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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
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 x
Filed by a party other than the registrant o
Check the appropriate box:
o
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Preliminary proxy statement. | |
o
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Confidential for use of the commission only (as permitted by Rule 14a-6(e)(2)). |
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x
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Definitive proxy statement. | |
o
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Definitive additional materials. | |
o
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Soliciting material pursuant to Rule 14a-12. |
CENUCO, INC.
Payment of filing fee: (check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.
(1)
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Title of each class of securities to which transaction applies: |
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(2)
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Aggregate number of securities to which transaction applies: | |
(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4)
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Proposed maximum aggregate value of transaction: |
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(5)
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Total fee paid: |
o Fee paid previously with preliminary materials:
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1(a)(2) and identify the filing for which the offsetting fee was paid previously, identify the previous filing by registration statement number, or the form or schedule and the date its filing. |
(1) Amount Previously Paid: |
(2) Form, Schedule or Registration Statement No.: |
(3) Filing Party: |
(4) Date Filed: |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 27, 2005
The Annual Meeting of Stockholders (the “Annual Meeting”) of Cenuco, Inc. (“we,” “us” or “our” ) will be held at the Holiday Inn Hotel & Suites located at 1950 Glades Rd., Boca Raton, Florida, on January 27, 2005 at 10:00 a.m. (EST) for the following purposes:
| (1) | To elect four directors for a term of one year, or until their successors are duly elected and qualified; | |||
| (2) | To ratify the selection of Salberg & Company, P.A. as our independent auditor for the fiscal year ending June 30, 2005; and | |||
| (3) | To act upon such other business as may properly come before the Annual Meeting. | |||
Only holders of common stock of record at the close of business on December 6, 2004 will be entitled to vote at the Annual Meeting or any adjournment thereof.
You are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please sign, date and return your proxy to us promptly. Your cooperation in signing and returning the proxy will help avoid further solicitation expense.
BY ORDER OF THE BOARD OF DIRECTORS
STEVEN BETTINGER
DIRECTOR, CHIEF EXECUTIVE OFFICER
DECEMBER 27, 2004
BOCA RATON, FLORIDA
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2004 ANNUAL MEETING OF STOCKHOLDERS
OF
CENUCO, INC.
PROXY STATEMENT
INFORMATION ABOUT THE ANNUAL MEETING
This proxy statement is being furnished to stockholders in connection with the solicitation of proxies by the Board of Directors of Cenuco, Inc., a Delaware corporation (“we,” “us” or “our” ) for their use at our Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Holiday Inn Hotel & Suites located at 1950 Glades Rd., Boca Raton, Florida, on January 27, 2005 at 10:00 a.m. (EST), and at any adjournments thereof. This proxy statement and the accompanying form of proxy are first being mailed to stockholders on or about December 29, 2004. The cost of solicitation of proxies is being borne by us.
PURPOSES OF THE ANNUAL MEETING
At the Annual Meeting, our stockholders will consider and vote upon the following matters:
| (1) | the election of four directors for a term of one year, or until their successors are duly elected and qualified; | |||
| (2) | the ratification of the selection of Salberg & Company, P.A. as our independent auditor for the fiscal year ending June 30, 2005; and | |||
| (3) | any other business as may properly come before the Annual Meeting. | |||
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why did you send me this proxy statement?
We sent you this proxy statement and the enclosed proxy card because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you need to know to vote at the Annual Meeting on January 27, 2005, and at any adjournment of the meeting, for the purposes indicated in the accompanying Notice of Annual Meeting of Stockholders. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.
This proxy statement and the accompanying proxy card will be mailed to stockholders on or about December 29, 2004.
Who can vote?
You can vote your shares of common stock if our records show that you owned the shares at the close of business on December 6, 2004. A total of 12,697,872 shares of common stock can vote at the Annual Meeting. You get one vote for each share of common stock you own.
How do I vote by proxy?
Follow the instructions on the enclosed proxy card to vote on each proposal to be considered at the Annual Meeting. Sign and date the proxy card and mail it back to us in the enclosed envelope. The proxyholders named on the proxy card will vote your shares as you instruct. If you sign and return the proxy card but do not vote on a proposal, the proxyholders will vote for you on that proposal. Unless you instruct otherwise, the proxyholders will vote FOR the election as directors of the nominees named herein, each to serve for a term of one year, or until their successors are duly elected and qualified, FOR the ratification of the selection of Salberg & Company P.A. as our independent auditor and will use their judgment to vote FOR or AGAINST any other proposals to be considered at the Annual Meeting.
What if other matters come up at the Annual Meeting?
The matters described in this proxy statement are the only matters we know will be voted on at the Annual Meeting. If other matters are properly presented at the meeting, the proxyholders will vote your shares as they see fit.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change your vote either by giving our corporate secretary a written notice revoking your proxy card, or by signing, dating and returning to us a new proxy card, or by attending the Annual Meeting and voting in person. We will honor the proxy card with the latest date.
Can I vote in person at the Annual Meeting rather than by completing the proxy card?
Although we encourage you to complete and return the proxy card to ensure that your vote is counted, you can attend the Annual Meeting and vote your shares in person.
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What do I do if my shares are held in “street name”?
If your shares are held in the name of your broker or other nominee, that party should give you instructions for voting your shares.
How are votes counted?
We will hold the Annual Meeting if holders of a majority of the shares of common stock entitled to vote either sign and return their proxy cards or attend the Annual Meeting. If you sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on any of the proposals listed on the proxy card. A majority of the outstanding shares will constitute a quorum at the meeting.
Who will count the votes?
American Stock Transfer & Trust Company, our transfer agent, will tabulate the returned proxy votes by mail. An officer of our company will serve as the election inspector and will tabulate the votes at the meeting. The election inspector will treat shares represented by properly signed and returned proxies that reflect abstentions from voting as shares that are present and entitled to vote for purposes of determining the presence of a quorum on all matters.
Who pays for this proxy solicitation?
We do. In addition to sending you these materials, some of our employees may contact you by telephone, by mail, or in person. None of these employees will receive any extra compensation for doing this. We may request persons holding shares in their names for others to forward soliciting materials to our principals to obtain authorization for the execution of proxies, and we will reimburse such persons for their expenses in so doing.
Who can help answer my questions?
If you have any questions concerning any proposal or the Annual Meeting, or if you would like additional copies of the proxy statement or if you will need special assistance at the meeting, please call Steven Bettinger, our Chief Executive Officer, at (561) 994-4446.
You are requested, regardless of the number of shares you hold, to sign the attached proxy card and return it promptly in the enclosed envelope.
The summary information provided above in “question and answer” format is merely a brief description of material information contained in this proxy statement.
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PROPOSAL 1
ELECTION OF DIRECTORS
General
Our Board of Directors has recommended and nominated each of the individuals listed below for election to our Board of Directors at the Annual Meeting. Each duly elected director will hold office until his death, resignation, retirement, removal, disqualification, or until his successor shall have been elected and qualified. The nominees for director named in this Proposal 1 must receive a plurality of the votes cast in person or by proxy in order to be elected. Stockholders may vote in favor of all the nominees or may withhold their vote from any or all nominees. Votes that are withheld with respect to this matter will be excluded entirely from the vote and will have no effect, other than for purposes of determining the presence of a quorum. Brokers that do not receive instructions are entitled to vote those shares with respect to the election of directors.
Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy will be voted for the election of the nominees listed below. Although our Board of Directors does not contemplate that the nominees will be unable to serve, if such a situation arises prior to the Annual Meeting, the persons named in the enclosed proxy will vote for the election of such other person(s) as may be nominated by the Board of Directors.
The Board of Directors unanimously recommends a vote FOR the election of the nominees listed below.
Nominees
Steven M. Bettinger, 33 years old, has served as our Chief Executive Officer, President and director since 1999. Mr. Bettinger serves as an advisor to the E-learning market. Mr. Bettinger received his B.S. in Business Administration from Syracuse University where he attended on scholarship.
Andrew Lockwood, 36 years old, has served as a director since April 2000. Mr. Lockwood is the
principal owner of Black Acre Mortgage, Inc., a mortgage brokerage firm located in Fort Lauderdale,
Florida. Previously, he served as President of Shochet Securities, a division of a publicly traded
financial service
company. Before joining Shochet, Mr. Lockwood was employed as an attorney in the corporate and
securities department of Atlas Pearlman, P.A., a law firm located in Fort Lauderdale, Florida and
Graubard, Mollen & Miller, a law firm located in New York City. Mr. Lockwood received his J.D. from
St. John’s University School of Law and his B.A. from Wesleyan University. Mr. Lockwood is a member
of the New York and Florida Bar Associations and serves on the board of The Daniel Cantor Senior
Center in Sunrise, Florida.
Jack P. Phelan, 53 years old, has served as a director since March 2000. Since June 1998, Mr.
Phelan served as President of Helios International Asset Management, a registered investment
advisor located in Boca Raton, Florida. From January 1995 to June 1998, Mr. Phelan served as
President of Nicholson/Kenny Capital Management, an investment management firm located in Boca
Raton,
Florida. Mr. Phelan is a member of the Association of Investment Management Research, the New York
Society of Security Analysis, the Financial Analysts Society of South Florida, the International
Society of Financial Analysts and the International Association for Financial Planning. Mr. Phelan
is also a member of MENSA and the International Society of Philosophical Enquiry.
Robert Picow, 49 years old, has served as chairman of the Board of Directors since April 22, 2004, and as a director since July of 2003. In 1982, Mr. Picow founded Allied Distributors, a small electronics
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distributorship based in Philadelphia. In 1986, Allied Communications was formed and the company focused on cellular telephones and related products. Allied Communications became one of the leaders in this field and Mr. Picow served as C.E.O. until its merger in 1996 with Brightpoint, a publicly traded communications company. Mr. Picow served as Vice Chairman and a director at Brightpoint until 1997. Mr. Picow served as a director of S.B.A. Communications for a two-year term and is now a director of Streicher Mobile Fueling and Fundamental Management Corporation a private fund management company. Mr. Picow also serves on the Board of Trustees of the Children’s Place at Home Safe, a Palm Beach based charity.
Our Directors And Executive Officers
Our directors are elected annually and hold office until their death, resignation, retirement, removal, disqualification, or the next annual meeting of our stockholders or until their successors are duly elected and qualified. Officers serve at the discretion of the Board of Directors. There is no family relationship between or among any of our directors and executive officers. Our current Board of Directors consists of four persons.
| Name |
Age |
Position |
||||
Steven M. Bettinger |
33 | Director, Chief Executive Officer and President | ||||
Andrew Lockwood |
36 | Director | ||||
Jack Phelan |
53 | Director | ||||
Robert Picow |
49 | Chairman of the Board | ||||
Jordan Serlin |
33 | Chief Operating Officer | ||||
Adam Wasserman |
40 | Chief Financial Officer | ||||
Below is a summary of the business experience of our executive officers who do not serve on the Board of Directors. The business experience of the remaining persons appears under the caption “Proposal 1 – Nominees” set forth above.
Jordan Serlin, 33 years old, became Chief Operating Officer in July of 2003. He served on the Cenuco Advisory Board since March of 2003. Most recently, Mr. Serlin served as CEO, Americas for United Kingdom based Tenestra, Ltd. Tenestra was a leading global developer of component hardware and software for digital and embedded wireless closed circuit television security surveillance systems. Clients and projects included: British Customs, BMW, Pepcor Intl., British Petroleum, and the United States Transportation and Security Administration. Mr. Serlin spearheaded the sale of Tenestra’s core technologies to General Electric’s security subsidiary in late 2002. Mr. Serlin previously served as the chief marketing executive for FortuneCity, an online services provider. He was part of the management team which took that firm to its $90 million IPO in 1998 on the German NeurMarkt. He currently serves on the advisory boards of Sessions.edu, the Calyx Group, the Brainstorm Venture Group, and Cualinet. He currently or previously served as a director on the boards of: LookNbuy, Qool.com, Electronic Hollywood, and Tenestra USA.
Adam Wasserman, 40 years old, was elected as our chief financial officer and controller in May 2004. Mr. Wasserman holds the degree of Bachelor of Administration from the State University of New York at Albany. He is a Certified Public Accountant (New York), and a member of The American Institute of Certified Public Accountant. Mr. Wasserman currently serves as the chief executive officer and director of CFO Oncall, Inc., a firm specializing in financial consulting services that he founded in
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1999, which is located in Weston, Florida. From 1991 to 1999, he was an audit manager at American Express Tax & Business in Fort Lauderdale, Florida, where he served as an outsourced CFO and advisor to a diversified clientele in the technology, medical, retail, and service industries in both the private and public sectors. Mr. Wasserman has also served with Deloitte & Touche, LLP in New York City, where he conducted audits of public and private companies, tax preparation and planning, management consulting, and systems design. He currently serves as the Treasurer of Gold Coast Venture Capital Association, was a former officer of Toastmasters International, and is a member of the Florida Venture Forum, and Weston Chamber of Commerce.
Related Transactions
There were no related party transactions during the past two fiscal years.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors took action at Board meetings or by unanimous written consent five times during the fiscal year ended June 30, 2004. All directors were present for at least 95% of the Board of Directors meetings or unanimous written consents.
The sole committee of the Board of Directors is the audit committee, consisting of Jack Phelan and Andrew Lockwood, each of whom is independent as defined and required by the rules of the AMEX. Our Board of Directors has determined that Jack Phelan is also an “audit committee financial expert” as defined by the rules promulgated by the SEC.
The audit committee generally has responsibility for appointing, overseeing, and determining the compensation of our independent auditor, reviewing the plan and scope of the auditor’s audit, reviewing our audit and control functions, approving all permitted non-audit services provided by our independent auditor, and reporting to our full Board of Directors regarding all of the foregoing. The audit committee meets with the independent auditor and our management in connection with its review and approval of (i) the unaudited financial statements for inclusion in our quarterly reports on Form 10-QSB and (ii) the annual audited financial statements for inclusion in our Annual Report on Form 10-KSB. Additionally, the audit committee provides our Board of Directors with such additional information and materials as it may deem necessary to make our Board of Directors aware of significant financial matters that require its attention. The audit committee’s goals and responsibilities are set forth in an audit committee charter, a copy of which is attached as Annex A. The Audit Committee held one meeting during the fiscal year ended June 30, 2004 and each member attended the meeting. The Audit Committee Report is set forth below.
We do not have a compensation committee or a nominating committee. Decisions concerning executive officer compensation for 2004 were made by the full Board of Directors. Mr. Bettinger is the only director who is also an officer.
We do not have a nominating committee because we believe that as a small business issuer, it is not necessary for us to have a separate nominating committee. Rather, the full Board of Directors participates in the consideration of director nominees. At this time the Board of Directors does not have a policy with regard to the consideration of any director candidates recommended by stockholders because historically we have not received recommendations from our stockholders and the costs of establishing and maintaining procedures for the consideration of stockholder nominations would be overly burdensome.
In making its nominations, the Board of Directors identifies candidates who meet the current challenges and needs of the Board of Directors. In determining whether it is appropriate to add or remove
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individuals, the Board of Directors will consider issues of judgment, diversity, age, skills, background and experience. In making such decisions, the Board of Directors considers, among other things, an individual’s business experience, industry experience, financial background and experiences. The Board of Directors uses multiple sources for identifying and evaluating nominees for Directors including referrals from current directors and input from third party executive search firms.
All of the nominees are currently serving as members of our Board of Directors.
Report of the Audit Committee
The audit committee has reviewed and discussed the audited financial statements with management and the independent auditors. In fulfilling its responsibilities, the audit committee discussed with the independent auditors the matters that are required to be discussed by Statement on Auditing Standards No. 61. In addition, the audit committee received from the independent auditors the written disclosures and letter required by Independence Standards Board Standard No. 1, and the audit committee discussed with the independent auditors that firm’s independence.
Based upon the audit committee’s discussions with management and the independent auditors and the audit committee’s review of the representations of management and the report and letter of the independent auditors provided to the audit committee, the audit committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004 for filing with the SEC.
Respectfully Submitted:
Jack Phelan
Andrew Lockwood
Family Relationships
There is no family relationship between or among any of our directors and executive officers.
Code of Ethics
We have adopted a Code of Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller. The Code of Ethics is located on our internet web site at www.cenuco.com under “Investor Relations.”
Compliance with Section 16(a) of the Securities Exchange Act Of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own beneficially more than ten percent of our common stock, to file reports of their stock ownership and changes of their stock ownership with the SEC. Based solely on the reports we have received and on written representations from these reporting persons, we believe that our directors, executive officers, and our ten percent stockholders have complied with Section 16(a) of the Securities Exchange Act of 1933.
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Executive Compensation
The table below sets forth information relating to the compensation we paid during the past three fiscal years to: (i) the President and Chief Executive Officer; and (ii) each other executive officer who earned more than $100,000 during Fiscal 2004, 2003 and 2002 (the “Named Executive Officers”).
| Annual Compensation |
||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||
| Annual | Restricted | Securities | All Other | |||||||||||||||||||||||||
| Compen- | Stock | Underlying | Compen- | |||||||||||||||||||||||||
| Name and Principal Position |
Year |
Salary($) |
Bonus($) |
sation($) |
Awards ($) |
Options(#) |
sation($) |
|||||||||||||||||||||
Steven M. Bettinger |
2004 | $ | 242,692 | $ | 71,000 | (1) | -0- | $ | 97,000 | (4) | 100,000 | -0- | ||||||||||||||||
President and Chief Executive |
2003 | $ | 250,000 | $ | 82,000 | (2) | -0- | $ | 42,000 | (5) | 100,000 | -0- | ||||||||||||||||
Officer |
2002 | $ | 239,615 | $ | 15,000 | (3) | -0- | $ | 35,000 | (6) | 100,000 | -0- | ||||||||||||||||
Robert Picow, |
2004 | $ | 449,300 | (7) | $ | — | -0- | $ | 9,700 | (8) | 10,000 | -0- | ||||||||||||||||
Chairman of the Board |
2003 | $ | — | $ | — | -0- | $ | 6,500 | (9) | 5,000 | -0- | |||||||||||||||||
| 2002 | $ | — | $ | — | -0- | — | — | -0- | ||||||||||||||||||||
Jordan Serlin, |
2004 | $ | 19,231 | $ | 86,000 | (10) | $ | 37,659 | (12) | $ | 58,200 | (11) | 60,000 | -0- | ||||||||||||||
Chief Operating Officer |
2003 | $ | — | $ | — | -0- | — | — | -0- | |||||||||||||||||||
| 2002 | $ | — | $ | — | -0- | — | — | -0- | ||||||||||||||||||||
| (1) | Represents the issuance of 100,000 shares of common stock at a fair market value of $0.71 on the date of issuance. | |
| (2) | Represents the issuance of 100,000 shares of common stock at a fair market value of $0.82 on the date of issuance. | |
| (3) | Represents the issuance of 42,857 shares of common stock to Steven Bettinger at a fair market value of $.35 on the date of issuance. | |
| (4) | Represents value of 100,000 stock options granted at a fair market value on date of grant of $0.97. | |
| (5) | Represents value of 100,000 stock options granted at an exercise price of $.42. | |
| (6) | Represents value of 100,000 stock options granted at an exercise price of $.35 | |
| (7) | Represents the issuance of 125,000 shares of common stock at a average fair market value of $3.59 on the date of issuance which were issued in lieu of a salary. | |
| (8) | Represents value of 10,000 stock options granted at a fair market value on date of grant of $0.97. | |
| (9) | Represents value of 5,000 stock options granted at a fair market value on date of grant of $1.30. | |
| (10) | Represents the issuance of 20,000 shares of common stock at a fair market value of $4.30 on the date of issuance. | |
| (11) | Represents value of 60,000 stock options granted at a fair market value on date of grant of $0.97. | |
| (12) | Represents amount paid during year as independent contractor. |
The following table sets forth information concerning individual grants of options made during Fiscal 2004 to the Named Executive Officers.
| % of Total | ||||||||||||||||
| Number of Shares | Options Granted | Exercise or | ||||||||||||||
| Underlying Options | to Employees in | Base Price | Expiration | |||||||||||||
| Name |
Granted (#) |
Fiscal Year |
($/Sh) |
Date |
||||||||||||
Steven M. Bettinger |
100,000 | 19.8 | % | $ | 1.15 | January 2014 | ||||||||||
Robert Picow |
10,000 | 2.0 | % | $ | 1.15 | January 2014 | ||||||||||
Jordan Serlin |
60,000 | 11.9 | % | $ | 1.15 | January 2014 | ||||||||||
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Stock Options Held At End Of Fiscal 2004
The following table indicates the total number and value of exercisable and unexercisable stock options held by Named Executive Officers as of June 30, 2004.
| Number of Securities | Value of Unexercised | |||||||||||||||
| Underlying Unexercised | In-the-Money | |||||||||||||||
| Options at Fiscal Year-End (#) |
Options at Fiscal Year-End ($) (1) |
|||||||||||||||
| Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
|||||||||||||
Steven M. Bettinger |
200,000 | 200,000 | $ | 970,000 | $ | 970,000 | ||||||||||
Robert Picow |
1,667 | 13,333 | $ | 8,085 | $ | 64,665 | ||||||||||
Jordan Serlin |
— | 60,000 | $ | — | $ | 291,000 | ||||||||||
| (1) | Based on the AMEX last sales price for our common stock on September 14, 2004 in the amount of $4.85 per common share. |
Director Compensation
We do not currently pay any cash directors’ fees, but we pay the expenses of our directors in attending board meetings. For the fiscal year ended June 30, 2004, options and/or other equity grants to directors were as follows:
Jack Phelan and Andrew Lockwood — Each received 27,500 shares of common stock and 10,000 stock options to acquire 10,000 shares of common stock at an exercise price of $1.15.
Employee Stock Option Plan
While we have been successful in attracting and retaining qualified personnel, we believe that our future success will depend in part on our continued ability to attract and retain highly qualified personnel. We pay wages and salaries that we believe are competitive. We also believe that equity ownership is an important factor in our ability to attract and retain skilled personnel. In 2000, we adopted the 2000 Option Plan (the “Plan”). The purpose of the Plan is to further our interests, and our subsidiaries’ and stockholders’ interests, by providing incentives in the form of stock options to key employees, consultants, directors and others who contribute materially to our success and profitability. The grants recognize and reward outstanding individual performances and contributions and will give such persons a proprietary interest in us, thus enhancing their personal interest in our continued success and progress. The Plan also assists us and our subsidiaries in attracting and retaining key employees and directors. The Plan is administered by the Board of Directors. The Board of Directors has the exclusive power to select the participants in the Plan, to establish the terms of the options granted to each participant, provided that all options granted shall be granted at an exercise price equal to at least 85% of the fair market value of the common stock covered by the option on the grant date and to make all determinations necessary or advisable under the Plan. The number of shares of common stock that may be issued upon the exercise of options granted under the 2000 Plan, as amended, is 3,000,000. As of June 30, 2004, options to purchase a total of 1,361,000 shares had been granted pursuant to the Plan, all of which are outstanding and 702,667 of which are exercisable.
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