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
|
|
|
Filed by the Registrant
|
|
Filed by a Party other than the Registrant o |
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
|
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
þ |
|
Definitive Proxy Statement |
|
o |
|
Definitive Additional Materials |
|
o |
|
Soliciting Material Pursuant to §240.14a-12 |
Beacon Enterprise Solutions Group, 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):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: |
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
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: |
|
|
|
|
|
|
|
|
|
|
BEACON ENTERPRISE SOLUTIONS
GROUP, INC.
1311 Herr Lane, Suite 205
Louisville, Kentucky 40222
April 21, 2010
To Our Stockholders:
You are cordially invited to attend the 2010 Annual Meeting of
Stockholders of Beacon Enterprise Solutions Group, Inc. on
May 25, 2010. The meeting will be held at 9300 Shelbyville
Road, Louisville, Kentucky, at 5:00 P.M. local time.
The official Notice of Annual Meeting, Proxy Statement and Proxy
Card are enclosed with this letter.
Please take the time to read carefully the two proposals for
stockholder action described in the accompanying proxy
materials. Whether or not you plan to attend, you can ensure
that your shares are represented at the meeting by promptly
completing, signing and dating your proxy form and returning it
in the enclosed envelope. If you attend the meeting, you may
revoke your proxy and vote your shares in person.
Your interest and participation in the affairs of the Company
are greatly appreciated. Thank you for your continued support.
Sincerely,
Bruce Widener
Chairman of the Board,
Chief Executive Officer
BEACON ENTERPRISE SOLUTIONS
GROUP, INC.
1311 Herr Lane, Suite 205
Louisville, Kentucky 40222
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD MAY 25, 2010
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
(the Annual Meeting) of Beacon Enterprise Solutions
Group, Inc. (the Company), will be held at
5:00 P.M., local time, at 9300 Shelbyville Road,
Louisville, Kentucky for the following purposes:
(1) To elect a Board of three directors to serve until the
next annual meeting of stockholders;
(2) To ratify the appointment of Marcum LLP as the
Companys independent registered public accounting firm for
the fiscal year ending September 30, 2010; and
(3) To transact such other business as may properly come
before the meeting or any adjournments thereof.
A Proxy Statement describing matters to be considered at the
Annual Meeting is attached to this Notice. Only stockholders of
record at the close of business on April 6, 2010 are
entitled to receive notice of and to vote at the Annual Meeting.
A list of stockholders entitled to vote at the Annual Meeting
will be available for inspection for a period of ten days before
the meeting at 9300 Shelbyville Road, Louisville, Kentucky.
Your vote is very important. We encourage you to vote as soon
as possible by one of two convenient methods: by completing your
proxy card and
e-mailing it
to the address listed on the proxy card or by signing, dating
and returning the proxy card in the enclosed postage-paid
envelope.
E-mail
voting is available through 11:59 P.M. Eastern Time the day
prior to the annual meeting day.
By Order of the Board of Directors
Michael Grendi
Beacon Enterprise Solutions Group, Inc.
Secretary
Louisville, Kentucky
April 21, 2010
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ENVELOPE WHICH HAS BEEN PROVIDED. IF YOU ATTEND THE MEETING,
YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
IMPORTANT
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 25, 2010
The
Companys proxy statement,
Form 10-K
and proxy card are available on the Internet at:
https://materials.proxyvote.com/073578
BEACON ENTERPRISE SOLUTIONS
GROUP, INC.
1311 Herr Lane, Suite 205
Louisville, Kentucky 40222
PROXY STATEMENT
ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD MAY 25, 2010
Introduction
This proxy statement and accompanying proxy are being furnished
in connection with the solicitation of proxies by the board of
directors (the Board) of Beacon Enterprise Solutions
Group, Inc., a Nevada corporation (the Company), to
be voted on at the Annual Meeting of Stockholders (the
Annual Meeting) and any adjournments thereof. In
this proxy statement, references to the Company,
Beacon we, us, or
our refer to Beacon Enterprise Solutions Group, Inc.
This proxy statement and accompanying proxy are first being
mailed to stockholders on or about April 21, 2010.
Date,
Time and Place
The Annual Meeting will be held at 5:00 P.M., local time,
at 9300 Shelbyville Road, Louisville, Kentucky 40222, for the
purposes set forth in this proxy statement and the accompanying
Notice of Annual Meeting.
Record
Date and Voting Securities
The Board has fixed the record date (the Record
Date) for the Annual Meeting as the close of business on
April 6, 2010. Only holders of record of shares of our
common stock, par value $.001 per share (the Common
Stock) and our preferred stock Series A,
A-1, and B,
$1,000 stated value per share (the Preferred
Stock) on the Record Date will be entitled to vote at the
Annual Meeting and at any adjournment or postponement thereof.
At the close of business on the Record Date, there were
35,135,622 shares of Common Stock outstanding and entitled
to vote at the Annual Meeting. Each share of Common Stock is
entitled to one vote. At the close of business on the Record
Date there were 765 shares of Series A and
Series A-1
Preferred Stock, convertible into an aggregate of
1,020,000 shares of Common Stock outstanding and entitled
to vote on an as-converted basis. Each share of Series A
and A-1
Preferred Stock is entitled to 1,333 votes. At the close of
business on the Record Date there were 700 shares of
Series B Preferred Stock, convertible into an aggregate of
777,777 shares of Common Stock outstanding and entitled to
vote on an as-converted basis. Each share of Series B
Preferred Stock is entitled to 1,111 votes. There is no
cumulative voting.
The presence either in person or by proxy of the holders of a
majority of the shares of outstanding shares entitled to vote as
of the Record Date will constitute a quorum and is required for
the transaction of business at the Annual Meeting. You can vote
either in person at the Annual Meeting or by proxy whether or
not you attend the Annual Meeting. To vote by proxy, you must
fill out the enclosed proxy card, date and sign it, and return
it in the enclosed postage-paid envelope or return it via
e-mail
pursuant to the instructions on the proxy card. If you want to
vote in person at the Annual Meeting, and you hold your shares
through a securities broker (that is, in street name), you must
obtain a proxy from your bank, broker or other holder of record
and bring that proxy to the Annual Meeting.
Voting of
Proxies
Shares of stock represented by properly executed proxies
received before the close of voting at the Annual Meeting will
be voted as directed by the stockholders, unless revoked as
described below. Under Nevada law, proxies marked as abstentions
are not counted as votes cast, but will be considered present
and entitled to vote to determine if a quorum exists. In
addition, shares held in street name that have been
designated by brokers on proxy cards as not voted will not be
counted as votes cast, but will be considered present and
entitled to vote to determine if a quorum exists.
If you return a properly executed proxy card without indicating
your vote, your shares will be counted as present for purposes
of establishing a quorum and your shares will be voted FOR
election of the individuals nominated as directors, and FOR
ratification of the selection of Marcum LLP as the
Companys independent registered public accounting firm for
the current fiscal year.
If you are a street name stockholder (that is, you hold your
stock through a securities broker), you must give instructions
to your broker on how you would like your stock to be voted. If
you do not provide any instructions, your broker can vote your
stock only on routine items, as determined under the
rules of the NYSE. For example, the ratification of Marcum LLP
as the Companys independent registered public accountant
for the fiscal year ending September 30, 2010 is considered
a routine item and your broker may vote your stock for this
proposal. As of this year, due to NYSE rule changes, the
election of directors is no longer considered a routine item. As
a result, you must provide specific instructions on director
elections, if you want your vote to count. If you do not provide
instructions to your broker as to how to vote on a non-routine
item, your vote will be deemed a broker non-vote. In
determining whether a vote was cast for a proposal, such broker
non-votes will not be counted.
If any other matter is brought before the Annual Meeting, shares
represented by proxies will be voted by the proxy holders as
directed by a majority of the Board.
Votes
Required
Each of the proposals will be considered separately.
|
|
Item 1
|
Election
of Directors
|
The affirmative vote of a plurality of the votes entitled to be
cast by the holders of Common Stock and Preferred Stock present
in person or represented by proxy is required to elect each
director nominee. Proxies cannot be voted for a greater number
of persons than are named. Abstentions from voting will have no
effect on the election of directors.
|
|
Item 2
|
Ratification
of the Appointment of the Independent Registered Public
Accounting Firm
|
The proposal to ratify the appointment of Marcum LLP as the
Companys independent registered public accounting firm for
the fiscal year ending September 30, 2010 is approved if
the number of shares voted in favor exceeds the number of shares
voted against.
Other
Matters
As of the date of this proxy statement, the Board knows of no
matters that will be presented for consideration at the Annual
Meeting other than those matters discussed in this proxy
statement. If any other matters properly come before the Annual
Meeting and call for a vote of stockholders, validly executed
proxies in the enclosed form returned to us will be voted in
accordance with the recommendation of the Board, or, in the
absence of such a recommendation, in accordance with the
judgment of the proxy holders.
Dissenters
Right of Appraisal
There are no rights of appraisal or similar rights of dissenters
with respect to any of the scheduled matters to be acted upon at
the Annual Meeting.
Revocability
of Proxies
A stockholder who completes and returns the proxy that
accompanies this proxy statement may revoke that proxy at any
time before the closing of the polls at the Annual Meeting. A
stockholder may revoke a proxy by filing a written notice of
revocation with, or by delivering a duly executed proxy bearing
a later date to, the
2
Secretary of the Company at the Companys office address at
1961 Bishop Lane, Louisville, Kentucky 40218, any time before
the Annual Meeting. Stockholders may also revoke proxies by
delivering a duly executed proxy bearing a later date to the
inspector of election at the Annual Meeting before the beginning
of voting, or by attending the Annual Meeting and voting in
person. You may attend the Annual Meeting even though you have
executed a proxy, but your presence at the Annual Meeting will
not automatically revoke your proxy.
Solicitation
of Proxies
The original solicitation of proxies by mail may be supplemented
by telephone and other means of communication and through
personal solicitation by officers, directors and other employees
of the Company, at no compensation. Proxy materials will also be
distributed through brokers, custodians and other like parties
to the beneficial owners of Common Stock or Preferred Stock, and
the Company will reimburse such parties for their reasonable
out-of-pocket
and clerical expenses incurred in connection therewith. The
Company will bear the costs of the Annual Meeting and of
soliciting proxies, including the cost of printing and mailing
this proxy statement and related materials.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, three directors will be elected to serve
until the next annual meeting of stockholders. Although it is
not anticipated that any of the nominees listed below will
decline or be unable to serve, if that should occur, the proxy
holders may, in their discretion, vote for substitute nominees.
Nominees
for Election as Directors
Set forth below is a list of Board members who will stand for
re-election at the Annual Meeting, together with their ages, all
Company positions and offices each person currently holds and
the year in which each person joined the Board.
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position or Office
|
|
Director Since
|
|
Bruce Widener
|
|
|
48
|
|
|
Director, Chairman, Chief Executive Officer
|
|
|
2007
|
|
J. Sherman Henderson III
|
|
|
67
|
|
|
Director
|
|
|
2007
|
|
John D. Rhodes III
|
|
|
55
|
|
|
Director
|
|
|
2007
|
|
Bruce Widener, Director, Chairman and Chief Executive
Officer. Mr. Widener possesses over
19 years of industry experience. Prior to developing and
forming Beacon, Mr. Widener served as Chief Operating
Officer of US Wireless Online, a provider of wireless internet
access and related applications during 2006. On October 9,
2007, US Wireless Online filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy
Code. From 2004 to 2006 Mr. Widener served as Senior Vice
President of Corporate Development of UniDial
Communications / Lightyear Network Solutions.
Mr. Widener was an independent contractor with PTEK in 2002
and became Senior Vice President of Indirect Channel Sales in
2003 through 2004.
J. Sherman Sherm Henderson III,
Director. Mr. Henderson has more than
35 years of business experience, including company
ownership, sales, marketing and management. He has served as
president and CEO of Lightyear Network Solutions, LLC since its
inception in 2003. Lightyear Network Solutions, LLC is the
successor to Lightyear Communications, Inc. following its
reorganization in April 2004 under Chapter 11 of the
U.S. Bankruptcy Code. Mr. Henderson served as
President and CEO of Lightyear Communications, Inc. since its
formation in 1993. In 2004, he was voted chairman of COMPTEL,
the leading communications trade association, made up of more
than 300 member companies. Mr. Henderson is a graduate of
Florida State University, with a B.A. degree in Business
Administration.
John D. Rhodes, III, M.D.,
Director. Dr. Rhodes practiced as a
physician and has been Board Certified in Internal Medicine and
Cardiovascular Diseases serving as Chief Fellow in Cardiology at
the University of Louisville School of Medicine from 1984- 1985
and was elected a Fellow of the American College of Cardiology.
Dr. Rhodes retired from his private practice in 2005. In
his retirement, Dr. Rhodes has been an
3
active investor in the telecom, restaurant and real estate
industries. Dr. Rhodes was a founding investor in Texas
Roadhouse and served as a member of its advisory board until its
initial public offering in 2004.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF EACH OF THE THREE NOMINEES FOR
DIRECTOR OF THE COMPANY.
Meetings
of the Board of Directors
The Board met on five occasions during the year ended
September 30, 2009. Each incumbent director attended at
least 75% of the aggregate number of meetings of the Board and
its committees on which such director served during his period
of service. In addition, all members of the Board are expected
to attend the Annual Meeting.
Committees
of the Board of Directors
The Board has two standing committees: the Audit Committee and
the Compensation Committee. All members of these committees are
independent as defined in rules and listing
standards applicable to the Company.
Role
of Audit Committee.
Our board of directors has an Audit Committee, the purpose of
which is to review and evaluate the results and scope of the
audit and other services provided by our independent registered
public accounting firm, as well as our accounting principles and
system of internal accounting controls, and to review and
approve any transactions between us and our directors, officers
or significant shareholders. In fulfilling its responsibility,
the Audit Committee pre-approves, subject to stockholder
ratification, the selection of our independent registered public
accounting firm. The Audit Committee also reviews our
consolidated financial statements and the adequacy of our
internal controls. The Audit Committee meets at least quarterly
with our management and our independent registered public
accounting firm to review and discuss the results of audits or
reviews of our consolidated financial statements, the evaluation
of our internal audit controls, and the overall quality of our
financial reporting and our critical accounting policies. The
Audit Committee meets separately, at least quarterly, with the
independent registered public accounting firm. In addition, the
Audit Committee oversees our existing procedures for the
receipt, retention and handling of complaints related to
auditing, accounting and internal control issues, including the
confidential, anonymous submission by employees of concerns on
questionable accounting and auditing matters. The board of
directors has determined the Audit Committee to be comprised of
John D. Rhodes III and J. Sherman Henderson III. As of the
date of filing, J. Sherman Henderson III is independent in
accordance with Nasdaq Marketplace Rules and regulations
established by the Securities and Exchange Commission, or SEC
Regulations, governing audit committee member independence.
Role
of Compensation Committee.
The Compensation Committee of our Board has primary
responsibility for assisting the Board in developing and
evaluating potential candidates for executive positions,
including the CEO, and for overseeing the development of
executive succession plans. As part of this responsibility, the
Compensation Committee oversees the design, development and
implementation of the compensation program for the CEO and the
other named executive officers. The Compensation Committee
evaluates the performance of the CEO and determines CEO
compensation in light of the goals and objectives of the
compensation program.
Role
of Executive Officers in Determining Compensation
The CEO and the Compensation Committee together assess the
performance of the other named executives and determine their
compensation, based on initial recommendations from the CEO. Our
CEO assists the Compensation Committee in reaching compensation
decisions with respect to the named executives other than the
CEO. The other named executives do not play a role in their own
compensation determination, other than discussing individual
performance objectives with the CEO. Our CEO is not involved
with any
4
aspect of determining his own compensation. The Compensation
Committee makes all compensation decisions for our CEO. Although
our CEO assists the Compensation Committee in reaching
compensation decisions with respect to the other named executive
officers, the Compensation Committee has final discretionary
authority to approve compensation of all named executive
officers, including our CEO.
Role
of Compensation Consultant.
The Compensation Committee did not use the services of a
compensation consultant to establish the compensation program
for named executive officers for fiscal year 2008 but did engage
a consultant to assist in fiscal year 2009 compensation
consideration. In the future, the Compensation Committee may
engage or seek the advice of compensation consultants to provide
insight on compensation trends along with general views on
specific compensation programs.
The members of the Compensation Committee are
Messrs. Henderson and Rhodes. The Compensation Committee
held one meeting during 2009.
Policy
Regarding Consideration of Candidates for Director
Stockholder
Nominees
The Board of Directors of the Company will consider stockholder
recommendations for director nominees at the 2010 Annual Meeting
if stockholders comply with the requirements of the
Companys bylaws; a copy of the relevant section of the
bylaws may be obtained from the Companys Secretary at 1961
Bishop Lane, Louisville, Kentucky 40218.
Director
Qualifications
The Board of Directors of the Company seeks to ensure that the
majority of directors qualify as independent under
all applicable rules. The Board of Directors of the Company will
review with the Board the requisite skills and characteristics
for potential nominees. This assessment will include
consideration of the nominees qualification as independent
as well as their background, board skill needs, diversity and
business experience. The Board will seek individuals who have
displayed high ethical standards, integrity and sound business
judgment.
The Board of Directors of the Company may also consider such
other factors as it may deem are in the best interest of the
Company and its stockholders. The manner in which the Board of
Directors of the Company evaluates a potential nominee will not
differ based on whether the nominee is recommended by a
stockholder of the Company.
The Company does not pay a third party fee to assist in
identifying and evaluating nominees, but the Company does not
preclude the potential for using such services if needed as may
be determined at the discretion of the Board of Directors of the
Company.
Code of
Ethics
Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002,
we have adopted a Code of Ethics for all employees including the
Chief Executive Officer and Principal Financial Officer. The
Code of Ethics is posted on our website, www.askbeacon.com,
(under the caption Investor Relations -> Management). We
intend to satisfy the disclosure requirement regarding any
amendment to, or waiver of, a provision of the Code of Ethics
for the Chief Executive Officer and Principal Financial Officer
by posting such information on our website. We undertake to
provide to any person a copy of this Code of Ethics upon request
to our Corporate Secretary at 1961 Bishop Lane, Louisville,
Kentucky 40218.
PROPOSAL 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Pursuant to prior authorization of the Companys Board, the
Audit Committee has appointed the firm of Marcum LLP to serve as
the independent public accountants to audit the financial
statements of the Company
5
for the year ended September 30, 2010. Accordingly, a
resolution will be presented at the Annual Meeting to ratify the
appointment of Marcum LLP. If the stockholders fail to ratify
the appointment of Marcum LLP, the Audit Committee will
reconsider such appointment. Even if the appointment is
ratified, the Audit Committee in its discretion may direct the
appointment of a different independent public accounting firm at
any time during the year if the Audit Committee believes that
such a change would be in the best interests of the Company and
its stockholders. Representatives of Marcum LLP are expected to
be present at the Annual Meeting via teleconference, will have
the opportunity to make a prepared statement, and will be
available to respond to questions, as appropriate.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
OF MARCUM LLP AS THE COMPANYS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30,
2010.
DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the names of our directors and
executive officers, their ages and their current positions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director or
|
|
|
|
|
|
|
Executive
|
Name
|
|
Age
|
|
Position or Office
|
|
Officer Since
|
|
Bruce Widener
|
|
|
48
|
|
|
Director, Chairman, Chief Executive Officer
|
|
|
2007
|
|
J. Sherman Henderson III
|
|
|
67
|
|
|
Director
|
|
|
2007
|
|
John D. Rhodes III
|
|
|
55
|
|
|
Director
|
|
|
2007
|
|
Richard C. Mills
|
|
|
54
|
|
|
President
|
|
|
2007
|
|
Michael Grendi
|
|
|
43
|
|
|
Chief Financial Officer, Secretary, Treasurer
|
|
|
2010
|
|
Gerald Bowman
|
|
|
51
|
|
|
Senior Vice President of Global Services
|
|
|
2009
|
|
Robert Mohr
|
|
|
43
|
|
|
Chief Accounting Officer
|
|
|
2007
|
|
STOCK
OWNERSHIP INFORMATION
The following table sets forth certain information regarding the
ownership of our common stock as of April 6, 2010 by
(i) any person who is known to us to be the beneficial
owner of more than five percent of our common stock,
(ii) all directors, (iii) all executive officers named
in the Summary Compensation Table herein and (iv) all
directors and executive officers as a group. Warrants and
options to acquire our common stock, and convertible preferred
stock included in the amounts listed below are currently
exercisable or convertible or will be exercisable or convertible
within 60 days after April 6, 2010, and are deemed
outstanding for computing the ownership percentage of the
stockholder holding such warrants, option or convertible
preferred stock, but are not deemed outstanding for computing
the ownership percentage of any other stockholder.
|
|
|
|
|
|
|
|
|
|
|
Beneficial
|
|
|
Name
|
|
Ownership
|
|
% of Class
|
|
Bruce Widener(1)
|
|
|
2,933,333
|
|
|
|
7.6
|
%
|
J. Sherman Henderson III(2)
|
|
|
1,035,000
|
|
|
|
2.7
|
%
|
John D. Rhodes III(3)
|
|
|
2,966,606
|
|
|
|
7.7
|
%
|
Richard C. Mills(4)
|
|
|
1,172,333
|
|
|
|
3.0
|
%
|
Michael Grendi
|
|
|
0
|
|
|
|
0.0
|
%
|
Gerald Bowman
|
|
|
0
|
|
|
|
0.0
|
%
|
Robert R. Mohr(5)
|
|
|
198,333
|
|
|
|
0.5
|
%
|
Directors and Named Executives Officers (as a group)
|
|
|
8,305,605
|
|
|
|
21.5
|
%
|
As shareholders with a greater than 5% ownership of the company,
Mr. Wideners address is 1311 Herr Lane, Louisville,
Kentucky 40218 and Dr. Rhodes address is 3615
Woodside Place, Louisville, Kentucky 40222.
6
|
|
|
(1) |
|
Includes 333,333 shares into which vested Stock Options are
exercisable at anytime. |
|
(2) |
|
Includes 30,000 shares held by LANJK, LLC (a limited
liability company wholly owned by Mr. Hendersons wife
with Mr. Henderson as manager). |
|
(3) |
|
Includes 166,667 shares into which the Exchange Bridge
Note, held by Dr. Rhodes, is convertible,
173,000 shares for which the Exchanged Bridge Warrants held
by Dr. Rhodes are exercisable at anytime,
716,662 shares for which the Equity Financing Warrants are
exercisable at anytime, 300,000 warrants to purchase shares in
exchange for his representation on the Board of Directors,
777,777 shares into which the Series B Preferred Stock
is convertible, 350,000 Warrants issued pursuant to the
Series B Preferred Stock purchase, and 112,500 shares
into which the Note Payable Warrants are exercisable at anytime. |
|
(4) |
|
Includes 421,500 vested shares of Beacon Common Stock from
632,250 shares stipulated in the Employment Agreement,
subject to a three-year vesting provision, where such shares
will vest in three equal installments on December 20, 2008,
2009 and 2010. In addition, includes 333,333 shares into
which vested Stock Options are exercisable at anytime. |
|
(5) |
|
Includes 198,333 shares into which vested Stock Options are
exercisable at anytime. |
EXECUTIVE
OFFICERS
The following table sets forth certain information with respect
to the Companys executive officers.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Title
|
|
Bruce Widener
|
|
|
48
|
|
|
Director, Chairman, Chief Executive Officer
|
Richard C. Mills
|
|
|
54
|
|
|
President
|
Michael Grendi
|
|
|
43
|
|
|
Chief Financial Officer, Secretary, Treasurer
|
Gerald Bowman
|
|
|
51
|
|
|
Senior Vice President of Global Services
|
Robert Mohr
|
|
|
43
|
|
|
Chief Accounting Officer
|
Bruce Widener, Director, Chairman and Chief Executive
Officer. Mr. Widener possesses over
19 years of industry experience. Prior to developing and
forming Beacon, Mr. Widener served as Chief Operating
Officer of US Wireless Online, a provider of wireless internet
access and related applications during 2006. On October 9,
2007, US Wireless Online filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy
Code. From 2004 to 2006 Mr. Widener served as Senior Vice
President of Corporate Development of UniDial
Communications / Lightyear Network Solutions.
Mr. Widener was an independent contractor with PTEK in 2002
and became Senior Vice President of Indirect Channel Sales in
2003 through 2004.
Richard C. Mills, President. Mr. Mills
possesses over 26 years of industry experience. Prior to
joining Beacon, he joined publicly traded Pomeroy Computer
Resources, Inc. in 1993 and served as Chief Operating Officer
and a member of the Board of Directors from 1995 until 1999.
Mr. Mills previously served as CEO of Cyberswap, Inc. where
he grew sales from $2 million per month to over
$10 million per month in less than one year. He was a
founder of Strategic Communications LLC.
Michael Grendi, Chief Financial Officer, Treasurer and
Secretary. On February 17, 2010, the Company
appointed Michael Grendi to the officer position of Chief
Financial Officer, Treasurer and Secretary. Mr. Grendi
brings over 20 years of experience with publicly traded
companies in the fields of finance, accounting and
mergers & acquisitions. His prior roles have included:
Chief Financial Officer of the Americas Division for Travelex, a
UK based global technology company specializing in foreign
exchange; Head of Domestic Corporate Finance Group for Yum!
Brands, which operates and licenses such well known chains as
Taco Bell, Pizza Hut and KFC; Head of North American
Mergers & Acquisitions at ABN AMRO Investment Banking
and Vice President of the Corporate Finance Group at
Société Générale, one of Europes
largest financial services companies. Mr. Grendi, a C.P.A,
graduated from Columbia Business School with a M.B.A.
Gerald Bowman, Senior Vice President of Global
Services. On November 18, 2009, the Company
appointed Gerald Bowman to the officer position of Senior Vice
President of Global Services. Mr. Bowman
7
brings over 20 years of experience in the IT industry
serving in roles which included: Managing Director/Vice
President of Enterprise Global Services for CommScope, a
$4 billion manufacturer of connectivity solutions for
communications networks; Chief Operating Officer for Superior
Systems Technologies; Vice President of Engineering at Riser
Management Systems, and Vice President and General Manager at
VARtek.
Robert R. Mohr, CPA, Chief Accounting
Officer. Prior to joining Beacon, Mr. Mohr
served as Director of Financial Reporting of Triple Crown Media,
Inc. (NASDAQ: TCMI), a $130 million sports marketing,
association management and newspaper concern, where he was in
charge of SEC compliance, financial reporting and analysis from
2005 to 2007. From 2002 to 2005 Mr. Mohr was Chief
Financial Officer of Culinary Standards Corp. Over the past
18 years Mr. Mohr has served in senior financial roles
in both public and private companies in varying stages of
development including
start-ups,
mergers and acquisitions, restructurings, leveraged buy-outs and
turnarounds. Pursuant to financial roles, Mr. Mohr has also
served as the leader of human resources, information technology,
distribution and customer service.
EXECUTIVE
COMPENSATION
The following Summary Compensation Table shows the compensation
earned for the time periods by: (1) the Chief Executive
Officer, (2) the President, (3) the Chief Financial
Officer, and (4) each of the two other highest compensated
executive officers of the Company serving at September 30,
2009 (collectively, the Named Executive Officers).
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonquali-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
fied
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Deferred
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Compen-
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Plan
|
|
sation
|
|
Compen-
|
|
|
|
|
|
|
|
|
Bonus ($)
|
|
Awards ($)
|
|
Awards ($)
|
|
Compen-
|
|
Earnings
|
|
sation
|
|
Total
|
Name and Principal
|
|
Year
|
|
Salary ($)
|
|
(1)
|
|
(2)
|
|
(3)
|
|
sation ($)
|
|
($)
|
|
($)
|
|
($)
|
Position (A)
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
(G)
|
|
(H)
|
|
(I)
|
|
(J)
|
|
Bruce Widener
|
|
|
2009
|
|
|
|
203,035
|
(4)
|
|
|
|
|
|
|
|
|
|
|
104,795
|
(5)
|
|
|
|
|
|
|
|
|
|
|
12,893
|
(6)
|
|
|
215,928
|
|
Chairman, Chief
|
|
|
2008
|
|
|
|
190,378
|
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,912
|
(8)
|
|
|
307,085
|
|
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard C. Mills
|
|
|
2009
|
|
|
|
156,086
|
(9)
|
|
|
|
|
|
|
90,202
|
(10)
|
|
|
104,795
|
(11)
|
|
|
|
|
|
|
|
|
|
|
12,696
|
(12)
|
|
|
363,779
|
|
President
|
|
|
2008
|
|
|
|
110,494
|
(13)
|
|
|
|
|
|
|
266,694
|
(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,578
|
(15)
|
|
|
387,766
|
|
Kenneth Kerr
|
|
|
2009
|
|
|
|
150,000
|
(16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,120
|
(17)
|
|
|
262,119
|
|
Chief Operating
|
|
|
2008
|
|
|
|
109,615
|
(18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,306
|
(19)
|
|
|
119,921
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Mohr
|
|
|
2009
|
|
|
|
150,000
|
(20)
|
|
|
|
|
|
|
|
|
|
|
63,699
|
(21)
|
|
|
|
|
|
|
|
|
|
|
4,382
|
(22)
|
|
|
218,081
|
|
Chief Accounting
|
|
|
2008
|
|
|
|
126,923
|
(23)
|
|
|
5,000
|
(24)
|
|
|
|
|
|
|
7,358
|
(25)
|
|
|
|
|
|
|
|
|
|
|
2,743
|
(26)
|
|
|
142,024
|
|
Officer, Treasurer and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald Bowman
|
|
|
2009
|
|
|
|
5,769
|
(27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,769
|
|
Senior Vice President of Global Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For purposes of this Summary Compensation Table, the cash
incentive awards to the named executive officers, which are
discussed in further detail under the heading Compensation
Discussion and Analysis Compensation for Named
Executive Officers for Fiscal Year 2009, have been
characterized as Non-Equity Incentive Plan
Compensation under column (G). |
|
(2) |
|
The amounts in Column (E) represent the proportionate
amount of the total fair value of restricted stock recognized by
us as an expense in fiscal years 2008 and 2009 for financial
accounting purposes, disregarding for this purpose the estimate
of forfeitures related to service-based vesting conditions. The
fair values of these awards and the amounts expensed in fiscal
year 2009 were determined in accordance with ASC 718. The
awards for which expense is shown in column (E) include
awards described in the Grants of Plan-Based Awards table
included elsewhere in this section. The assumptions used in
determining the |
8
|
|
|
|
|
grant date fair values of these awards are set forth in
Note 16 to our consolidated financial statements included
in the Companys annual report on
Form 10-K. |
|
(3) |
|
The amounts in column (F) represent the proportionate
amount of the total fair value of stock options recognized by us
as an expense in fiscal years 2008 and 2009 for financial
accounting purposes, disregarding for this purpose the estimate
of forfeitures related to service-based vesting conditions. The
fair value of these awards and the amounts expensed in fiscal
years 2008 and 2009 were determined in accordance with
ASC 718. The awards for which expense is shown in column
(F) include the awards described in the Grants of
Plan-Based Awards table included elsewhere in this section. The
assumptions used in determining the grant date fair values of
these awards are set forth in Note 16 to our consolidated
financial statements included in the Companys annual
report on
Form 10-K. |
|
(4) |
|
Amount includes $240,000 annual salary under the terms of
Mr. Wideners employment agreement and amounts agreed
upon with Founders prior to execution of the employment
agreement. |
|
(5) |
|
Amount relates to unrestricted stock grant which is discussed in
further detail in Note 16 to our consolidated financials
statements included in the Companys annual report on
Form 10-K. |
|
(6) |
|
Amount paid for 401(K) match, medical, dental and vision
insurance. |
|
(7) |
|
Amount includes $180,000 annual salary under the terms of
Mr. Wideners employment agreement and amounts agreed
upon with Founders prior to execution of the employment
agreement. |
|
(8) |
|
Amount paid for medical, dental and vision insurance. |
|
(9) |
|
Amount includes $150,000 annual salary under the terms of
Mr. Mills employment agreement and amounts agreed
upon with Founders prior to execution of the employment
agreement. |
|
(10) |
|
Amount relates to restricted stock grant which is discussed in
further detail in Note 16 to our consolidated financial
statements included in the Companys annual report on
Form 10-K. |
|
(11) |
|
Amount relates to unrestricted stock grant which is discussed in
further detail in Note 16 to our consolidated financial
statements included in the Companys annual report on
Form 10-K. |
|
(12) |
|
Amount paid for 401k, match, medical, dental and vision
insurance. |
|
(13) |
|
Amount includes $150,000 annual salary under the terms of
Mr. Mills employment agreement for partial year since
execution of the employment agreement.. |
|
(14) |
|
Amount relates to restricted stock grant which is discussed in
further detail in Note 16 to our consolidated financial
statements included in the Companys annual report on
Form 10-K. |
|
(15) |
|
Amount paid for medical, dental and vision insurance. |
|
(16) |
|
Amount includes $150,000 annual salary under the terms of
Mr. Kerrs employment agreement and amounts agreed
upon with Founders prior to execution of the employment
agreement. |
|
(17) |
|
Amount paid for medical, dental and vision insurance. |
|
(18) |
|
Amount includes $150,000 annual salary under the terms of
Mr. Kerrs employment agreement for partial year since
execution of the employment agreement. |
|
(19) |
|
Amount paid for medical, dental and vision insurance . |
|
(20) |
|
Amount includes $150,000 annual salary under the terms of
Mr. Mohrs employment agreement and amounts agreed
upon with Founders prior to execution of the employment
agreement. |
|
(21) |
|
Amount relates to unrestricted stock grant which is discussed in
further detail in Note 16 to our consolidated financials
statements included in the Companys annual report on
Form 10-K. |
|
(22) |
|
Amount paid for 401k match, medical, dental and vision insurance |
|
(23) |
|
Amount includes $150,000 annual salary under the terms of
Mr. Mohrs employment agreement for partial year since
execution of the employment agreement. |
|
(24) |
|
Amount represents a bonus for timely filing of documents with
the Securities Exchange Commission. |
|
(25) |
|
Amount represents non-cash compensation expense recognized for
financial accounting purposes determined in accordance with
ASC 718. |
|
(26) |
|
Amount paid for medical, dental and vision insurance. |
9
Amount includes $150,000 annual salary under the terms of
Mr. Bowmans employment agreement for partial year
since execution of the employment agreement
Outstanding
Equity Awards at Fiscal Year-End
The following table details the equity incentive awards
outstanding as of September 30, 2009. For additional
information about the option awards, see Equity
Awards and Compensation for Named Executive Officers
in Fiscal Year 2009 under Compensation Discussion
and Analysis.
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan
|
|
|
Option Awards
|
|
|
|
|
|
Incentive
|
|
Awards:
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Market or
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Payout
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
Market
|
|
Unearned
|
|
Unearned
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Number
|
|
Value of
|
|
Shares,
|
|
Shares,
|
|
|
Number of
|
|
Number of
|
|
Unearned
|
|
|
|
|
|
of Shares
|
|
Shares or
|
|
Units or
|
|
Units or
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
or Units
|
|
Units of
|
|
Other
|
|
Other
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
of Stock
|
|
Stock
|
|
Rights
|
|
Rights
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
|
|
|
|
that have
|
|
that have
|
|
that have
|
|
that have
|
|
|
Options
|
|
Options
|
|
Options
|
|
Option
|
|
Option
|
|
Not
|
|
Not
|
|
Not
|
|
Not
|
|
|
(#)
|
|
(#)
|
|
(#)
|
|
Exercise
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Unexercisable
|
|
Price
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
(A)
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
(G)
|
|
(H)
|
|
(I)
|
|
(J)
|
|
Bruce Widener
|
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
$
|
1.19
|
|
|
|
5/8/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard C. Mills
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
421,500
|
|
|
|
442,575
|
|
|
|
|
|
|
|
|
|
Richard C. Mills
|
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
$
|
1.19
|
|
|
|
5/8/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Mohr
|
|
|
20,000
|
|
|
|
40,000
|
|
|
|
|
|
|
$
|
1.20
|
|
|
|
3/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Mohr
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
$
|
0.80
|
|
|
|
1/9/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Mohr
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
$
|
1.19
|
|
|
|
5/8/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
Exercises and Stock Vested
The following table provides information on stock awards vested
for the year ended September 30, 2009. Pursuant to a grant
of 782,250 shares of restricted stock to Mr. Mills,
awarded on December 20, 2007, 150,000 shares vested on
that date when the stock was valued at $0.85 per share.
Subsequent vesting occurs in equal amounts annually on each of
December 21, 2008, 2009, and 2010, at December 21,
2008 when 210,750 shares vested the stock was valued at
$1.20 per share.
Option
Exercises and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number
|
|
|
|
Number
|
|
|
|
|
of Shares
|
|
Value
|
|
of Shares
|
|
Value
|
|
|
Acquired
|
|
Realized
|
|
Acquired
|
|
Realized
|
|
|
on
|
|
on
|
|
on
|
|
on
|
|
|
Exercise
|
|
Exercise
|
|
Vesting
|
|
Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
(A)
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
Richard C. Mills
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
$
|
127,500
|
|
|
|
|
|
|
|
|
|
|
|
|
210,750
|
|
|
$
|
252,900
|
|
Potential
Payments Upon Termination or Change in Control
The following table summarizes the value of the termination
payments and benefits Mr. Widener, Mills, and Mohr would
receive if they had terminated employment on September 30,
2009 under the circumstances shown pursuant to the terms of the
employment agreements we have entered into with each of them.
For
10
further description of the employment agreement governing these
payments, see Employment Agreements. Other than the
employment agreements with our named executives, there is no
formal policy with respect to payments to named executive
officers upon a termination of such officer or change in control
of the Company. In addition, the employment agreements with our
named executives do not provide for any payments upon a change
in control. The tables exclude (i) amounts accrued through
September 30, 2009 that would be paid in the normal course
of continued employment, such as accrued but unpaid salary and
earned annual bonus for fiscal year 2009 and reimbursed business
expenses and (ii) vested account balances under our 401(k)
Plan that is generally available to all of our employees.
Bruce
Widener
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
by Company
|
|
Termination
|
|
|
|
|
|
|
|
|
Without Cause
|
|
Following or
|
|
|
|
|
|
|
|
|
or Executive
|
|
Prior to a
|
|
|
|
|
|
|
|
|
with Good
|
|
Change in
|
|
|
Retirement
|
|
Death
|
|
Disability
|
|
Reason
|
|
Control
|
Benefit
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Cash Severance
|
|
|
|
|
|
$
|
240,000
|
(1)
|
|
$
|
240,000
|
(1)
|
|
$
|
720,000
|
(1)
|
|
|
|
(2)
|
Acceleration of Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Acceleration of Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Health & Welfare Benefits
|
|
|
|
(3)
|
|
|
|
(3)
|
|
|
3,121
|
(3)
|
|
|
3,121
|
(3)
|
|
|
|
(2)
|
|
|
|
(1) |
|
Excluding accrued, but unpaid, base salary, annual bonus,
accrued vacation, 401(k) payments and unreimbursed business
expenses. |
|
(2) |
|
Executive is not entitled to any specific payments upon a change
in control, other than such payment that Executive would
otherwise be entitled to if termination upon a change in control
is by reason of death or disability or by the Company without
Cause or the Executive for Good Reason, as provided in the
related columns. |
|
(3) |
|
Executive is entitled to continued participation in our group
health plan, assuming he makes a timely election of continuation
coverage under COBRA, at the Companys expense. |
Richard
Mills
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
by Company
|
|
Termination
|
|
|
|
|
|
|
|
|
Without Cause
|
|
Following or
|
|
|
|
|
|
|
|
|
or Executive
|
|
Prior to a
|
|
|
|
|
|
|
|
|
with Good
|
|
Change in
|
|
|
Retirement
|
|
Death
|
|
Disability
|
|
Reason
|
|
Control
|
Benefit
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Cash Severance
|
|
|
|
|
|
$
|
37,500
|
(1)
|
|
$
|
37,500
|
(1)
|
|
$
|
150,000
|
(1)
|
|
$
|
|
(2)
|
Acceleration of Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445,124
|
(3)
|
|
$
|
|
(2)
|
Acceleration of Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
(2)
|
Health & Welfare Benefits
|
|
|
|
(4)
|
|
|
|
(4)
|
|
|
3,001
|
(4)
|
|
|
3,001
|
(4)
|
|
$
|
|
(2)
|
|
|
|
(1) |
|
Excluding accrued, but unpaid, base salary, annual bonus,
accrued vacation, 401(k) payments and unreimbursed business
expenses. |
|
(2) |
|
Executive is not entitled to any specific payments upon a change
in control, other than such payment that Executive would
otherwise be entitled to if termination upon a change in control
is by reason of death or disability or by the Company without
Cause or the Executive for Good Reason, as provided in the
related columns. |
|
(3) |
|
Upon termination by the Company for Cause or the Executive for
Good Reason, restricted stock vests as described in Note 14
to the consolidated financial statements. |
11
|
|
|
(4) |
|
Executive is entitled to continued participation in our group
health plan, assuming he makes a timely election of continuation
coverage under COBRA, at the Companys expense. |
Robert
Mohr
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
by Company
|
|
Termination
|
|
|
|
|
|
|
|
|
Without Cause
|
|
Following or
|
|
|
|
|
|
|
|
|
or Executive
|
|
Prior to a
|
|
|
|
|
|
|
|
|
with Good
|
|
Change in
|
|
|
Retirement
|
|
Death
|
|
Disability
|
|
Reason
|
|
Control
|
Benefit
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Cash Severance
|
|
|
|
|
|
$
|
37,500
|
(1)
|
|
$
|
37,500
|
(1)
|
|
$
|
150,000
|
(1)
|
|
|
|
(2)
|
Acceleration of Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Acceleration of Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Health & Welfare Benefits
|
|
|
|
(3)
|
|
|
|
(3)
|
|
|
977
|
(3)
|
|
|
977
|
(3)
|
|
|
|
(2)
|
|
|
|
(1) |
|
Excluding accrued, but unpaid, base salary, annual bonus,
accrued vacation, 401(k) payments and unreimbursed business
expenses. |
|
(2) |
|
Executive is not entitled to any specific payments upon a change
in control, other than such payment that Executive would
otherwise be entitled to if termination upon a change in control
is by reason of death or disability or by the Company without
Cause or the Executive for Good Reason, as provided in the
related columns. |
|
(3) |
|
Executive is entitled to continued participation in our group
health plan, assuming he makes a timely election of continuation
coverage under COBRA, at the Companys expense. |
Gerald
Bowman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
by Company
|
|
Termination
|
|
|
|
|
|
|
|
|
Without Cause
|
|
Following or
|
|
|
|
|
|
|
|
|
or Executive
|
|
Prior to a
|
|
|
|
|
|
|
|
|
with Good
|
|
Change in
|
|
|
Retirement
|
|
Death
|
|
Disability
|
|
Reason
|
|
Control
|
Benefit
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Cash Severance
|
|
|
|
|
|
$
|
37,500
|
(1)
|
|
$
|
37,500
|
(1)
|
|
$
|
150,000
|
(1)
|
|
|
|
(2)
|
Acceleration of Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Acceleration of Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Health & Welfare Benefits
|
|
|
|
(3)
|
|
|
|
(3)
|
|
|
977
|
(3)
|
|
|
977
|
(3)
|
|
|
|
(2)
|
|
|
|
(1) |
|
Excluding accrued, but unpaid, base salary, annual bonus,
accrued vacation, 401(k) payments and unreimbursed business
expenses. |
|
(2) |
|
Executive is not entitled to any specific payments upon a change
in control, other than such payment that Executive would
otherwise be entitled to if termination upon a change in control
is by reason of death or disability or by the Company without
Cause or the Executive for Good Reason, as provided in the
related columns. |
|
(3) |
|
Executive is entitled to continued participation in our group
health plan, assuming he makes a timely election of continuation
coverage under COBRA, at the Companys expense. |
DIRECTOR
COMPENSATION
Our directors have agreed to serve on our board of directors
based on their existing equity position in Beacon. John D.
Rhodes III was issued 300,000 Warrants to purchase Beacon
common stock in exchange for his service on the board by
unanimous vote in a Board Meeting on March 26, 2008. On
January 9, 2009, the Compensation Committee resolved to pay
directors $500 per meeting via telephone and $2,500 per meeting
in
12
person but the directors unanimously agreed to waive this
compensation until such time as the company achieved positive
net income. As a result, no director received or accrued any
compensation for service in fiscal year 2009.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who was a member of the Compensation Committee during
the twelve months ended September 30, 2009 was a present or
former officer or employee of ours. None of our executive
officers served during the twelve months ended
September 30, 2009 as a director or member of a
compensation committee of any entity one of whose executive
officers served on the Board or the Compensation Committee.
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
of Compensation Philosophy
The goal of our compensation program for our named executive
officers is the same as our goal for operating
Beacon to create long-term value for our
stockholders. Toward this goal, we have designed and implemented
our compensation programs for our named executive officers to
reward them for sustained financial and operating performance
and leadership excellence, to align their interests with those
of our stockholders and to encourage them to remain with us for
long and productive careers. Most of our compensation elements
simultaneously fulfill one or more of our performance, alignment
and retention objectives, as described below. These elements
consist of salary, annual bonus and share-based incentive
compensation. In deciding on the type and amount of compensation
for each named executive, we focus on both current pay and the
opportunity for future compensation. We combine the compensation
elements for each named executive in a manner we believe
optimizes the executives contribution to us.
Overview
of Compensation Objectives
Performance.
The amount of compensation for each named executive officer
reflects his superior management experience, continued high
performance and exceptional career of service to us. Key
elements of compensation that depend upon the named executive
officers performance include:
|
|
|
|
|
Base salary, which provides fixed compensation based on
competitive market practice and in accordance with the terms of
the executives employment agreement.
|
|
|
|
Bonus, which is discretionary and payable in cash or equity
incentives based on an assessment of each executives
performance against pre-determined quantitative and qualitative
measures within the context of our overall performance.
|
|
|
|
Equity incentive compensation in the form of stock options
and/or
restricted stock subject to vesting schedules that require
continued service with us.
|
|
|
|
Our matching contributions to our named executive officers who
participate in our 401(k) plan.
|
|
|
|
Other benefits.
|
Base salary and bonus are designed to reward annual achievements
and be commensurate with the executives scope of
responsibilities, demonstrated leadership abilities, and
management experience and effectiveness. Share-based
compensation is focused on motivating and challenging the
executive to achieve superior, longer-term, sustained results.
Alignment.
We seek to align the interests of our named executive officers
with those of our stockholders, and provide them with an
opportunity to acquire a proprietary interest in us, by
evaluating executive performance on the basis of key financial
measurements, which we believe closely correlate to long-term
stockholder value,
13
including revenue, operating profit and cash flow from operating
activities. Key elements of compensation that align the
interests of the named executives with stockholders include
equity incentive compensation, which links a significant portion
of compensation to stockholder value because the total value of
those awards corresponds to stock price appreciation that
correlates strongly with meeting company performance goals.
Retention.
Due to extensive management experience, our senior executives
are on occasion presented with other professional opportunities,
including ones at potentially higher compensation levels. We
attempt to retain our executives by using continued service as a
determinant of total pay opportunity. Key elements of
compensation that require continued service to receive any, or
maximum, payout include the vesting terms in our equity-based
compensation programs, including stock option and restricted
stock awards.
Implementing
Our Objectives
Determining
Appropriate Pay Levels.
We compete with many other companies for experienced and
talented executives. As such, market information regarding pay
practices at peer companies (as provided in the public reports
filed by such companies with the SEC) is reviewed and considered
in assessing the reasonableness of compensation and ensuring
that compensation levels remain competitive in the marketplace.
We rely upon our subjective judgment in making compensation
decisions, after reviewing our performance and carefully
evaluating an executives performance during the year
against established goals, leadership qualities, operational
performance, business responsibilities, such individuals
career with us, current compensation arrangements and long-term
potential to enhance stockholder value. Specific factors
affecting compensation decisions for our named executive
officers include:
|
|
|
|
|
Key financial measurements such as revenue, operating profit and
cash flow from operating activities.
|
|
|
|
Strategic objectives such as acquisitions, dispositions or joint
ventures.
|
|
|
|
Promoting commercial excellence by launching new or continuously
improving services, and attracting and retaining customers.
|
|
|
|
Achieving specific operational goals for us including improved
productivity, simplification and risk management.
|
|
|
|
Achieving excellence in their organizational structure and among
their employees.
|
We generally do not adhere to rigid formulas or necessarily
react to short-term changes in business performance in
determining the amount and mix of compensation elements.
Although we consider competitive market compensation paid by
other companies, we do not attempt to maintain a certain target
percentile within a peer group or otherwise rely on those data
to determine executive compensation. We incorporate flexibility
into our compensation programs and in the assessment process to
respond to and adjust for the evolving business environment.
Allocation
of Compensation
There is no pre-established policy or target for the allocation
of compensation, other than the employment agreements as
previously referenced. We strive to achieve an appropriate mix
between equity incentive awards and cash payments in order to
meet our objectives. Any apportionment goal is not applied
rigidly and does not control our compensation decisions; we use
it as another tool to assess an executives total pay
opportunities and whether we have provided the appropriate
incentives to accomplish our compensation objectives. Our mix of
compensation elements is designed to reward recent results and
motivate long-term performance through a combination of cash and
equity incentive awards. We believe the most important indicator
of whether our compensation objectives are being met is our
ability to motivate our named executive officers to deliver
superior performance and retain them on a cost-effective basis.
14
Timing
of Compensation
As discussed elsewhere, compensation (including salary base
adjustments, stock options and restrictive stock awards,
incentive plan eligibility, incentive plan goal specifications
and incentive plan payments, for our named executive officers)
are typically reviewed annually.
Minimum
Stock Ownership Requirements
We do not have any minimum stock ownership guidelines. All of
our named executive officers, however, currently beneficially
own either one, or a combination, of shares of common stock,
shares of our restricted stock, or stock options to purchase our
common stock.
Annual
Compensation Objectives
Base
Salary.
Base salaries for our named executive officers depend on the
scope of their responsibilities, their performance, and the
period over which they have performed those responsibilities.
Decisions regarding salary increases take into account the
executives current salary and the amounts paid to the
executives peers within and outside Beacon. Base salaries
are reviewed periodically, but are not automatically increased
if the Compensation Committee believes that other elements of
compensation are more appropriate in light of our stated
objectives. This strategy is consistent with our primary intent
of offering compensation that is contingent on the achievement
of performance objectives.
Beacon entered into employment agreements with three of its key
executives with no specific expiration dates that provide for
aggregate annual compensation of $540,000 and up to $1,020,000
of severance payments for termination without cause. We discuss
the terms and conditions of these agreements under
Employment Agreements.
Bonus.
Each September, the CEO reviews with the Compensation Committee
our estimated full-year financial results against the financial,
strategic and operational goals established for the year, and
our financial performance in prior periods. Based on that
review, the Compensation Committee determines on a preliminary
basis whether each named executive officer has achieved the
objectives upon which the bonus is evaluated. After reviewing
the final full-year results, the Compensation Committee approves
total bonuses to be awarded. Bonuses will be approved subject to
the results of our year-end financial audit and paid shortly
thereafter.
The Compensation Committee, with input from the CEO with respect
to the other named executive officers, uses discretion in
determining the current years bonus for each named
executive officer. It evaluates our overall performance, the
performance of the business unit or function that the named
executive officer leads and an assessment of each executive
officers performance against expectations, which is
reviewed at the end of the year. The bonuses also reflect (and
are proportionate to) the consistently increasing and sustained
annual financial results of Beacon. We believe that the annual
bonus rewards the executives who drive these results and
incentivizes them to sustain this performance.
Whether or not a bonus is in fact earned by an executive is
based on both an objective analysis (predetermined operating
profit targets based on budgeted operating revenues) and a
subjective analysis (based on the individuals contribution
to us or the business unit), The financial objective for each
named executive officer for fiscal year 2008 and 2009 are
discussed below. In making the subjective determinations, the
Compensation Committee does not base its determination on any
single performance factor nor does it assign relative weights to
factors, but considers a mix of factors, including evaluations
of superiors, and evaluates an individuals performance
against such mix in absolute terms in relation to our other
executives.
The salaries paid and the annual bonuses awarded to the named
executive officers for fiscal years 2008 and 2009 are discussed
below and disclosed in the Summary Compensation Table.
15
Equity
Awards
Our equity incentive compensation program is designed to
recognize scope of responsibilities, reward demonstrated
performance and leadership, motivate future superior
performance, align the interests of the executive with our
stockholders and retain the executives through the vesting
period established for the awards. All of our officers and key
employees (including our named executive officers) and our
directors are eligible for grants of stock options and other
stock-based awards (including restricted stock). We consider the
grant size and the appropriate combination of stock options,
common stock and restricted stock when making award decisions.
Equity incentive compensation granted for fiscal 2008 and 2009
is discussed below and disclosed in the Summary Compensation
Table. Existing ownership levels are not a factor in award
determination, as we do not want to discourage executives from
holding our stock.
We have expensed stock option grants. When determining the
appropriate combination of stock options and restricted stock,
our goal is to weigh the cost of these grants with their
potential benefits as a compensation tool. We believe that
providing combined grants of stock options and restricted stock
effectively balances our objective of focusing the named
executive officers on delivering long-term value to our
stockholders, with our objective of providing value to the
executives with the equity awards. Stock options only have value
to the extent the price of our stock on the date of exercise
exceeds the exercise price on the grant date, and thus are an
effective compensation element only if the stock price grows
over the term of the award. In this sense, stock options are a
motivational tool. Unlike stock options, restricted stock offers
executives the opportunity to receive shares of our stock on the
date the restricted stock vests. In this regard, restricted
stock serves both to reward and retain executives, as the value
of the restricted stock is linked to the price of our stock on
the date the restricted stock vests.
401(k)
Plan
We have a 401(k) Savings Plan qualified under
Section 401(k) of the Internal Revenue Code, as amended,
which is available to all our employees on date of hire.
Employees may contribute their salary up to the statutory to the
plan through voluntary salary deferred payments. We matched 100%
of the first 1% and 50% of the next 5% of each employees
contribution up to 6% of the employees salary until
November 9, 2008 at which time the Board of Directors voted
to revise the matching contribution to a performance based,
profit sharing match.
Eligible named executive officers participated in the 401(k)
Plan in fiscal year 2008 and 2009 and received matching
contribution from us under the 401(k) Plan for the year ended
September 30, 2008 and 2009 as follows:
|
|
|
|
|
|
|
|
|
|
|
Matching
|
|
Matching
|
|
|
Contributions
|
|
Contributions
|
|
|
for the Twelve
|
|
for the Twelve
|
|
|
Months Ended
|
|
Months Ended
|
|
|
September 30,
|
|
September 30,
|
Named Executive Officer
|
|
2008
|
|
2009
|
|
Bruce Widener
|
|
$
|
4,274
|
|
|
$
|
773
|
|
Richard C. Mills
|
|
$
|
3,433
|
|
|
$
|
577
|
|
Kenneth Kerr
|
|
$
|
3,433
|
|
|
$
|
|
|
Robert Mohr
|
|
$
|
3,607
|
|
|
$
|
606
|
|
Other
Compensation.
We provide our named executive officers with medical, dental and
vision insurance coverage that are consistent with those
provided to our other employees. In addition, we provide certain
perquisites, which are described in the Summary Compensation
Table, to our named executive officers, as a component of their
total compensation.
Compensation for Named Executive Officers in Fiscal 2008 and
2009 Strength of company performance. The
specific compensation decisions made for each of the named
executive officers for the years ended September 30, 2008
and 2009 reflect our performance against key financial and
operational measurements. A more detailed analysis of our
financial and operational performance is contained in the
Managements
16
Discussion & Analysis contained elsewhere in this
Annual Report on
Form 10-K.
Revenue and earnings before interest, taxes, depreciation and
amortization (EBITDA) for the years ended September 30,
2008 and 2009 fell below expectations. However, we achieved
several of our key priorities in combining and integrating the
four acquisitions and transitioning to a publicly traded company
during Fiscal 2008 and obtaining significant increases in
business as we launched our Infrastructure Management Services
and launching international operations in Fiscal 2009.
CEO Compensation. In determining
Mr. Wideners compensation for the years ended
September 30, 2008 and 2009, the Compensation Committee
considered his performance against financial, strategic and
operational goals for this year as follows:
Financial
Objectives
Revenue and EBITDA for fell short of our projections for the
years ended September 30, 2008 and 2009.
Strategic
and Operational Goals
|
|
|
Execute Phase I Acquisitions |
|
Mr. Widener successfully executed the Phase I Acquisition
plan and reverse merger to create Beacon as a public company. |
|
Integrate Phase I Acquisitions |
|
We successfully integrated the four companies into a single
business providing the comprehensive services contemplated under
the original plan. |
|
Retain Excellent Team |
|
Mr. Widener continued to attract and retain a strong
management expertise at all levels of the organization. |
|
Launched Foreign Operations |
|
Mr. Widener successfully launched foreign operations
through the acquisition of Symbiotec Solution AG. |
Mr. Wideners salary for the years ended
September 30, 2008 and 2009 were $190,378 and $235,342
which included retro pay for the successful conclusion of the
Phase I Acquisitions and unpaid retro-pay of $32,308 related to
an increase received during the year, respectively.
Other Named Executive Officers
Compensation. In determining the compensation of
Messrs. Mills and Mohr for the years ended
September 30, 2008 and 2009, the Compensation Committee
compared their achievements against the performance objectives
established for each of them at the beginning of the year and
discussed with each individual at the beginning of the year by
the CEO. The Compensation Committee evaluated our overall
performance and the contributions of each of the other named
executive officers to that performance, as well as the
performance of the departments that each individual leads when
relevant. Each of the other named executive officers has an
employment agreement which defines their base salaries.
Mr. Mohr earned a bonus during the year ended
September 30, 2008 for timely delivery of reports to the
Securities and Exchange Commission. Based on our shortfall from
our planned revenue and EBITDA, the base salaries remained the
same as in Fiscal 2008 for Fiscal 2009 but were evaluated based
on achieving specific goals for the fiscal year 2009.
Executive
Compensation Tax Deductibility
Section 162(m) of the Code generally provides that the
compensation paid by publicly held corporations to the chief
executive officer and the four most highly paid senior executive
officers in excess of $1,000,000 per executive will be
deductible by the Company only if paid pursuant to qualifying
performance-based compensation plans approved by shareholders of
the Company. Compensation as defined by the Code includes, among
other things, base salary, incentive compensation and gains on
stock options and restricted Common Stock. Although the Company
currently attempts to structure all incentive compensation to be
deductible for federal income tax purposes, the Companys
primary policy is to maximize the effectiveness of the
Companys executive compensation program. In that regard,
the Committee intends to remain flexible to take actions which
are deemed to be in the best interests of the Company and its
shareholders. Such actions have not always qualified for tax
deductibility under the Code and may not do so in the future.
17
Employment
Agreements
Beacon has entered into employment agreement with each of Bruce
Widener, Richard C. Mills and Robert Mohr, each effective as of
May 8, 2009. Each executive officer has agreed not to
compete with us within the United States during the term of his
employment and for a period of one year following his
termination of employment, nor to solicit our employees for a
period of two years following the termination of his employment.
Bruce Widener, Chairman of the Board and Chief Executive
Officer, was granted a base salary of $240,000 per year,
retroactive to January 1, 2009, with a bonus potential of
an additional $240,000 based on achievement of an increase in
EBITDA of $5.0 million for the fiscal year ended
September 30, 2009 as compared to the fiscal year ended
September 30, 2008, measured as 24% of Fiscal 2009 EBITDA.
In addition, the agreement includes a provision for three years
severance pay for termination without cause, upon a change in
control or if the executive resigns for good reason, including
50% of all unearned bonus opportunity for the remaining term of
the agreement, immediate vesting of all unearned options,
outplacement services and office expenses of up to $2,000 per
month during the severance period. Finally, the agreement
provides a grant of options to purchase up to 1.0 million
shares of our common stock at an exercise price of $1.19 per
share which vest in equal amounts over a three year period on
the anniversary of the grant. The term of the agreement is
36 months and it provides for a minimum annual 5% cost of
living adjustment.
Richard Mills, President, was granted a base salary of
$150,000 per year with a bonus potential of $80,000 based on
achievement of an increase in EBITDA of $5.0 million for
the fiscal year ended September 30, 2009 as compared to the
fiscal year ended September 30, 2008, measured as 8% of
Fiscal 2009 EBITDA. In addition, the agreement provides for
commissions of approximately $120,000 based on the achievement
of specific revenue targets and an expense allowance of $12,000
for entertaining clients and corporate functions. Further, the
agreement includes a provision for 12 months severance pay
for termination without cause or if the executive resigns for
good reason. Finally, the agreement provides a grant of options
to purchase up to 1.0 million shares of our common stock at
an exercise price of $1.19 per share which vest in equal amounts
over a three year period on the anniversary of the grant.
Robert Mohr, Chief Accounting Officer, Secretary and
Treasurer, was granted a base salary of $150,000 per year with a
bonus potential of an additional $60,000 based on achievement of
an increase in EBITDA of $5.0 million for the fiscal year
ended September 30, 2009 as compared to the fiscal year
ended September 30, 2008, measured as 6% of Fiscal 2009
EBITDA. In addition, the agreement includes a provision for
12 months severance pay for termination without cause or if
the executive resigns for good reason. Finally, the agreement
provides a grant of options to purchase up to
250,000 shares of our common stock at an exercise price of
$1.19 per share which vest in equal amounts over a three year
period on the anniversary of the grant.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee of the Board of Directors has
reviewed and discussed with management the Compensation
Discussion and Analysis required by Item 402(b) of
Regulation S-K.
Based on the review and discussion referred to above, the
Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this proxy
statement.
The Compensation Committee
J. Sherman Henderson III
John D. Rhodes III
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On July 16, 2007, Beacon entered into a $500,000 Bridge
Financing Facility provided by J. Sherman Henderson, a founding
stockholder and a director of our Company, and Robert Clarkson,
a founding stockholder and former director of our Company.
18
On November 15, 2007, we issued $200,000 of convertible
notes payable (the Bridge Notes) in a separate debt
financing. Of this amount, $100,000 of the Bridge Notes was
issued to Dr. John D. Rhodes III, one of the directors of
Beacon.
Beacon has obtained insurance through an agency owned by Robert
Clarkson, one of our founding stockholders/former director.
Insurance expense paid through the agency for the year ended
September 30, 2008 and 2009 was $114,378 and $190,000 and
is included in selling, general and administrative expense in
the accompanying consolidated statement of operations.
On December 28, 2007, we entered into an equity financing
arrangement with two of our directors that provided up to
$300,000 of additional funding, the terms of which provided for
compensation of 10,000 warrants to purchase common stock at
$1.00 per share per month, to each individual for the period the
financing arrangement was in effect. The warrants have a
five-year term. The financing arrangement was terminated upon
the close of the
Series A-1
Placement. Accordingly, we recognized $58,700 of interest
expense for the years ended September 30, 2008 based on the
fair value of the warrants as they were earned. The fair values
were calculated using the Black-Scholes option pricing model
with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
Fair Value
|
|
|
|
|
|
Risk-Free
|
|
Value
|
|
Charge to
|
|
|
Quantity
|
|
Life
|
|
Strike
|
|
of Common
|
|
Volatility
|
|
Dividend
|
|
Interese
|
|
per
|
|
Interest
|
Date Earned
|
|
Earned
|
|
(Days)
|
|
Price
|
|
Stock
|
|
Rate
|
|
Yield
|
|
Rate
|
|
Warrant
|
|
Expense
|
|
1/28/2008
|
|
|
20,000
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.90
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.80
|
%
|
|
$
|
1.34
|
|
|
$
|
26,800
|
|
2/28/2008
|
|
|
20,000
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.50
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.73
|
%
|
|
$
|
0.99
|
|
|
$
|
19,800
|
|
3/7/2008
|
|
|
10,000
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.75
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.45
|
%
|
|
$
|
1.21
|
|
|
$
|
12,100
|
|
On May 15, 2008, we entered into an equity financing
arrangement with one of our directors that provided up to
$500,000 of additional funding, the terms of which provided for
issuance of warrants to purchase 33,333 shares of common
stock at $1.00 per share per month for the period the financing
arrangement is in effect. The warrants have a five-year term.
The financing arrangement terminates upon the close of a
$3,000,000 equity financing event. On August 19, 2008, we
modified the agreement to increase the commitment to $3,000,000
of additional funding that decreases on a dollar for dollar
basis as we raise capital in subsequent equity financing
transactions up to $3,000,000, upon mutual agreement of our
director and us, or on December 31, 2008. As of
September 30, 2008, $1,700,000 remained available under
this equity arrangement. In consideration for this financing
arrangement, we agreed to issue a five year warrant to purchase
100,000 shares of common stock at an exercise price of
$1.00 per share in addition to the ongoing warrants earned under
the original agreement. Accordingly, we recognized $176,999 and
$288,945 of interest expense for the years ended
September 30, 2008 and 2009 based on the fair value of the
warrants as they were earned. The fair values were calculated
using the Black-Scholes option pricing model with the following
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
Risk-Free
|
|
|
Value
|
|
|
Charge to
|
|
|
|
Quantity
|
|
|
Life
|
|
|
Strike
|
|
|
of Common
|
|
|
Volatility
|
|
|
Dividend
|
|
|
Interese
|
|
|
per
|
|
|
Interest
|
|
Date Earned
|
|
Earned
|
|
|
(Days)
|
|
|
Price
|
|
|
Stock
|
|
|
Rate
|
|
|
Yield
|
|
|
Rate
|
|
|
Warrant
|
|
|
Expense
|
|
|
6/15/2008
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.01
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
3.73
|
%
|
|
$
|
0.58
|
|
|
$
|
19,333
|
|
7/15/2008
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.25
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
3.12
|
%
|
|
$
|
0.78
|
|
|
$
|
26,000
|
|
8/15/2008
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.50
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
3.41
|
%
|
|
$
|
1.00
|
|
|
$
|
33,333
|
|
8/19/2008
|
|
|
100,000
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.25
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
3.07
|
%
|
|
$
|
0.78
|
|
|
$
|
78,000
|
|
9/15/2008
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.05
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.59
|
%
|
|
$
|
3.61
|
|
|
$
|
20,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For year ended September 30, 2008
|
|
$
|
176,999
|
|
|
|
|
|
|
10/15/2008
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.20
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.90
|
%
|
|
$
|
0.74
|
|
|
$
|
24,666
|
|
11/15/2008
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
0.85
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.33
|
%
|
|
$
|
0.45
|
|
|
$
|
15,000
|
|
12/15/2008
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.52
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
1.50
|
%
|
|
$
|
0.99
|
|
|
$
|
33,000
|
|
12/31/2008
|
|
|
16,667
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.01
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
1.55
|
%
|
|
$
|
0.57
|
|
|
$
|
9,500
|
|
1/9/2009
|
|
|
100,000
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
0.80
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
1.51
|
%
|
|
$
|
0.41
|
|
|
$
|
41,000
|
|
2/9/2009
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
0.80
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
1.99
|
%
|
|
$
|
0.41
|
|
|
$
|
13,667
|
|
3/9/2009
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
0.54
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
1.90
|
%
|
|
$
|
0.23
|
|
|
$
|
7,667
|
|
4/9/2009
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
0.75
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
1.90
|
%
|
|
$
|
0.37
|
|
|
$
|
12,333
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
Risk-Free
|
|
|
Value
|
|
|
Charge to
|
|
|
|
Quantity
|
|
|
Life
|
|
|
Strike
|
|
|
of Common
|
|
|
Volatility
|
|
|
Dividend
|
|
|
Interese
|
|
|
per
|
|
|
Interest
|
|
Date Earned
|
|
Earned
|
|
|
(Days)
|
|
|
Price
|
|
|
Stock
|
|
|
Rate
|
|
|
Yield
|
|
|
Rate
|
|
|
Warrant
|
|
|
Expense
|
|
|
5/9/2009
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.19
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.09
|
%
|
|
$
|
0.72
|
|
|
$
|
23,970
|
|
6/9/2009
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.35
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.73
|
%
|
|
$
|
0.86
|
|
|
$
|
28,666
|
|
7/9/2009
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.61
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.31
|
%
|
|
$
|
1.08
|
|
|
$
|
35,983
|
|
8/9/2009
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.20
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.75
|
%
|
|
$
|
0.74
|
|
|
$
|
24,533
|
|
9/9/2009
|
|
|
33,333
|
|
|
|
1,825
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
|
66.34
|
%
|
|
|
0
|
%
|
|
|
2.38
|
%
|
|
$
|
0.57
|
|
|
$
|
18,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For year ended September 30, 2009
|
|
$
|
288,945
|
|
|
|
|
|
|
In addition, contingent upon the drawdown of any part of the
equity financing commitment, the director would earn the right
to purchase up to 1,655,425 shares of their stock owned by
the investors for a purchase price of $0.01 per share. The
equity financing arrangement expired on December 16, 2009
upon closing of a $3,000,000 of equity financing at which time
the directors contingent right to acquire the shares of the
founding shareholders was terminated.
On July 14, 2008, we issued 400 shares of
Series B Preferred Stock and 200,000 (Series B
Offering Warrants) five year common stock purchase
warrants exercisable at $1.20 per share in a Private Placement
transaction for proceeds of $400,000 from one of our directors.
The Series B Preferred Stock is convertible into common
stock at any time, at the option of the holder at a conversion
price of $.90 per share. The Series B Preferred Stock is
also automatically convertible into shares of our common stock,
at the then applicable conversion price upon the closing of a
firm commitment underwritten public offering of shares of our
common stock yielding aggregate proceeds of not less than
$20 million or under certain other circumstances when the
trading volume and average trading prices of the stock attain
certain specified levels.
On August 20, 2008, we entered into a $100,000 debt
financing arrangement with one of our directors under which we
borrowed $100,000 at a 12.00% annual interest rate the principal
of which is not due on any specific date. We also paid a 1.00%
origination fee upon initiation of the credit facility. The
proceeds of the credit facility were used as short term working
capital collateralized by our accounts receivable. We have
accrued $2,400 of interest expense related to this credit
facility during the year ended September 30, 2008 which is
included in accrued expenses and other current liabilities in
the consolidated financial statements.
On January 7, 2009, we entered into a note payable with a
principal amount of $200,000 payable on or before
December 31, 2009, bearing interest at 12% per annum with
one of our directors. The director concurrently authorized us to
issue 300 shares of preferred stock in exchange for this
note and an additional $100,000 note issued prior to
December 31, 2009. We are permitted, but not required, to
redeem these shares at a 1% per month premium beginning
30 days from the date of their issuance at our discretion.
On January 9, 2009, we entered into an equity financing
arrangement with one of our directors that provided a commitment
up to $2.2 million of additional funding. This arrangement
superseded the existing equity financing arrangement between the
same director and the Company that had been entered into on
May 15, 2008 and amended August 19, 2008. Under the
terms of this equity financing arrangement, under certain
circumstances the Company may sell shares of its common stock to
this director at the same price per share and other terms as the
most recent sale of shares of its Common Stock to a third party
in a transaction intended to raise capital. On August 10,
2009, we renewed the existing equity financing arrangement to
provide a commitment of up to $3.0 million of additional
funding. In the event that the equity financing arrangement is
drawn upon by the Company, then the director will have the right
to purchase shares of common stock from two of the founding
stockholders at a purchase price of $0.001 per share. The
financing available under this arrangement will be reduced on a
dollar for dollar basis by the amount of the proceeds of the
ongoing private placements of the Companys securities or
any additional placements of equity financing. This arrangement
Terminated on December 15, 2009 upon close of $3,000,000
financing event.
Under a marketing agreement with a company owned by the wife of
Beacons president, we provide procurement and installation
services as a subcontractor. We earned revenue of approximately
$230,000 and $1.7 million for procurement and installation
services provided under this marketing agreement, of which
20
$195,000 and $465,000 is recorded as accounts receivable in the
accompanying balance sheet for the years ended
September 30, 2008 and 2009.
On August 7, 2009, we entered into a non-interest bearing
demand note with one of our directors in the amount of $500,000.
AUDIT
COMMITTEE REPORT
The Audit Committee of our Board of Directors is comprised of
two directors who are independent, are financially
literate and have financial expertise within the meaning of the
NASDAQ listing standards regarding audit committees. In
accordance with its written charter, which was approved and
adopted in its current form by our Board of Directors on
March 26, 2008, the Audit Committee assists our Board of
Directors in oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of
Beacon. In addition, the Audit Committee has the authority to
select our independent registered public accounting firm.
Beacon has no audit committee financial expert and
is currently considering whether to retain a financial expert.
However, the board of directors believes that each audit
committee member has sufficient knowledge in financial and
auditing matters to serve on the committee.
Management has primary responsibility for Beacons
financial statements and the overall reporting process,
including Beacons system of internal controls. Marcum LLP,
our independent registered public accounting firm, audits the
annual consolidated financial statements prepared by management
and expresses an opinion on whether those statements fairly
present in all material respects our financial position, results
of operations, and cash flows in conformity with accounting
principles generally accepted in the United States of America.
The Audit Committee has reviewed our audited consolidated
financial statements for the twelve months ended
September 30, 2009 and discussed them with both management
and Marcum LLP.
Management is responsible for establishing, assessing and
reporting on Beacons system of internal control over
financial reporting. The Audit Committee met with management and
Marcum LLP to review and discuss managements assessment of
the effectiveness of Beacons internal controls over
financial reporting.
The Audit Committee has also discussed with Marcum LLP the
matters required to be discussed by generally accepted auditing
standards, including those described in Statement on Auditing
Standards No. 61, Communication with Audit Committees, as
amended, issued by the Auditing Standards Board of the American
Institute of Certified Public Accountants.
The Audit Committee has received and reviewed the written
disclosures and the letter from Marcum LLP required by
applicable requirements of the Public Company Accounting
Oversight Board regarding Marcum LLPs communications with
the Audit Committee concerning independence, and has discussed
with Marcum LLP its independence from Beacon. In addition, the
Audit Committee has considered whether the provision of the
non-audit services provided by Marcum LLP is compatible with
maintaining Marcum LLPs independence.
Based upon this review, the Audit Committee recommended to the
full Board of Directors that our audited consolidated financial
statements be included in Beacons Annual Report on
Form 10-K
for the year ended September 30, 2009 and filed with the
SEC.
All Members of the Audit Committee concur in this report.
|
|
|
AUDIT COMMITTEE:
|
|
J. Sherman Henderson III
John D. Rhodes III
|
21
Fees Paid
to the Independent Registered Public Accounting Firm
Fees
The following table presents fees for professional services
rendered by Marcum LLP for the audit of our annual financial
statements for the years ended September 30, 2008 and 2009:
|
|
|
|
|
|
|
|
|
|
|
For the Year
|
|
|
For the Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
Audit fees
|
|
$
|
146,700
|
|
|
$
|
203,085
|
|
Audit related fees
|
|
|
|
|
|
|
|
|
Tax fees
|
|
|
|
|
|
|
|
|
Other fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
146,700
|
|
|
$
|
203,085
|
|
|
|
|
|
|
|
|
|
|
In accordance with its written charter, the Audit Committee
reviews and discusses with Marcum LLP, on a periodic basis, any
disclosed relationships or services that may impact the
objectivity and independence of the independent registered
accounting firm and pre-approves all audit and permitted
non-audit services (including the fees and terms thereof) to be
performed for us by our independent registered public accounting
firm.
FUTURE
STOCKHOLDER PROPOSALS
Under
Rule 14a-8
promulgated under the Securities Exchange Act of 1934,
stockholders may present proposals to be included in the Company
proxy statement for consideration at the next annual meeting of
its stockholders by submitting their proposals to the Company in
a timely manner. Any such proposal must comply with
Rule 14a-8.
The Companys bylaws, copies of which are available from
the Companys Secretary, require stockholders who intend to
propose business for consideration by stockholders at an annual
meeting, other than stockholder proposals that are included in
the proxy statement, provide such proposal in writing to the
Secretary who will bring it to the attention of the board of
directors. If a stockholder submitting a matter to be raised at
the Companys next annual meeting desires that such matter
be included in the Companys proxy statement, such matter
must be submitted to the Company no later than December 22,
2009. Shareholder proposals received after March 7, 2010
will be considered untimely. SEC rules permit management to vote
proxies in its discretion in certain cases if the stockholder
does not comply with these deadlines, and in certain other cases
notwithstanding the stockholders compliance with these
deadlines.
SEC rules set forth standards for what stockholder proposals the
Company is required to include in a proxy statement for an
annual meeting.
STOCKHOLDERS
COMMUNICATIONS WITH THE BOARD
Stockholders that want to communicate in writing with the Board,
or specified directors individually, may send proposed
communications to the Companys Secretary, Michael Grendi,
1961 Bishop Lane, Louisville, Kentucky 40218. The proposed
communication will be reviewed by the Audit Committee and legal
counsel. If the communication is appropriate and serves to
advance or improve the Company or its performance, contains no
objectionable material or language, is not unreasonable in
length, is directly applicable to the business of the Company,
it is expected that the communication will receive favorable
consideration for presentation to the Board or appropriate
director(s).
22
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the directors, executive officers, and persons
who own more than 10 percent of a registered class of a
companys equity securities to file with the SEC initial
reports of ownership (Form 3) and reports of changes
in ownership (Forms 4 and 5) of such class of equity
securities. Such officers, directors, and greater than
10 percent shareholders of a company are required by SEC
Regulations to furnish us with copies of all such
Section 16(a) reports that they file.
To our knowledge, with the exception of the following, based
solely on our review of the copies of such reports furnished to
us during the year ended September 30, 2009, all
Section 16(a) filing requirements applicable to our
executive officers, directors and greater than 10 percent
beneficial owners were met.
|
|
|
|
|
Mr. Widener was late filing a Form 4 with respect to
two transactions.
|
|
|
|
Dr. Rhodes was late filing a Form 4 with respect to
one transaction.
|
|
|
|
Mr. Mills was late filing a Form 4 with respect to one
transaction.
|
|
|
|
Mr. Mohr was late filing a Form 4 with respect to two
transactions.
|
FORM 10-K
The Companys Annual Report on
Form 10-K
for the fiscal year ended September 30, 2009 filed on
December 29, 2009, accompanies this proxy statement. The
Companys Annual Report does not form any part of the
material for solicitation of proxies.
Any stockholder who wishes to obtain a copy of the
Companys annual report on
Form 10-K
for fiscal 2009, which includes financial statements and
financial statement schedules, and is required to be filed with
the Securities and Exchange Commission, may send a written
request to Michael Grendi, Secretary, Beacon Enterprise
Solutions Group, Inc., 1961 Bishop Lane, Louisville, Kentucky
40218.
OTHER
BUSINESS
The Board is not aware of any other matters to be presented at
the Annual Meeting other than those set forth herein and routine
matters incident to the conduct of the meeting. If any other
matters should properly come before the Annual Meeting or any
adjournment or postponement thereof, the persons named in the
proxy, or their substitutes, intend to vote on such matters in
accordance with their best judgment.
By Order of the Board of Directors
Michael Grendi
Principal Financial Officer and Secretary
Louisville, Kentucky
April 21, 2010
23
BEACON ENTERPRISE SOLUTIONS GROUP, INC.
PROXY FOR 2010 ANNUAL MEETING OF STOCKHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors of Beacon Enterprise Solutions Group, Inc.
The undersigned stockholder hereby appoints Bruce Widener and Michael Grendi, and each of them
or either one of them, with full power to appoint his substitute, attorneys and proxies to
represent the undersigned stockholder and to vote and act with respect to all shares of Common
Stock, $.001 par value per share and/or Preferred Stock, $.001 par value per share, of Beacon
Enterprise Solutions Group, Inc. (Beacon), held of record by the undersigned on April 6, 2010, at
the Annual Meeting of Stockholders of Beacon to be held on May 25, 2010 at 5:00 P.M., local time,
at 9300 Shelbyville Road, Louisville, Kentucky 40222, and at any adjournment or postponement of
that meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS
HEREINBEFORE GIVEN. UNLESS OTHERWISE SPECIFIED, THE PROXY WILL BE VOTED FOR ELECTION OF THE
INDIVIDUALS NOMINATED AS DIRECTORS AND FOR APPROVAL OF PROPOSAL 2.
(Continued and to be signed, on the reverse side)
Address Change/Comments (Mark the corresponding box on the reverse side)
FOLD AND DETACH HERE
Dear Stockholder:
Beacon Enterprise Solutions Group, Inc. encourages you to take advantage of convenient ways by
which you can vote your shares. You can vote your shares electronically via e-mail. This eliminates
the need to return the proxy card.
To vote your shares electronically you must e-mail a completed and signed pdf copy of your
proxy card to the following e-mail address: Standardregistrar@comcast.net. Type Beacon Enterprise
Solutions Group, Inc. in the subject line.
Your electronic vote authorizes the named proxies in the same manner as if you marked, signed,
dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need for you to mail back your
proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
or
Please mark
here for address change
[ ]
or comments
SEE REVERSE SIDE.
THE BOARD OF DIRECTORS OF BEACON UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSAL:
|
1. |
|
The proposal to elect the three directors named below (the
Nominees), to serve as members of Beacons Board of Directors, to
serve until the next Annual Meeting of Stockholders of Beacon and
until their successors are duly elected and qualified. |
Nominees:
01. Bruce Widener.
02. J. Sherman Henderson III
03. John D. Rhodes III
|
|
|
o FOR all Nominees listed above (except as marked to the
contrary below)
|
|
o Withhold Authority to vote for all Nominees listed
above |
Instructions: To withhold authority to vote for any individual Nominee, write that Nominees
name in the following space provided:
|
2. |
|
Ratification of the selection of Marcum LLP as independent registered public accounting firm for our Fiscal Year 2010. |
|
|
|
o FOR
|
|
o AGAINST |
o ABSTAIN |
|
|
|
3. |
|
In their discretion, the Proxies are authorized to vote
upon such of the matters as may properly come before the
Annual Meeting or any adjournment or postponement thereof. |
DATED:
Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
Signature (if held jointly)
This Proxy revokes all prior proxies with respect to the Annual Meeting and may be revoked prior to
its exercise.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNED FOR ESTATES, TRUSTS OR
CORPORATIONS, TITLE OR CAPACITY SHOULD BE STATED. IF SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD
SIGN. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER.
*FOLD AND DETACH HERE*
VOTE BY E-MAIL OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
E-mail voting is available through 11:59 P.M. Eastern Daylight Time the day prior to annual meeting
day.
YOUR E-MAIL VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU
MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
E-MAIL
Standardregistrar@comcast.net
Subject Line: Beacon Enterprise Solutions Group, Inc.
Use e-mail to vote your proxy. Pdf your proxy card to the e-mail address indicated above.
OR
MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
IF YOU VOTE YOUR PROXY BY E-MAIL, YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
You can access the Companys proxy statement, proxy card and Form 10-K annual report on the
Internet at the following website address: https://materials.proxyvote.com/073578