NEWS: Ezenia! Inc. Announces Settlement With Stockholder Group and Appointment of Independent Directors
Last update: 7/1/2010 9:00:00 AM
NASHUA, N.H., July 1, 2010 /PRNewswire via COMTEX/ -- Ezenia! Inc. (EZEN), a leading market provider of real-time situation awareness, command and control solutions for corporate and government networks, today announced that it has reached an agreement with the stockholder group led by North & Webster, to settle their potential proxy contest related to Ezenia!'s 2010 annual meeting of stockholders.
As part of the settlement agreement, North & Webster has withdrawn its stockholder nominations and will cease all efforts to nominate or elect its nominees to the Ezenia! Board of Directors in connection with the 2010 annual meeting.
Ezenia! will not be adding any of North & Webster's nominees to the Board of Directors at this time, but instead North & Webster will have the right to appoint Samuel A. Kidston or another nominee to the Board in January 2011 in the event that Ezenia! does not meet the revenue and operating income targets in its operating budget for fiscal year 2010. A summary of the settlement agreement will be included in Ezenia!'s current report on Form 8-K to be filed today with the Securities and Exchange Commission.
Given the resolution of the potential proxy contest, Ezenia! has set the date for its 2010 annual meeting of stockholders. The annual meeting will take place on Monday, July 26, 2010, with Ezenia! stockholders of record as of the close of business on May 27, 2010 being entitled to vote at the meeting.
Ezenia! also announced that it has increased the size of its Board of Directors from five to seven directors, and that Peter Janke and Larry Snyder have been appointed as Class I directors, to hold office until the 2011 annual meeting of stockholders. Messrs. Janke and Snyder will serve as additional independent directors, and are not affiliated with the North & Webster stockholder group.
Peter Janke is the Executive Vice President of the Seneca Group, LLC where he launched a consulting practice in corporate restructuring and revitalization. He has served as CEO of a $40 million client company in a turnaround situation and successfully stabilized it within nine months. Mr. Janke also served as the Chief Operating Officer of Raytheon Information Solutions where he assumed operating control of $300 million Federal Information Technology business scattered among several business units and was chartered to consolidate contracts, business practices, personnel and market strategies. He was also the Senior Vice President of Business Development at STG, Inc. and the Senior Vice President of Marketing & Sales at Litton Information Systems Group. Mr. Janke earned a MA at Georgetown, a BA at the University of Wisconsin and has attended the Executive Education Programs at the Harvard Business School. Mr. Janke is a Vietnam veteran who served in the US Air Force and carries a current Top Secret clearance.
Larry Snyder is the Managing Director and principal of Quinault Capital, LLC, a privately held investment banking and consulting firm. Prior to co-founding Quinault Capital, Mr. Snyder was managing director at CRT Capital, an investment banking firm based in Connecticut. His investment experience spans a total of 34 years in financial management, which includes 4 years at Merrill Lynch, 24 years at Refco, and 2 years at Pali Capital. At Refco, he directed the implementation of corporate and union pension securities in excess of $100 billion. Refco's Pension Investment Monitoring and Evaluation Services portfolios were $400 million to $20 billion in asset size. He previously served on the Washington State University's Business School Board for over 15 years and Eton Technical Institute's Board of Directors for 12 years. His professional licenses include Series 3, 6, 7, 24, 26 and 63. Mr. Snyder majored in finance at Montana State University and at Washington State University.
"As members of the Ezenia! Board of Directors, Messrs. Janke and Snyder's background will provide valuable guidance as the company expands its presence in the Government and Commercial Sectors," said Khoa Nguyen, Ezenia! Chairman and Chief Executive Officer. "I am excited about the prospect of Messrs. Janke and Snyder providing Ezenia! with the insight, experience, and wisdom to help the company navigate through ever increasingly complex markets and achieve its growth objectives."