Maine & Maritimes 10-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL REPORT PURSUANT TO SEC. 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Commission File No. 333-103749
Maine & Maritimes Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Registrants telephone number, including area code: 207-760-2499
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Common Stock, $7.00 par value
Name of each exchange on which registered: NYSE Amex
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ¨. No x.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨. No x.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x. No ¨.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨. No ¨.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨. No x.
Aggregate market value of the voting stock held by non-affiliates at June 30, 2009: $57,886,625.
The number of shares outstanding of each of the issuers classes of common stock as of April 29, 2010.
Common Stock, $7.00 par value1,683,274 shares
DOCUMENTS INCORPORATED BY REFERENCE
This Amendment No. 1 on Form 10-K/A (this Amendment) amends Maine & Maritimes Corporations (MAM) Form 10-K for the fiscal year ended December 31, 2009, originally filed on March 25, 2010 (the Original Filing). MAM is filing this Amendment to include the information required by Part III. In the Original Filing, MAM reported this information as incorporated by reference from its definitive proxy statement. However, MAM will not file its definitive proxy statement within 120 days of the end of its fiscal year ended December 31, 2009. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, MAM is including with this Amendment certain currently dated certifications.
Except as described above, no other changes have been made to the Original Filing. This Amendment continues to speak as of the date of the Original Filing, and MAM has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the Original Filing.
For the Fiscal Year Ended December 31, 2009
TABLE OF CONTENTS
MAMs Articles of Incorporation (the Articles) authorize the board of directors or the stockholders to fix the number of directors from time to time, provided that the number of directors may not be less than nine or more than eleven, except in certain extraordinary circumstances set forth in the Articles. In accordance with the Articles, the board of directors has fixed the number of directors at eleven. We currently have ten directors, of which three have a term of office that will expire with the upcoming annual meeting. The three-year terms of Richard G. Daigle, David N. Felch and Brian N. Hamel expire in 2010 and these directors are up for re-election to the board of directors.
The board is divided into three classes of directorships, with directors in each class serving staggered three-year terms. One class is elected each year for a three-year term. At the annual meeting, Class II directors will stand for election. The three nominees are named in the table set forth below.
All of the board members and nominees are independent under NYSE Amex listing standards except for Brent M. Boyles, who has served as president and chief executive officer since May 8, 2007.
Certain Information Regarding Directors
Set forth below is the principal occupation and other information about the particular experience, qualifications, attributes or skills that qualify the nominees and the directors, whose terms of office will continue after the 2010 annual meeting, to serve as a director of the company based on information as of December 31, 2009.
Corporate Governance Committee
The members of the Corporate Governance Committee are: Deborah L. Gallant, the chairperson, D. James Daigle, Robert E. Anderson and Nathan L. Grass. All members of the Corporate Governance Committee are independent in accordance with NYSE Amex listing standards. The Corporate Governance Committee held four meetings during 2009. The Committee, which also acts as a nominating committee, discussed individual performance evaluations and the qualifications of nominees standing for election to the office of Class II directors. The Committee reviewed appropriate criteria and independence of the three nominees and assessed individual peer evaluations submitted by all directors. The following week, Chairperson of the Board, Richard G. Daigle conducted individual interviews with each of the nominees regarding the results of their assessments, required skills and characteristics of board nominees, and their service to the board and shareholders. Mr. Richard G. Daigles interview was conducted by Corporate Governance Committee Chairperson Deborah L. Gallant.
The Corporate Governance Committee considers matters related to corporate governance and formulates and periodically revises principles of board governance, recommends to the board of directors the size and composition of the board of directors within the limits set forth in the Articles of Incorporation and By-laws, and recommends potential successors for the position of chairperson of the board. This Committee also determines the slate of nominees, who are either submitted by stockholders or otherwise, for the board of directors and makes recommendations to the board who may, in turn, nominate the candidates for election by the stockholders.
Director Nomination Process
The board is responsible for recommending director candidates, either director- and/or shareholder-nominated, for election by the stockholders and for electing directors to fill vacancies or newly created directorships. The board has delegated the screening and evaluation process for director candidates to the Corporate Governance Committee, which identifies, evaluates and recruits highly qualified director candidates with the appropriate characteristics, skills and experiences for the board as a whole and its individual members and recommends them to the board. The Corporate Governance Committee annually reviews with the board of directors the applicable skills and characteristics required of board nominees, considering current board composition and company circumstances. The objective is a board of directors with diverse backgrounds and experience in business, education and public service that can best perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. The Committee evaluates nominations for board members solely on the basis of qualifications and does not nominate an incumbent board member unless such person is deemed to be the most qualified candidate. Shareholder-nominated candidates are reviewed and nominated in the same manner as board-nominated candidates. In evaluating the suitability of individual board members, the board takes into account many factors, including general understanding of core business; finance; educational and professional background. In determining whether to recommend a director for re-election, the Corporate Governance Committee also considers the directors past attendance at meetings, participation in and contributions to the activities of the board, and the results of the most recent board evaluation and interview.
Each nominee approved by the Committee for election in 2009 was recommended by a non-management director or group of directors.
The members of the Audit Committee are: David N. Felch, the chairperson, Michael W. Caron, Richard G. Daigle, Brian N. Hamel, and Lance A. Smith. All members of the Audit Committee are independent in accordance with NYSE Amex listing standards. The Committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). During 2009, the Audit Committee held five meetings. The Audit Committee recommends to the board of directors the engagement of Maine & Maritimes Corporations independent auditors; provides independent oversight with respect to approval of non-audit services, financial reporting and internal controls, and the independent auditors; determines whether the independent auditors are independent; and makes recommendations on audit matters and internal controls to the board of directors. The Audit Committee is also responsible for the Companys guidelines and policies with respect to risk assessment and risk management. In addition, the Committee considers financial risk exposures and the overall steps management has taken to monitor and control such exposure, including control strategies for preventing fraudulent financial reporting. The Audit Committee charter is available on the Companys website at www.maineandmaritimes.com.
At least one member of the Audit Committee has the required experience in finance and accounting, as required under NYSE Amex listing standards. On September 5, 2003, Michael W. Caron was designated by the Companys board of directors as the Audit Committees financial expert as that term has been defined by the SEC under the Act. In accordance with its charter, the Audit Committee has performed its annual self-evaluation and charter review.
The Executive Officers of the registrant are as follows:
Brent M. Boyles, age 52, serves as President and Chief Executive Officer at Maine & Maritimes Corporation. Mr. Boyles currently holds the following positions with Maine & Maritimes Corporation subsidiaries: Director of Maine Public Service Company since May 2007; President and CEO of Maine Public Service Company since June 2005; President and CEO of MAM Utility Services Group since September 2007. Mr. Boyles has twenty-six years of experience in the regulated electric utility industry, with extensive experience in corporate planning, regulatory compliance, rate design, and operations. He has served as Maine Public Service Companys President, Senior Vice President, Chief Operating Officer, Vice President of Marketing and Customer Service, Manager of Planning and Systems Operations, Manager of Corporate Planning, Supervisor of Power Supply and Planning, and as Planning Engineer. He holds a Bachelors degree from the U.S. Military Academy, a Graduate degree in Management, and a Master of Science degree in Strategic Studies from the U.S. Army War College.
Michael I. Williams, age 42, serves as Senior Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary at Maine & Maritimes Corporation. Mr. Williams currently holds the following positions with Maine & Maritimes Corporation subsidiaries: Senior Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary of Maine Public Service Company since 2006 and Chairperson of the Board and Senior Vice President, Chief Financial Officer and Treasurer of MAM Utility Service Group since September 2007. A Certified Public Accountant and Certified Internal Auditor, Mr. Williams has over 20 years of experience including positions in accounting, external auditing, internal auditing, project management, operations management, and information technology management. Mr. Williams also brings 16 years of experience in the utilities industry. He is a graduate of the University of Maine.
Tim D. Brown, age 49, serves as Vice President of Engineering and Operations at Maine & Maritimes Corporation. Mr. Brown currently holds the following positions with Maine & Maritimes Corporation subsidiaries: Vice President of Engineering and Operations of Maine Public Service Company since September 2007 and of MAM Utility Services Group since January 2008. A licensed Professional Engineer, Mr. Brown has 22 years of experience in both the regulated and unregulated energy sectors of the Company, having held the positions of Planning Analyst, Pricing Manager, Director of Business Development, Vice President of
Engineering and Corporate Planning, and Director of Corporate Planning and Regulatory Affairs. He has extensive experience in wholesale power marketing and unregulated retail electricity marketing, forecasting and pricing, financial analysis, engineering, and resource planning. Prior to joining the Company, he worked in diesel engine design and development for Caterpillar, Inc. He holds a Bachelor of Science degree in Mechanical Engineering from the University of Maine and has completed graduate level courses in business administration.
Randi J. Arthurs, age 29, serves as Vice President, Accounting, Controller, and Assistant Treasurer at Maine & Maritimes Corporation and Maine Public Service Company, subsidiary of Maine & Maritimes Corporation. A Certified Public Accountant, Ms. Arthurs has over ten years of audit and accounting experience, including positions in accounting at the Companys regulated utility, Maine Public Service Company, and in external auditing. While an employee of PriceWaterhouseCoopers, her clients included regulated utilities and construction companies. She is a graduate of the University of Maine.
Michael A. Eaton, age 45, serves as Vice President, Information Technology and Customer Service at Maine & Maritimes Corporation and Maine Public Service Company, subsidiary of Maine & Maritimes Corporation. Mr. Eaton is responsible for all aspects of Information Technology for both Maine & Maritimes Corporation and Maine Public Service Company, along with executive oversight of the Customer Service function within Maine Public Service Company. He has directed and managed the Information Technology department for the past 17 years. Prior to that, he held positions in Corporate Planning and Power Supply and Planning departments. Mr. Eaton has held leadership roles including Project Manager of the Oracle Enterprise Resource Planning (ERP) application implementation; Project Manager for the corporate Y2K effort; Project Manager for Customer Information System (CIS) software development and implementation; and Chairman of the Maine Electronic Business Transaction Working Group. He holds a Bachelor of Arts degree in Computer Science from the University of Maine and is a graduate of the Stone & Webster Utility Management Program.
Patrick C. Cannon, age 38, serves as General Counsel, Secretary, and Clerk at Maine & Maritimes Corporation. Mr. Cannon currently holds the following positions with Maine & Maritimes Corporation subsidiaries: Vice President, General Counsel, Secretary and Clerk of Maine Public Service Company since December 2004 and Director and General Counsel, Secretary and Clerk of MAM Utility Services Group since September 2007. He is responsible for managing the legal affairs for the company and each of its subsidiaries. Prior to joining Maine & Maritimes Corporation in 2004, Mr. Cannon spent seven years in private practice with law firms in Seattle, Washington and Salt Lake City, Utah, concentrating on corporate finance, mergers and acquisitions and corporate governance matters. He is a graduate of Brigham Young University and received his Juris Doctorate degree from Boston College Law School.
There is a family relationship among the Executive Officers. Brent M. Boyles, President and CEO, Maine & Maritimes Corporation, is a brother-in-law to Michael A. Eaton, Vice President, Information Technology and Customer Service at Maine & Maritimes Corporation.
Each executive office is a full-time position and has been the principal occupation of each Officer since first elected. All Officers were elected to serve until the next annual election of Officers and until their successors shall have been duly chosen and qualified. The next annual election of Officers will be on May 11, 2010.
Code of Ethics and Corporate Governance Guidelines
The Company has adopted a code of ethics known as the Code of Business Conduct and Ethics that applies to the Companys employees including the Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial and accounting officer), Controller and other Senior Officers. The Company makes the Companys current Code of Business Conduct and Ethics and Corporate Governance Guidelines available on its website at www.maineandmaritimes.com.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys executive officers, directors, and beneficial owners of more than ten percent of the Companys common stock (Reporting Persons) to file with the Securities and Exchange Commission initial reports of their status as a Reporting Person and any changes with respect to their beneficial ownership of common stock.
Based solely on its review of such forms received by it and the written representations of its reporting persons, the Company has determined that during the year ended December 31, 2009, its officers, directors and greater-than-10% shareholders complied with all Section 16(a) filing requirements.
Summary Compensation Table
The following summary compensation table sets forth the total compensation paid by the Company and its subsidiaries in 2009 to the Companys Principal Executive Officer and the two other most highly compensated executive officers listed below (the Named Executive Officers). NOTE: the SEC does not require Compensation Discussion & Analysis for smaller reporting companies.
On March 14, 2008, the Companys board of directors voted to adopt the 2008 Stock Plan (the Plan), which was approved by the shareholders at the May 13, 2008, annual meeting of stockholders.
Administration: The members of the Performance & Compensation Committee of the board, who are not employees of the Company or any subsidiary, have the complete authority and discretion to administer the Plan, including the following powers:
Stock Subject to the Plan: The maximum number of shares available for award under the Plan is 85,000 which may be adjusted if the number of shares outstanding changes as a result of a stock split, stock dividend, combination of a stock split and stock dividend, or reclassification of shares.
Stock Awards: After the Committee determines it will grant a stock award, the awardee is advised by means of an Award Agreement of the terms, conditions and restrictions, including vesting related to the grant, the number of shares that the awardee shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the awardee must accept the grant. In no event may an employee during any five (5) year period be granted awards of more than ten thousand (10,000) shares subject to an adjustment as noted above. Each Named Executive Officer was granted a stock award of fifty (50) shares by Stock Award Agreements dated March 26, 2009. Similar Stock Awards were granted to Tim D. Brown, the Companys Vice President of Engineering and Operations; Randi J. Arthurs, the Companys Vice President Accounting, Controller and Assistant Treasurer; and Michael A. Eaton, the Companys Vice President of Information Technology and Customer Service. These awards were deemed earned and fully vested upon receipt.
Retirement and Other Benefit Programs
General: Our Named Executive Officers participate in the same benefit programs generally available to employees of the Company. This includes our medical, life, disability, and other benefit programs, as well as participation in our qualified defined benefit pension plan and qualified 401(k) Plan.
Retirement: Our defined benefit pension plan (the Plan) is a non-contributory plan. Employees hired on or after January 1, 2006, are not eligible to participate in the Plan. On December 31, 2006, future service and salary accruals for participants in the Plan on that date ceased (pension freeze). The Plan provides for normal retirement at age 65 and permits earlier retirement in certain cases. Benefits, as of the pension freeze date, are based on years of service, with a maximum of thirty (30) years, and compensation for the thirty-six (36) consecutive months out of the last one hundred twenty (120) months that produce the highest average annual compensation, reduced by one-half of the participants age 65 Social Security Benefit. For purposes of the retirement plan, compensation includes base pay only.
Early Retirement: The plan allows for early retirement when a participant has attained age 55 and has at least ten (10) years of vesting service. Under the early retirement provisions, a pension benefit is actuarially reduced by 4/10 of 1% (0.004) for each month the benefit commences prior to age 65. The early retirement benefit payable to a participant who retires upon attaining age sixty-two (62) and who has completed at least twenty (20) years of benefit service will not be reduced. Currently, no Named Executive Officer is eligible for early retirement. Participants who had not completed twenty (20) years of benefit service as of December 31, 2006, will not be eligible for an unreduced early retirement upon attaining age sixty-two (62).
Form of Benefit: Participants may elect to receive their benefit in various forms. Participants may elect a single life annuity in which pension payments are payable for the participants lifetime.
The normal form for a married participant is a joint and survivor annuity. Under this option the participant receives a reduced benefit during his or her lifetime and upon death, the participants spouse will receive monthly payments for the remainder of the spouses lifetime. The participant can elect a benefit of 50%, 75%, or 100% of the benefit that is paid to the participant. The degree to which the pension benefit is reduced depends on the age of the participant and the spouse, and on the percentage of the benefit that is elected.
A participant may elect a ten (10) year certain and life payment option. This option provides a participant with a reduced monthly benefit for life. If the participant dies prior to receiving 120 monthly payments, the participants beneficiary will receive the remaining monthly payments.
Participants may also select a level income payment option. Under this option the participant will receive increased benefits until Social Security benefits begin, age 62. After the participant begins receiving Social Security benefits, monthly payments are adjusted to take into account payments the participant will receive from Social Security. The effect of this option is to provide the participant with an approximately level amount of income during the participants retired lifetime.
Our 401(k) Plan allows employees to defer from 1% to 25% of gross wages and the Company contributes such amounts to the Plan. The Company makes a matching contribution up to a maximum contribution of 2% of gross wages for all employees hired prior to January 1, 2006 and all non-union employees hired on or after January 1, 2006. Employees hired on or after January 1, 2006, who are covered by a collective bargaining agreement, receive a matching contribution of 4% of gross wages. Effective January 1, 2010 employees hired on or after January 1, 2006, who are covered by a collective bargaining agreement, will receive a matching contribution of 6% of gross wages. Employer matching contributions are 100% vested after three years. For the fiscal year ended December 31, 2009, Mr. Boyles, Mr. Williams, and Mr. Cannon received matching contributions of $2,165, $3,475, and $3,260, respectively. These amounts are included in the All Other Compensation column.
Also, the Company makes an additional non-elective employer contribution to the 401(k) Plan to compensate pension participants, in part or in full depending on their number of years of service as of the pension freeze date, for lost accruals under the defined benefit pension plan. This additional contribution ranges from 5% to 25% of base earnings, excluding overtime, bonuses, and other extraordinary pay and is immediately vested. For the Fiscal year ended December 31, 2009, Mr. Boyles, Mr. Williams, and Mr. Cannon received non-elective employer contributions of $31,062, $16,852, and $7,900, respectively. These amounts are included in the All Other Compensation column.
Potential Payments upon Termination or Change of Control
Employee Retention Agreements (Change of Control Agreements) are in effect for Mr. Boyles, Mr. Williams, and Mr. Cannon. The following summary assumes that the Merger is not consummated and thus that the letter agreements executed March 11, 2010, which amend the Change of Control Agreements as part of the Merger, are terminated.
The term of the agreement for Mr. Boyles extends through September 4, 2012. The term of the agreements for Mr. Williams and Mr. Cannon extends through May 18, 2011. Similar agreements are in effect for Tim D. Brown, the Companys Vice President of Engineering and Operations; Randi J. Arthurs, the Companys Vice President Accounting, Controller and Assistant Treasurer; and Michael A. Eaton, the Companys Vice President of Information Technology and Customer Service.
If a change of control occurs, and within one year following a change of control the acquiring company terminates the executives employment for any reason other than cause or the executive terminates his or her employment for good reason, the acquiring company shall provide the executive with the following:
No benefits are payable upon the executives death prior to the involuntary termination of his/her employment with the Company for cause or otherwise or the voluntary termination by the executive of the executives employment with the Company for good reason. As a condition of payment, the executive agrees to execute any release or waiver deemed necessary by the Companys legal counsel.
The following table discloses the potential payments which would be owed to the Named Executive Officers if a triggering event had occurred on December 31, 2009.
Securities Authorized for Issuance Under Equity Compensation Plans
Refer to Part II, Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, of the MAM 2009 Form 10-K.
5% Beneficial Ownership
The following table sets forth information as to the entities that have reported to the Securities and Exchange Commission (SEC) or have advised us that they are a beneficial owner, defined by the SECs rules and regulations, of more than five percent of our outstanding common stock.
Directors and Executive Officers:
The following table sets forth information with respect to the beneficial ownership in the aggregate of the shares of MAM common stock by each of the directors and nominees, by each of the executive officers named in the Summary Compensation Table included in this proxy statement and by all directors and executive officers as a group as of March 31, 2010. Unless otherwise noted, each person exercises sole voting and investment power over shares beneficially owned.
None of the persons listed above own beneficially, or directly, any of the securities of MAMs subsidiaries.
The Company is not aware of any material proceedings to which any director, officer or affiliate of MAM, any owner of record or beneficially of more than five percent of the common stock of MAM, or any associate of any such director, officer or affiliate of MAM, or securityholder, is a party adverse to MAM or any of its subsidiaries or has a material interest adverse to MAM or any of its subsidiaries.
Related Persons Transactions
The Company paid insurance premiums, in the aggregate, of $153,995 in 2008 and $161,873 in 2009 to various insurance providers and paid workers compensation insurance of $171,530 in 2008 and $162,167 in 2009 to Maine Employers Mutual. The various insurance providers and Maine Employers Mutual are brokered by F. A. Peabody Company, of which Mr. Robert E. Anderson is Chairman and CFO. F.A. Peabody Company received commissions of approximately $30,965 in 2008 and $33,392 in 2009 related to these insurance policies. Management believes the commissions were fair and reasonable and did not exceed commissions that would be paid to an unaffiliated third-party firm.
Business and Family Relationships
There is a family relationship among the executive officers. Brent M. Boyles, President and CEO, Maine & Maritimes Corporation, is a brother-in-law to Michael A. Eaton, Vice President, Information Technology and Customer Service, Maine & Maritimes Corporation.
The Company also requires that a majority of directors be independent. Each director completes an annual questionnaire that provides information about relationships that might affect the determination of independence. General Counsel then provides the Corporate Governance Committee and board with relevant facts and circumstances of any relationship which may impact the independence of a director or nominee that is outside the categories permitted under the director independence guidelines. All of the Committee members have been determined to be independent by the board within the meaning of applicable laws and NYSE Amex listing standards with the exception of Mr. Brent M. Boyles, who is the president and chief executive officer of the Company.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor regarding pre-approval of all audit and permissible non-audit services provided by the independent auditor. The Audit Committee is responsible for appointing, setting compensation, and overseeing the work of the independent auditor. A request for pre-approval must be specific as to the particular services to be provided and may be submitted to the Audit Committee in one of the following ways:
Rule 2-01(c)(7)(i)(C) of Regulation S-X permits the Audit Committee to waive its pre-approval requirement under certain circumstances. The Audit Committee did not waive its pre-approval requirements with respect to any of the fees reported, and pre-approved all the services described below.
Audit, Audit-Related, Tax and Other Fees
The following table presents the aggregate fees billed to MAM for professional services rendered by Caturano and Company, P.C. for fiscal years 2008 and 2009, by category, as described in the notes to the table below. The Audit Committee has concluded that the provision of the non-audit services listed in the table below is compatible with maintaining the independence of Caturano and Company, P.C.
All other schedules have been omitted for the reason that they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, on the 29th of April, 2010.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the date indicated.
INDEX TO EXHIBITS
Certain of the following exhibits are filed herewith. Certain other of the following exhibits have heretofore been filed with the Securities and Exchange Commission and are incorporated herein by reference (* indicates filed herewith).