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This excerpt taken from the PRXI DEF 14A filed Jul 1, 2009. Related
Party Transactions
On February 28, 2007, our wholly-owned subsidiary R.M.S.
Titanic, Inc. entered into a sale agreement with Seaventures,
Ltd., pursuant to which Seaventures acquired from us all of its
ownership interest in the Carpathia for $3,000,000. We received
$500,000 from Seaventures on February 28, 2007 and received
the remaining $2,500,000 from Seaventures on April 15,
2008. Also, on February 28, 2007, Seaventures purchased an
option from us to present the first exhibition of objects
recovered from the Carpathia together with certain of our
Titanic artifacts. We received payment of $1,500,000 from
Seaventures for the sale of this option on February 28,
2007. At the time we entered into the transaction with
Seaventures, its principal, Joseph Marsh, was a holder of more
than 5% of our common stock. We entered into a
20-year
license agreement effective February 28, 2007 whereby we
received exclusive rights to present Carpathia artifacts in our
exhibitions in exchange for funding an expedition to the
Carpathia, which includes providing research and recovery
expertise. As of February 28, 2009, we had provided funding
of approximately $912,000. We will start amortizing this license
agreement with the opening of Titanic in St. Paul, Minnesota. It
will be amortized over the remaining term of the agreement or
its useful life.
Judy Geller, the wife of our former president and chief
executive officer and executive chairman, received payments for
services of approximately $100,000 during the fiscal year ended
February 29, 2008. Ms. Geller was engaged to provide
consulting on our exhibition design, development and
installation and catalog design and development. In addition,
royalty payments on the sale of our exhibition catalogs of
approximately $197,000 were paid to her during the fiscal year
ended February 29, 2008 by us and our co-presentation
partner pursuant to a royalty agreement between Ms. Geller
and us. On June 27, 2008, the company entered into a
settlement agreement with Ms. Geller whereby she received a
single payment of $275,000 as a final and complete settlement of
all monies owed to her under her consulting agreement dated
March 15, 2001 and amended March 15, 2006. In addition
to the cash payment, 16,500 unvested options to purchase our
common stock were fully vested. Any additional options granted
to her on September 13, 2005 were forfeited.
Pursuant to his consulting and severance agreement, the company
paid Mr. Wainger a consulting fee of $20,833 per month from
August 19, 2008, the date of Mr. Wainger’s
resignation as our vice president and chief legal counsel, to
February 28, 2009. The agreement also provided for a
severance payment of $20,833 per month, payable from
March 1,
Table of Contents
2009 through March 15, 2010. To assist in the
company’s transition, in March 2009 we extended
Mr. Wainger’s consulting agreement through
August 31, 2009, pursuant to which Mr. Wainger
provides services with respect to legal, financial, strategic,
administrative and other business matters affecting our company.
Mr. Wainger will receive a total payment of $90,000 for his
consulting services from March through August 2009, to be
paid on March 15, 2010. We also pay rent in the amount of
$397 per month for Mr. Wainger’s office in Virginia
and reimburse Mr. Wainger for his reasonable out-of-pocket
expenses that are directly related to his consulting services.
Until March 15, 2010, Mr. Wainger is also entitled to
receive our medical and dental insurance coverage and is
entitled to exercise his stock options, which vest according to
their schedule, through March 31, 2011.
On February 2, 2009, we entered into a month-to-month
consulting agreement with Foxdale Management, LLC and
Mr. Samuel Weiser, our director nominee, pursuant to which
Mr. Weiser provides consulting services to us at a rate of
$1,250 a day, not to exceed 16 days per month, and after
three months is eligible for an incentive award at the sole
discretion of the compensation committee of our board of
directors. Mr. Weiser is also the chief operating officer
of Sellers Capital, LLC, which manages Sellers Capital Master
Fund, Ltd., our largest shareholder. We do not expect
Mr. Weiser’s consulting contract to continue past
July 31, 2009. If elected at the annual meeting,
Mr. Weiser will receive only regular director compensation.
Sellers Capital, our largest shareholder, purchased from us
Notes in the principal amount of $6.0 million on
May 6, 2009 and Notes in the principal amount of
$5.55 million on June 15, 2009. For more information,
see Proposal No. 2.
These excerpts taken from the PRXI 10-K filed Jun 29, 2009. Related
Party Transactions
On February 28, 2007, our wholly-owned subsidiary R.M.S.
Titanic, Inc. entered into a sale agreement with Seaventures,
Ltd., pursuant to which Seaventures acquired from us all of its
ownership interest in the Carpathia for $3,000,000. We received
$500,000 from Seaventures on February 28, 2007 and received
the remaining $2,500,000 from Seaventures on April 15,
2008. Also, on February 28, 2007, Seaventures purchased an
option from us to present the first exhibition of objects
recovered from the Carpathia together with certain of our
Titanic artifacts. We received payment of $1,500,000 from
Seaventures for the sale of this option on February 28,
2007. At the time we entered into the transaction with
Seaventures, its principal, Joseph Marsh, was a holder of more
than 5% of our common stock. We entered into a
20-year
license agreement effective February 28, 2007 whereby we
received exclusive rights to present Carpathia artifacts in our
exhibitions in exchange for funding an expedition to the
Carpathia, which includes providing research and recovery
expertise. As of February 28, 2009, we had provided funding
of approximately $912,000. We will start amortizing this license
agreement with the opening of Titanic in St. Paul, Minnesota. It
will be amortized over the remaining term of the agreement or
its useful life.
Judy Geller, the wife of our former president and chief
executive officer and executive chairman, received payments for
services of approximately $100,000 during the fiscal year ended
February 29, 2008. Ms. Geller was engaged to provide
consulting on our exhibition design, development and
installation and catalog design and development. In addition,
royalty payments on the sale of our exhibition catalogs of
approximately $197,000 were paid to her during the fiscal year
ended February 29, 2008 by us and our co-presentation
partner pursuant to a royalty agreement between Ms. Geller
and us. On June 27, 2008, the company entered into a
settlement agreement with Ms. Geller whereby she received a
single payment of $275,000 as a final and complete settlement of
all monies owed to her under her consulting agreement dated
March 15, 2001 and amended March 15, 2006. In addition
to the
Table of Contents
cash payment, 16,500 unvested options to purchase our common
stock were fully vested. Any additional options granted to her
on September 13, 2005 were forfeited.
Pursuant to his consulting and severance agreement, the company
paid Mr. Wainger a consulting fee of $20,833 per month from
August 19, 2008, the date of Mr. Wainger’s
resignation as our vice president and chief legal counsel, to
February 28, 2009. The agreement also provided for a
severance payment of $20,833 per month, payable from
March 1, 2009 through March 15, 2010. To assist in the
company’s transition, in March 2009 we extended
Mr. Wainger’s consulting agreement through
August 31, 2009, pursuant to which Mr. Wainger
provides services with respect to legal, financial, strategic,
administrative and other business matters affecting our company.
Mr. Wainger will receive a total payment of $90,000 for his
consulting services from March through August 2009, to be
paid on March 15, 2010. We also pay rent in the amount of
$397 per month for Mr. Wainger’s office in Virginia
and reimburse Mr. Wainger for his reasonable out-of-pocket
expenses that are directly related to his consulting services.
Until March 15, 2010, Mr. Wainger is also entitled to
receive our medical and dental insurance coverage and is
entitled to exercise his stock options, which vest according to
their schedule, through March 31, 2011.
On February 2, 2009, we entered into a month-to-month
consulting agreement with Foxdale Management, LLC and
Mr. Samuel Weiser, our director nominee, pursuant to which
Mr. Weiser provides consulting services to us at a rate of
$1,250 a day, not to exceed 16 days per month, and after
three months is eligible for an incentive award at the sole
discretion of the compensation committee of our board of
directors. Mr. Weiser is also the chief operating officer
of Sellers Capital, LLC, which manages Sellers Capital Master
Fund, Ltd., our largest shareholder. We do not expect
Mr. Weiser’s consulting contract to continue past
July 31, 2009. If elected at our 2009 annual meeting of
shareholders, Mr. Weiser will receive only regular director
compensation.
Sellers Capital, our largest shareholder, purchased from us
Notes in the principal amount of $6.0 million on
May 6, 2009 and Notes in the principal amount of
$5.55 million on June 15, 2009, as further described
in Item 12 of this report. If Notes held by Sellers Capital
are fully converted into shares of our common stock, Sellers
Capital’s beneficial ownership will increase to
approximately 44% of our common stock.
Related Party Transactions On February 28, 2007, our wholly-owned subsidiary R.M.S. Titanic, Inc. entered into a sale agreement with Seaventures, Ltd., pursuant to which Seaventures acquired from us all of its ownership interest in the Carpathia for $3,000,000. We received $500,000 from Seaventures on February 28, 2007 and received the remaining $2,500,000 from Seaventures on April 15, 2008. Also, on February 28, 2007, Seaventures purchased an option from us to present the first exhibition of objects recovered from the Carpathia together with certain of our Titanic artifacts. We received payment of $1,500,000 from Seaventures for the sale of this option on February 28, 2007. At the time we entered into the transaction with Seaventures, its principal, Joseph Marsh, was a holder of more than 5% of our common stock. We entered into a 20-year license agreement effective February 28, 2007 whereby we received exclusive rights to present Carpathia artifacts in our exhibitions in exchange for funding an expedition to the Carpathia, which includes providing research and recovery expertise. As of February 28, 2009, we had provided funding of approximately $912,000. We will start amortizing this license agreement with the opening of Titanic in St. Paul, Minnesota. It will be amortized over the remaining term of the agreement or its useful life. Judy Geller, the wife of our former president and chief executive officer and executive chairman, received payments for services of approximately $100,000 during the fiscal year ended February 29, 2008. Ms. Geller was engaged to provide consulting on our exhibition design, development and installation and catalog design and development. In addition, royalty payments on the sale of our exhibition catalogs of approximately $197,000 were paid to her during the fiscal year ended February 29, 2008 by us and our co-presentation partner pursuant to a royalty agreement between Ms. Geller and us. On June 27, 2008, the company entered into a settlement agreement with Ms. Geller whereby she received a single payment of $275,000 as a final and complete settlement of all monies owed to her under her consulting agreement dated March 15, 2001 and amended March 15, 2006. In addition to the
Table of Contentscash payment, 16,500 unvested options to purchase our common stock were fully vested. Any additional options granted to her on September 13, 2005 were forfeited. Pursuant to his consulting and severance agreement, the company paid Mr. Wainger a consulting fee of $20,833 per month from August 19, 2008, the date of Mr. Wainger’s resignation as our vice president and chief legal counsel, to February 28, 2009. The agreement also provided for a severance payment of $20,833 per month, payable from March 1, 2009 through March 15, 2010. To assist in the company’s transition, in March 2009 we extended Mr. Wainger’s consulting agreement through August 31, 2009, pursuant to which Mr. Wainger provides services with respect to legal, financial, strategic, administrative and other business matters affecting our company. Mr. Wainger will receive a total payment of $90,000 for his consulting services from March through August 2009, to be paid on March 15, 2010. We also pay rent in the amount of $397 per month for Mr. Wainger’s office in Virginia and reimburse Mr. Wainger for his reasonable out-of-pocket expenses that are directly related to his consulting services. Until March 15, 2010, Mr. Wainger is also entitled to receive our medical and dental insurance coverage and is entitled to exercise his stock options, which vest according to their schedule, through March 31, 2011. On February 2, 2009, we entered into a month-to-month consulting agreement with Foxdale Management, LLC and Mr. Samuel Weiser, our director nominee, pursuant to which Mr. Weiser provides consulting services to us at a rate of $1,250 a day, not to exceed 16 days per month, and after three months is eligible for an incentive award at the sole discretion of the compensation committee of our board of directors. Mr. Weiser is also the chief operating officer of Sellers Capital, LLC, which manages Sellers Capital Master Fund, Ltd., our largest shareholder. We do not expect Mr. Weiser’s consulting contract to continue past July 31, 2009. If elected at our 2009 annual meeting of shareholders, Mr. Weiser will receive only regular director compensation. Sellers Capital, our largest shareholder, purchased from us Notes in the principal amount of $6.0 million on May 6, 2009 and Notes in the principal amount of $5.55 million on June 15, 2009, as further described in Item 12 of this report. If Notes held by Sellers Capital are fully converted into shares of our common stock, Sellers Capital’s beneficial ownership will increase to approximately 44% of our common stock. This excerpt taken from the PRXI 10-K filed May 7, 2009. Note 14. Related Party Transactions On February 28, 2007, our wholly-owned subsidiary R.M.S. Titanic, Inc. entered into a sale agreement with Seaventures, Ltd. pursuant to which Seaventures acquired from the Company all of its ownership interest in the Carpathia for $3,000,000. The Company received $500,000 from Seaventures on February 28, 2007 and received the remaining $2,500,000 from Seaventures on April 15, 2008. Also, on February 28, 2007, Seaventures purchased an option from the Company to present the first exhibition of objects recovered from the Carpathia together with certain of our Titanic artifacts. The Company received payment of $1,500,000 from Seaventures for the sale of this option on February 28, 2007. At the time the Company entered into the transaction with Seaventures, its principal, Joseph Marsh, was a holder of more than 5% of our common stock. The Company entered into a twenty-year license agreement effective February 28, 2007 whereby the Company received exclusive rights to present Carpathia artifacts in the Company’s exhibitions in exchange for funding an expedition to the Carpathia, which includes providing research and recovery expertise. As of February 28, 2009, the Company had provided funding of approximately $912,000. The Company will start amortizing this license agreement with the opening of Titanic in St. Paul, Minnesota. It will be amortized over the remaining term of the agreement or its useful life. Judy Geller, the wife of the Company’s former President and Chief Executive Officer and executive Chairman, received payments for services of approximately $100,000 during the fiscal year ended February 29, 2008. Ms. Geller was engaged to provide consulting on the Company’s exhibition design, development and installation and catalog design and development. In addition, royalty payments on the sale of the Company’s exhibition catalogs of approximately $197,000 were paid to her during the fiscal year ended February 29, 2008 by the Company and the Company’s co-presentation partner pursuant to a royalty agreement between Ms. Geller and the Company. On June 27, 2008, the Company entered into a settlement agreement with Ms. Geller whereby she received a single payment of $275,000 as a final and complete settlement of all monies owed to her under her consulting agreement dated March 15, 2001 and amended March 15, 2006. In addition to the cash payment, 16,500 unvested options to purchase company stock were fully vested. Any additional options granted to her on September 13, 2005 were forfeited. On February 2, 2009, the Company entered into a month to month consulting agreement with Foxdale Management, LLC and Mr. Samuel Weiser whereby Mr. Weiser serves as the Company’s interim Chief Operating Officer at a rate of $1,250 a day, not to exceed sixteen days per month and after three months is eligible for incentive award at the sole discretion of the Compensation Committee of the Company’s Board of Directors. Mr. Weiser, also, is the Chief Operating Officer of Sellers Capital, LLC. This excerpt taken from the PRXI DEF 14A filed Jun 24, 2008. Related
Party Transactions
On February 28, 2007, our wholly-owned subsidiary R.M.S.
Titanic, Inc. entered into a sale agreement with Seaventures
Ltd. pursuant to which Seaventures acquired from R.M.S. Titanic
all of its ownership interest in the R.M.S. Carpathia for
$3,000,000. We received $500,000 from Seaventures on
February 28, 2007 and we received the remaining $2,500,000
from Seaventures on April 15, 2008. Also, on
February 28, 2007, Seaventures purchased an option from us
to present the first exhibition of objects recovered from the
Carpathia together with certain of our Titanic artifacts. We
received payment of $500,000 from Seaventures for the sale of
this option on February 28, 2007. At the time we entered
into the transaction with Seaventures, its principal, Joseph
Marsh, was a holder of more than 5% of our common stock.
Judy Geller, the wife of our former executive chair, president
and chief executive officer and current chairman of the board,
was a consultant to us and received payments for services of
approximately $100,000 during fiscal year 2008. Mrs. Geller
provided consulting on our exhibition design, development and
installation and catalog design and development. In addition,
royalty payments to Mrs. Geller on the sale our exhibition
catalogs of approximately $197,000 were paid during fiscal year
2008. Such payments were made by us and our co-presentation
partner pursuant to a royalty arrangement.
This excerpt taken from the PRXI DEF 14A filed Jun 27, 2007. Related
Party Transactions
On February 28, 2007, our wholly-owned subsidiary RMS
Titanic Inc. entered into an agreement with Seaventures Ltd.
pursuant to which Seaventures Ltd. acquired from RMS Titanic
Inc. all of its ownership interest in the RMS Carpathia for
$3,000,000. Of such amount, $500,000 was paid to RMS Titanic
Inc. on the date the agreement was entered into, with the
balance of the purchase price being due and payable by
Seaventures Ltd. to RMS Titanic Inc. on or before
February 29, 2008. On February 28, 2007, Seaventures
Ltd. also purchased an option from RMS Titanic Inc., for
$1,500,000, to present the first exhibition of objects recovered
from the RMS Carpathia together with certain of RMS Titanic
Inc.’s RMS Titanic artifacts. The principal of Seaventures
Ltd., Joseph Marsh, is also a holder of more than five percent
of the company’s common stock. These agreements were
negotiated by the company on an arms-length basis.
Two of our shareholders, Joseph Marsh and William Marino, lent
us an aggregate of $500,000 on May 5, 2004. The loan was
unsecured, and had a term of five years. The interest rate for
the loan was the prime rate plus six percent. The loan required
quarterly payments by us of principal in the amount of $25,000
and accrued interest. In consideration of the loan, we also
issued an aggregate of 30,000 shares of our common stock to
these shareholders, which we recorded as deferred interest. On
April 26, 2006, we paid off the balance of this unsecured
shareholder loan.
Judith Geller, our president and chief executive officer’s
wife, is a consultant to the company and received payments for
services of approximately $250,000 during fiscal year 2007.
Ms. Geller provides consulting on the company’s
exhibition design, development and installation and catalog
design and development. In addition, royalty payments on the
sale of the company’s exhibitions catalogs of approximately
$154,000 were paid to her during fiscal year 2007 by the company
and the company’s co-presentation partner pursuant to a
royalty agreement with the company.
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