Page 16 - Proxy-2017
P. 16

The Board of Directors has increased the annual compensation to be paid to non-employee directors for the fiscal year
            ended October 31, 2017 from $30,000 to $50,000.  Since Mr. Hill will not be compensated for his services as the Company’s
            interim Chief Executive Officer, Mr. Hill is deemed to be a non-employee director.  Accordingly, on November 8, 2016, the
            Board granted five-year non-qualified options to purchase 77,339 shares of the Company’s common stock to each of Mr.
            Marvin Fink (Chairman), Mr. William Reynolds and Joseph Benoit (Independent Directors) in addition to Mr. Hill, for their
            services as directors for the fiscal year ended October 31, 2017. The options are fully vested and have an exercise price of $1.50
            per share, the market price of our common stock on the date of grant.


            Security Ownership of Certain Beneficial Owners and Management
               The following table sets forth certain information regarding the ownership of the Company’s Common Stock as of July
            17, 2017 for (i) each director; (ii) the Company’s Named Executive Officers; (iii) all executive officers and directors of the
            Company as a group; and (iv) all those known by the Company to be beneficial owners of more than 5% of the outstanding
            shares of our common stock. As of July 17, 2017, there were 8,852,246 shares of common stock issued and outstanding.


                                                                 Number of Shares    Percentage Beneficially
            Name and Address of Beneficial Owner               Beneficially Owned          Owned
                                                                               (1)
             Directors and Named Executive Officers
             Howard F. Hill                                              312,034(2)                 3.5%
             Marvin H. Fink                                               93,203(3)                 1.0%

             William L. Reynolds                                         102,952(4)                 1.2%
             Joseph Benoit                                                82,877(5)                 0.9%
             Gerald T. Garland                                                   -                  0.0%

             Mark Turfler                                                 52,667(6)                 0.6%
             Johnny Walker                                                       -                      -

             All Directors and Officers as a Group (7 Persons)           643,733(7)                 7.0%

             Greater than 5% stockholder


             Hytek International, Ltd
             P.O. Box 10927 APO                                             901,860                10.2%
             George Town
             Cayman Islands (8)

             Park Circle Company
             Jeffrey A. Legum
             1829 Reisterstown Road, Suite 140                              441,803                 5.0%
             Baltimore, Maryland 21208 (9)

             Renaissance Technologies LLC
             800 Third Avenue                                               665,000                 7.5%
             New York, New York 10022(10)


            (1)      Shares of common stock that could be acquired by a beneficial owner upon exercise of an option within 60 days from
                   July 17, 2017 are considered outstanding for the purpose of computing the percentage of shares beneficially owned by
                   such owner, but are not considered to be outstanding for any other purpose.
            (2)    Includes 87,813 shares that Mr. Hill has the right to acquire upon exercise of options.
            (3)    Includes 93,203 shares that Mr. Fink has the right to acquire upon exercise of options.
            (4)    Includes 70,152 shares that Mr. Reynolds has the right to acquire upon exercise of options.
            (5)    Includes 82,877 shares that Mr. Benoit has the right to acquire upon exercise of options.

                                                             14
   11   12   13   14   15   16   17   18   19   20   21