CompUSA 2008 Annual Report Download - page 19

Download and view the complete annual report

Please find page 19 of the 2008 CompUSA annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 98

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98

10
KL2 2600873.8
accordance with Rule 144. The agreement also grants certain drag-along rights in the event of the sale of all or a portion of the Shares
held by holders of a majority of the Shares. As of the end of fiscal year 2008, the parties to the stockholders agreement beneficially
owned 25,296,800 Shares subject to such agreement (constituting approximately 69 % of the Shares outstanding).
Pursuant to the stockholders agreement, the Company granted to the parties demand and incidental, or “piggy-back,” registration
rights with respect to the Shares. The demand registration rights generally provide that the holders of a majority of the Shares may
require, subject to certain restrictions regarding timing and number of Shares, that the Company register under the Securities Act all or
part of the Shares held by such stockholders. Pursuant to the incidental registration rights, the Company is required to notify such
stockholders of any proposed registration of any Shares under the Securities Act and if requested by any such stockholder to include in
such registration any number of shares of Shares held by it subject to certain restrictions. The Company has agreed to pay all expenses
and indemnify any selling stockholders against certain liabilities, including under the Securities Act, in connection with the registration
of Shares pursuant to such agreement.
Related Business
Richard Leeds and Robert Leeds are minority owners of a wholesale business that sells certain products to mass merchant
customers. These products are, in some instances, similar to the type of products sold by the Company. In 2008, the Company
subleased office space to this business at an annual rent of approximately $24,000. The Company believes this sublease was entered
into on an arms-length basis. The Company did not transact any other business with this wholesale business in 2008.
EQUITY COMPENSATION PLAN INFORMATION
Information for our equity compensation plans in effect as of the end of fiscal year 2008 is as follows:
(a) (b) (c)
Plan category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by
security holders . . . . . . . . . . . . . . . . . . .
2,202,58
4
$9.23 4,941,514
Equity compensation plans not approved
by security holders. . . . . . . . . . . . . . . . .
—
—
—
Total..............................
2,202,584
$9.23 4,941,514