def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Orchids Paper Products Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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paid previously. Identify the previous filing by registration statement number,
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Orchids
Paper Products Company
4826 Hunt Street
Pryor, Oklahoma 74361
April 18,
2008
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders of Orchids Paper Products Company to be held at the
Ambassador Hotel located at 1324 South Main Street, Tulsa,
Oklahoma 74119 on Tuesday, May 20, 2008, at
9:00 a.m. Central Time.
At the meeting you will be asked to elect seven directors, to
ratify the appointment of Tullius Taylor Sartain &
Sartain LLP as the Companys independent registered public
accounting firm for 2008, to amend the Companys Stock
Incentive Plan to increase the number of shares that may be
issued under the plan from 697,500 to 897,500 and to transact
such other business as may properly come before the meeting.
The formal Notice of Annual Meeting of Stockholders and Proxy
Statement accompanying this letter provide detailed information
concerning matters to be considered and acted upon at the
meeting.
Your vote is important. I urge you to vote as soon as possible,
whether or not you plan to attend the Annual Meeting. Regardless
of whether you expect to attend the Annual Meeting, you may vote
by completing, signing, dating and mailing the proxy card.
Thank you for your continued support of Orchids Paper Products
Company.
Sincerely,
Robert A. Snyder
President and Chief Executive Officer
ORCHIDS
PAPER PRODUCTS COMPANY
4826 Hunt Street
Pryor, Oklahoma 74361
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 20, 2008
The 2008 Annual Meeting of Stockholders of ORCHIDS PAPER
PRODUCTS COMPANY, a Delaware corporation (the
Company), will be held at the Ambassador Hotel
located at 1324 South Main Street, Tulsa, Oklahoma 74119 on
Tuesday, May 20, 2008, at 9:00 a.m. Central Time
(the meeting) to consider and act upon the following
matters:
1. to elect seven directors for one-year terms expiring at
the conclusion of the Companys annual meeting in 2009;
2. to ratify the appointment of Tullius Taylor
Sartain & Sartain LLP as the Companys
independent registered public accounting firm for 2008; and
3. to amend the Companys Stock Incentive Plan to
increase the number of shares that may be issued under the plan
from 697,500 to 897,500.
At the meeting, stockholders will also transact such other
business as may properly come before the meeting or any
adjournments thereof.
The Board of Directors recommends that you vote FOR
Items 1, 2 and 3 on the proxy card.
Only stockholders of record at the close of business on
April 11, 2008, are entitled to notice of and to vote in
person or by proxy at the meeting. At least ten days prior to
the meeting, a complete list of stockholders entitled to vote
will be available for inspection by any stockholder for any
purpose germane to the meeting, during ordinary business hours,
at the office of the Secretary of the Company at 4826 Hunt
Street, Pryor, Oklahoma 74361. As a stockholder of record, you
are cordially invited to attend the meeting in person.
Regardless of whether you expect to be present at the meeting,
please complete, sign and date the enclosed proxy and mail it
promptly in the enclosed envelope. Returning the enclosed proxy
will not affect your right to vote in person if you attend the
meeting.
The enclosed proxy solicitation material is being mailed to
stockholders on or about April 18, 2008, with a copy of the
Companys Annual Report, which includes financial
statements for the year ended December 31, 2007 and the
Companys independent registered public accounting
firms report thereon.
By Order of the Board of Directors
Keith R. Schroeder
Chief Financial Officer and Secretary
Even though you may plan to attend the meeting in person,
please execute the enclosed proxy card and mail it promptly. A
return envelope (which requires no postage if mailed in the
United States) is enclosed for your convenience. Should you
attend the meeting in person, you may revoke your proxy and vote
in person.
Table of
Contents
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i
ORCHIDS
PAPER PRODUCTS COMPANY
4826 Hunt Street
Pryor, Oklahoma 74361
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Orchids
Paper Products Company, a Delaware corporation (the
Company), to be voted at the 2008 Annual Meeting of
Stockholders of the Company (the annual meeting or
the meeting) and any adjournment or postponement of
the meeting. The meeting will be held at the Ambassador Hotel
located at 1324 South Main Street, Tulsa, Oklahoma 74119 on
Tuesday, May 20, 2008, at 9:00 a.m. Central Time,
for the purposes contained in the accompanying Notice of Annual
Meeting of Stockholders and in this proxy statement. This proxy
statement and the accompanying proxy will be first sent or given
to stockholders on or about April 18, 2008.
ABOUT THE
MEETING
Why Did I
Receive This Proxy Statement?
Because you were a stockholder of the Company as of
April 11, 2008 (the Record Date) and are
entitled to vote at the annual meeting, the Board of Directors
is soliciting your proxy to vote at the meeting.
This proxy statement summarizes the information you need to know
to vote at the meeting. This proxy statement and form of proxy
were first mailed to stockholders on or about April 18,
2008.
What Am I
Voting On?
You are voting on three items:
1. Election of seven directors for one-year terms expiring
at the conclusion of the annual meeting in 2009 (see
page 5);
2. Ratification of Tullius Taylor Sartain &
Sartain LLP as the Companys independent registered public
accounting firm for 2008 (see page 28); and
3. Amendment of the Companys Stock Incentive Plan to
increase the number of shares that may be issued under the plan
from 697,500 to 897,500 (see page 29).
How Do I
Vote?
Stockholders of Record: If you are a
stockholder of record, there are two ways to vote:
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by completing and returning your proxy card; or
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by written ballot at the meeting.
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Street Name Holders: Shares which are held in
a brokerage account in the name of the broker are said to be
held in street name. If your shares are held in
street name, you should follow the voting instructions provided
by your broker. You may complete and return a voting instruction
card to your broker, or, in many cases, your broker may also
allow you to vote via the telephone or internet. Check your
proxy card for more information. If you hold your shares in
street name and wish to vote at the meeting, you must obtain a
legal proxy from your broker and bring that proxy to the meeting.
Regardless of how your shares are registered, if you complete
and properly sign the accompanying proxy card and return it to
the address indicated, it will be voted as you direct.
What Are
the Voting Recommendations of the Board of Directors?
The Board of Directors recommends the following votes:
1. FOR each of the nominees as directors named in this
proxy statement;
2. FOR ratification of the appointment of Tullius Taylor
Sartain & Sartain LLP as the Companys
independent registered public accounting firm for 2008; and
3. FOR amendment of the Companys Stock Incentive Plan
to increase the number of shares that may be issued under the
plan from 697,500 to 897,500.
Unless you give contrary instructions on your proxy card, the
persons named as proxy holders will vote your shares in
accordance with the recommendations of the Board of Directors.
Will Any
Other Matters Be Voted On?
We do not know of any other matters that will be brought before
the stockholders for a vote at the annual meeting. If any other
matter is properly brought before the meeting, your signed proxy
card gives authority to Robert Snyder to vote on such matters in
his discretion.
Who Is
Entitled to Vote at the Meeting?
Only stockholders of record at the close of business on the
Record Date are entitled to receive notice of and to participate
in the annual meeting. If you were a stockholder of record on
that date, you will be entitled to vote all of the shares that
you held on that date at the meeting, or any postponements or
adjournments of the meeting.
If you own shares in street name, you should ask your broker or
bank for a legal proxy to bring with you to the meeting. If you
do not receive the legal proxy in time, however, you will not be
able to vote your shares at the meeting.
How Many
Votes Do I Have?
You will have one vote for every share of Orchids Paper Products
Company common stock you owned on the Record Date.
How Many
Votes Can Be Cast by All Stockholders?
6,328,986 consisting of one vote for each share of Orchids
Paper Products Company common stock outstanding on the Record
Date. There is no cumulative voting.
How Many
Votes Must Be Present to Hold the Meeting?
The holders of a majority of the aggregate voting power of
Orchids Paper Products Companys common stock outstanding
on the Record Date, or 3,164,493 votes, must be present in
person, or by proxy, at the meeting in order to constitute a
quorum necessary to conduct the meeting.
If you vote, your shares will be part of the quorum. Abstentions
and broker non-votes will be counted in determining the quorum.
A broker non-vote occurs when a bank or broker holding shares in
street name submits a proxy that states that the broker does not
vote for some or all of the proposals because the broker has not
received instructions from the beneficial owners on how to vote
on the proposals and does not have discretionary authority to
vote in the absence of instructions.
We urge you to vote by proxy even if you plan to attend the
meeting so that we will know as soon as possible that a quorum
has been achieved.
What Vote
Is Required to Approve Each Proposal?
In the election of directors, the affirmative vote of a
plurality of the votes present in person or by proxy and
entitled to vote at the meeting is required. A proxy that has
properly withheld authority with respect to the election
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of one or more directors will not be voted with respect to the
director or directors indicated, although it will be counted for
the purpose of determining whether there is a quorum.
For the proposal to ratify the appointment of Tullius Taylor
Sartain & Sartain LLP as the Companys
independent registered public accounting firm, the affirmative
vote of the holders of a majority of the shares represented in
person or by proxy and entitled to vote on the proposal will be
required for approval. An abstention with respect to this
proposal will be counted for the purpose of determining the
number of shares entitled to vote that are present in person or
by proxy. Accordingly, an abstention will have the effect of a
negative vote.
For the proposal to amend the Companys Stock Incentive
Plan, the affirmative vote of the holders of a majority of the
shares represented in person or by proxy and entitled to vote on
the proposal will be required for approval. An abstention with
respect to this proposal will be counted for the purpose of
determining the number of shares entitled to vote that are
present in person or by proxy. Accordingly, an abstention will
have the effect of a negative vote.
Can I
Change My Vote?
Yes. Just send in a new proxy card with a later date or send a
written notice of revocation to the Companys Corporate
Secretary at the address on the cover of this proxy statement.
Also, if you attend the meeting and wish to vote in person, you
may request that your previously submitted proxy not be used.
When Will
There Be Discretionary Voting Authority?
If you return a proxy card without indicating your vote, your
shares will be voted as follows: (i) for each of the
nominees for director named in this proxy statement;
(ii) for ratification of the appointment of Tullius Taylor
Sartain & Sartain LLP as the independent registered
public accounting firm for the Company for 2008; (iii) for
amendment of the Companys Stock Incentive Plan to increase
the number of shares that may be issued under the plan from
697,500 to 897,500; and (iv) in accordance with the
recommendation of management on any other matter that may
properly be brought before the meeting and any adjournment of
the meeting. Should a nominee for director become unavailable to
serve, the shares will be voted for a substitute designated by
the Board of Directors, or for fewer than seven nominees if, in
the judgment of the proxy holders, such action is necessary or
desirable.
How Can I
Access Orchids Paper Products Companys Proxy Materials and
Annual Report Electronically?
This proxy statement and the 2007 annual report are available in
the Corporate Governance section of the Companys website,
which can be accessed from the Companys homepage at
http://www.orchidspaper.com
by selecting Investor Resources followed by
Annual Reports for the 2007 Annual Report and
SEC Filings for the proxy statement.
Who Will
Bear the Cost of Soliciting Proxies?
The Company will bear the cost of making solicitations from our
stockholders and will reimburse banks and brokerage firms for
out-of-pocket expenses incurred in connection with this
solicitation. Proxies may be solicited by mail or in person by
directors, officers, or employees of the Company.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
On the Record Date there were 6,328,986 outstanding shares of
the Companys Common Stock, $0.001 par value per share
(the Common Stock). The following tables set forth
certain information known to us with respect to beneficial
ownership of the Companys Common Stock as of
March 31, 2008 by:
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each person known by us to own beneficially more than 5% of the
Companys outstanding Common Stock;
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each of the Companys directors;
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each named executive officer; and
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all of the Companys directors and executive officers as a
group.
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Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission (SEC) and
generally includes voting or investment power over securities.
The table below includes the number of shares underlying options
and warrants that are currently exercisable or exercisable
within 60 days of March 31, 2008. It is therefore
based on 6,704,954 shares of common stock outstanding as of
March 31, 2008. Shares of Common Stock subject to options
and warrants that are currently exercisable or exercisable
within 60 days of March 31, 2008 are considered
outstanding and beneficially owned by the person holding the
options or warrants for the purposes of computing beneficial
ownership of that person but are not treated as outstanding for
the purpose of computing the percentage ownership of any other
person. To our knowledge, except as set forth in the footnotes
to this table and subject to applicable community property laws,
each person named in the table has sole voting and investment
power with respect to the shares set forth opposite such
persons name. Except as otherwise indicated, the address
of each of the persons in this table is as follows:
c/o Orchids
Paper Products Company, 4826 Hunt Street, Pryor, Oklahoma 74361.
Beneficial
Owners of More Than Five Percent
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Number of
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Name of Beneficial Owner
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Owned
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Owned
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Robert F. Taglich(1)
700 New York Avenue
Huntington, New York 11743
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435,217
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6.8
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Michael N. Taglich(2)
700 New York Avenue
Huntington, New York 11743
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466,716
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7.3
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Includes 52,575 shares of Common Stock issuable under
warrants held by Robert F. Taglich. |
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Includes 52,575 shares of Common Stock issuable under
warrants held by Michael N. Taglich. |
Beneficial
Ownership of Directors, Director Nominees and Executive
Officers
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Number of
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Shares
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Percent
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Beneficially
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Beneficially
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Name of Beneficial Owner
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Owned
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Owned
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Robert Snyder(1)
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45,000
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*
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Keith R. Schroeder(2)
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122,533
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1.9
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Gary P. Arnold(3)
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181,678
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2.9
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Steven R. Berlin(4)
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12,900
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*
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John C. Guttilla(5)
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13,250
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*
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Douglas E. Hailey(6)
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154,573
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2.4
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Jeffrey S. Schoen(7)
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7,500
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Jay Shuster(8)
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23,124
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All directors and executive officers as a group (8 persons)
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560,558
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8.5
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Indicates ownership of less than 1%. |
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Includes 45,000 shares of Common Stock issuable upon
exercise of stock options granted under the Stock Incentive Plan
held by Mr. Snyder. |
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Includes 114,000 shares of Common Stock issuable upon
exercise of stock options granted under the Stock Incentive Plan
held by Mr. Schroeder. |
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Includes 5,763 shares of Common Stock issuable under
warrants held by Mr. Arnold and 11,250 shares of
Common Stock issuable upon exercise of stock options granted
under the Stock Incentive Plan held by Mr. Arnold. |
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Includes 11,250 shares of Common Stock issuable upon
exercise of stock options granted under the Stock Incentive Plan
held by Mr. Berlin. |
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Includes 11,250 shares of Common Stock issuable upon
exercise of stock options granted under the Stock Incentive Plan
held by Mr. Guttilla. |
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Includes 47,305 shares of Common Stock issuable under
warrants held by Mr. Hailey and 3,750 shares of Common
Stock issuable upon exercise of stock options granted under the
Stock Incentive Plan held by Mr. Hailey. |
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Includes 7,500 shares of Common Stock issuable upon
exercise of stock options granted under the Stock Incentive Plan
held by Mr. Schoen. |
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Includes 13,750 shares of Common Stock issuable upon
exercise of stock options granted under the Stock Incentive Plan
held by Mr. Shuster. |
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Companys directors and executive officers,
persons who beneficially own more than ten percent of a
registered class of the Companys equity securities, and
certain other persons to file reports of ownership and changes
in ownership on Forms 3, 4 and 5 with the SEC, and to
furnish the Company with copies of the forms. Based solely on
its review of the forms it received, or written representations
from reporting persons, the Company believes that all of its
directors, executive officers and beneficial owners of greater
than ten percent of the outstanding Common Stock complied with
all such filing requirements during 2007 except that John C.
Guttilla purchased 2,000 shares of Common Stock on
November 14, 2007 that was reported on Form 4 on
November 19, 2007.
PROPOSAL I.
The Companys Board of Directors presently has seven
members with each member serving a one-year term.
All of the Companys directors hold office until the end of
the next annual meeting of stockholders or until their
successors are duly elected and qualified.
The Nominating and Corporate Governance Committee of the Board
of Directors has nominated each of the Companys current
directors, Gary P. Arnold, Steven R. Berlin, John C. Guttilla,
Douglas E. Hailey, Jeffrey S. Schoen, Jay Shuster and Robert A.
Snyder, to be re-elected to serve until the 2009 Annual Meeting
of Stockholders or until their successors are duly elected and
qualified.
THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE NAMED NOMINEES
Proxies cannot be voted for a greater number of persons than the
number of nominees named below. Unless otherwise specified, all
proxies will be voted in favor of the seven nominees listed
above for election as directors of the Company.
The Board of Directors has no reason to expect that any of the
nominees will be unable to stand for election on the date of the
meeting or for good cause will not serve. If a vacancy occurs
among the original nominees prior to the meeting, the proxies
will be voted for a substitute nominee named by the Board of
Directors and for the remaining nominees. Directors are elected
by a plurality of the votes present in person or by proxy and
entitled to vote at the meeting.
5
The following information is furnished as of March 31,
2008, for each of the nominees for the Board of Directors:
Nominees
for Election as Directors
Set forth below is the name, age, position and a brief account
of the business experience of each of the Companys
directors and nominees.
Gary
P. Arnold, 66 Director since 2005 Former Chief Executive
Officer of Analogy, Inc.
Mr. Arnold has significant international and domestic
experience in the electronics industry in the areas of finance,
strategic planning and operations, and has been involved in
numerous capital market transactions. He spearheaded the
turnaround at Tektronix Corp. where he was Chief Financial
Officer from 1990 to 1992, and later served as Chairman and CEO
of Analogy, Inc., a provider of design automation software used
in the automotive industry, from 1993 to 2000. Since 2000,
Mr. Arnold has been a private investor, and currently
serves on the boards of directors of National Semiconductor
Corp. (NYSE: NSM) and Gulfstream International Group, Inc.
(AMEX: GIA). Mr. Arnold is a certified public accountant
and holds a BS degree in accounting from East Tennessee State
University and a JD degree from the University of Tennessee
School of Law.
Steven
R. Berlin, 63 Director since 2005 Former Vice President and
Chief Financial Officer of
Kaiser-Francis
Oil Company
Since January 2006, Mr. Berlin has been an independent
financial consultant. Mr. Berlin was Vice President of
Kaiser-Francis Oil Company from 2004 to January 2006, and the
Vice President and Chief Financial Officer of Kaiser-Francis Oil
Company from 1999 to 2004. He held the positions of Chief
Financial Officer, Secretary and Treasurer of PetroCorp
Corporation from 1999 to 2004 and was a director of PetroCorp
Corporation from 2001 to 2004. Mr. Berlin was on the
faculty of the University of Tulsa, where he taught business and
finance courses, from 1996 to 1999. Prior to joining the faculty
at the University of Tulsa, Mr. Berlin worked for CITGO
Petroleum Corporation and its predecessors in various financial
and management positions, including the last ten years as Chief
Financial Officer. He is a member of the board of directors of
North American Palladium Limited (AMEX: PAL). Mr. Berlin
received his BSBA degree from Duquesne University, his MBA from
the University of Wisconsin and is a graduate of the Stanford
Executive Program. He is a certified public accountant.
John
C. Guttilla, 51 Director since 2005 Principal of Rotenberg
Meril Solomon Bertiger &
Guttilla, P.C.
Since 1988, Mr. Guttilla has been a principal and director
in the financial services department of the public accounting
firm of Rotenberg Meril Solomon Bertiger &
Guttilla, P.C. Mr. Guttilla focuses on providing tax
structuring and compliance advice in the area of real estate,
entertainment, brokerage, manufacturing, printing, restaurant
and construction. He is a certified public accountant and a
member of the American Institute of Certified Public
Accountants. Mr. Guttilla holds a BS degree in accounting
from Fordham University and a Masters degree in taxation from
St. Johns University.
Douglas
E. Hailey, 46 Director since 2005 Managing Director of
Taglich Brothers, Inc.
Mr. Hailey is a Managing Director of the Investment Banking
Division of Taglich Brothers, Inc., a New York-based full
service brokerage firm that specializes in private equity
placements for small public companies. Mr. Hailey joined
Taglich Brothers in 1994. Mr. Hailey serves on the boards
of directors of Williams Controls, Inc. (NASDAQ: WMCC) and
Gulfstream International Group, Inc. (AMEX: GIA).
Mr. Hailey received a BA degree in Business Administration
from Eastern New Mexico University and an MBA from the
University of Texas.
Jeffrey
S. Schoen, 47 Director since 2007 Former Executive Vice
President of Cumberland Swan, Inc.
From 2002 through 2006, Mr. Schoen served as Executive
Vice-President of Cumberland Swan, Inc., a private label
manufacturer of personal care products. From 1999 through 2002,
Mr. Schoen was employed by Paragon Trade Brands, a private
label manufacturer of disposable diapers and training pants,
last serving as Vice President of Operations. Mr. Schoen
holds a BS degree in chemical engineering from the University of
Wisconsin.
6
Jay
Shuster, 53 Director since 2006 Chairman of the Board of
Orchids Paper Products Company and Former Chief Operating
Officer of Rock-Tenn Company
For the past six years Mr. Shuster has worked as an
independent consultant. Mr. Shuster was employed by the
Rock-Tenn Company (NYSE: RKT) from 1979 through 2000 last
serving as the companys Chief Operating Officer from 1992
through 2000. Prior to 1992, he held the positions of Executive
Vice President and Chief Operating Officer, Executive Vice
President and General Manager of two operating divisions, and
Chief Financial Officer. He serves on the boards of directors of
Atlantis Plastics, Inc. (NASDAQ: ATPL) and Box Board Products
Inc. Mr. Shuster is a certified public accountant and holds
a BS degree in Business Administration from the University of
Florida.
Robert
A. Snyder, 59 Director since 2007 Chief Executive Officer
and President of Orchids Paper Products Company
Mr. Snyder has been the Companys Chief Executive
Officer and President since August 2007. He previously served as
General Manager and Vice President and General Manager of
Kruger, Incorporated, responsible for a premium grade tissue
mill from October 2005 to July 2007 and newsprint mill,
timberlands and power company where he served as Vice-President
and General Manager from October 2002 to October 2005. He was a
Mill Manager for Great Northern Paper, Inc. from January 2002 to
October 2002, and General Manager of the Paper Business unit for
Alliance Forest Products U.S. Corporation from 1999 to
2001. Previously, Mr. Snyder was the Vice President and
General Manager
(1992-1999)
and the Production Manager
(1985-1992)
for Bear Island Paper Co. and Bear Island Timber Co.
Mr. Snyder received a BS degree in Paper Science and
Engineering from the State University of New York at Syracuse
and a BS degree from Syracuse University.
Additional
Director Information
Mr. Berlin served as Chief Financial Officer and as a
director of Great Plains Airlines, a regional airline
headquartered in Tulsa, Oklahoma, from March 2001 to
January 22, 2004. On January 23, 2004, Great Plains
Airlines filed a voluntary petition under Chapter 11 of the
federal bankruptcy laws. The company is currently being
liquidated under Chapter 7 of the federal bankruptcy laws.
Board of
Directors
Currently, we have a seven-member Board of Directors. All of the
directors hold office until the next annual meeting of
stockholders or until their successors are duly qualified.
The Board of Directors held eight meetings during the fiscal
year which ended December 31, 2007. During 2007, each
director attended at least 75% of the aggregate of the regular
meetings of the Board of Directors and meetings of the
committees of the Board on which he served. All of the directors
attended the annual meeting of stockholders held on
June 19, 2007. The directors discharge their
responsibilities throughout the year, not only at such Board of
Directors and committee meetings, but through personal meetings
and other communications with members of management and others
regarding matters of interest and concern to the Company.
Director
Independence
The Company periodically reviews the independence of each
director. Pursuant to this review, the directors and officers of
the Company, on an annual basis, are required to complete and
forward to the Corporate Secretary a detailed questionnaire to
determine if there are any transactions or relationships between
any of the directors, officers and the Company (including
immediate family and affiliates). If any transactions or
relationships exist, the Company then considers whether such
transactions or relationships are inconsistent with a
determination that the director is independent in accordance
with the applicable standards of the American Stock Exchange and
the SEC. Pursuant to this process, the Board of Directors has
determined that Mr. Arnold, Mr. Berlin,
Mr. Guttilla, Mr. Schoen and Mr. Shuster qualify
as independent directors.
7
Board
Committees
The Board of Directors has three committees established in the
Companys bylaws: the Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance
Committee. Each of the members of the Audit Committee, the
Compensation Committee and the Nominating and Corporate
Governance Committee is an independent director.
Audit Committee. The Company has established
an Audit Committee consisting of Mr. Guttilla, who chairs
the committee, and Messrs. Arnold and Berlin. The Audit
Committee is governed by a written charter, available in the
Corporate Governance section of the Companys website which
can be accessed from the Companys homepage at
http//www.orchidspaper.com by selecting Investor
Relations and then Corporate Governance, which
must be reviewed, and amended if necessary, on an annual basis.
Under the charter, the Audit Committee must meet at least four
times a year and is responsible for reviewing the independence,
qualifications and quality control procedures of the
Companys independent auditors, and is responsible for
recommending the initial or continued retention, or a change in,
the Companys independent auditors. In addition, the Audit
Committee is required to review and discuss with the
Companys management and independent auditors the
Companys financial statements and the Companys
annual and quarterly reports, as well as the quality and
effectiveness of the Companys internal control procedures
and critical accounting policies. The Audit Committee Charter
also requires the Audit Committee to review potential conflict
of interest situations, including transactions with related
parties, and to discuss with the Companys management other
matters related to the Companys external and internal
audit procedures. The Audit Committee has adopted a pre-approval
policy for the provision of audit and non-audit services
performed by the Companys independent auditors. The Board
of Directors has determined that Mr. Berlin is an Audit
Committee financial expert. The Audit Committee held eight
meetings in 2007. A copy of the report of the Audit Committee is
on page 11.
Compensation Committee. The Company has also
established a Compensation Committee consisting of
Mr. Schoen, who chairs the committee, and
Messrs. Arnold and Guttilla. The Compensation Committee is
governed by a written charter, available in the Corporate
Governance section of the Companys website which can be
accessed from the Companys homepage at
http://www.orchidspaper.com
by selecting Investor Resources and then
Corporate Governance. The Compensation Committee is
responsible for making recommendations to the Board of Directors
regarding compensation arrangements for the Companys
executive officers, including annual bonus compensation, and
consults with the Companys management regarding
compensation policies and practices. The Compensation Committee
also reviews and makes recommendations to the Board of Directors
regarding compensation of directors. The Compensation Committee
also makes recommendations concerning the adoption of any
compensation plans in which management is eligible to
participate, including the granting of stock options or other
benefits under those plans. The processes and procedures used
for the consideration and determination of executive
compensation are described in the section of the proxy captioned
Compensation Discussion and Analysis. The
Compensation Committee held six meetings in 2007.
Nominating and Corporate Governance
Committee. The Company has also established a
Nominating and Corporate Governance Committee consisting of
Mr. Berlin, who chairs the committee, and
Messrs. Guttilla and Schoen. The Nominating and Corporate
Governance Committee is governed by a written charter, available
in the Corporate Governance section of the Companys
website which can be accessed from the Companys homepage
at
http://www.orchidspaper.com
by selecting Investor Resources and then
Corporate Governance. The Nominating and Corporate
Governance Committee is responsible for submitting to the Board
of Directors a proposed slate of directors for submission to the
stockholders at the Companys annual meeting, recommending
director candidates in view of pending additions, resignations
or retirements, developing criteria for the selection of
directors, reviewing suggested nominees received from
stockholders and reviewing corporate governance policies and
recommending changes to the full Board of Directors. As set
forth above, the members of the Nominating and Corporate
Governance Committee qualify as independent
directors under the American Stock Exchange rules. The
Nominating and Corporate Governance Committee held three
meetings in 2007.
8
Selection
of Nominees for the Board of Directors
The Nominating and Corporate Governance Committee is responsible
for identifying and recommending to the Board of Directors
candidates to serve as members of the Board of Directors. The
Nominating and Corporate Governance Committee has not adopted
specific, minimum qualifications that nominees must meet in
order for the committee to recommend them to the Board of
Directors, but rather each nominee is individually evaluated
based on his or her individual merits, taking into account the
needs of the Company and the composition of the Board of
Directors.
The Nominating and Corporate Governance Committee will consider
candidates submitted from a variety of sources (including,
without limit, incumbent directors, stockholders, Company
management and third-party search firms) when reviewing
candidates to fill vacancies
and/or
expand the Board of Directors. The committee will then evaluate
each potential candidates educational background,
employment history, outside commitments and other relevant
factors to determine whether
he/she is
potentially qualified to serve on the Board of Directors. The
committee will seek to identify and recruit the best available
candidates, and will endeavor to evaluate qualified stockholder
nominees on the same basis as those submitted by members of the
Board of Directors, third-party search firms or other sources.
After completing this process, the committee will determine
whether one or more candidates are sufficiently qualified to
warrant further investigation. If the process yields one or more
desirable candidates, the committee will rank them by order of
preference, depending on their respective qualifications and the
Companys needs. The committee chair, or another director
designated by the committee chair, will then contact the
preferred candidate(s) to evaluate their potential interest and
to set up interviews with the full committee. All such
interviews will be held in person, to the extent possible, and
will include only the candidate and the committee members. Based
upon interview results and appropriate background checks, the
committee will decide whether it will recommend the
candidates nomination to the full Board of Directors.
The committee may, in its discretion, choose, from time to time,
to use additional resources (including independent third-party
search firms) if it determines that such resources could enhance
a particular director search.
Any stockholder wishing to submit a candidate for consideration
should send the following information to the Corporate
Secretary, Orchids Paper Products Company, 4826 Hunt Street,
Pryor, Oklahoma 74361:
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Stockholders name, number of shares owned, length of
period held, and proof of ownership;
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Name, age and address of candidate;
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A detailed resume describing among other things the
candidates educational background, occupation, employment
history, and material outside commitments (e.g., memberships on
other boards and committees, charitable foundations, etc.);
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A supporting statement which describes the candidates
reasons for seeking election to the Board of Directors, and
documents
his/her
ability to serve on the Board of Directors;
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Any information relating to the candidate that is required to be
disclosed in the solicitation of proxies for election of
directors;
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A description of any arrangements or understandings between the
stockholder and the candidate;
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Any other information that would be useful to the committee in
considering the candidate; and
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A signed statement from the candidate, confirming
his/her
willingness to serve on the Board.
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The Corporate Secretary will forward such materials to the
committee chair and the Chairman of the Board. The Corporate
Secretary will also maintain copies of such materials for future
reference by the committee when filling Board of Directors
positions.
Stockholders may submit potential director candidates at any
time pursuant to these procedures. The committee will consider
such candidates if a vacancy arises or if the Board of Directors
decides to expand its membership, and at such other times as the
committee deems necessary or appropriate. Separate procedures
apply,
9
as provided in the Bylaws, if a stockholder wishes to submit at
an annual meeting a director candidate that is not approved by
the committee or the Board of Directors. See STOCKHOLDER
PROPOSALS.
Process
by Which Security Holders May Send Communications to the Board
of Directors
The Board of Directors has adopted a policy to provide a process
for holders of the Companys securities to send written
communications to the Board of Directors. Any stockholder
wishing to send communications to the Board of Directors should
send the written communication and the following information to
the Companys Corporate Secretary, Orchids Paper Products
Company, 4826 Hunt Street, Pryor, Oklahoma 74361:
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stockholders name, number of shares of Common Stock owned,
length of period held, and proof of ownership;
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name, age, business and residential address of
stockholder; and
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any individual director or committee to which the stockholder
would like to have the written statement and other information
sent.
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The Corporate Secretary, or his or her designee, will collect
and organize all of such stockholder communications as he or she
deems appropriate and, at least once each year, forward these
materials to the Chairman of the Board, any committee chair or
individual director. The Corporate Secretary may refuse to
forward material which he or she determines in good faith to be
scandalous, threatening or otherwise inappropriate for delivery.
The Corporate Secretary will also maintain copies of such
materials.
10
REPORT OF
THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors of Orchids Paper
Products Company (the Committee) is composed of
three directors who, in the judgment of the Board of Directors,
meet the independence requirements of the Companys charter
and the American Stock Exchange rules. The Committee operates
under a charter adopted by the Board of Directors. The primary
function of the Audit Committee is to assist the Board of
Directors in its oversight of the Companys financial
reporting processes. Management is responsible for the
Companys financial statements and overall reporting
process, including the system of internal controls. The
independent auditors are responsible for conducting annual
audits and quarterly reviews of the Companys financial
statements and expressing an opinion as to the conformity of the
annual financial statements with generally accepted accounting
principles.
The Committee submits the following report pursuant to the SEC
rules:
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The Committee has reviewed and discussed with management and
with Tullius Taylor Sartain & Sartain LLP, the
Companys independent registered public accounting firm,
the audited financial statements of the Company for the year
ended December 31, 2007 (the Financial
Statements).
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Tullius Taylor Sartain & Sartain LLP has advised the
management of the Company and the Committee that it has
discussed with them all the matters required to be discussed by
Statement of Auditing Standards No. 61, as modified, which
include among other items, matters related to the conduct of the
audit of the Financial Statements.
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The Committee has received from Tullius Taylor
Sartain & Sartain LLP the written disclosures and the
letter required by Independence Standards Board Standard No. 1
(which relates to the auditors independence from the
Company and its related entities) and has discussed Tullius
Taylor Sartain & Sartain LLPs independence with
them.
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Based upon the aforementioned review, discussions and
representations of Tullius Taylor Sartain & Sartain
LLP, and the unqualified audit opinion presented by Tullius
Taylor Sartain & Sartain LLP on the Financial
Statements, the Committee recommended to the Board of Directors
that the Financial Statements be included in the Companys
Annual Report on
Form 10-K.
The Committee has reviewed the performance of services provided
by Tullius Taylor Sartain & Sartain LLP in 2007 and
the proposed audit plan for 2008 and, based upon those reviews
and other considerations, recommends that Tullius Taylor
Sartain & Sartain LLP be selected as the independent
registered public accounting firm for the Company for fiscal
2008.
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Respectfully submitted,
John C. Guttilla, Chairman
Gary P. Arnold
Steven R. Berlin
11
REPORT OF
THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Orchids
Paper Products Company is primarily responsible for reviewing,
approving and overseeing Orchids compensation plans and
practices, and works with management and the committees
compensation consultant to establish Orchids executive
compensation philosophy and programs. The committee has reviewed
and discussed the Compensation Discussion and Analysis for the
year ended December 31, 2007 with management and has
recommended to the Board that the Compensation Discussion and
Analysis be included in this proxy statement.
Respectfully submitted,
Jeffrey S. Schoen, Chairman
Gary P. Arnold
John C. Guttilla
12
The Report of the Audit Committee and the Report of the
Compensation Committee on Executive Compensation will not be
deemed incorporated by reference by any general statement
incorporating by reference this proxy statement or portions
thereof into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference,
and will not otherwise be deemed filed under such Acts.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is comprised of Jeffrey S. Schoen,
who chairs the committee, Gary P. Arnold and John C. Guttilla,
none of whom are employees or current or former officers of the
Company, and none of whom had any relationship with the Company
required to be disclosed under CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS. None of the Companys
Compensation Committee members and none of the Companys
executive officers have a relationship that would constitute an
interlocking relationship with executive officers or directors
of another entity or insider participation in compensation
decisions.
COMPENSATION
DISCUSSION AND ANALYSIS
This section provides information regarding the compensation for
Mr. Snyder, our President and Chief Executive Officer,
Mr. Schroeder, our Chief Financial Officer, and
Mr. Sage, our former President and Chief Executive Officer,
whom we refer to collectively as the named executive officers.
In April, 2007, Mr. Sage announced his retirement as
President and Chief Executive Officer, effective July 15,
2007 and on August 20, 2007, we appointed Mr. Snyder
to be our new President and Chief Executive Officer. During the
interim period, Mr. Schroeder assumed the role of President
and Chief Executive Officer, along with his duties as Chief
Financial Officer. This section includes information regarding
the overall objectives of our compensation programs, the means
by which we make compensation decisions and each element of
compensation that we provide.
The compensation of our named executive officers is composed
principally of a base salary, a cash bonus and equity-based
compensation in the form of stock options. In addition, our
named executive officers are entitled to matching contributions
to our 401(k) plan and certain perquisites.
Compensation decisions are made by the Compensation Committee of
our Board of Directors, with significant input from
Mr. Shuster, the chairman of our Board of Directors, and
from Mr. Snyder for compensation of his direct reports.
Objectives
of Compensation
In general, the objectives of our compensation programs are to:
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attract and retain key personnel by providing total compensation
that is internally equitable and externally competitive;
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motivate key personnel by providing performance-based incentives
to achieve our financial goals and long term business
plans; and
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align managements and shareholders interests by
granting stock options and other equity-linked compensation.
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To achieve these goals, the Compensation Committee implements
and maintains compensation plans that tie a substantial portion
of our named executive officers overall compensation to
productivity and profitability improvement, and thus improved
shareholder value. All of our named executive officers have
entered into employment agreements and their base compensation
is based on the contractual obligations under those agreements.
In addition, the Compensation Committee evaluates compensation
on an ongoing basis and makes adjustments as it believes are
necessary to fairly compensate our executives and to retain
their services.
13
Establishing
Executive Compensation
Role of the Compensation Committee. The
Compensation Committee discharges the Board of Directors
responsibilities relating to compensation matters. Its role is
to review our compensation programs, policies and practices and
to set the compensation for each named executive officer.
The Compensation Committee reviews the performance of each named
executive officer, the financial and other performance of the
Company and considers the appropriate level of compensation for
each named executive officer. The Compensation Committee
considers the total compensation for each named executive
officer as well as the individual elements of their
compensation, including base salary and potential cash bonus
payments, vested and unvested stock options, perquisites and
payments under various termination and change of control
scenarios. In setting compensation, the committees
decisions are informed by the Companys compensation
objectives and by the market for executive talent based on the
committee members personal experience, contacts in the
paper industry, and publicly available information.
In January of each year, the committee determines bonus payments
for the named executive officers based on individual and Company
performance against the targets set in the prior years
bonus program and determines whether any of the discretionary
bonus pool available in the bonus plan should be paid to any of
the named executive officers. At the same time, the Compensation
Committee determines the metrics for the new years bonus
program, based, in part, on input received from the Chief
Executive Officer.
As part of this annual review, the Compensation Committee also
considers the structure of the Companys compensation
arrangements and how well that structure furthers the
Companys compensation objectives. In 2007, the
Compensation Committee decided to restructure the bonus program
to be primarily driven by quantitative performance metrics that
are critical to the Companys success. The outcome of this
years review was the determination that the Company needed
to adjust the bonus metrics associated with paper making
efficiency, and to place greater emphasis on EBITDA as a bonus
metric for the named executive officers. The annual review is
conducted in consultation with Jay Shuster acting as a
compensation consultant. The Companys chief executive
officer participates in the process for setting the compensation
for Mr. Schroeder, and both Mr. Snyder and
Mr. Schroeder have considerable input in determining the
metrics used in the bonus program and in making compensation
decisions for other officers and employees.
Role of Compensation Consultants. The Company
and the Compensation Committee have not historically relied upon
the advice of compensation consultants in determining the
structure of its compensation arrangements or named executive
officer compensation. In 2007, however, the Compensation
Committee engaged the services of our Chairman, Jay Shuster, to
review the compensation package of our officers and to develop
the metrics to be used in our bonus program. We compensated
Mr. Shuster for these services as part of his consulting
arrangement with the Company. Mr. Shuster had industry
expertise, and was interviewed and approved by the Board of
Directors. Our named executive officers work with
Mr. Shuster each year to define the metrics to be used for
the Companys current year bonus program and prepare
recommendations for the Compensation Committee.
Role of the Chief Executive Officer. The Chief
Executive Officer assists the Compensation Committee in reaching
compensation decisions by developing recommended compensation
for the Companys other officers. Our Chief Financial
Officers employment agreement requires that his salary be
reviewed by the Chief Executive Officer on an annual basis. The
Chief Executive Officer may also consult informally with the
Compensation Committee and the Chairman prior to presenting his
recommendations to the Compensation Committee for their review
and discussion to ensure that his recommendations will best
reflect our compensation objectives. The Chief Executive Officer
also prepares recommendations for the metrics of the bonus plan
each year, in consultation with the Chief Financial Officer and
Mr. Shuster, as consultant to the Company.
Role of Employment Agreements. We consider
employment agreements to be an important part of recruiting and
retaining qualified executive officers. All of the named
executive officers have entered into employment agreements with
us. Our employment agreements with the named executive officers
establish the named executive officers initial base
compensation. Employment agreement terms also include severance
and
change-in-control
provisions. The Compensation Committees judgment is that
employment agreements are beneficial for us. These
14
employment agreements are described in further detail under
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS.
Elements
of Compensation
In connection with the acquisition of the Company in March 2004,
we entered into employment agreements with Mr. Sage and
Mr. Schroeder addressing specific compensation arrangements
in order to retain those executive officers. Our employment
agreement with Mr. Snyder was entered into effective
August 20, 2007 in connection with his appointment as
President and Chief Executive Officer. The terms of these
employment agreements were individually developed based on a
number of factors, including the particular executives
position, his scope of duties, his experience, his past
performance, our compensation goals and the market for executive
talent.
Our chief competitors for executive talent are other pulp and
paper industry companies. Based on the knowledge and experience
of Mr. Shuster and the Compensation Committee, we consider
the market for executive talent in our industry and in our
region as a way to improve our ability to attract and retain
talented executive officers. As such, when we consider the
appropriate level of compensation to be externally competitive,
we primarily consider the market for executive talent based upon
the experience of the compensation committee members and
Mr. Shuster and their contacts in the paper industry. We do
not benchmark our overall compensation arrangements, or any of
the individual elements of compensation, against the
compensation arrangements of any other company or group of
companies.
Most of our compensation elements fulfill one or more of our
compensation objectives. The elements of total compensation for
our named executive officers are:
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base compensation;
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cash bonus compensation;
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equity-based compensation;
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401(k) plans; and
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perquisites.
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Base compensation. In general, we provide the
opportunity for our chief executive officer, chief financial
officer and other executive officers to earn a competitive,
annual base salary. We provide this opportunity to attract and
retain a high caliber of talent for the position, and to provide
a base wage that is not subject to the Companys
performance risk. For the named executive officers, the minimum
base salary is established in their employment agreements,
subject to increases at the discretion of the Compensation
Committee. The base salary is established such that it is
competitive for the responsibilities of the position taking into
account our industry and geographic location. Under the terms of
his employment agreement, on each September 1
Mr. Snyders base salary adjusts upward based on
increases to the consumer price index for the Midwest Urban
metropolitan with a population between 50,000 and
1,500,000 people. In addition, the Compensation Committee
reviews base salaries for the Companys executive officers
periodically and makes increases or decreases based on both
Company and individual performance and competitive
considerations.
The following table lists the base compensation set by the
Compensation Committee for each of the named executive officers
in 2006 and 2007, along with the percentage change from year to
year:
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Percentage
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2006
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2007
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Change
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Robert A. Snyder
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$
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250,000
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Keith R. Schroeder
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$
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145,806
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$
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154,800
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6
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%
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Michael P. Sage
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$
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225,000
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$
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225,000
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0
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%
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After a review of the performance of the Company during 2006 and
2007, including financial performance and operational
improvements, no adjustments were made to Mr. Sages
base compensation. Mr. Schroeders base compensation
was adjusted following a review of his performance and
increasing responsibilities following the
15
Companys initial public offering in July 2005.
Mr. Snyders base salary was established using
Mr. Sages base salary and car allowance perquisite,
and on negotiations with Mr. Snyder.
Cash bonus compensation. We have a relatively
short history as a public company. Prior to going public in July
2005, almost all awards were discretionary and not based on
pre-established performance objectives. As part of the process
of going public, we did a limited review of compensation
practices in our industry, based on publicly available industry
information. Based on that review, the Compensation Committee
established a targeted bonus potential range for each executive
position. While the committee established this bonus range, it
did not link bonus awards to achieving specific Company or
individual performance targets. Thus, to determine bonus to be
awarded for 2006, the Compensation Committee reviewed the
Companys and each executives performance for the
year and granted bonus awards based on a qualitative evaluation
of that performance.
In 2007, the Company engaged Jay Shuster to design a new
performance bonus program. Mr. Shuster recommended a more
formalized, formula driven program, including target metrics and
potential bonus ranges based on the elements critical to our
financial results and on his knowledge and experience in the
industry. This program was adopted for 2007 and ensuing years.
Although the new program allows for subjectively based awards,
including awards from a discretionary bonus pool, as well as the
formula driven ones, the committee believes that formula driven
awards provide fairer results for both the employees and the
Companys stockholders. The Company does not anticipate
granting significant subjectively determined bonuses under the
new program. The Companys principal financial metric is
earnings before interest expense, taxes, depreciation, and
amortization (EBITDA). For the manufacturing of parent rolls, we
use an efficiency metric based on tons of paper produced per
day. This represents a change from the paper making efficiency
metric we used in 2007, as discussed in more detail below. For
our converting process, we use an efficiency metric based on
actual output versus rated capacity for our converting machines.
Cash bonuses for named executive officers are determined based
on the Companys performance against predetermined targets
for each of these three metrics for the fiscal year. In
addition, the Compensation Committee may identify additional
operational challenges for the Company and create specific bonus
objectives linked to successfully addressing those challenges.
For certain sales and marketing employees, the Company uses a
sales volume metric to calculate a substantial portion of their
bonus payments.
In 2008, a discretionary bonus pool was added to the program.
The amount of the bonus pool is set each year by the
Compensation Committee, following the receipt of a recommended
amount from the Chief Executive Officer, the Chief Financial
Officer and Mr. Shuster, as consultant. For 2008, the
amount available in the discretionary bonus pool is $50,000. The
discretionary bonus pool allows the Company to award both named
executive officers and other employees for specific performance
not named in the performance metrics of the formula-driven bonus
plan.
Late in the Companys fiscal year, the Compensation
Committee begins working with our executive officers to
establish performance goals for the next year. The bonus program
is designed to provide additional compensation to those
individuals whose performance has helped the Company meet or
exceed its annual performance targets. In general, the program
is designed such that those who can most affect the
Companys performance have the largest portion of their
total potential compensation at risk.
Our objective is to provide clear incentives to achieve the
Companys goals for the next year and to position the
Company to achieve higher levels of financial performance for
future years. Accordingly, it is the expectation of the
Compensation Committee that the Company should earn a minimum
EBITDA level, and improve its productivity so that it achieves
its goal of being a low cost producer of tissue products.
Productivity improvements are expected in both paper and
converting production. The range of target metrics and
percentage payouts that correspond to the target metric range
are established each year to provide a graduated payout scale.
For 2008, Executive officers are first eligible to receive bonus
payments when current year performance exceeds the prior
years performance in the relevant operating metrics. We
target a bonus payment of 60% of the maximum bonus available,
which represents the achievement of the operating metrics used
in our annual budget. As a result, our executive officers have
significant financial incentive to exceed our budget.
For 2007, the compensation committee originally set the
performance at which executive officers were first eligible to
receive bonus payments at a level above the Companys
actual performance in 2006. These minimum targets reflected the
committees expectations for improvement in each of EBITDA,
papermaking efficiency and
16
converting efficiency. Bonus levels increased on a graduated
scale from these fixed minimums, with a target bonus based upon
budget projections equal to 50% of the maximum payment. In the
middle of 2007, in connection with the retirement of the
Companys Chief Executive Officer, the Compensation
Committee reviewed the bonus scale and determined to adjust it
downward. The Companys performance to that point in the
year suggested that the original minimum bonus levels were
unattainable, due to the unexpected rise in the price of waste
paper and the disruption to management caused by the retirement
of the Companys Chief Executive Officer. The minimum
EBITDA and efficiency targets were adjusted downward. The new
minimum targets still required improved performance over 2006.
In order to provide incentives for the executive officers to
achieve improvements in Company performance, and because of the
unusual events hindering the achievement of the original
targets, the committee believed that it was in the best interest
of the Company to have attainable bonus targets.
The Companys chief financial officer certifies the
accuracy and consistency of the bonus calculation and presents
the calculations to the Compensation Committee in January of
each year and at other times as requested by the Compensation
Committee.
The following table summarizes the bonus payments made to each
of our named executive officers for 2006 and 2007 and the
targeted bonus payments for 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
Targeted
|
|
|
Percentage
|
|
|
|
2006
|
|
|
2007
|
|
|
Change
|
|
|
2008
|
|
|
Change
|
|
|
Robert A. Snyder
|
|
|
|
|
|
$
|
150,000
|
(1)
|
|
|
|
|
|
$
|
150,000
|
|
|
|
0
|
%
|
Keith R. Schroeder
|
|
$
|
58,000
|
|
|
$
|
60,000
|
|
|
|
3.4
|
%
|
|
$
|
93,000
|
|
|
|
55
|
%
|
Michael P. Sage
|
|
$
|
135,000
|
|
|
$
|
0
|
(2)
|
|
|
(100
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Snyder was paid a bonus of $54,650 in 2007,
representing $150,000 multiplied by the number of days
Mr. Snyder was employed by us during 2007
(133) divided by 365. The $150,000 bonus target was a
market-based negotiation in order to attract Mr. Snyder. |
|
(2) |
|
Mr. Sage retired from the Company in July 2007 and
consequently was not entitled to receive a bonus, regardless of
the Companys performance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert A. Snyder
|
|
|
|
|
|
|
|
|
|
|
|
|
Targeted
|
|
Metric
|
|
2007 Bonus
|
|
|
2007 Payment
|
|
|
2008 Bonus
|
|
|
2008 Payment
|
|
|
EBITDA
|
|
|
|
|
|
|
|
|
|
|
80
|
%
|
|
$
|
120,000
|
|
Converting Efficiency
|
|
|
|
|
|
|
|
|
|
|
10
|
%
|
|
$
|
15,000
|
|
Paper Making Efficiency
|
|
|
|
|
|
|
|
|
|
|
10
|
%
|
|
$
|
15,000
|
|
Maximum Bonus
|
|
|
|
|
|
$
|
54,650
|
(1)
|
|
|
100
|
%
|
|
$
|
150,000
|
|
|
|
|
(1) |
|
Mr. Snyders bonus payment in 2007 was guaranteed
under the terms of his employment agreement. His bonus
represents a pro rata portion of an annual bonus of $150,000. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keith R. Schroeder
|
|
|
|
|
|
|
|
|
|
|
|
|
Targeted
|
|
Metric
|
|
2007 Bonus
|
|
|
2007 Payment
|
|
|
2008 Bonus
|
|
|
2008 Payment
|
|
|
EBITDA
|
|
|
50
|
%
|
|
$
|
30,960
|
|
|
|
80
|
%
|
|
$
|
74,400
|
|
Converting Efficiency
|
|
|
20
|
%
|
|
$
|
0
|
|
|
|
10
|
%
|
|
$
|
9,300
|
|
Paper Making Efficiency
|
|
|
20
|
%
|
|
$
|
0
|
|
|
|
10
|
%
|
|
$
|
9,300
|
|
Refinancing
|
|
|
10
|
%
|
|
$
|
15,480
|
|
|
|
|
|
|
|
|
|
Discretionary
|
|
|
N/A
|
|
|
$
|
13,560
|
|
|
|
|
|
|
|
|
|
Maximum Bonus
|
|
|
100
|
%
|
|
$
|
60,000
|
|
|
|
100
|
%
|
|
$
|
93,000
|
|
In 2007, we awarded Mr. Schroeders bonus based on the
Companys EBITDA as described for Mr. Snyder. The
committee also based his bonus on his ability to refinance the
Companys credit facility. In addition, Mr. Schroeder
was also paid a discretionary bonus in respect of his extra
workload and leadership required during his service as Interim
President and Chief Executive Officer from July 15, 2007 to
August 20, 2007. The
17
Compensation Committee determined to include this subjective
criteria because it felt that this task was a critical
operational objective for the year. The committee determined
that Mr. Schroeder had delivered a very competitive
re-financing package for the Company. The Company did not meet
the minimum levels of efficiency in either paper making or
converting and Mr. Schroeder did not receive a bonus for
either metric.
For 2008, the Compensation Committee decided to place greater
emphasis on EBITDA because it believes that Mr. Schroeder,
as the chief financial officer, should focus primarily on the
Companys key financial metric and should be encouraged to
consider all means for improving EBITDA, including converting
efficiency and paper making efficiency as well as other
operational and financial means for improving overall financial
results.
|
|
|
|
|
|
|
|
|
|
|
Michael P. Sage
|
|
Metric
|
|
2007 Bonus
|
|
|
2007 Payment
|
|
|
EBITDA
|
|
|
50
|
%
|
|
|
0
|
%
|
Converting Efficiency
|
|
|
25
|
%
|
|
|
0
|
%
|
Paper Making Efficiency
|
|
|
25
|
%
|
|
|
0
|
%
|
Maximum Bonus
|
|
|
100
|
%
|
|
|
0
|
%
|
Mr. Sage retired from the Company in July 2007 and
consequently was not entitled to receive a bonus, regardless of
the Companys performance.
The following table shows the Companys performance targets
for EBITDA and the corresponding percentage of the bonus award
tied to such metric that is payable if we meet such target:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
2007
|
|
|
|
2008
|
|
|
Goals
|
|
Bonus
|
|
Goals
|
|
Bonus(1)
|
|
<$
|
9,000,000
|
|
|
|
0
|
%
|
|
<$
|
8,600,000
|
|
|
|
0
|
%
|
|
9,000,000
|
|
|
|
20
|
%
|
|
|
9,700,000
|
|
|
|
20
|
%
|
|
9,900,000
|
|
|
|
30
|
%
|
|
|
10,600,000
|
|
|
|
30
|
%
|
|
10,800,000
|
|
|
|
40
|
%
|
|
|
11,500,000
|
|
|
|
40
|
%
|
|
11,800,000
|
|
|
|
50
|
%
|
|
|
12,500,000
|
|
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
14,255,000
|
|
|
|
60
|
%
|
|
12,700,000
|
|
|
|
65
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,750,000
|
|
|
|
70
|
%
|
|
13,600,000
|
|
|
|
80
|
%
|
|
|
15,250,000
|
|
|
|
80
|
%
|
|
|
|
|
|
|
|
|
|
15,750,000
|
|
|
|
90
|
%
|
|
14,500,000
|
|
|
|
100
|
%
|
|
|
16,250,000
|
|
|
|
100
|
%
|
|
|
|
(1) |
|
For EBITDA between $8,600,000 and $9,700,000, bonus percentages
are on a graduated scale from 0% to 20%. For EBITDA above
$9,700,000, bonus percentages are fixed at the numbers indicated
until the next bonus threshold is achieved. |
The established target range is intended to provide our named
executive officers the opportunity to earn substantial bonuses
beyond the targeted bonus level if the Company achieves levels
of EBITDA beyond the targeted level, thereby providing
incentives to maximize the Companys financial performance.
The EBITDA bonus goals for 2008 have been established using the
actual results from 2007 as a base.
The performance targets for papermaking efficiency for both 2007
and 2008 are designed to reward our named executive officers if
the Company achieves levels of papermaking efficiencies beyond
the prior years performance. In 2007, papermaking
efficiency was measured as the actual operating hours of our
paper machines as a percentage of their maximum annual operating
hours. In 2008, we will measure papermaking efficiency based on
the daily average tons of paper we produce. Based on our annual
budgets, we set the target bonus for 2007 at 50% and the target
bonus for 2008 at 60% and we expect that the Company will
achieve the budget objectives. By setting the target bonus at
these levels, the named executive officers have incentives to
outperform the target levels. Achievement of the target bonus
for 2008 will require an improvement of 9% in papermaking
efficiency over
18
2007 levels. The threshold for the maximum bonus is
approximately 13% above the threshold for the minimum bonus, and
approximately 3% above the threshold for the target bonus.
The performance targets for converting efficiency for both 2007
and 2008 are designed to reward our named executive officers if
the Company achieves levels of converting efficiency beyond the
prior years performance. In both years, converting
efficiency is measured as the actual production of our
converting machines as a percentage of their rated capacity, on
an annual basis. Based on our annual budgets, we set the target
bonus for 2007 at 50% and the target bonus for 2008 at 60% and
we expect that the Company will achieve the budget objectives.
As with papermaking efficiency, we expect that setting the
target bonus at these levels provides the named executive
officer with incentives to outperform the target levels.
Achievement of the target bonus for 2008 will require an
improvement of 20% in converting efficiency over 2007 levels.
The threshold for the maximum bonus is approximately 24% above
the threshold for the minimum bonus, and approximately 5% above
the threshold for the target bonus.
Equity-based compensation. Orchids Stock
Incentive Plans purpose is to provide the Company with a
means to assist in recruiting, retaining, and rewarding certain
employees, directors, and consultants and to motivate such
individuals to exert their best efforts on behalf of the Company
by providing incentives through the granting of awards. By
granting awards to such individuals, the Company expects that
the interests of the recipients will be better aligned with
those of the Company.
The Companys Compensation Committee is the administrator
of the Stock Incentive Plan. Subject to the express provisions
of the plan, the committee has plenary authority, in its
discretion, to determine the individuals to whom, and the time
or times which, awards shall be granted and the number of
shares, if applicable, to be subject to each award. In making
such determinations, the committee may take into account the
nature of services rendered by the respective individuals, as
well as their present and potential contributions to the
Companys success.
Stock option awards can be made at the commencement of
employment. Additionally, grants can be made following a
significant change in job responsibilities or to meet other
special retention objectives. The Compensation Committee reviews
and approves stock option awards to executive officers based
upon a number of factors, including the number of shares vesting
for each named executive officer in each year and the amount of
equity held by each named executive officer in the aggregate,
its assessment of individual performance, and retention
considerations. Periodic stock option awards are made at the
discretion of the Compensation Committee to eligible employees
and, in appropriate circumstances, the Compensation Committee
considers the recommendations of members of management.
The following table shows the vested equity for each named
executive officer as of December 31, 2006, the number of
shares vesting each year until the option is fully vested and
the aggregate number of shares subject to the outstanding option
grants:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
|
Vested
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Shares
|
|
|
Robert R. Snyder
|
|
|
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
225,000
|
|
Keith R. Schroeder
|
|
|
57,000
|
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
|
|
|
|
|
|
|
|
142,500
|
|
Michael P. Sage(1)
|
|
|
93,000
|
|
|
|
46,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139,500
|
|
|
|
|
(1) |
|
Mr. Sage retired in July 2007, and exercised in full his
vested options on October 5, 2007. All of his unvested
options terminated upon his retirement. |
Mr. Snyders option shares were awarded upon his
commencement of service to the Company and were based on the
number of shares granted to our previous President and Chief
Executive Officer.
401(k) plans. We have three 401(k) retirement
saving plans. One covers all non-union employees, one covers the
Companys union employees in the paper mill, and one covers
the Companys union employees in the converting facility.
Our executives officers are covered by the non-union plan. The
Company may make matching or additional contributions to the
plan, to be determined annually by the Compensation Committee,
for the benefit of
19
all participants. In recent years the Companys policy has
been to make a matching contribution of 75% of a salaried
employees deferrals up to 8% of wages paid, which
deferrals are limited by the IRS prescribed maximum.
Perquisites. We offer a very limited array of
perquisites to our named executive officers. All salaried
employees of the Company receive a term life insurance benefit
of one years base salary while employed by the Company, as
well as short-term and long-term disability insurance coverage.
The Company believes that these certain limited perquisites are
an important element of compensation for attracting and
retaining high caliber executive officers, but that perquisites
are not the most effective means of achieving the Companys
compensation objectives.
In addition to these perquisites, we agreed to provide certain
benefits associated with Mr. Snyders relocation to
Tulsa. These include reimbursing Mr. Snyder for the closing
costs associated with selling his residence in Memphis, the
closing costs associated with buying a residence in Tulsa,
actual moving expenses associated with moving to Tulsa as well
as an additional moving allowance of $23,500 upon completing the
move, and a gross up payment to cover taxes associated with
these expense reimbursements and allowances. Further, we are
reimbursing Mr. Snyder for the cost of reasonable temporary
living in an apartment in Tulsa and of reasonable travel between
Tulsa and Memphis to visit his family. In 2007, these
perquisites totaled $17,003. The Compensation Committee believed
that offering such benefits to Mr. Snyder was necessary to
induce him to accept the chief executive officer position with
us.
Severance, change in control, and other post-employment
payments. The Companys named executive
officers have severance and change in control provisions as part
of their employment agreements. The purpose of these provisions
is to aid in retention and recruitment. In addition, by
providing for change of control payments, we are able to
encourage continued attention and dedication to assigned duties
during periods involving a possible change in control of the
Company and protect the earned benefits of the officer against
adverse changes resulting from a change in control. The level of
payments provided under these provisions is consistent with what
the Compensation Committee views as common industry practices.
These arrangements are described in greater detail in the
section of the proxy captioned EXECUTIVE COMPENSATION -
Potential Payments Upon Termination or Change in Control.
20
EXECUTIVE
COMPENSATION
The following table sets forth certain information concerning
the compensation of the Companys Chief Executive Officer,
the Chief Financial Officer and each of the Companys three
most highly compensated executive officers whose aggregate cash
compensation exceeded $100,000 during the year ended
December 31, 2007. In 2007, the Chief Executive Officer and
the Chief Financial Officer were the Companys only
executive officers. We refer to these persons as the named
executive officers elsewhere in this proxy statement.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Option Awards(1)
|
|
Compensation
|
|
Total
|
|
Robert A. Snyder(2)
|
|
|
2007
|
|
|
$
|
91,346
|
|
|
$
|
|
|
|
$
|
192,783
|
|
|
$
|
17,003
|
(3)
|
|
$
|
301,132
|
|
President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael P. Sage(4)
|
|
|
2007
|
|
|
$
|
121,875
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
99,209
|
(5)
|
|
$
|
221,084
|
|
Former Chief Executive
|
|
|
2006
|
|
|
$
|
225,000
|
|
|
$
|
135,000
|
|
|
$
|
|
|
|
$
|
43,484
|
(5)
|
|
$
|
403,484
|
|
Officer and President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keith R. Schroeder
|
|
|
2007
|
|
|
$
|
152,385
|
|
|
$
|
58,000
|
|
|
$
|
68,134
|
|
|
$
|
11,625
|
(6)
|
|
$
|
290,144
|
|
Chief Financial Officer
|
|
|
2006
|
|
|
$
|
145,806
|
|
|
$
|
70,000
|
|
|
$
|
68,134
|
|
|
$
|
11,250
|
(6)
|
|
$
|
295,190
|
|
|
|
|
(1) |
|
The amounts in this column represent the dollar amount
recognized for financial statement reporting purposes with
respect to fiscal 2007 for the fair value of stock options
granted to each named executive officer in fiscal 2007, as well
as prior fiscal years, in accordance with SFAS 123(R). Pursuant
to SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. The
amounts in this column reflect our accounting expense for these
awards and do not correspond to the actual value that will be
recognized by each named executive officer. For the relevant
assumptions used in determining the fair value of stock option
awards, refer to Stock Option Expense in Note 1
to the Consolidated Financial Statements included in our Annual
Report on
Form 10-K
filed with the SEC on March 18, 2008. |
|
(2) |
|
Mr. Snyder joined the Company on August 20, 2007. |
|
(3) |
|
Consists of personal travel and temporary housing allowance. |
|
(4) |
|
Mr. Sage retired from the Company on July 15, 2007. |
|
(5) |
|
Consists of car allowance paid to named executive, matching
Company contributions to the Companys 401(k) plan and
payments in lieu of vacation. Payment in lieu of vacation
totaled $74,964 in 2007. |
|
(6) |
|
Consists of matching Company contributions to the Companys
401(k) plan. |
Stock
Option Grants in 2007
The following table sets forth certain information concerning
stock option grants to our Chief Executive Officer during the
year ended December 31, 2007. None of the other executive
officers received stock option grants during the year ended
December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
No. of Securities
|
|
Total Options
|
|
|
|
|
|
|
|
|
Underlying
|
|
Granted to
|
|
Exercise
|
|
|
|
|
|
|
Options
|
|
Employees
|
|
Price
|
|
Expiration
|
|
Grant Date
|
Name
|
|
Granted (#)
|
|
in 2007
|
|
per Share
|
|
Date
|
|
Value(1)
|
|
Robert A. Snyder
|
|
|
225,000
|
|
|
|
94
|
%
|
|
$
|
6.81
|
|
|
|
8/20/2017
|
|
|
$
|
707,000
|
|
|
|
|
(1) |
|
Grant Date Values were estimated at the date of grant of the
options using the Black-Scholes option valuation model with the
following assumptions: risk-free interest rate of 4.63%,
volatility factor of the expected market price of the
Companys common stock of 40%, no dividend yield on the
Companys Common Stock, and weighted average expected life
of the options of six years. The Black-Scholes option valuation
model was developed for use in estimating the fair value of
traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected
stock price volatility. |
21
As more fully discussed beginning at page 30, the
Companys Stock Incentive Plan provides for grants of stock
options, stock appreciation rights, performance-based awards, as
well as other stock based awards and cash based awards. With
respect to executive officers and directors, the Company makes
equity awards under the Stock Incentive Plan to encourage them
to focus on long-term Company performance.
Outstanding
Equity Awards at Fiscal Year-End
The following table sets forth information on the current
holdings of stock options by the named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Awards
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price
|
|
|
Expiration
|
|
Name
|
|
(#)(1)
|
|
|
(#)(1)
|
|
|
($)
|
|
|
Date(2)
|
|
|
Robert A. Snyder
|
|
|
45,000
|
|
|
|
180,000
|
|
|
$
|
6.81
|
|
|
|
August 20, 2017
|
|
Keith R. Schroeder
|
|
|
85,500
|
|
|
|
57,000
|
|
|
$
|
5.33
|
|
|
|
April 14, 2015
|
|
Michael P. Sage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Options vest and become exercisable in increments of 20% each on
the date of grant and the anniversary thereof over the next four
years. The Companys former Chief Executive Officer and
President, Michael P. Sage exercised his vested options on
October 4, 2007. His remaining, unvested options expired.
The table below provides the grant date for each outstanding
equity award at the end of fiscal 2007 and the respective
vesting schedule: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Vesting Period
|
|
|
Grant
|
|
Options
|
|
Prior to
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
Date
|
|
Granted
|
|
2007
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
Robert A. Snyder
|
|
|
August 20, 2007
|
|
|
|
225,000
|
|
|
|
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
|
|
Keith R. Schroeder
|
|
|
April 14, 2005
|
|
|
|
142,500
|
|
|
|
57,000
|
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
The expiration date of each option occurs ten years after the
date of grant of each option. |
Option
Exercises in Last Fiscal Year
The following table sets forth option exercises by the named
executive officers during the fiscal year ended
December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Number of
|
|
|
|
|
Shares
|
|
Value
|
Name
|
|
Acquired on Exercise (#)
|
|
Realized on Exercise ($)
|
|
Michael P. Sage(1)
|
|
|
139,500
|
|
|
$
|
360,000
|
|
|
|
|
(1) |
|
The Companys former Chief Executive Officer and President
exercised his vested options on October 4, 2007 by
tendering cash and 51,198 shares of common stock as payment
for the exercise. His remaining, unvested options expired. |
Potential
Payments Upon Termination or Change in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
Due to Death
|
|
|
|
|
|
by Employee
|
|
|
|
|
Termination
|
|
Disability,
|
|
Termination
|
|
Termination
|
|
After
|
|
Termination
|
|
|
with
|
|
Injury
|
|
Upon Change
|
|
without
|
|
Material
|
|
by
|
Name
|
|
Cause
|
|
or Illness
|
|
in Control(1)
|
|
Cause
|
|
Change
|
|
Employee
|
|
Robert A. Snyder
|
|
|
|
|
|
|
|
|
|
$
|
693,000
|
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
|
|
|
Keith R. Schroeder
|
|
|
|
|
|
|
|
|
|
$
|
480,500
|
(2)
|
|
|
154,800
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The payments upon a change in control include the value of the
executives unvested stock options which would vest upon
such an event. The value of such options in this column
represent the dollar amount recognized for financial statement
reporting purposes with respect to fiscal 2007 for the fair
value of stock options granted to |
22
|
|
|
|
|
each named executive officer in fiscal 2007, as well as prior
fiscal years, in accordance with SFAS 123(R). Pursuant to
SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. The
amounts in this column reflect our accounting expense for these
awards and do not correspond to the actual value that will be
realized by each named executive officer. For the relevant
assumptions used in determining the fair value of stock option
awards, refer to Stock Option Expense in Note 1
to the Consolidated Financial Statements included in our Annual
Report on
Form 10-K
filed with the SEC on March 18, 2008. |
|
(2) |
|
Upon termination without cause, including upon a change in
control, Mr. Schroeder is entitled to the lesser of one
years salary or the remaining salary he would have
received had he remained employed through the end of the term of
his employment agreement. In either case, he is also entitled to
a pro rata portion of his bonus. |
The Company has agreed, in their respective employment
agreements, to provide the Companys president and chief
executive officer and the Companys chief financial officer
with certain payments in connection with their severance from
employment. These employment agreements were designed to provide
a competitive compensation package to the named executive
officers, encourage continued attention and dedication to
assigned duties during periods involving a possible change in
control of the Company and to protect the earned benefits of the
officer against adverse changes resulting from a change in
control. Severance payments would not be made in the event the
named executive officer is terminated for cause. Cause is
defined in the Companys employment agreements as:
|
|
|
|
|
the employee engages in acts of personal dishonesty or fraud
involving the Company;
|
|
|
|
the employee breaches their contractual agreement; or
|
|
|
|
the employee fails to perform the responsibilities of his
position with the Company, or fails or refuses to perform the
duties assigned to him in accordance with his contract.
|
If either executive is terminated for cause, no severance is
provided. If an executive is terminated without cause, severance
is equal to one years salary with regard to the chief
executive officer, and is the lesser of one years salary
or the remaining term of his contract with regard to the chief
financial officer. In addition, the chief financial officer is
entitled to a pro rata portion of his bonus if he is terminated
without cause.
The chief financial officers employment agreement also
provides that, upon termination for cause or by voluntarily
terminating his employment with us, the Company may elect to
repurchase shares of the Companys stock held by him at the
greater of $2.43 per share (subject to adjustment for stock
splits, stock dividends, and other stock recapitalizations
affecting us) or its fair market value.
In the event of a change in control, all stock options under the
Stock Incentive Plan vest immediately. Change in control is
defined in the Companys 2005 Stock Incentive Plan to mean:
(i) the purchase or other acquisition (other than from the
Company) by any person, entity or group of persons, within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act
of 1934 (excluding, for this purpose, the Company or its
subsidiaries or any employee benefit plan of the Company or its
subsidiaries), of beneficial ownership (within the meaning of
Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of
20% or more of either the then-outstanding shares of common
stock of the Company or the combined voting power of the
Companys then-outstanding voting securities entitled to
vote generally in the election of directors; or
(ii) individuals who, as of the date of the plan,
constitute the Board (the Incumbent Board) cease for
any reason to constitute at least a majority of the Board,
provided that any person who becomes a director subsequent to
the date hereof whose election, or nomination for election by
the Companys stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent
Board (other than an individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the election of directors of the Company, as
such terms are used in
Rule 14a-11
of Regulation 14A promulgated under the Securities Exchange
Act of 1934) shall be, for purposes of this section,
considered as though such person were a member of the Incumbent
Board; or
(iii) approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case with
respect to which persons who were the stockholders of the
Company immediately prior to such
23
reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of, respectively, the common stock
and the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated
corporations then-outstanding voting securities, or of a
liquidation or dissolution of the Company or of the sale of all
or substantially all of the assets of the Company.
Mr. Sage retired from the Company on July 15, 2007 as
our Chief Executive Officer and President. Mr. Sage
received payment of $74,964 for accrued vacation, but did not
receive any other payments upon his retirement.
DIRECTORS
COMPENSATION
The Companys non-employee directors are paid an annual fee
of $20,000; the Companys chairman receives an annual fee
of $50,000 because of the additional responsibilities and time
commitment of the position. The chairman of the Audit Committee
receives an additional fee of $10,000, and the chairman of the
Compensation Committee and the Nominating and Corporate
Governance Committee each receive an additional fee of $5,000.
The Company reimburses members of the Board of Directors for
travel expenditures related to their services to the Company.
The committee believes directors incentives should be to
improve the long-term value of the Company and promote
stockholder returns. Accordingly, they are also compensated with
awards under the Stock Incentive Plan. It has been the
Companys practice to award options covering
3,750 shares of Common Stock upon a new non-employee
directors election to the Board of Directors. The Company
also awarded options covering 3,750 shares of stock in
connection with the ongoing non-employee members of the
boards re-election at the 2006 and 2007 annual meetings of
Stockholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or Paid
|
|
|
|
|
|
All Other
|
|
|
|
|
Name
|
|
Year
|
|
|
in Cash ($)
|
|
|
Option Awards ($)(1)
|
|
|
Compensation ($)
|
|
|
Total
|
|
|
Gary P. Arnold
|
|
|
2007
|
|
|
$
|
20,000
|
(2)
|
|
$
|
8,000
|
(3)
|
|
|
|
|
|
$
|
28,000
|
|
|
|
|
2006
|
|
|
$
|
20,000
|
(2)
|
|
$
|
16,000
|
(3)
|
|
|
|
|
|
$
|
36,000
|
|
Steven R. Berlin
|
|
|
2007
|
|
|
$
|
22,500
|
(4)
|
|
$
|
8,000
|
(5)
|
|
|
|
|
|
$
|
30,500
|
|
|
|
|
2006
|
|
|
$
|
20,000
|
(4)
|
|
$
|
28,000
|
(5)
|
|
|
|
|
|
$
|
48,000
|
|
John C. Guttilla
|
|
|
2007
|
|
|
$
|
25,000
|
(6)
|
|
$
|
8,000
|
(7)
|
|
|
|
|
|
$
|
33,000
|
|
|
|
|
2006
|
|
|
$
|
20,000
|
(6)
|
|
$
|
16,000
|
(7)
|
|
|
|
|
|
$
|
36,000
|
|
Douglas E. Hailey
|
|
|
2007
|
|
|
$
|
35,000
|
(8)
|
|
$
|
8,000
|
(9)
|
|
|
|
|
|
$
|
43,000
|
|
|
|
|
2006
|
|
|
$
|
50,000
|
(8)
|
|
|
|
|
|
|
|
|
|
$
|
50,000
|
|
Jeffrey S. Schoen
|
|
|
2007
|
|
|
$
|
22,500
|
(10)
|
|
$
|
22,000
|
(11)
|
|
|
|
|
|
$
|
44,500
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay Shuster
|
|
|
2007
|
|
|
$
|
35,000
|
(12)
|
|
$
|
22,000
|
(13)
|
|
$
|
70,000
|
(14)
|
|
$
|
127,000
|
|
|
|
|
2006
|
|
|
|
|
|
|
$
|
13,000
|
(13)
|
|
|
|
|
|
$
|
13,000
|
|
|
|
|
(1) |
|
The amounts in this column represent the dollar amount
recognized for financial statement reporting purposes with
respect to fiscal 2007 for the fair value of stock options
granted to each named executive officer in fiscal 2007, as well
as prior fiscal years, in accordance with SFAS 123(R).
Pursuant to SEC rules, the amounts shown exclude the impact of
estimated forfeitures related to service-based vesting
conditions. The amounts in this column reflect our accounting
expense for these awards and do not correspond to the actual
value that will be realized by each named executive officer. For
the relevant assumptions used in determining the fair value of
stock option awards, refer to Stock Option Expense
in Note 1 to the Consolidated Financial Statements included
in our Annual Report on
Form 10-K
filed with the SEC on March 18, 2008. |
|
(2) |
|
Mr. Arnolds fees were earned for his service as a
non-employee director. |
|
(3) |
|
Mr. Arnold holds a total of 11,250 option shares under the
Stock Incentive Plan, 3,750 of which were granted in each of
2007 and 2006, respectively. |
|
(4) |
|
Mr. Berlins fees were earned for his service as a
non-employee director ($20,000 in each of 2006 and
2007) and as chairman of the nominating and corporate
governance committee ($2,500 in 2007). |
|
(5) |
|
Mr. Berlin holds a total of 11,250 option shares under the
Stock Incentive Plan, of which 3,750 were granted in 2007 and
7,500 were granted in 2006. |
24
|
|
|
(6) |
|
Mr. Guttillas fees were earned for his service as a
non-employee director ($20,000 in each of 2006 and
2007) and as chairman of the audit committee ($5,000 in
2007). |
|
(7) |
|
Mr. Guttilla holds a total of 11,250 option shares under
the Stock Incentive Plan, 3,750 of which were granted in 2007
and 2006, respectively. |
|
(8) |
|
Mr. Haileys fees were earned for his service as
Chairman of the Board ($50,000 in 2006 and $25,000 in
2007) and for his service as a non-employee director
($10,000 in 2007). |
|
(9) |
|
Mr. Hailey holds a total of 3,750 option shares under the
Stock Incentive Plan, all of which were granted in 2007. In
addition he holds 45,000 shares pursuant to underwriter
warrants that were issued in 2005. |
|
(10) |
|
Mr. Schoens fees were earned for his service as a
non-employee director ($20,000 in 2007) and as chairman of
the compensation committee ($2,500 in 2007). |
|
(11) |
|
Mr. Schoen holds a total of 7,500 option shares under the
Stock Incentive Plan, all of which were granted in 2007. |
|
(12) |
|
Mr. Shusters fees were earned for his service as
chairman of the board of directors ($25,000 in 2007) and as
a non-employee director ($3,500 in 2007). |
|
(13) |
|
Mr. Shuster holds a total of 13,750 option shares under the
Stock Incentive Plan, of which 10,000 were granted in 2007 and
3,750 were granted in 2006. |
|
(14) |
|
Includes $70,000 in fees in connection with
Mr. Shusters consulting arrangement with the Company. |
Limitation
of Liability and Indemnification
The Companys amended and restated certificate of
incorporation provides that we may indemnify the Companys
directors, officers, employees and other agents, to the fullest
extent permitted by the General Corporation Law of the State of
Delaware. The Company maintains a directors and
officers liability insurance policy that insures such
persons against the costs of defense, settlement or payment of a
judgment under certain circumstances. We believe that these
indemnification and liability provisions are essential to
attracting and retaining qualified persons as officers and
directors.
In addition, the Companys amended and restated certificate
of incorporation limits the personal liability of the
Companys directors to the Company and its stockholders for
monetary damages to the fullest extent permissible under the
General Corporation Law of the State of Delaware. This provision
in the Companys amended and restated certificate of
incorporation does not eliminate a directors duty of care,
and, in appropriate circumstances, equitable remedies such as an
injunction or other forms of non-monetary relief remain
available. Each director will continue to be subject to
liability for any breach of the directors duty of loyalty
to us, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for acts or
omissions that the director believes to be contrary to the best
interests of the Company or its stockholders, for any
transaction from which the director derived an improper personal
benefit, for improper transactions between the director and the
Company, and for improper distributions to stockholders and
loans to directors and officers. This provision also does not
affect a directors responsibilities under any other laws,
such as the federal securities laws or state or federal
environmental laws.
The Company has entered into separate indemnification agreements
with each of the Companys directors and officers which are
broader than the specific indemnification provision contained in
the Delaware General Corporation Law. Under these agreements,
the Company is required to indemnify them against all expenses,
judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any actual, or any
threatened, proceeding if any of them may be made a party
because he or she is or was one of the Companys directors
or officers. The Company is obligated to pay these amounts only
if the officer or director acted in good faith and in a manner
that he or she reasonably believed to be in or not opposed to
the Companys best interests. With respect to any criminal
proceeding, the Company is obligated to pay these amounts only
if the officer or director had no reasonable cause to believe
that his or her conduct was unlawful. The indemnification
agreements also set forth procedures that will apply in the
event of a claim for indemnification under such agreements.
25
Employee
Benefit Plans
Stock Incentive Plan. The Companys Stock
Incentive Plan was adopted by the Companys Board of
Directors and approved by the stockholders in April 2005. The
plan provides for the granting of incentive stock options to
employees and for the granting of non-qualified stock options,
stock appreciation rights and other cash or stock-based awards
to employees, directors and consultants selected by the
Companys Compensation Committee. For further discussion
regarding the Companys Stock Incentive Plan, see
Description of the Plan, beginning on page 30.
401(k) Plan. The Company established three
401(k) retirement savings plans in 1998. One plan covers all
salaried employees, one covers the Companys union
employees in the paper mill and one covers the Companys
union employees in the converting facility. Each of the
Companys participating employees may contribute to the
401(k) plan, through payroll deductions, not less than 1% nor
more than 25% of his or her compensation. The Company may make
matching or additional contributions to the 401(k) plan in
amounts to be determined annually by the Companys Board of
Directors in the case of the Companys 401(k) plan for
salaried employees, and by the respective union contracts in the
case of the 401(k) plans for union employees. Employees may
elect to invest their contributions in various established
mutual funds. All amounts contributed by employee participants
are fully vested at all times. Under the two union plans,
employer matching contributions are fully vested at all times.
Under the salaried employees plan, the employer matching
contributions vest ratably over the first four years of
employment. For the years ended December 31, 2005, 2006 and
2007, administrative expenses paid to the third-party provider
related to the 401(k) plans were $18,000, $19,000 and $15,000,
respectively.
AGREEMENTS
WITH NAMED EXECUTIVE OFFICERS
The Company has employment agreements with Robert Snyder, the
Companys President and Chief Executive Officer, and Keith
R. Schroeder, the Companys Chief Financial Officer.
Mr. Snyders agreement has an initial term ending on
December 31, 2011 and is automatically renewed for one-year
terms thereafter unless terminated by either party upon
60 days notice prior to the end of the then-current term.
The agreement may be terminated by us prior to the end of the
term upon Mr. Snyders death, disability or for cause
(as defined in the agreement). As compensation for his services,
Mr. Snyder receives an annual base salary of $250,000,
subject to annual adjustments to reflect any increase from the
previous year in the applicable Consumer Price Index.
Mr. Snyders current base salary is $250,000.
Mr. Snyder is entitled to an annual bonus targeted at 60%
of his annual salary. Mr. Snyder is entitled to a severance
payment of one years salary if the Company terminates him
without cause or if he terminates his employment for good
reason, and no severance payment if he is terminated for cause
or if he terminates his employment other than for good reason.
If the Company terminates Mr. Snyder without cause of if he
terminates his employment for good reason within the twelve
(12) months following a change of control, he is entitled
to a severance payment of two (2) years salary.
Mr. Schroeders agreement has a term of five years
from March 2004. The agreement may be terminated by us prior to
the end of the term upon Mr. Schroeders death,
disability or for cause (as defined in the agreement). As
compensation for his services, Mr. Schroeder receives a
minimum annual base salary of $135,000, subject to adjustment by
the President and Chief Executive Officer.
Mr. Schroeders current base salary is $154,800.
Mr. Schroeder is entitled to an annual bonus as determined
by the Companys Chief Executive Officer with the advice
and consent of the Companys Compensation Committee.
Mr. Schroeders agreement also provides that, upon
termination for cause or Mr. Schroeder voluntarily
terminating his employment with us, the Company may elect to
repurchase shares of the Companys stock held by
Mr. Schroeder at the greater of $2.43 per share (subject to
adjustment for stock splits, stock dividends and other stock
recapitalizations affecting us) or its fair market value.
26
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Since the beginning of 2007, there has not been, nor is there
currently planned, any transaction or series of similar
transactions to which the Company was or is a party in which the
amount involved exceeds $120,000 and in which any director,
executive officer or holder of more than 5% of the
Companys common stock or any member of such persons
immediate families had or will have a direct or indirect
material interest other than agreements which are described
under the caption AGREEMENTS WITH NAMED EXECUTIVE
OFFICERS and the transactions described below.
Management
Services Agreement
In March 2004, the Company entered into a management services
agreement with Weatherly Group, LLC and Taglich Brothers, Inc.,
the underwriter in the July 2005 initial public offering. Under
this agreement, these parties agreed to provide advisory and
management services to us in consideration of an annual
management fee of $325,000, payable monthly, and additional fees
based on a formula if the Company engages in certain major
transactions. In April 2005, the management services agreement
was amended and restated to reduce the annual management fee to
$125,000, payable monthly, in consideration of a lump sum
payment of $150,000 and the completion of the July 2005 initial
public offering. During 2007, the Company paid a management fee
of $20,833 under this agreement of which $10,000 was paid to
Taglich Brothers, Inc. Mr. Hailey is a member of the
Companys Board of Directors and is a Managing Director of
the Investment Banking Division of Taglich Brothers, Inc.
Michael Taglich and Robert Taglich are both principals of
Taglich Brothers, Inc. and own 7.3% and 6.8%, respectively, of
the outstanding common stock of the Company. This agreement was
terminated by Orchids effective March 2, 2007.
Indemnification
and Employment Agreements
As permitted by the Delaware General Corporation Law, we have
adopted provisions in the Companys amended and restated
certificate of incorporation and bylaws that authorize and
require us to indemnify the Companys officers and
directors to the full extent permitted under Delaware law,
subject to limited exceptions. The Companys amended and
restated bylaws provide that the Company will indemnify the
Companys directors and officers, and may indemnify the
Companys employees and other agents, to the fullest extent
permitted by the General Corporation Law of the State of
Delaware. The Company currently has a directors and
officers liability insurance policy that insures such
persons against the costs of defense, settlement or payment of a
judgment under certain circumstances. We believe that these
indemnification and liability provisions are essential to
attracting and retaining qualified persons as officers and
directors. The Company has also entered into employment
agreements with the Companys named executive officers. See
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS.
The Company has entered into indemnification agreements with the
Companys directors and executive officers. Under these
agreements, the Company is required to indemnify them against
all expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any actual,
or any threatened, proceeding if any of them may be made a party
because he or she is or was one of the Companys directors
or officers. The Company is obligated to pay these amounts only
if the officer or director acted in good faith and in a manner
that he or she reasonably believed to be in or not opposed to
the Companys best interests. With respect to any criminal
proceeding, the Company is obligated to pay these amounts only
if the officer or director had no reasonable cause to believe
that his or her conduct was unlawful. The indemnification
agreements also set forth procedures that will apply in the
event of a claim for indemnification under such agreements.
In addition, the Companys amended and restated certificate
of incorporation limits the personal liability of the
Companys directors to the Company and its stockholders for
monetary damages to the fullest extent permissible under the
General Corporation Law of the State of Delaware. This provision
in the Companys amended and restated certificate of
incorporation does not eliminate a directors duty of care,
and, in appropriate circumstances, equitable remedies such as an
injunction or other forms of non-monetary relief would remain
available. Each director will continue to be subject to
liability for any breach of the directors duty of loyalty
to us, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for acts or
omissions that the director believes to be contrary to the best
interests of the Company or the Companys stockholders, for
any
27
transaction from which the director derived an improper personal
benefit, for improper transactions between the director and the
Company, and for improper distributions to stockholders and
loans to directors and officers. This provision also does not
affect a directors responsibilities under any other laws,
such as the federal securities laws or state or federal
environmental laws.
Underwriters
Warrants
In connection with the Companys initial public offering,
the Company issued warrants to Taglich Brothers, Inc., which
acted as the underwriter, and its affiliates to purchase up to
225,000 shares of the Companys Common Stock. Douglas
E. Hailey, a member of the Companys Board of Directors and
the Vice President of the Investment Banking Division of Taglich
Brothers, Inc., was issued a warrant to purchase up to
45,000 shares of the Companys Common Stock. The
warrants are exercisable during the four-year period ending on
July 14, 2010 at a price per share equal to $6.40 and allow
for cashless exercise. The warrants provide for registration
rights, including a one-time demand registration right and
unlimited piggyback registration rights, and customary
antidilution provisions for stock dividends, splits and
recapitalization.
PROPOSAL II.
REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Tullius Taylor Sartain & Sartain LLP
served as the Companys independent registered public
accounting firm for the year ended December 31, 2007. The
Audit Committee of the Board of Directors has appointed Tullius
Taylor Sartain & Sartain LLP to act in that capacity
for the year ending December 31, 2008. A representative of
Tullius Taylor Sartain & Sartain LLP is expected to be
present at the annual meeting with the opportunity to make a
statement if he or she desires to do so and to be available to
respond to appropriate questions from stockholders.
Although the Company is not required to submit this appointment
to a vote of the stockholders, the Audit Committee of the Board
of Directors continues to believe it appropriate as a matter of
policy to request that the stockholders ratify the appointment
of Tullius Taylor Sartain & Sartain LLP as independent
registered public accounting firm. If the stockholders do not
ratify the appointment, the Audit Committee will investigate the
reasons for stockholder rejection and consider whether to retain
Tullius Taylor Sartain & Sartain LLP or appoint
another independent registered public accounting firm. Even if
the appointment is ratified, the Audit Committee in its
discretion may direct the appointment of a different independent
registered public accounting firm at any time during the year if
it determines that such a change would be in the best interests
of the Company and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE RATIFICATION OF TULLIUS TAYLOR
SARTAIN & SARTAIN LLP AS THE COMPANYS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2008.
Fees Paid
to Independent Registered Public Accounting Firm
Audit Fees. The aggregate fees for
professional services rendered by Tullius Taylor
Sartain & Sartain LLP for the audit of the
Companys financial statements included in the
Companys annual report on
Form 10-K
for the year ended December 31, 2007, for the internal
control audit required by Section 404 of the Sarbanes-Oxley
Act of 2002 and for the review of the Companys financial
statements included in the Companys quarterly reports on
Form 10-Q
for the quarters ended March 31, 2007, June 30, 2007
and September 30, 2007 were approximately $156,000. Of this
total, fees attributable to the internal control audit amounted
to $66,000 for the year ended December 31, 2007. Comparable
fees for the 2006 audit and three quarterly reviews amounted to
$89,000. Comparable fees for the 2005 audit and two quarterly
reviews amounted to $86,000. In addition, the Company incurred
fees of $138,000 in connection with the initial public offering
in July 2005.
Audit-Related Fees. The aggregate fees billed
for audit-related services rendered by Tullius Taylor
Sartain & Sartain LLP were approximately $8,500,
$8,500 and $12,000 in 2007, 2006 and 2005, respectively. These
fees primarily relate to audits of the Companys defined
contribution pension plans in each year as well as Audit
Committee and other technical consultations in 2005.
28
Tax Fees. The aggregate fees paid to Tullius
Taylor Sartain & Sartain LLP for tax compliance and
tax consulting amounted to approximately $15,000, $10,000 and
$7,000 in 2007, 2006 and 2005.
All Other Fees. There were no other fees paid
to, or services rendered by, Tullius Taylor Sartain &
Sartain LLP in 2007, 2006 and 2005.
The following table sets forth fees paid to Tullius Taylor
Sartain & Sartain LLP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
|
Audit-Related Fees
|
|
|
Tax Fees
|
|
|
All Other Fees
|
|
|
2005
|
|
$
|
224,000
|
|
|
$
|
12,000
|
|
|
$
|
7,000
|
|
|
|
|
|
2006
|
|
$
|
90,000
|
|
|
$
|
8,500
|
|
|
$
|
10,000
|
|
|
|
|
|
2007
|
|
$
|
156,000
|
|
|
$
|
8,500
|
|
|
$
|
15,000
|
|
|
|
|
|
Policy
Regarding Pre-Approval of Services Provided by the Independent
Registered Public Accounting Firm
The Audit Committee Charter requires the committees
pre-approval of all services, both audit and permitted
non-audit, to be performed for the Company by the independent
registered public accounting firm.
Prior to engagement of the independent registered public
accounting firm for the next years audit, management will
submit a schedule of all proposed services expected to be
rendered during that year for each of four categories of
services to the Audit Committee for approval. The Audit
Committee pre-approves these services by category of service. In
determining whether proposed services are permissible, the
committee considers whether the provision of such services is
compatible with maintaining auditor independence. As part of its
consideration of proposed services, the committee may
(i) consult with management as part of the decision making
process, but may not delegate this authority to management, and
(ii) delegate, from time to time, its authority to
pre-approve such services to one or more committee members,
provided that any such approvals are presented to the full
committee at the next scheduled Audit Committee meeting.
The fees are budgeted and the Audit Committee requires the
independent registered public accounting firm and management to
report actual fees versus the budget periodically by category of
service. During the year, circumstances may arise when it may
become necessary to engage the independent registered public
accounting firm for additional services not contemplated in the
original pre-approval. In those instances, the Audit Committee
requires specific pre-approval before engaging the independent
registered public accounting firm.
The percentage of hours expended on the principal
accountants engagement to audit the Companys
financial statements for the fiscal year ended December 31,
2007 that were attributable to work performed by persons other
than the principal accountants full-time, permanent
employees was less than 50%.
PROPOSAL III.
The Orchids Paper Products Company Stock Incentive Plan
(the Plan) presently states that 697,500 shares
of our common stock have been allocated to, and will be reserved
to satisfy awards under, the Plan. On February 6, 2008 our
Board of Directors approved an amendment to the Plan to increase
the number of shares allocated to the Plan by
200,000 shares from 697,500 shares to
897,500 shares of common stock. As of March 31, 2008,
awards to purchase 460,000 shares were outstanding, and
98,000 shares remain available for future awards under the
Plan, or approximately 14% of the shares originally reserved.
Our Board of Directors and the Compensation Committee believe
that the granting of awards under the Plan better aligns the
interests of the recipients with our interests. The Plan was
established to provide the Company with a means to assist in
recruiting, retaining and rewarding certain employees, directors
and consultants and to motivate such individuals to exert their
best efforts on our behalf by providing incentives through the
granting of awards. Our Board of Directors and the Compensation
Committee of our Board of Directors believe that increasing the
shares allocated to the Plan by 200,000 is in the best interests
of the Company and our shareholders because it will permit us to
attract and retain key employees by providing them with
appropriate equity incentives.
29
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE APPROVAL OF THE AMENDMENT TO THE
COMPANYS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES THAT MAY BE ISSUED UNDER THE PLAN FROM 697,500 TO
897,500.
The proposed amendment will not become effective unless
stockholder approval of this proposal is obtained. Approval will
require the affirmative vote of a majority of the shares voted.
Description
of the Plan
The following is a summary of the Plan. This summary is
qualified in its entirety by reference to the complete text of
the Plan. You are urged to read the actual text of the Plan in
its entirety which has been previously filed as
exhibit 10.2 to our Registration Statement on Form S-1
(File
No. 333-124173)
dated April 19, 2005. The previously filed Plan reflects
the authorized shares prior to our
three-for-two
stock split on July 7, 2006.
Purpose. The purpose of the Plan is to provide
us with a means to assist in recruiting, retaining and rewarding
certain employees, directors and consultants and to motivate
such individuals to exert their best efforts on our behalf by
providing incentives through the granting of awards. By granting
awards to such individuals, we expect that the interests of the
recipients will be better aligned with our interests.
Stock Subject to the Plan. Currently a total
of 697,500 shares of common stock may be issued under the
Plan, subject to adjustments. The Company may use shares held in
treasury in lieu of authorized but unissued shares. If any award
expires or terminates, the shares subject to such award shall
again be available for purposes of the Plan. Any shares used by
the participant as payment to satisfy a purchase price related
to an award, and any shares withheld by the Company to satisfy
an applicable tax-withholding obligation, shall again be
available for purposes of the Plan.
Administration of the Plan. The Plan is
administered by the Compensation Committee, all of the members
of which are independent as required by law. The Compensation
Committee has sole discretion over determining individuals
eligible to participate in the Plan and the time or times at
which awards will be granted and the number of shares, if
applicable, which will be granted under an award. Subject to
certain limitations, the Compensation Committees power and
authority includes, but is not limited to, the ability to
interpret the plan, to establish rules and regulations for
carrying out the plan and to amend or rescind any rules
previously established, to determine the terms and provisions of
the award agreements and to make all other determinations
necessary or advisable for the administration of the plan.
Eligible Persons. Any of our employees and
directors, as well as consultants to us, who are selected by the
Compensation Committee are eligible to receive awards. The
Compensation Committee will consider such factors as it deems
pertinent in selecting participants and in determining the type
and amount of their respective awards, provided that incentive
stock options may only be granted to employees.
Grant of Awards. The types of awards that may
be granted under the Plan are stock options (either incentive
stock options or non-qualified stock options), stock
appreciation rights, performance-based awards, as well as other
stock-based awards and cash-based awards. Awards are evidenced
by an agreement and an award recipient has no rights as a
stockholder with respect to any securities covered by an award
until the date the recipient becomes a holder of record of the
Companys common stock.
On the date of the grant, the exercise price must equal at least
100% of the fair market value in the case of incentive stock
options, or 110% of the fair market value with respect to
optionees who own at least 10% of the total combined voting
power of all classes of stock. The fair market value is
determined by computing the arithmetic mean of the high and low
stock prices on a given determination date. The exercise price
on the date of grant is determined by the Compensation Committee
in the case of non-qualified stock options.
Stock appreciation rights granted under the plan are subject to
the same terms and restrictions as the option grants and may be
granted independent of, or in connection with, the grant of
options. The Compensation Committee determines the exercise
price of stock appreciation rights. A stock appreciation right
granted independent of an option entitles the participant to
payment in an amount equal to the excess of the fair market
value of a share of the Companys common stock on the
exercise date over the exercise price per share, times the
number of
30
stock appreciation rights exercised. A stock appreciation right
granted in connection with an option entitles the participant to
surrender an unexercised option and to receive in exchange an
amount equal to the excess of the fair market value of a share
of the Companys common stock over the exercise price per
share for the option, times the number of shares covered by the
option which is surrendered. Fair market value is determined in
the same manner as it is determined for options.
The Compensation Committee may also grant awards of stock,
restricted stock and other awards valued in whole or in part by
reference to the fair market value of the Companys common
stock. These stock-based awards, in the discretion of the
Compensation Committee, may be, among other things, subject to
completion of a specified period of service, the occurrence of
an event or the attainment of performance objectives.
Additionally, the Compensation Committee may grant awards of
cash, in values to be determined by the Compensation Committee.
If any awards are in excess of $1,000,000 such that
Section 162(m) of the Internal Revenue Code applies, the
committee may, in its discretion, alter its compensation
practices to ensure that compensation deductions are permitted.
Awards granted under the plan are generally not transferable by
the participant except by will or the laws of descent and
distribution, and each award is exercisable, during the lifetime
of the participant, only by the participant or his or her
guardian or legal representative, unless permitted by the
committee.
Awards Granted. As of March 31, 2008, we
have granted options to purchase 599,500 shares and
98,000 shares remain available for future awards under the
Plan, or approximately 14% of the 697,500 total shares
originally reserved. The table below sets forth the number of
shares subject to awards which have been granted through
March 31, 2008 to (i) our named executive officers,
(ii) our named executive officers as a group,
(iii) all current directors who are not named executive
officers, and (iv) all employees, including officers who
are not named executive officers, as a group:
|
|
|
|
|
|
|
Number of
|
|
Award Recipients
|
|
Shares Awarded
|
|
|
Named executive officers:
|
|
|
|
|
Keith R. Schroeder
|
|
|
142,500
|
|
Robert A. Snyder
|
|
|
225,000
|
|
Executive Officers As a Group
|
|
|
367,500
|
|
All other employees, as a group:
|
|
|
30,000
|
|
Current Directors who are not Named Executive Officers:
|
|
|
|
|
Gary P. Arnold
|
|
|
11,250
|
|
Steven R. Berlin
|
|
|
11,250
|
|
John C. Guttilla
|
|
|
11,250
|
|
Douglas E. Hailey
|
|
|
3,750
|
|
Jeffrey S. Schoen
|
|
|
7,500
|
|
Jay Shuster
|
|
|
13,750
|
|
Total
|
|
|
456,250
|
|
Options granted under the plan will vest as provided by the
Compensation Committee at the time of the grant. The
Compensation Committee may provide for accelerated vesting or
termination in exchange for cash of any outstanding awards or
the issuance of substitute awards upon consummation of a change
in control, as defined in the plan. The currently outstanding
employee options vest 20% on the date of grant and then ratably
at 20% per year over the following four years. Options granted
to members of the Board of Directors vested upon grant.
Amendment. The plan may be amended, altered,
suspended or terminated by the administrator at any time. The
Company may not alter the rights and obligations under any award
granted before amendment of the plan without the consent of the
affected participant. Unless terminated sooner, the plan will
terminate automatically in April 2015.
31
Federal
Income Tax Consequences of Awards
The following is a summary of the U.S. federal income tax
consequences that generally will arise with respect to awards
granted under the plan and with respect to the sale of common
stock acquired under the plan. The federal tax laws may change
and the federal, state and local tax consequences for any
participant will depend upon his or her individual
circumstances. The tax consequences for any particular
individual may be different.
Incentive Stock Options. Some options may
constitute incentive stock options within the
meaning of Section 422 of the Code. If we grant an
incentive stock option, the recipient is not required to
recognize income upon the grant of the incentive stock option,
and we will not be allowed to take a deduction. Similarly, when
a recipient exercises any incentive stock options, provided he
or she has not ceased to be an employee of the Company and all
affiliates for more than three months before the date of
exercise, such employee will not be required to recognize
income, and we will not be allowed to take a deduction. For
purposes of the alternative minimum tax, however, the amount by
which the aggregate fair market value of common stock acquired
on exercise of an incentive stock option exceeds the exercise
price of that option generally will be an adjustment included in
alternative minimum taxable income for the year in which the
incentive stock option is exercised. The Code imposes an
alternative minimum tax on a taxpayer whose tentative minimum
tax, as defined in Section 55(b) (1) of the Code,
exceeds the taxpayers regular tax.
Additional tax consequences will depend upon how long the
recipient holds the shares of common stock received after
exercising the incentive stock options. If the shares are held
for more than two years from the date of grant and one year from
the date of exercise of the option, upon disposition of the
shares, any gain upon the subsequent sale of the common stock
will be taxed as a long-term capital gain or loss. If the
recipient disposes of shares acquired upon exercise of an
incentive stock option which shares were held for two years or
less from the date of grant or one year or less from the date of
exercise (Disqualifying Disposition), the recipient
generally will recognize ordinary income in the year of the
disposition.
To the extent that a recipient recognizes ordinary income, we
are allowed to take a deduction. In addition, a recipient must
recognize as short-term or long-term capital gain, depending on
whether the holding period for the shares exceeds one year, any
amount that is realized upon disposition of those shares which
exceeds the fair market value of those shares on the date of
exercise of the option.
Non-Qualified Stock Options. If a recipient
receives a non-qualified stock option, he or she will not
recognize income at the time of the grant of the stock option,
nor will we be entitled to a deduction. However, such person
will recognize ordinary income upon the exercise of the
non-qualified stock option. The amount of ordinary income
recognized equals the difference between (a) the fair
market value of the stock on the date of exercise and
(b) the amount paid for the stock. We will be entitled to a
deduction in the same amount. The ordinary income recognized
will be subject to applicable tax withholding by us. When the
shares are sold, any difference between the sales price and the
basis (i.e., the amount paid for the stock plus the ordinary
income recognized) will be treated as a capital gain or loss,
depending on the holding period of the shares.
Performance-Based Awards/Stock Appreciation
Rights. An award recipient generally will not
recognize taxable income upon the grant of performance-based
awards or stock appreciation rights. Instead, such person will
recognize as ordinary income, and we will have as a
corresponding deduction, any cash delivered and the fair market
value of any common stock delivered in payment of an amount due
under the performance award or stock appreciation right. The
ordinary income recognized will be subject to applicable tax
withholding.
Upon selling any common stock received by a recipient in payment
of an amount due under a performance award or stock appreciation
right, such recipient generally will recognize a capital gain or
loss in an amount equal to the difference between the sale price
of the common stock and the tax basis in the common stock,
depending on the holding period for the shares.
Other Stock-Based Awards and Cash-Based
Awards. The tax consequences associated with any
other stock-based award or cash-based award granted under the
Plan will vary depending on the specific terms of the award,
including whether the award has a readily ascertainable fair
market value, whether or not the award is subject to forfeiture
provisions or restrictions on transfer, the nature of the
property under the award, the applicable holding period and the
recipients tax basis.
32
Income Tax Rates on Capital Gain and Ordinary
Income. Under current tax law, short-term capital
gain and ordinary income will be taxable at a maximum federal
rate of 35%. Phaseouts of personal exemptions and reductions of
allowable itemized deductions at higher levels of income may
result in slightly higher effective tax rates. Ordinary
compensation income generally will also be subject to the
Medicare tax and, under certain circumstances, a social security
tax. On the other hand, the relevant long-term capital gain will
be taxable at a maximum federal rate of 15%.
Effect of Section 162(m) of the
Code. Pursuant to Section 162(m) of the
Code, we may not deduct compensation of more than $1,000,000
that is paid in a taxable year to an individual who, on the last
day of the taxable year, is our chief executive officer or among
one of our four other highest compensated officers for that
year. The deduction limit, however, does not apply to certain
types of compensation, including qualified performance-based
compensation. Compensation attributable to incentive stock
options and non-qualified stock options granted under the Plan
could be treated as qualified performance-based compensation and
therefore not be subject to the deduction limit. In addition,
the Compensation Committee may structure certain
performance-based awards utilizing the performance criteria set
forth in the Plan so that payments under such awards may
likewise be treated as qualified performance-based compensation.
Use of
New Plan Benefits
The future benefits or amounts that would be received under the
Plan by executive officers and other employees are discretionary
and are therefore not determinable at this time. It is
anticipated that the 200,000 additional shares would be granted
to executive officers, employees and directors consistent with
past practice. This has included awards to executive officers
and to directors upon their appointments to such positions, as
well as annual awards to directors.
STOCKHOLDER
PROPOSALS
The Companys amended and restated bylaws provide that
stockholders seeking to bring business before an annual meeting
of stockholders, or to nominate candidates for election as
directors at an annual meeting of stockholders, must provide
timely notice in writing. To be timely, a stockholders
notice must be delivered to or mailed and received at the
Companys principal executive offices not more than
120 days or less than 90 days before the anniversary
date of the immediately preceding annual meeting of
stockholders, or between January 20, 2009 and
February 21, 2009 in the case of the 2009 annual meeting.
However, if no annual meeting was held in the previous year or
if the annual meeting is called for a date that is not within
30 days before or after the anniversary date, notice by the
stockholder must be received before the close of business on the
10th day after the date on which notice of the date of the
annual meeting was mailed to stockholders or made public,
whichever first occurs. The Companys amended and restated
bylaws specify the requirements for the form and content of a
stockholders notice. These provisions may preclude
stockholders from bringing matters before an annual meeting of
stockholders or from making nominations for directors at an
annual meeting of stockholders.
Stockholder proposals intended to be presented at the 2009
annual meeting must be received at the Companys principal
executive office no later than February 20, 2009, in order
to be included in the Companys proxy statement and proxy
relating to that meeting. The Company will determine whether to
include such proposal in accordance with regulations governing
the solicitation of proxies.
CODE OF
ETHICS
The Company has a Business Conduct Policy (Code of
Ethics) that applies to all of its directors, officers,
and employees, including its senior financial officers. A copy
of the Code of Ethics is available in the Corporate Governance
section of the Companys website, which can be accessed
from the homepage at
http://www.orchidspaper.com
by selecting Investor Relations followed by
Corporate Governance. We will post any amendments to
the Code of Ethics in the same section of the Companys
website.
33
OTHER
MATTERS
Management intends to bring before the meeting only the matters
specifically described above and knows of no other matters to
come before the meeting. If any other matters or motions
properly come before the meeting, it is the intention of the
persons named in the accompanying proxy to vote such proxy in
accordance with the recommendation of management on such matters
or motions, including any matters dealing with the conduct of
the meeting.
SOLICITATION
OF PROXIES
The Company will bear the cost of the solicitation of proxies
for the meeting. The Company are requesting that brokerage
houses, banks, custodians, nominees and fiduciaries forward the
proxy material to beneficial owners and their reasonable
expenses of forwarding will be reimbursed by us. Solicitation
will be made by mail and also may be made personally or by
telephone, facsimile or other means by the Companys
officers, directors and employees, without special compensation
for the solicitation.
By Order of the Board of Directors
Keith R. Schroeder
Chief Financial Officer and Secretary
April 18, 2008
34
REVOCABLE PROXY ORCHIDS PAPER PRODUCTS COMPANY ANNUAL MEETING OF STOCKHOLDERS MAY 20, 2008 This
Proxy is solicited on behalf of the Board of Directors of Orchids Paper Products Company The
undersigned stockholder(s), revoking all prior proxies, hereby appoint(s) Robert A. Snyder and
Keith R. Schroeder, or either of them, the true and lawful attorneys-in-fact, agents and as proxies
for the undersigned, with full power of substitution, to act and to vote all of the common stock of
Orchids Paper Products Company that the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders to be held at the Ambassador Hotel located at 1324 South Main
Street, Tulsa, Oklahoma 74119 on Tuesday, May 20, 2008, at 9:00 a.m., or at any adjournment or
adjournments thereof. The proxies are directed to vote as instructed on the matters set forth on
this card and all other matters at their discretion which may properly come before the meeting. The
matters listed on the reverse side were proposed by the Company. The undersigned acknowledges that
he/she has received a copy of the Notice of Annual Meeting of Stockholders and Proxy Statement.
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR
PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PREPAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. (Continued and to be signed on the reverse side.) 14475 |
ANNUAL MEETING OF STOCKHOLDERS OF ORCHIDS PAPER PRODUCTS COMPANY May 20, 2008 Please date, sign and
mail your proxy card in the envelope provided as soon as possible. Please detach along perforated
line and mail in the envelope provided. 20730300000000001000 8 052008 PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR
AGAINST ABSTAIN 1. ELECTION OF DIRECTORS: To elect as directors for one-year terms 2. RATIFICATION
OF INDEPENDENT REGISTERED PUBLIC expiring at the Companys next annual meeting. ACCOUNTING FIRM: To
ratify Tullius Taylor Sartain & Sartain NOMINEES: LLP as the Companys independent registered
public accounting FOR ALL NOMINEES O Gary P. Arnold firm for 2008. O Steven R. Berlin O John C.
Guttilla 3. AMENDMENT OF THE STOCK INCENTIVE PLAN: To amend WITHHOLD AUTHORITY FOR ALL NOMINEES O
Douglas E. Hailey the Companys Stock Incentive Plan to increase the number of O Jeffrey S. Schoen
shares that may be issued under the plan from 697,500 to FOR ALL EXCEPT O Jay Shuster 897,500. (See
instructions below) O Robert A. Snyder 4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting. THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS
MADE BUT THE PROXY IS SIGNED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR
LISTED, FOR THE INSTRUCTIONS:To withhold authority to vote for any individual nominee(s), mark FOR
ALL EXCEPT RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING and fill in the circle
next to each nominee you wish to withhold, as shown here: FIRM, FOR THE AMENDMENT OF THE STOCK
INCENTIVE PLAN, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. MARK X HERE IF YOU PLAN TO
ATTEND THE MEETING. To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method. Signature of Stockholder Date:
Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this
Proxy. When shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by authorized person. |