UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K/A
(Amendment
No. 1)
|
|
|
(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the Fiscal Year Ended
December 31, 2007
|
or
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the Transition Period
from
to
|
Commission File Number: 001-33210
Transforma Acquisition Group
Inc.
(Exact name of registrant as
specified in its charter)
|
|
|
Delaware
|
|
20-5389307
|
(State or Other Jurisdiction
of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
350 Park Avenue, 10th Floor
New York, NY
|
|
10022
(Zip Code)
|
(Address of Principal Executive
Offices)
|
|
|
Registrants telephone number, including area code:
(646) 521-7805
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
|
Units
|
|
American Stock Exchange
|
Common Stock, par value $0.0001 per share
|
|
American Stock Exchange
|
Warrants
|
|
American Stock Exchange
|
Securities registered pursuant to Section 12(g) of the
Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
o
No
þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
o
No
þ
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes
þ
No
o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K.
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated
filer
o
|
|
Accelerated
filer
þ
|
|
Non-accelerated
filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting
company
o
|
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes
þ
No
o
As of June 30, 2007, the last business day of the
registrants most recently completed second fiscal quarter,
the aggregate market value of the registrants units,
common stock and warrants held by non-affiliates of the
registrant was $108,786,684.
Number of shares of common stock outstanding as of
April 15, 2008: 15,624,997.
Explanatory
Note
Transforma Acquisition Group Inc. is filing this Amendment
No. 1 to its Annual Report on
Form 10-K
(Amended Report) to amend our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 filed with the
Securities and Exchange Commission on March 13, 2008 (
Original Report). The Amended Report is being filed
solely to add required disclosure to Items 10, 11, 12, 13
and 14 of Part III of our Original Report, which are
amended and restated in their entirety as contained in this
Amended Report. This Amended Report does not affect any other
items in the Original Report.
Except as otherwise expressly stated for the items amended in
this Amended Report, this Amended Report continues to speak as
of the date of the Original Report and we have not updated the
disclosure contained herein to reflect events that have occurred
since the filing of the Original Report. Accordingly, this
Amended Report should be read in conjunction with our other
filings made with the Securities and Exchange Commission
subsequent to the filing of the Original Report.
All references to the Company, we,
us or our shall mean Transforma
Acquisition Group Inc.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
2
|
|
|
|
Directors, Executive Officers and Corporate Governance
|
|
|
2
|
|
|
|
Executive Compensation
|
|
|
6
|
|
|
|
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
|
|
7
|
|
|
|
Certain Relationships and Related Transactions, and Director
Independence
|
|
|
8
|
|
|
|
Principal Accounting Fees and Services
|
|
|
8
|
|
|
|
|
9
|
|
|
|
Exhibits, Financial Statement Schedules
|
|
|
9
|
|
|
|
|
10
|
|
|
|
|
|
|
EXHIBIT 31.3
|
EXHIBIT 31.4
|
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
DIRECTORS
AND EXECUTIVE OFFICERS
Set forth below is certain information regarding our directors
and executive officers as of April 15, 2008.
DIRECTORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Name
|
|
Age
|
|
Position
|
|
Since
|
|
Gordon E. Eubanks, Jr.
|
|
|
61
|
|
|
Chairman of the Board
|
|
|
2006
|
|
Daniel L. Burstein(1)(2)
|
|
|
54
|
|
|
Director
|
|
|
2006
|
|
Dale Kutnick(1)(2)
|
|
|
58
|
|
|
Director
|
|
|
2006
|
|
Larry J. Lenhart
|
|
|
44
|
|
|
President, Chief Executive Officer and Director
|
|
|
2006
|
|
Samuel L. Schwerin(1)
|
|
|
35
|
|
|
Director
|
|
|
2006
|
|
John Sculley(2)
|
|
|
69
|
|
|
Director
|
|
|
2006
|
|
EXECUTIVE
OFFICERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
Name
|
|
Age
|
|
Position
|
|
Since
|
|
Gordon E. Eubanks, Jr.
|
|
|
61
|
|
|
Chairman of the Board
|
|
|
2006
|
|
Larry J. Lenhart
|
|
|
44
|
|
|
President, Chief Executive Officer and Director
|
|
|
2006
|
|
Jonathan A. Lambert
|
|
|
44
|
|
|
Treasurer and Secretary
|
|
|
2006
|
|
|
|
|
(1)
|
|
Member of the Audit Committee
|
|
(2)
|
|
Member of the Nominating Committee
|
Business
Experience
Gordon E. Eubanks, Jr.
serves as our Chairman of the
Board. From October 2006 to November 2006, Mr. Eubanks
served as acting Chief Executive Officer, and, since October
2006, has served as a director, of Asempra Technologies, a
private software company. From 2005 until 2006, Mr. Eubanks
served as Chairman of the Board of Preventsys, an enterprise
security software company, which was sold in June 2006. Since
June 2006, Mr. Eubanks has been managing personal
investments and working as an advisor to a number of private
companies. Previously, from April 1999 to March 2005,
Mr. Eubanks served as President and Chief Executive Officer
of Oblix, Inc., a provider of enterprise identity management
solutions that was acquired by Oracle (ORCL) in 2005. From 1984
to 1999, Mr. Eubanks served as President and Chief
Executive Officer of Symantec Corporation (SYMC), an
international technology firm focused on protecting information
and computer systems. In addition to Asempra, Mr. Eubanks
serves on the board of directors of Concur Technologies, Inc.
(CNQR), a software company that provides expense reporting and
travel and meeting management solutions; GuardId Systems, Inc.,
a private developer of authentication systems to protect
consumers against online identity theft; and Oakley Networks, a
software company. Mr. Eubanks is also a member of the
Oklahoma State University Engineering School Hall of Fame, is on
the board of the Naval Post-Graduate School, and is a former
officer in the Navy Nuclear Powered Submarine Force.
Mr. Eubanks earned a Masters in Computer Science at the
Naval Post Graduate School and a Bachelor of Science from
Oklahoma State University.
Daniel L. Burstein
serves as a Director. In 2004, along
with Mr. Schwerin, Mr. Burstein co-founded Millennium
Technology Value Partners, L.P., a $130 million
value-oriented private equity fund. He currently serves as a
Managing Partner of that fund. In 2000, Mr. Burstein
founded Millennium Technology Ventures, L.P., an early-stage
venture capital fund, for which he continues to serve as a
Managing Partner. From 1997 to 1999,
2
Mr. Burstein served as Chief Investment Officer for PS
Capital Holdings, L.P., and PS Capital Ventures, L.P., venture
capital funds focused on early stage companies that were
building backbone infrastructure for the Internet. From 1989 to
2000, Mr. Burstein served as Senior Advisor at The
Blackstone Group, one of Wall Streets leading private
equity and investment banking firms. Mr. Burstein serves on
the board of directors of Applied Minds, Inc., a private company
conducting research and development on a wide variety of
technologies. Over the course of his career, Mr. Burstein
has served as a consultant to leading global companies including
Sony Corporation (SNE), Toyota Motor Corporation (TM), Microsoft
Corporation (MSFT), and Sun Microsystems, Inc. (JAVA). He is the
author of twelve books, including several on global economics
and the impact of new technology. Mr. Burstein is also the
founder and Managing Member of Squibnocket Partners LLC, a
media, publishing and content company, which has published five
books and co-produced three documentary films since it was
launched in 2003.
Dale Kutnick
serves as a Director. Since April 2005,
Mr. Kutnick has served as Senior Vice President and
Director of Research at Gartner, Inc., an information technology
advisory and consulting company, where his responsibilities
include quality control of research deliverables, new forms of
content, client interaction, and improving client support. In
1989, Mr. Kutnick co-founded META Group, Inc., an
information technology advisory and consulting company, and
served as META Groups President and Chief Executive
Officer from 1989 to 2003, its Chairman of the Board from 1995
until April 2005, and its Research Director, from 1989 to 2003
and again from October 2004 until March 2005. META Group was
sold to Gartner, Inc. in April 2005. Previously, from March 1986
to June 1988, Mr. Kutnick served as Executive Vice
President, Research, at Gartner, and as Executive Vice President
at Gartner Securities. From January 1978 to March 1985,
Mr. Kutnick served as Executive Director and Research
Director at Yankee Group, a technology research and consulting
firm, and from January 1984 to March 1985, Mr. Kutnick
served as a Principal at Battery Ventures, a venture capital
firm. Mr. Kutnick serves on the board of directors of
Broadpoint Securities Group, Inc. (BPSG), an independent
investment bank. Mr. Kutnick is a graduate of Yale
University.
Larry J. Lenhart
serves as our President and Chief
Executive Officer and as a Director. Mr. Lenhart is
Executive-in-Residence
at Mohr Davidow Ventures, a leading venture capital firm, and is
currently the interim CEO of Catilin, Inc., a biodiesel company.
Mr. Lenhart has been with Mohr Davidow Ventures since March
2006. From 2004 to 2005, Mr. Lenhart served as President,
Chief Executive Officer and a director of Requisite Technology,
Inc., a master data management software company where he led a
turnaround resulting in an acquisition by ClickCommerce (CKCM).
From 2002 to 2003, Mr. Lenhart served as President, Chief
Executive Officer and a director of Contivo, Inc., a data
integration enterprise software firm. Previously, from 2000 to
2002, Mr. Lenhart served as President, Chief Executive
Officer and a director of CAT Technology Inc. During his tenure,
CAT Technology migrated from a hardware and software reseller to
a full service internet infrastructure management company, which
in 2001 was recognized by the San Jose Business
Journal as the second fastest growing company in Silicon
Valley. From 1998 to 2000, Mr. Lenhart served as a Managing
Partner at Deloitte Consulting where he led the high technology
consulting practice. From 1997 to 1998, Mr. Lenhart served
as the Vice President of Operations for Cadis, Inc., a web-based
procurement software company that was subsequently acquired by
Aspect Development. From 1996 to 1997, Mr. Lenhart served
as a Principal at A.T. Kearney, a management consulting firm,
and from 1991 to 1996, Mr. Lenhart served in several
positions focused on strategy and operations, including
Consultant, Manager, and Principal, at Gemini Consulting (now
Capgemini) (CGEMY), a public company traded on the Paris Bourse
offering consulting, outsourcing, technology, and local
professional services. Mr. Lenhart earned his Master of
Business Administration from The Darden Business School at The
University of Virginia and his Bachelor of Arts from Emory and
Henry College, where he serves on the Board of Trustees.
Samuel L. Schwerin
serves as a Director. In 2004, along
with Mr. Burstein, Mr. Schwerin co-founded Millennium
Technology Value Partners, L.P., a $130 million
value-oriented private equity fund. He currently serves as a
Managing Partner of that fund. Since 2002, Mr. Schwerin has
served as Managing Partner of Millennium Technology Ventures,
L.P., an early-stage venture capital fund. In 2002,
Mr. Schwerin co-founded OpenPeak Inc., a company focused on
voice-over-IP and Digital Home technology, where he served as
Chief Financial Officer & VP Corporate Development
until 2006. From 2000 to 2001, Mr. Schwerin served as Vice
President of Finance and Strategic Initiatives at StorageApps, a
data storage management company, and was actively involved in
the companys sale to Hewlett-Packard Company (HPQ) for
$350 million. From 1999 to 2000, Mr. Schwerin focused
on a combination of venture capital investments and merger and
acquisition advisory assignments at The
3
Blackstone Group, one of Wall Streets leading private
equity and investment banking firms. From 1994 to 1997,
Mr. Schwerin worked in the Mergers and Acquisitions and
Leveraged Finance groups of Salomon Brothers Inc, where he
focused on the firms advisory and principal transactions,
significant corporate and municipal restructuring processes, and
bridge loan investments. In total, Mr. Schwerin has led or
participated in more than 100 transactions involving over
$43 billion of principal investments, mergers and
acquisitions, bankruptcies and restructurings, and debt and
equity financings. Mr. Schwerin earned his Master of
Business Administration from The Wharton School at the
University of Pennsylvania and a Bachelor of Science from Lehigh
University and is a member of the Council on Foreign Relations
and the Lehigh Leadership Council.
John Sculley
serves as a Director. Since 1993,
Mr. Sculley has been an active investor in early-stage
enterprises that include Select Comfort Corporation (SCSS), a
developer, manufacturer and marketer of premium quality,
adjustable-firmness beds; NFO Research, Inc., a consumer
research company; Intralinks, a provider of secure online
workspaces to the financial services industry; CreditTrade LLP,
a company which provides transaction, data and information
services to the credit markets; and Hotwire, an online discount
travel site. Mr. Sculley is currently a member of the board
of directors of MetroPCS, a public company which provides
wireless communications services; InPhonic, Inc. (INPC), an
online provider of wireless services and devices; Radiospire
Networks, a private company which supplies fabless
semiconductors for wireless solutions; Tello, a private company
which supports instant communication and collaboration across
networks, applications and devices, in the context of critical
business processes; OpenPeak Inc., a private company focused on
voice-over-IP and digital home technology; IdenTrust, a private
company which provides globally interoperable identity
solutions; Activation Capital Partners, a private company which
provides supply chain financing; and Verified Person, a private
company which provides online background screening services to
organizations. Between 1983 and 1993, Mr. Sculley served as
the Chief Executive Officer of Apple Computer, Inc. (AAPL),
during which time Apple Computer became the largest selling
personal computer brand in the world. From 1978 to 1983, Mr.
Sculley served as Chief Executive Officer of Pepsi-Cola Company
(PEP), during which time Pepsi Generation and
Pepsi Challenge marketing campaigns helped cause
Pepsi-Cola to become the largest selling packaged good product
in the United States as measured by AC Nielsen. Mr. Sculley
earned his Master of Business Administration from The Wharton
School at the University of Pennsylvania and is a graduate of
Brown University.
Jon Lambert
serves as our Treasurer and Secretary. Since
March 2008, Mr. Lambert has been a consultant to Transact
Tools, Inc., a subsidiary of NYSE Euronext (NYX). Prior to this
and since the beginning of 2007, Mr. Lambert served as the
Chief Financial Officer and Secretary to Wombat Financial
Software, a provider of high speed market data and messaging
platforms, which was sold to Transact Tools, Inc. in March 2008.
From 2005 to 2006, Mr. Lambert provided chief financial
officer, chief operating officer and business development
consulting services to various early stage companies. Since
2005, Mr. Lambert has served as: Chief Financial Officer
and a director of CompanionWorlds, a provider of health and
fitness solutions that enables users to customize mobile workout
and nutrition programs; Chief Financial Officer and Secretary of
Fox Technologies, a provider of authentication security
solutions; Chief Financial Officer and Secretary of Mathon
Systems, a provider of real-time automated solution for managing
informational risk; and Chief Financial Officer of NextSeed, a
provider of mobile authentication solutions. Since 2005,
Mr. Lambert also has provided advisory services to:
Nomadrive, a provider of application thumb drive solutions;
Transparency Software, a provider of data policy management
solutions for data security, auditing and performance; and
Wombat Financial Software. From 2000 to 2005, Mr. Lambert
served as the Chief Financial Officer, Chief Operating Officer
and Secretary of Contivo, Inc., a data integration enterprise
software firm. From 1994 to 2000, Mr. Lambert served as
Chief Financial Officer, Secretary and Senior Vice President of
TIBCO Finance Technology, Inc., a provider of electronic
business infrastructure software, where he was instrumental in
building its international business and was the Chief Financial
Officer and Secretary of TIBCO Software, Inc. (TIBX) prior to
and a key contributor to, its initial public offering. From 1987
to 1994, Mr. Lambert served as audit manager of
Ernst & Young, a big four accounting and auditing
firm. Mr. Lambert has been a California Certified Public
Accountant and a Chartered Accountant in England, and earned a
Bachelor of Science from Bath University, England.
To our knowledge, no current director or executive officer of
Transforma has been convicted in a criminal proceeding during
the last five years and no director or executive officer of
Transforma was a party to any judicial or administrative
proceeding during the last five years that resulted in a
judgment, decree or final order enjoining the
4
person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of
any violation of federal or state securities laws.
There are no family relationships among any of our directors or
our executive officers.
Membership
and Meetings of Board of Directors and Board
Committees
Board of Directors.
The Board of Directors has
determined that Daniel L. Burstein, Samuel L. Schwerin, John
Sculley and Dale Kutnick are independent directors
as defined under the rules of the American Stock Exchange.
During 2007, the Board met formally four times and acted by
written consent once. None of our directors attended fewer than
75% of the aggregate of the total number of meetings of the
Board and the total number of meetings held by all committees of
the Board on which such director served, except that Dale
Kutnick attended five of the eight Board and Audit Committee
meetings held in 2007. As provided for in Transformas
Bylaws, the Chairman of the Board of Directors shall preside at
all meetings of stockholders.
Standing committees of the Board include an audit committee and
a nominating committee, each of which has adopted a written
charter. These charters were filed as exhibits 99.1 and
99.2 to Transformas Amendment No. 2 to Registration
Statement on
Form S-1
filed with the United States Securities and Exchange Commission
(SEC) on December 19, 2006, and are publicly
available through the SECs website at
http://www.sec.gov.
Audit Committee.
The members of the Audit
Committee are Daniel L. Burstein, Samuel Schwerin and Dale
Kutnick. The Board has determined that each of the members of
the Audit Committee meets the independence requirements of
Rule 10A-3
promulgated under the Securities Exchange Act of 1934 and the
rules of the American Stock Exchange. The Board also determined
that Messrs. Burstein and Schwerin are each audit
committee financial experts, as defined by the rules of
the SEC, and that Messrs. Burstein, Schwerin and Kutnick
each meet the financial sophistication requirements of the
American Stock Exchange. Mr. Schwerin serves as chairman of
the Audit Committee. The Audit Committee reviews our financial
reporting process, our system of internal controls and the audit
process. The Audit Committee also reviews the performance and
independence of our external auditors and recommends to the
Board the appointment or discharge of our external auditors. The
Audit Committee met four times in 2007.
Nominating Committee.
The members of the
Nominating Committee are Daniel L. Burstein, John Sculley and
Dale Kutnick. The Board has determined that each of the current
members of the Nominating Committee meets the independence
requirements of the American Stock Exchange. Mr. Burstein
serves as chairman of the Nominating Committee. The Nominating
Committee is responsible for interviewing, evaluating, approving
and recommending individuals for membership on the Board. The
Nominating Committee acted by written consent once in 2007.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires our directors and executive officers, and persons who
own more than 10% of our common stock, to file with the SEC
initial reports of beneficial ownership and reports of changes
in ownership of our common stock and other equity securities.
Such executive officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish us with
copies of all beneficial ownership reporting forms they file.
To our knowledge, based solely on our review of the copies of
such filings in our possession and written representations that
no other reports were required, we believe that all of our
executive officers, directors and greater-than-10% stockholders
made all required filings under Section 16(a) during fiscal
2007, except that in connection with the expiration of the
underwriters over-allotment option after our initial
public offering, each of Larry J. Lenhart, Daniel L. Burstein,
Samuel L. Schwerin, Jonathan A. Lambert, Ashanti Capital
Partners, LLC, John Sculley, Gordon E. Eubanks, Jr., Dale
Kutnick and S&B Investment Management Group, LLC returned
shares to Transforma; the Form 4 required to report each of
these transactions was filed late.
5
During fiscal 2006, the Form 3 filings made by Larry J.
Lenhart, Daniel L. Burstein, Samuel L. Schwerin, Jonathan A.
Lambert, Ashanti Capital Partners, LLC, John Sculley, Gordon E.
Eubanks, Jr., Dale Kutnick and S&B Investment
Management Group, LLC, inadvertently omitted to report warrants
that were granted to them in connection with our initial public
offering. The warrants were disclosed in Exhibit 10.22 to
the Companys
Form S-1/A
Registration Statement filed with the SEC on December 14,
2006; amended Forms 3 were subsequently filed to correct
the omissions.
Code of
Ethics
The Company has adopted a code of ethics for senior financial
officers. Transforma will undertake to provide a copy of this
Code of Ethics to any person without charge upon request.
Requests may be mailed to Transforma at its principal executive
offices, attention Jon Lambert, 350 Park Avenue,
10
th
Floor,
New York, NY 10022. The Code of Ethics was filed as an exhibit
to our Amendment No. 2 to Registration Statement on
Form S-1
filed with the SEC on December 19, 2006, and is publicly
available through the SECs website at
http://www.sec.gov.
|
|
Item 11.
|
Executive
Compensation
|
Compensation
Discussion and Analysis
Transforma will pay no compensation, fees or other payments to
Transformas executive officers and directors prior to our
initial business combination, or for any services rendered in
order to effectuate the consummation of our initial business
combination. Transformas compensation philosophy and
objectives will be developed to match our business after
completion of our initial business combination. Since no
compensation has been paid, the compensation tables are omitted
from this filing.
Compensation
Committee Report
Transforma does not maintain a standing Compensation Committee
since it does not compensate its officers or directors. The
Transforma Board of Directors and management have discussed the
Compensation Discussion and Analysis required by
Item 402(b) of
Regulation S-K.
Based on that review and discussion, the Board has recommended
that the Compensation Discussion and Analysis be included in
Transformas 2007 Annual Report on
Form 10-K
or the proxy statement for the 2008 Annual Meeting of
Stockholders. Since Transforma does not compensate its officers
and directors, the company has nothing to disclose in this
section.
Larry J. Lenhart
John Sculley
Gordon E. Eubanks, Jr.
Daniel L. Burstein
Samuel L. Schwerin
Dale Kutnick
6
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
The following table presents information as to the beneficial
ownership of our common stock as of April 11, 2008 by:
|
|
|
|
|
each stockholder known by us to be the beneficial owner of more
than 5% of our common stock;
|
|
|
|
each of our current directors;
|
|
|
|
each of our named executive officers, as such term
is defined under the rules of the SEC; and
|
|
|
|
all current directors and executive officers as a group.
|
For 2007 our named executive officers were Larry Lenhart, our
President and Chief Executive Officer and Jon Lambert, our
Treasurer, Secretary and principal financial officer.
The percentage ownership is based on 15,624,997 shares of
common stock outstanding as of April 15, 2008. Shares of
common stock that are subject to warrants or other convertible
securities currently exercisable or exercisable within
60 days of April 15, 2008, are deemed outstanding for
the purposes of computing the percentage ownership of the person
holding these options or convertible securities, but are not
deemed outstanding for computing the percentage ownership of any
other person. Beneficial ownership is determined under the rules
of the SEC and generally includes voting or investment power
with respect to securities. To our knowledge, unless otherwise
indicated below, the persons and entities named in the table
have sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws
where applicable. Unless otherwise indicated by footnote, the
address for each listed stockholder is
c/o Transforma
Acquisition Group Inc., 350 Park Avenue, 10th Floor, New
York, NY 10022.
|
|
|
|
|
|
|
|
|
|
|
Shares Beneficially Owned
|
|
|
|
Number of
|
|
|
Percent of
|
|
Name of Beneficial Owner
|
|
Shares
|
|
|
Class
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
|
Larry J. Lenhart
|
|
|
468,750
|
|
|
|
3.00
|
%
|
Daniel L. Burstein(1)
|
|
|
546,875
|
|
|
|
3.50
|
%
|
Samuel L. Schwerin(1)
|
|
|
546,875
|
|
|
|
3.50
|
%
|
Jon Lambert
|
|
|
113,426
|
|
|
|
*
|
|
Ashanti Capital Partners, LLC(2)
|
|
|
437,500
|
|
|
|
2.80
|
%
|
John Sculley(3)
|
|
|
437,500
|
|
|
|
2.80
|
%
|
Gordon E. Eubanks, Jr.
|
|
|
437,500
|
|
|
|
2.80
|
%
|
Dale Kutnick
|
|
|
273,437
|
|
|
|
1.75
|
%
|
S&B Investment Management Group, LLC(4)
|
|
|
206,885
|
|
|
|
1.32
|
%
|
All current executive officers and directors as a group
(7 persons)
|
|
|
3,031,248
|
|
|
|
19.40
|
%
|
All 5% Owners
|
|
|
|
|
|
|
|
|
Weiss Asset Management, LLC(5)
|
|
|
1,018,819
|
|
|
|
6.52
|
%
|
Fir Tree, Inc.(6)
|
|
|
1,544,300
|
|
|
|
9.88
|
%
|
JANA Partners LLC(7)
|
|
|
1,000,000
|
|
|
|
6.40
|
%
|
Silver Point Capital, L.P(8)
|
|
|
1,875,000
|
|
|
|
12.00
|
%
|
Jonathan M. Glaser, et al(9)
|
|
|
1,475,000
|
|
|
|
9.44
|
%
|
|
|
|
*
|
|
Less than 1%.
|
|
(1)
|
|
Includes 206,885 shares held by S&B Investment
Management Group, LLC, for which this person shares voting or
investment control.
|
|
(2)
|
|
John Sculley, as the sole member of Ashanti Capital Partners,
LLC, may be deemed to be the beneficial owner of the shares held
by Ashanti Capital Partners, LLC.
|
7
|
|
|
(3)
|
|
Represents shares issued to Ashanti Capital Partners, LLC. See
footnote (2) above.
|
|
(4)
|
|
Daniel L. Burstein and Samuel L. Schwerin, as the members of
S&B Investment Management Group, LLC, may be deemed to be
the beneficial owners of the shares held by S&B Investment
Management Group, LLC.
|
|
(5)
|
|
Derived from a joint filing of a Schedule 13G on
March 24, 2008 by Weiss Asset Management, LLC, Weiss
Capital, LLC and Andrew M. Weiss, Ph.D., reporting shared
power to vote or direct the vote over and shared power to
dispose of or direct the disposition of 1,018,819 shares.
The address of the business office of Weiss Asset Management,
LLC, Weiss Capital, LLC and Andrew M. Weiss, Ph.D. is 29
Commonwealth Avenue,
10
th
Floor, Boston, Massachusetts 02116.
|
|
(6)
|
|
Derived from a joint filing of a Schedule 13G/A on
February 14, 2008 by Fir Tree, Inc., Fir Tree Capital
Opportunity Master Fund, L.P. and Sapling, LLC reporting shared
power to vote or direct the vote over and shared power to
dispose of or direct the disposition of 1,544,300 shares.
The address of the business office of Fir Tree, Inc. is
505 Fifth Avenue, 23rd Floor, New York, NY 10017.
|
|
(7)
|
|
Derived from a filing of a Schedule 13G on January 4,
2007 by JANA Partners LLC reporting sole power to vote or direct
the vote over and sole power to dispose of or direct the
disposition of 1,000,000 shares. The address of the
business office for JANA Partners LLC is 200 Park Avenue,
Suite 3300, New York, NY 10166.
|
|
(8)
|
|
Derived from a joint filing of a Schedule 13G on
February 13, 2007 by Silver Point Capital, L.P.,
Mr. Edward A. Mule and Robert J. OShea with respect
to the 1,875,000 shares held by Silver Point Capital Fund,
L.P. and Silver Point Capital Offshore Fund, Ltd., and reporting
shared power to vote or direct the vote over and shared power to
dispose of or direct the disposition of 1,875,000 shares.
The address of the business office for each of these persons is
Two Greenwich Plaza,
1
st
Floor, Greenwich, CT 06830.
|
|
(9)
|
|
Derived from a joint filing of a Schedule 13G/A on
February 14, 2008 by Jonathan M. Glaser and certain related
entities and individuals, reporting shared power to vote or
direct the vote over and shared power to dispose of or direct
the disposition of 1,475,000 shares. The address of the
business office of Mr. Glaser is
11601 Wilshire Boulevard, Suite 2180, Los
Angeles, CA 90025.
|
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Transactions
with Related Persons
From January 1, 2006 to the present, there have been no
(and there are no currently proposed) transactions in which the
amount involved exceeded $120,000 to which Transforma was (or is
to be) a party and in which any executive officer, director, 5%
beneficial owner of our common stock or member of the immediate
family of any of the foregoing persons had (or will have) a
direct or indirect material interest, except as described in the
Director Compensation and Executive Compensation sections above.
Any related party transactions involving one of our directors or
executive officers is reviewed and approved by the Audit
Committee.
Transforma is paying S&B Investment Management Group, LLC
of a monthly fee of $7,500 for certain administrative services,
including office space, utilities and secretarial support.
Transforma Directors, Daniel L. Burstein and Samuel L. Schwerin,
are each Managing Members of S&B Investment Management
Group, LLC and, as a result, will benefit from our transaction
with S&B Investment Management Group, LLC. However, this
arrangement is not intended to provide Mr. Burstein or
Mr. Schwerin compensation in lieu of a salary. In addition,
we believe that, based on rents and fees for similar services in
New York, NY, the fees charged by S&B Investment Management
Group, LLC are at least as favorable as we could have obtained
from unaffiliated third parties.
|
|
Item 14.
|
Principal
Accounting Fees and Services
|
Our Audit Committee has appointed BDO Seidman LLP as the
Companys registered independent public accounting firm for
the year ending December 31, 2008.
8
Audit and
Related Fees
The following table sets forth the fees billed for the periods
indicated for professional services rendered by BDO Seidman LLP,
our independent registered public accounting firm.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From Inception
|
|
|
|
Fiscal Year Ended
|
|
|
(July 19, 2006) to
|
|
|
|
December 31,
|
|
|
December 31,
|
|
Nature of Services
|
|
2007
|
|
|
2006
|
|
|
Audit Fees
|
|
$
|
68,880
|
(1)
|
|
$
|
77,192
|
(2)
|
Audit-Related Fees
|
|
|
|
|
|
|
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
68,880
|
|
|
$
|
77,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Audit fees for the fiscal year ended December 31, 2007
related to the audit of our financial statements and internal
control for the fiscal year ended December 31, 2007,
$39,350, and the quarterly reviews of financial statements
included in our quarterly reports on
Form 10-Q
for the quarterly periods ended March, June and September, 2007
aggregating $29,530.
|
|
(2)
|
|
Audit fees for the period ended December 31, 2006 related
to professional services rendered in connection with our initial
public offering (financial statements included in our
Registration Statement on
Form S-1
and our Current Report on
Form 8-K
filed with the SEC on December 26, 2006, aggregating
$56,652, the audit of our financial statements for the period
from July 19, 2006 (date of inception) to December 31,
2006, $12,852, and the quarterly review of financial statements
included in our quarterly report on
Form 10-Q
for the quarterly period ended September 30, 2006, $7,688.
|
Policy on Audit Committee Pre-Approval of Services Performed
by Independent Registered Public Accounting Firm
The Audit Committees policy is to pre-approve all audit
and permissible non-audit services provided by Transformas
independent accountants. These services may include audit
services, audit-related services, tax services and other
services. The Audit Committee generally pre-approves particular
services or categories of services on a
case-by-case
basis. Transformas independent registered public
accounting firm and management are required to report to the
Audit Committee periodically regarding the extent of services
provided by the independent registered public accounting firm in
accordance with these pre-approvals, and the fees for the
services performed to date.
All of the services of BDO Seidman, LLP for the fiscal year
ended December 31, 2006 and for the fiscal year ended
December 31, 2007, described above, were pre-approved by
the Board of Directors before the Audit Committee was formed and
were approved by the Audit Committee since its inception.
Part IV
|
|
Item 15.
|
Exhibits,
Financial Statement Schedules
|
|
|
|
|
|
Exhibit Number
|
|
Description of Document
|
|
|
31
|
.3
|
|
Certification of the Chief Executive Officer Pursuant to
Rule 13a-14(a)/15d-14(a)
|
|
31
|
.4
|
|
Certification of the Chief Financial Officer Pursuant to
Rule 13a-14(a)/15d-14(a)
|
9
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this Amendment No. 1 to Annual Report on
Form 10-K,
to be signed on its behalf by the undersigned, thereunto duly
authorized.
TRANSFORMA ACQUISITION GROUP INC.
Larry J. Lenhart
President and Chief Executive Officer
Date: April 29, 2008
10
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Document
|
|
|
31
|
.3
|
|
Certification of the Chief Executive Officer Pursuant to
Rule 13a-14(a)/15d-14(a)
|
|
31
|
.4
|
|
Certification of the Chief Financial Officer Pursuant to
Rule 13a-14(a)/15d-14(a)
|
Transforma Acquisition Grp. (AMEX:TAQ)
Historical Stock Chart
From Sep 2024 to Oct 2024
Transforma Acquisition Grp. (AMEX:TAQ)
Historical Stock Chart
From Oct 2023 to Oct 2024