Posted on 03/06/2007 10:10:25 AM PST by Calpernia
In August 2004, we engaged Giuliani Partners LLC as our strategic marketing partner and advisor. Giuliani Partners has extensive experience in advising corporations and organizations in various business sectors. The engagement agreement had an effective date of September 1, 2004.
Giuliani Partners has been engaged, on a non-exclusive basis, to provide advice and assistance to us regarding issues associated with our proprietary DNA embedded security solutions. Giuliani Partners will assist us with strategic positioning and enhancement of our business, and will assist us in the development of domestic and international marketing strategies for our DNA products and services. The term of the engagement is one year from the effective date, with automatic one year renewals unless either party expresses, in writing, an intention not to renew within 60 days prior to the expiration of the term.
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As compensation for Giuliani Partners' performance, we will pay Giuliani Partners an aggregate advisory fee of $2,000,000 payable in increments over the term and renewal term. The initial payment of $500,000 was made by us on or about September 7, 2004. Additionally, we will issue a net-exercisable warrant to purchase shares of our common stock at a later date. Fees were placed in escrow during Giuliani Partners' completion of its due diligence review.
All our promotional materials will be submitted to Giuliani Partners for its review, including all advertising, written sales promotion, press releases, news clippings and other publicity matters relating to Giuliani Partners' engagement and the strategic relationship created.
We have agreed to maintain confidentiality with regard to our relationship with Giuliani Partners, wherever appropriate, and have indemnified Giuliani Partners, its controlling persons, respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives and will hold them harmless against any actions, judgments, claims, etc.
EMPLOYEES
As of February 10, 2005, we employed 12 full-time employees, of which six are in management, four in sales & marketing and two in administration. We believe that our relations with our employees are good.
DESCRIPTION OF PROPERTIES
Presently, we maintain our principal office at 9229 W. Sunset Boulevard, Suite 830, Los Angeles, California 90069. We signed a lease for our office space in November 2003. The office space, which is provided to us for $11,312.70 per month for the first twelve months of the lease, for $11,635.92 for the second 12 months and $12,031.01 for the last 12 months of the lease, has approximately 5,387 square feet. We believe that our current office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.
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LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Names: Ages Titles: Board of Directors ----- ---- ------- ------------------ Rob Hutchison 49 Chairman & CEO Director Peter Brocklesby 52 President Director Lawrence Lee 44 Chief Technology Director Strategist Michael Hill 44 Director Ron Erickson 61 Director Karin Klemm 38 Secretary
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Currently there are three seats on our board of directors.
Currently, our Directors are not compensated for their services. Officers are elected by the Board of Directors and serve until their successors are appointed by the Board of Directors. Biographical resumes of each officer and director are set forth below.
Chairman of the Board and Chief Executive Officer - Robin Hutchison
In November 2003, Robin "Rob" Hutchison joined our Board of Directors. On December 12, 2003, he was appointed Chairman of the Board and on March 1, 2004, he was appointed Chief Executive Officer. Previously, Mr. Hutchison served on Board of Directors of PowerHouse Technologies Group, Inc., the developer of mobile computing solutions that enhance personal productivity. He is the founder of several companies, including eCharge Corporation of Seattle, Washington, specialists in alternative payment methods for the Internet. Mr. Hutchison served as eCharge's president and chief technical officer and played an integral role in raising in excess of $90 million in private funding. Mr. Hutchison pioneered, and holds the patent pending on, unique digital certificate technology using Bio-metrics that enabled eCharge to provide secure Internet commerce transactions.
Prior to co-founding eCharge, Mr. Hutchison was president of Canada-based SNI Corporation, specialists in the integration of SUN Microsystems UNIX-based systems and Internet and computer firewall security. Mr. Hutchison also served as the western regional director of sales and operations for Everex Canada Inc. and as vice president and co-founder of Vivox International Inc.
Mr. Hutchison remains on the Board of Directors of eCharge. He retired from that company in 2002 to assist in the development of several start-ups and mature technology companies, including Bit Learning, Via Vis Technologies Inc., One Person Health Inc. and Applied DNA Canada. Mr. Hutchison is a member of the Board of Directors of Golden Goliath Resources and Serebra Learning Corporations.
President - Peter Brockelsby
Mr. Brocklesby graduated from Leeds University, UK with a BA Honors degree in History in 1970. He attended the Royal Air Force College, UK and was commissioned in the RAF. In 1977, after 7 years service in the UK Armed Forces, Mr. Brocklesby left to become Director of Logistics for Air Asia (Air America), a US defense contractor providing support for the US military and for other governments in Asia.
Following acquisition of Air Asia by E-Systems, Inc., a multi-billion dollar defense contractor, and now part of Raytheon, Mr. Brocklesby was appointed VP Marketing. E-Systems specialized in the development and integration of advanced airborne and land-based military and government communications systems, electronic warfare equipment, electronic surveillance and airborne intelligence gathering systems.
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As an independent businessman, Mr. Brocklesby developed sophisticated electronics systems for commercial aircraft in a joint-venture with Plessey, a multi-billion dollar defense contractor and avionics manufacturer. The products included satellite communication systems, on-board electronic management systems and fully interactive video, audio and voice/data communications systems. Mr. Brocklesby has extensive experience in the development, commercialization and marketing of new technologies and has many contacts in the aerospace, defense, electronics and telecommunications industries worldwide.
Chief Technology Strategist and Director - Larry Lee
Larry Lee served as President, CEO and Director from September of 2002 to March 1st, 2004, when he assumed the role of Chief Technology Strategist. Lee has over 20 years of leadership experience in technology and telecommunications with both Fortune 500 companies and start-up organizations. His roles have ranged from Senior scientist to CEO, managing all aspects of business development including technical, financial, resource management and marketing.
Prior to becoming president and CEO of the Company, Lee has held management positions at Hughes Aircraft, Boeing and General Motors where he worked on innovative and cutting-edge new technology.
While working in the environment of Fortune 500 companies, he led the new initiatives divisions where he mastered entrepreneurial skills by developing a variety of new business ventures. His success was so notable that he was awarded the coveted Six Sigma Black Belt training award for his accomplishments. This is an award that is given after an intensive program to groom high corporate achievers to learn how to make companies successful.
He recently successfully initiated the start-up of three satellite telecommunications product lines for wireless, broadband and multi-media applications with sales exceeding $200 million. He was also instrumental in directing the development of integrated data and software systems for the automotive industry, military and government security programs.
Lee currently serves on the board of advisors and/or partners for several U.S. and international companies including: Dery Resources Inc.; IMC, and VO Management, LLC.
Lee has a Master of Science in Computer/Electronic Engineering from California State University and a Bachelor of Science in Mechanical/Biomedical Engineering from Virginia Tech. He has also received advanced training in Business Executive Management and Finance from University of California, Los Angeles and the Hughes Education Center.
Consultant and Director - Michael E. Hill
Mr. Hill has 18 years of experience in venture capital finance, investment banking and business development in North America and Europe. Hill has been involved in the initial funding and start-up of numerous companies including: multi-media, technology, biotech and the resource sectors. He has successfully completed transactions ranging as high as $200 million and has been an intricate participant in many acquisition and merger strategies. Hill is currently a major shareholder in a west coast commercial real estate company and retail chain. He is also serving as the trustee and governor for the Shawnigan Lake School, a top ranked, international private school in Canada.
Previous to joining the Applied DNA Sciences team, Hill was an Investment Banker at Research Capital from 1997-2002 where he managed a portfolio exceeding $300 million. At Research Capital Hill worked closely with senior executives and Management in developing new product, marketing, recruiting, due diligence and structuring investment banking deals. Prior to working with Research Capital, Hill performed similar tasks with Scotia Capital Markets and Burns Fry Ltd. He was employed with these companies from 1987 until 1997.
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Director - Ronald P. Erickson
Ronald Erickson has over thirty years of experience as a manager, attorney and senior level executive. In January 2004, Mr. Erickson was appointed to the Company's Board of Directors. From 1997 through the present, Mr. Erickson served as Chairman and Chief Executive Officer of eCharge Corporation in Seattle, Washington where he played a major role in raising approximately $90 Million in equity capital from major international investors including Deutsche Telkom's venture arm, Korea Telecom, National Data Corp. and others. Previously, from 1995 through 1997, he served as Chairman and Chief Executive Officer of Globaltel Resources, Inc. where he co-founded and lead the worldwide financing efforts and managed all aspects of growth of this privately held international telecommunications and networking company. From 1992 through 1994, he was Chairman, Interim President and Chief Executive Officer of Egghead Software, Inc. in Issaquah, Washington.
Secretary - Karin Klemm
On August 2, 2004, Applied DNA Sciences, Inc. (the "Company") appointed Karin Lise Klemm to the position of Chief Operating Officer and Secretary. In that capacity, Ms. Klemm oversees the day-to-day operations of the Company. Ms. Klemm continues to serve as President of Poly Pacific Entertainment, Inc., an entertainment company based in Beverly Hills, where she began her employ in that role in August of 1999. Since August of 2003, Ms. Klemm has served as Chief Executive Officer to Uncensored Music Network, Inc., also an entertainment company. Previously, from 1997 through 2000, Ms. Klemm was a branch manager of RH11, an executive search firm in Los Angeles, California.
ROFL --- very fitting.
Good question.
BPS technology uses advanced electronics to enable the handheld to transmit a specific radio frequency (RF) signal. When this signal reaches a RadarGolfBall, the ball returns a separate specific RF signal. The handheld receiver is tuned to “listen”for the signal from the ball. An LCD provides visual feedback and an audio tone allows you to hone in on your lost ball. You will receive stronger feedback as you get closer to your ball.
The pouch looks like it will make a pretty stylish purse for you Cal:
The handheld will locate all RadarGolfballs (in your pocket, golf bag or golf cart for example). It is critical that you keep all RadarGolf balls shielded from detection. Place all spare balls in the Shield-It pouches. The pouches are made with a special metallic fabric that blocks radio frequency signals and allows you to find only your “ball in play”when searching. Use the large pouch in your golf bag to store a dozen balls and the small pouch in your pocket for one ball.
Now actually, I think that is cool. I don't mind chips in IDs, golf balls and such.
I am against forced chipping of animals and humans.
And frith, don't think that will help the ball stay out of trees (teasing).
I can think of wives who would not restrict chips to golf balls...
Think of all the money insecure wives would save on private investigators!
(husbands everywhere, beware)
Especially Bill - comming soon - the Hillary virtual lock box
Awful sure of themselves aren't they, to be so closely tied to such a thing.
Another great catch by you!
This is my complaint with Tommy Thompson, too. He said he'd get "chipped" a few years ago, but so far he hasn't.
As we discussed elsewhere, he's polling in negative numbers right now, so he's got a lot of ground to cover between now and the primary, anyway.
Thanks for the warning!
And the FReepmail.
Giuliani Partners is owned or run by a certain component of Rudy McRomney, I take it?
Rudy Giuliani, former mayor of NYC and Presidential Candidate 2008. He is selling his interests though.
http://www.iht.com/articles/2007/03/06/news/macquarie.php
Giuliani is selling his investment firm to focus on election campaign
I really don't follow you on what you're saying. Can you spell it out for me, please.
She doesn't care.
As long as he lets her have as many trysts with Janet Reno et al as often and long as she wants . . . as many orgies at Camp David as she wants . . . She does not care.
Only when it threatens her power mongering does she care.
What a wicked wench.
With respect to which proposition?
How can a corporate entity, specifically a vc firm, have a have a political identity - are corporations now registering party affiliation?
QX: Certainly corporations ran by rabid globalists do all they can to further the globalist treason--including hiding evil and pushing HARXIST--super evil. This is not new information.
We're for less government involvement in our personal lives, right
Now that the enemy is in our midst, should we throw "Trust but verify" out with the bathwater? This is September 10 thinking.
QX: I don't understand your reasonong or meaning on this. Please spell it out, for me.
http://www.freerepublic.com/focus/news/1797769/posts
Giuliani sells consulting firm to Macquarie
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