TIDMADID TIDMTTM
RNS Number : 0597A
Armor Designs, Inc.
17 December 2014
17 December 2014
Armor Designs Inc.
("Armor Designs" or "the Company")
Board & Management Changes
Armor Designs Inc., (AIM: ADID, and the "Company"), the
knowledge-based designer and manufacturer of composite protective
products, is pleased to announce the following Board and Management
changes. These changes were made, on 23 September 2014 and were
confirmed by the Court of Chancery of the State of Delaware (the
"Court") on 15 December 2014.
MANAGEMENT CHANGE
Pursuant to Section 228 of the Delaware General Corporation Law
and the Bylaws of Armor Designs, Inc., a Delaware corporation,
through an action by Written Consent of the Stockholders, the
stockholders of the Company adopted the following resolutions by
written consent:
RESOLVED, that, pursuant to Section 3.4 of the Company Bylaws,
the following persons are removed as Directors and members of the
Board of Directors; David Oliveira, Robert Elizondo, Edward F.
McHale, and Alfred Valenzuela.
RESOLVED FURTHER, that, pursuant to Sections 2.1 and 2.10 of the
Company Bylaws, the following persons are appointed as Directors
and members of the Board of Directors ("Board"), to hold such
office until his successor shall have been duly elected and
qualified or until the earlier of his resignation or removal from
office:
Robert J. Watkins Director and member of the Board of Directors
John C. Stiska Director and memberof the Board of Directors
Jim Afinowich Director and member of the Board of Directors
Rick Sander Director and member of the Board of Directors
Tony Celeste Director and member of the Board of Directors
Roger Derse Director and member of the Board of Directors
Michael G. Smith Director and member of the Board of Directors
The Board in its capacity to do so has voted to remove David
Oliveira, with immediate effect, as the Chief Executive Officer at
Armor Designs, Inc. and appoint Roger Derse as the replacement
Interim Chief Executive Officer, Michael G. Smith as the Interim
Chief Financial Officer, and John Stiska as the Chairman of the
Board of Directors.
DIRECTOR BIOGRAPHIES
John C. Stiska, Principal, at Regent Partners, has over thirty
years of experience in corporate law, securities law, mergers and
acquisitions, and senior management of both publicly and privately
held companies. Recently he served as CEO of PepperBall
Technologies, Inc. (OTCBB:PBal), and prior to that was the interim
CEO of JNI Corp. (NASDAQ:JNIC) and then Chairman until it was
merged into Applied Micro Circuits Corp. (NASDAQ:AMCC). From 2000
to 2009, John was an active partner in Commercial Bridge Capital,
LLC, a venture lending fund based in San Diego. From February 1996
to February 1998, he served as Corporate Senior Vice President and
General Manager of the Technology Applications Division of Qualcomm
Incorporated (NASDAQ: QCOM), a leading developer and manufacturer
of telecommunications technology. Prior to Qualcomm, John was CEO
of Triton Group, Ltd (ASE:TGL) a public holding company which he
took through a successful Chapter 11 reorganization of the former
Intermark, Inc. (ASE:IMI). Companies owned or controlled by IMI and
TGL included Pier 1 Imports, Simplicity Pattern Co., Continental
Graphics, National Arimotive Corp, Western Sizzlin, Liquor Barn,
Sunbelt Nursery Group and a number of other companies. He received
his BBA in Accounting from the University of Wisconsin, and after
serving as an officer in the Army returned to get his JD from the
University of Wisconsin Law School. He is licensed to practice law
in California.
Mr. Stiska is 72 years old. Other than mentioned above, Mr.
Stiska's directorships (current and within the previous 5 years)
are as follows:
Current: None
Past:PepperBall Technology, Inc., Regent PartnersLLC, Cobalt
Medical, Inc., HS Defense,
There is no further information to disclose for Mr. Stiska under
schedule 2(g) of the AIM Rules.
Robert Watkins, established R.J. Watkins & Company, Ltd. in
1980 with offices in San Diego, San Francisco, London, and until
recently, Hong Kong. His experience includes President & CEO of
a $200 million entertainment company and Managing Director for the
San Diego office of the international consulting firm of Russell
Reynolds Associates. He has held executive positions with American
Hospital Supply Corporation, serving on the corporation's
acquisition and divestiture team. He also served as Management
Consultant for the national accounting firm Deloitte & Touche.
Bob is a graduate of San Diego State University.
Mr. Watkins is 71 years old. Other than mentioned above, Mr.
Watkin's directorships (current and within the previous 5 years)
are as follows:
Current: None
Past: None
There is no further information to disclose for Mr. Watkins
under schedule 2(g) of the AIM Rules.
JamesAfinowich, Founding Principal, Designated Broker at Fox
& Fin Financial Group which is a financial advisory company, in
Scottsdale AZ, that facilitates the mergers and acquisitions of
privately held, middle-market companies, with a sharp focus on
businesses in the western U.S. that have annual sales between $2
million and $75 million. Jim has 25 years of experience in the
M&A industry. Also, he has provided expert-witness service in a
variety of court cases relating to business transfers. He is a
Certified Business Intermediary (CBI) and Merger & Acquisition
Master Intermediary (M&AMI), the highest levels of
accreditation in the industry.
Mr. Afinowich is63 years old. Other than mentioned above, Mr.
Afinowich's directorships (current and within the previous 5 years)
are as follows:
Current: JBW Management, Inc.
Past: International Business Brokers Association, Business
Intermediary Education Foundation
There is no further information to disclose for Mr. Afinowich
under schedule 2(g) of the AIM Rules.
Roger A. Derse, is a consultant for the Sierra Group and has
extensive financial, operational and systems experience delivered
to public and private companies. His roles vary from consultant to
full time employee supporting a consistent theme; need for change.
Projects in recent years consist of roles as transition COO/CFO
addressing restructures, acquisitions, dispositions, re-launching
and core accounting and systems assistance primarily in the high
tech sectors of business. As an executive he hasmanaged operations
in concert with the strategic objectives that may be identified by
board and ownership personnel. Strategic directions have included
turnaround, growth/expansion, and disposition. Integral player to
ensure a robust governance and regulatory compliance environment.
Manage with a clear understanding that an internal control
environment must be established with appropriate levels of
accountability in order to promote a culture of "integrity-driven
performance".Roger has a BS degree from University of Michigan in
Industrial Engineering and a MS degree fro University of Arizona in
Accounting. The companies that he has provided C-level management
include; CEA Global Education, White Electronic Designs
(NASDAQ:WEDC), Vitron Manufacturing, Nanonics Corporation, and
White MicroElectronics. He has also provided Manager and Audit
Supervisory services for Coopers and Lybrand.
Mr. Derse is 64 years old. Other than mentioned above, Mr.
Derse's directorships (current and within the previous 5 years) are
as follows:
Current: None
Past: None
There is no further information to disclose for Mr. Derse under
schedule 2(g) of the AIM Rules.
Michael G. Smith, is a Consultant for Sierra Group and has 25
years of business consulting including Public Accounting working
with Fortune 150 companies. Mike has a Bachelor's Degree from
Loyola University, Chicago with a Major in Public Accounting. Mike
also attended the Lake Forest Graduate School of Management. He has
assisted businesses in retail, distribution, dairy, healthcare,
property management, manufacturing, wholesale, lumber, plastics,
steel, transportation, automotive dealerships, boat dealerships,
gas & oil services, general property development services and
food service sectors. More recently Mike has assisted businesses in
aggregate mining, cement, trucking and building supply
manufacturing. Mike's assistance has included his services for
operational restructuring, debt restructuring, capital funding,
business sale, business liquidation, business contraction or
business expansion. He has served in the capacity of Chief
Financial Officer, Controller, Financial Advisor and President. He
has also served as Court Appointed Chief Restructuring Officer,
Court Appointed Financial Advisor, Court Appointed Examiner and
Court Appointed Receiver in some of these engagements. Mike has
also been appointed Receiver for occupied and unoccupied commercial
retail, commercial office and residential properties.
Mr. Smith is 55 years old. Other than mentioned above, Mr.
Smith's directorships (current and within the previous 5 years) are
as follows:
Current: None
Past: None
There is no further information to disclose for Mr. Smith under
schedule 2(g) of the AIM Rules.
Rick Sander, founder and CEO of Rhombus Energy Solutions, Inc.
Rick brings a wealth of executive management and operational
experience to an organization. His diversified leadership
experience across all facets of operations, business development,
supply chain management, program management, design engineering,
quality, marketing and general management in several diverse
industries, and at different growth stages gives him unique value.
Significant experience in company turnarounds, and change
management through transitional periods of significant growth,
start-ups, downsizing, M&A, and corporate restructuring.
Experienced at optimizing processes for high volume, high mix, and
customized systems required for market demands of low cost and high
quality. Black Belt in Six-Sigma and champion of business
excellence methodologies. Proven abilities in financial management,
P/L, budgeting, benchmarking, SOX compliance processes and board
fiduciary responsibilities of both private and public companies.
Successful experiences at organizing/leading IPO's and private VC
funding rounds. Over $100M raised. Rick's formal education includes
an MBA from San Diego State University and BSME degree from Oregon
State University. He has also attended Pacific Lutheran University
and Santa Clara University. He was awarded the Distinguished
Engineer by OSU in 2010.
Mr. Sander is 56 years old. Other than mentioned above, Mr.
Sander's directorships (current and within the previous 5 years)
are as follows:
Current: Carttronics, LLC, Rhombus Energy Solutions, Inc.
Past: None
There is no further information to disclose for Mr. Sander under
schedule 2(g) of the AIM Rules.
Tony Celeste, is Director of Federal Sales at Brocade Inc. Tony
has a long corporate history in building Sales, Marketing and
Business Development teams, establishing go to market plans,
identifying potential new markets, establishing Business and
Contract pipeline development, and obtaining Federal Contracts. He
has succeeded in Director and Management roles at some of the most
famous US companies in history; Digital Equipment Company (National
Accounts Manager), Silicon Graphics Inc. (National Director),
Xiotech Corporation (VP & General Manager), and Iron Bow
Technologies, LLC (General Manager & Senior Director). Tony
graduated from University of Maryland at College Park.
Mr. Celeste is52 years old. Other than mentioned above, Mr.
Celeste's directorships (current and within the previous 5 years)
are as follows:
Current: None
Past: None
There is no further information to disclose for Mr. Celeste
under schedule 2(g) of the AIM Rules.
CLOSING REMARKS
Interim CEO Roger Derse commented: "We are excited to move
forward with an exceptionally qualified and well connected new
Board. Our new management team will maintain the original business
focus of the Company with an emphasis on establishing a strong
platform for future growth. The new management team expects a
smooth and orderly transition."
For further information please contact:
Dennard Lascar Associates LLC., Tel: +1713-529-6600
M. Carol Coale
ccoale@dennardlascar.com
Ken Dennard
ken@dennardlascar.com
Armor Designs, Inc.
Roger Derse, Interim CEO +1-520-326-7686
About Armor Designs, Inc.
Armor Designs, Inc. (ADI) is a knowledge-based,
technology-innovation company that develops and manufactures the
highest quality, lightest and most cost-effective armor solutions
to serve the military, government and commercial sectors on a
global basis. We are an international company headquartered in
Phoenix, Arizona, and our commitment to state-of-the-art innovation
is driven through the application of Finite Elemental Analysis.
This methodology eliminates the trial-and-error approach and
instead provides a robust platform for a rapid development of armor
solutions that can be tailored for any application.
For more information, please visit the Armor Designs web site at
www.armordesigns.com.
Safe Harbor Statement and Disclaimer
This news release includes "forward looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward looking statements give our current expectations,
opinion, belief or forecasts of future events and performance. A
statement identified by the use of forward looking words including
"may," "expects," "projects," "anticipates," "plans," "believes,"
"estimate," "should," and certain of the other foregoing statements
may be deemed forward-looking statements. Although Armor Designs
believes that the expectations reflected in such forward-looking
statements are reasonable, these statements involve risks and
uncertainties that may cause actual future activities and results
to be materially different from those suggested or described in
this news release. Investors are cautioned that any forward-looking
statements are not guarantees of future performance and actual
results or developments may differ materially from those projected.
The forward-looking statements in this press release are made as of
the date hereof. The Company takes no obligation to update or
correct its own forward-looking statements, except as required by
law, or those prepared by third parties that are not paid for by
the Company.
Electronic versions of the materials you are seeking to access
are being made available on this website by Armor Designs, Inc.
("Armor Designs") pursuant to the AIM rules for companies published
by the London stock exchange as a consequence of the fact that the
common shares of armor designs are admitted to trading on the AIM
market of the London Stock Exchange.
Non-U.S. persons
These materials are not directed to nor are they intended for
access by persons located or resident in the United States. None of
the securities of Armor Designs discussed or referred to in the
materials you are seeking to access have been registered under the
US securities act 1933, as amended ("securities act") and may not
be offered, sold, pledged or otherwise transferred except (1) in an
offshore transaction meeting the requirements of rule 903 or rule
904 of regulation S under the securities act, (2) pursuant to an
effective registration statement under the securities act, or (3)
pursuant to an available exemption from the registration
requirements of the securities act, in each case in accordance with
all applicable securities laws
This information is provided by RNS
The company news service from the London Stock Exchange
END
BOAFMMMZDNGGDZM
Armor Des Di (LSE:ADID)
Historical Stock Chart
From Sep 2024 to Oct 2024
Armor Des Di (LSE:ADID)
Historical Stock Chart
From Oct 2023 to Oct 2024