25/14
|
(1)
|
These
shares vest 25% per year on the anniversary of the date of grant beginning
July 2009.
|
(2)
|
These
shares vest 25% per year on the anniversary of the date of grant beginning
August 2009.
|
(3)
|
These
shares vest 25% per year on the anniversary of the date of grant beginning
September 2010.
|
Name and Principal Position
|
Fees Paid
in Cash
($)
|
Option
Awards
($)(1)
|
Stock
Awards
($)(1)
|
All Other
Compensation
($) (8)
|
Total
($)
|
|||||||||||||||
John
W. Paxton, Chairman
|
93,015 | 6,894 | (2) | 20,000 | (2) | - | 119,909 | |||||||||||||
General
Emil Bedard, Director
|
18,299 | - | 11,001 | (3) | - | 29,300 | ||||||||||||||
Bonnie
Ludlow, Director
|
3,516 | - | - | - | 3,516 | |||||||||||||||
Nelson
Ludlow, Director
|
3,516 | - | - | - | 3,516 | |||||||||||||||
Guy
L. Smith, Director
|
15,049 | 9,500 | (4) | - | - | 24,549 | ||||||||||||||
Jeffrey
Levy, Former Director
|
7,500 | - | 11,001 | (5) | - | 18,501 | ||||||||||||||
John
E. Maxwell, Former Director
|
5,750 | 10,000 | (6) | - | - | 15,750 | ||||||||||||||
Arthur
L. Money, Former Director
|
5,000 | - | 12,500 | (7) | - | 17,500 |
(1)
|
The
amounts reported in the “Option Awards” and “Stock Awards” columns reflect
the aggregate grant date fair value of awards computed in accordance with
FASB ASC Topic 718. See Note 10 of the Notes to Consolidated
Financial Statements in our Annual Report on Form 10-K, filed in this
report, for information regarding assumptions underlying the valuation of
equity awards.
|
(2)
|
Fair
value of 7,500 options granted May 21, 2009 at an exercise price of $1.70
per share. These options vested ratably over a six month
period. Fair value of 13,072 restricted shares granted on
August 27, 2009 at market price of $1.53 per share. These
shares vested ratably over a three month period. As of December
31, 2009, Mr. Paxton had aggregate options to purchase 314,800 shares of
common stock and holds 39,671 shares of restricted common
stock.
|
(3)
|
Fair
value of 7,190 restricted shares granted on August 27, 2009 at market
price of $1.53 per share. These shares vested ratably over a
three month period. As of December 31, 2009, General Bedard had
aggregate options to purchase 278,400 shares of common stock and holds
32,094 shares of restricted common
stock.
|
(4)
|
Fair
value of 12,002 options granted on August 27, 2009 at an exercise price of
$1.53 per share. These options vested ratably over a three
month period. As of December 31, 2009, Mr. Smith had aggregate
outstanding options to purchase 141,667 shares of common
stock.
|
(5)
|
Fair
value of 7,190 restricted shares granted August 27, 2009 at market price
of $1.53 per share. These shares vested ratably over a three
month period. As of December 31, 2009, Mr. Levy had aggregate
outstanding options to purchase 90,350 shares of common stock and holds
53,474 shares of restricted common stock. Mr. Levy resigned
from the Board of Directors as of October 27,
2009.
|
(6)
|
Fair
value of 12,634 options granted on August 27, 2009 at an exercise price of
$1.53 per share. These options vested ratably over a three
month period. As of December 31, 2009, Mr. Maxwell had
aggregate outstanding options to purchase 108,417 shares of Common Stock
and holds 8,254 shares of restricted common stock. Mr. Maxwell
resigned from the Board of Directors as of October 27,
2009.
|
(7)
|
Fair
value of 8,170 restricted shares granted August 27, 2009 at market price
of $1.53 per share. These shares vested ratably over a three
month period. As of December 31, 2009, Mr. Money had aggregate
outstanding options to purchase 206,683 shares of Common Stock and holds
11,345 shares of restricted common stock. Mr. Money resigned
from the Board of Directors as of October 27,
2009.
|
(8)
|
No
other compensation, including perquisites in excess of $10,000, was paid
to any of the directors.
|
By
Order of the Board of Directors,
|
||
/s/ Peter J. Mundy
|
||
Peter
J. Mundy
|
||
Chief
Financial Officer, Treasurer and
Secretary
|