ADAM » Topics » Compensation Committee Interlocks and Insider Participation

This excerpt taken from the ADAM DEF 14A filed Apr 7, 2009.

Compensation Committee Interlocks and Insider Participation

Dr. Kishel and Messrs. Howe and Scarborough are the members of the Compensation Committee. Dr. Kishel and Mr. Howe are not current or former officers or employees of the Company. Mr. Scarborough is not a current officer or employee of the Company, but was the Company’s Chief Financial Officer from 1992 to 1995.

This excerpt taken from the ADAM DEF 14A filed Apr 17, 2008.

Compensation Committee Interlocks and Insider Participation

Dr. Kishel and Messrs. Howe and Scarborough are the members of the Compensation Committee. Dr. Kishel and Mr. Howe are not current or former officers or employees of the Company. Mr. Scarborough is not a current officer or employee of the Company, but was the Company’s Chief Financial Officer from 1992 to 1995.

In connection with the Company’s preferred stock investment in ThePort Network, Inc. (“ThePort”) during the year ended December 31, 2001, the Company entered into a five-year agreement whereby the Company had exclusive distribution rights to ThePort’s products within the healthcare industry. As of December 31, 2001, the Company had pre-paid $125,000 of the contract fee to be applied against future subscription fees. The Company had committed to generate $1,500,000 in subscription fees during the initial term of the original agreement. The initial term of the agreement commenced on August 20, 2001 and continued for five years from that date. On February 14, 2003, ThePort agreed to accept a payment of $125,000 from the Company to release the Company from the minimum guarantee in its entirety. ThePort retained the $125,000 pre-payment previously made and the Company was granted non-exclusive rights to ThePort’s products within the healthcare industry.

At December 31, 2007 and 2006, the Company held an approximate 29% and 32% voting interest in ThePort, respectively. The Chairman of the Board of Directors, Mr. Cramer, who also currently serves as the Chairman of the Board of Directors of ThePort, held an approximate 9% and 7% voting interest in ThePort at December 31, 2007 and 2006, respectively, and held a convertible note from ThePort in the amount of approximately $3,574,000 and $1,699,000 at December 31, 2007 and 2006, respectively. Two of the other directors of the Company, Dr. Kishel and Mr. Howe, also own equity interests in ThePort.

As of December 31, 2007 and 2006, the Company held a 2% investment in BeBetter Networks, Inc. (“BeBetter”). As of December 31, 2007 and 2006, our Chairman of the Board of Directors, Mr. Cramer, held an approximate 2% voting interest in BeBetter.

This excerpt taken from the ADAM DEF 14A filed Apr 13, 2007.

Compensation Committee Interlocks and Insider Participation

Dr. Kishel and Messrs. Howe and Scarborough are the members of the Compensation Committee. Dr. Kishel and Mr. Howe are not a current or former officer or employee of the Company. Mr. Scarborough is not a current officer or employee of the Company, but was the Company’s Chief Financial Officer from 1992 to 1995.

In connection with the Company’s preferred stock investment in ThePort Network, Inc. (“ThePort”) during the year ended December 31, 2001, the Company entered into a five-year agreement whereby the Company had exclusive distribution rights to ThePort’s products within the healthcare industry. As of December 31, 2001, the Company had pre-paid $125,000 of the contract fee to be applied against future subscription fees. The Company had committed to generate $1,500,000 in subscription fees during the initial term of the original agreement. The initial term of the agreement commenced on August 20, 2001 and continued for five years from that date. On February 14, 2003, ThePort agreed to accept a payment of $125,000 from the Company to release the Company from the minimum guarantee in its entirety. ThePort retained the $125,000 pre-payment previously made and the Company was granted non-exclusive rights to ThePort’s products within the healthcare industry.

As of December 31, 2006 and 2005, we held an approximately 35% and 34% voting interest in ThePort Network, Inc. (“The Port”), respectively. Our Chairman of the Board of the Directors, Mr. Cramer, who also currently serves as the Chairman of the Board of Directors of ThePort, held an approximate 7% and 10% voting interest in ThePort at December 31, 2006 and 2005, respectively, and held a convertible note from and made loans to ThePort in the amount of approximately $1,699,000 and $1,369,000 at December 31, 2006 and 2005, respectively. Two of the Company’s other directors, Dr. Kishel and Mr. Howe, also own equity interests in ThePort.

As of December 31, 2006 and 2005, we held a 2% investment in BeBetter Networks, Inc. (“BeBetter”). As of December 31, 2006 and 2005, our Chairman of the Board of Directors, Mr. Cramer, held an approximate 2%

 

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voting interest in BeBetter. Mr. John McClaugherty, who served on our Board of Directors until October, 2006, held an approximate 11% voting interest in BeBetter at December 31, 2005.

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