This excerpt taken from the WINS 10-Q filed Aug 7, 2007.
Note 13. Subsequent Events
On March 31, 2007, the Companys Chairman and Chief Executive Officer, Steven S. Myers, retired and on April 1, 2007, was replaced by Cynthia Davis as Chief Executive Officer. Ms. Davis was elected to the Board of Directors. A current board member, Dwight Hanger, replaced Mr. Myers as Chairman of the Board. The expense associated with this transition, which includes a retirement payment of $500,000 and legal and professional fees of approximately $200,000, are included in SG&A for the six months ended June 30, 2007.
Subsequently, effective July 18, 2007, the Board of Directors accepted the resignation of Cynthia A. Davis as Chief Executive Officer and as a Director, and the Company and Ms. Davis entered into a separation agreement including a mutual release of claims and a payment of up to $475,000 by the Company. Cathy L. McCarthy was elected as President and Chief Executive Officer following the resignation of Ms. Davis and entered into an employment agreement with the Company, including the grant of 200,000 stock options vesting over four years. The Company will recognize selling, general and administrative expense related to these events in the third quarter of 2007.
This excerpt taken from the WINS 8-K filed Apr 19, 2007.
Note 6. Subsequent Events
On February 9, 2007, the Company was acquired by publicly held SM&A, a provider of Competition Management (business capture and proposal development) services, and a provider of Program Services (post-award risk mitigation and profit maximizing) services. Under the terms on the agreement with PPI, SM&A acquired all of PPI for cash and common shares. On February 9, 2007, the Board of Directors of SM&A unanimously approved the terms of the transaction.
The Stock Purchase Agreement by and among PPI, Richard Bowe, its Shareholder, and SM&A, effective January 30, 2007, is subject to customary closing conditions, including the continued employment of key personnel and the absence of a material adverse change in PPIs business. At closing on February 9, 2007, SM&A paid total consideration valued at approximately $5.5 million, consisting of cash of $3.5 million and 333,333 shares of the Company stock, and could pay up to an additional $9.5 million over a three year period upon satisfaction of certain revenue goals for SM&As Project Planning division. Richard Bowe and other key personnel provided SM&A with covenants not to compete. SM&A was indemnified by the seller for breaches of representations, warranties and covenants, subject to certain limitations more fully set forth in the Stock Purchase Agreement.
At closing, Richard Bowe, the President of PPI, entered into an employment agreement with SM&A and became President of SM&As Project Planning division, which will deploy resources from both the acquired business and SM&As current base of associates.