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Equity Compensation Plan Information at Fiscal Year Ended December 31, 2013
Our 2006 Amended and Restated Equity Compensation Plan has 1.725 million shares set aside for issuance.
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 the plan
(excluding
securities
reflected in the
first column)
(#)
Equity compensation plans approved by security holders:
2006 Equity Compensation Plan
1,254,860
$
3.96
255,423
1996 Equity Compensation Plan
152,779
$
2.45
—
Equity compensation plans not approved by security holders
—
—
—
Total
1,407,639
$
3.80
255,423
78
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPEDENCE
Review, Approval or Ratification of Transactions with Related Persons
The Audit Committee of the Board of Directors is responsible for reviewing and, if appropriate, approving all
related party transactions between us and any officer or director that would potentially require disclosure pursuant to the
Audit Committee charter. As of the date of this Annual Report on Form 10-K, we expect that any transactions in which
related persons have a direct or indirect interest will be presented to the Audit Committee for review and approval. While
neither the Audit Committee nor the board have adopted a written policy regarding related party transactions, the Audit
Committee makes inquiries to our management and our auditors when reviewing such transactions. Neither we nor the audit
committee are aware of any transaction that was required to be reported with the SEC where such policies and procedures
either did not require review or were not followed.
Director Independence
Our Board of Directors has determined that each of Messrs. Karp, Ralls, Gissin, Ito, Schwarz and Dr. Morrisett are
independent directors as prescribed by the listing standards of the NASDAQ Capital Market. In this Annual Report on
Form 10-K, each of these eight directors are referred to individually as an “independent director” and collectively as the
“independent directors.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
A summary of the fees of KPMG LLP for the years ended December 31, 2013 and 2012 are set forth below:
2013 Fees
2012 Fees
Audit Fees(1)
$
251,500
$
265,500
Audit-Related Fees
—
—
Tax Fees(2)
185,975
127,000
All Other Fees
—
—
Total Fees
$
437,475
$
392,500
(1)
Consists of fees and expenses for the audit of consolidated financial statements, the reviews of our Quarterly
Reports on Form 10-Q and services associated with registration statements.