Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: Swartz and Johnson sure are busy
Carlton M. Johnson
Director
Peregrine Pharmaceuticals, Inc.
Tustin , CA
Sector: HEALTHCARE / Biotechnology
Director and Secretary , CryoPort, Incorporated
Lake Forest , CA
Sector: CONSUMER GOODS / Packaging & Containers
Officer since May 2009
Director , Ecotality Inc
Scottsdale , AZ
Sector: UTILITIES / Electric Utilities
Director , Patriot Scientific Corporation
San Diego , CA
Sector: TECHNOLOGY / Communication Equipment
48 Years Old
Mr. Johnson has served as a director since November 1999. Mr. Johnson currently serves as in-house legal counsel for Roswell Capital Partners, LLC and has served as in-house legal counsel for Equiplace Securities, LLC and Swartz Investments, LLC since 1996. Mr. Johnson has been an active member of the Alabama State Bar since 1986, the Florida Bar since 1988, and the State Bar of Georgia since 1997. He has been a shareholder in the Florida AV-rated, Bar-registered firm of Smith, Sauer, DeMaria & Johnson and Vice President and President-Elect of the 600 member Escambia-Santa Rosa Bar Association. He also served on the Florida Bar Young Lawyers Division Board of Governors. Mr. Johnson earned his degree with high honors in History/Political Science at Auburn University and his Juris Doctor, also with high honors, at Samford University - Cumberland School of Law. Mr. Johnson also serves on the board of Patriot Scientific Corporation and CryoPort, Inc., both publicly traded companies.
Director Compensation (Peregrine Pharmaceuticals, Inc.) for 2009
|
Fees earned or paid in cash |
$140,000.00 |
|
Stock awards |
$0.00 |
|
Option awards (in $) |
$34,521.00 |
|
Non-equity incentive plan compensation |
$0.00 |
|
Change in pension value and nondisqualified compensation earnings |
$0.00 |
|
All other compensation |
$0.00 |
|
Total Compensation |
$174,521.00 |
Director Compensation (Patriot Scientific Corporation) for 2009
|
Fees earned or paid in cash |
$142,200.00 |
|
Stock awards |
$0.00 |
|
Option awards (in $) |
$0.00 |
|
Non-equity incentive plan compensation |
$0.00 |
|
Change in pension value and nondisqualified compensation earnings |
$0.00 |
|
All other compensation |
$0.00 |
|
Total Compensation |
$142,200.00 |
Re: Ecotality http://app.quotemedia.com/quotetools/showFiling.go?webmasterId=91327&name=ECOTALITY, INC.: PRE 14A, Sub-Doc 1&link=http%3A//quotemedia.10kwizard.com/filing.xml%3Frid%3D23%26ipage%3D7030953%26DSEQ%3D1%26SQDESC%3DSECTION_BODY%26doc%3D1&cp=on&type=HTML
PROPOSAL 1 – ELECTION OF DIRECTORS
At the Meeting, seven (7) nominees for director are to be elected to hold office until the 2011 Annual Meeting of Stockholders and until their successors have been elected and qualified. The nominees for election as directors are Jonathan R. Read, Barry S. Baer, E. Slade Mead, Carlton Johnson, Daryl Magana, Jack Smith and Dave Kuzma. Information concerning each of the nominees is set forth below. The persons named in the enclosed proxy card have been advised that, unless otherwise directed on the proxy card, they intend to vote FOR the election of the nominees, and that should any nominee become unable or unwilling to serve for any reason, votes will be cast for a substitute nominee designated by the Board of Directors, but in no event will the proxy be voted for more than seven nominees for director. The Board of Directors has no reason to believe the nominees named will be unable or unwilling to serve if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES AS DIRECTORS TO SERVE UNTIL THE COMPANY’S 2011 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
Information Regarding Nominees and Directors
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Names: |
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Ages |
|
Titles: |
|
Board of Directors |
|
Jonathan R. Read |
|
53 |
|
Chief Executive Officer and President |
|
Director |
|
Barry S. Baer |
|
66 |
|
Chief Financial Officer |
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Director |
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E. Slade Mead |
|
48 |
|
|
|
Director |
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Carlton Johnson |
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50 |
|
|
|
Director |
|
Daryl Magana |
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41 |
|
|
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Director |
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Jack Smith |
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41 |
|
|
|
Director |
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Dave Kuzma |
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64 |
|
|
|
Director |
Carlton Johnson, Director
Mr. Johnson has been a Director since October 2009. Mr. Johnson has been In-House Legal Counsel of Roswell Capital Partners, a fund management company located in Alpharetta, GA since April 1996. His responsibilities include general corporate, securities law, business litigation, and corporate governance. Mr. Johnson has been a member of the Alabama Bar since 1986, the Florida Bar since 1988, and the State Bar of Georgia since 1997. From 1993 to 1996 he served on the Florida Bar Young Lawyers Division Board of Governors. Mr. Johnson earned a degree in History/Political Science, with high honors, at Auburn University in 1982 and Juris Doctorate at Samford University – Cumberland School of Law, with high honors in 1986. He has served on the Board of Directors for Peregrine Pharmaceuticals Inc., a biopharmaceutical company located in Tustin, CA since 1999. He is the Chair of their Audit Committee, and has served in various positions for this biotech company including assisting in business development and licensing, financing and general corporate governance. Since 2001, Mr. Johnson has served on the Board of Directors of Patriot Scientific, Inc, an intellectual property licensing company located in Carlsbad, CA. He is Chair of the Compensation Committee and serves on the Audit Committee, as well as the Executive Committee and is Patriot Scientific Co-Chair to the holding company for intellectual property licensing and enforcement.
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BENEFICIAL OWNERSHIP AT JUNE 25, 2010 |
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Percent of |
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Title of |
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Of |
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Class |
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Name of Beneficial Owner |
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Number of Shares Beneficially Owned |
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Class |
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Common Stock |
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Harold Sciotto, Secretary, Treasurer |
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(1 |
) |
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|
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|
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|
|
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95,098 |
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1.06 |
% |
|
Common Stock |
|
Jonathan R. Read, CEO, President and Director |
|
(1 |
) |
|
(12 |
) |
|
|
|
|
|
905,173 |
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10.06 |
% |
|
Common Stock |
|
Donald Karner, CEO, ECOtality North America Subsidiary |
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(1 |
) |
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(16 |
) |
|
|
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|
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463,240 |
|
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|
5.15 |
% |
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Common Stock |
|
Kevin Morrow, Vice President, ECOtality North America |
|
(1 |
) |
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(17 |
) |
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|
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|
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206,560 |
|
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|
2.30 |
% |
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Common Stock |
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Daryl Magana, Director |
|
(1 |
) |
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(14 |
) |
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406,096 |
|
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4.52 |
% |
|
Common Stock |
|
Barry Baer, CFO, Director |
|
(1 |
) |
|
(13 |
) |
|
|
|
|
|
12,500 |
|
|
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0.14 |
% |
|
Common Stock |
|
Jack Smith, Director |
|
(1 |
) |
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(19 |
) |
|
|
|
|
|
13,000 |
|
|
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0.14 |
% |
|
Common Stock |
|
Dave Kuzma, Director |
|
(1 |
) |
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(19 |
) |
|
|
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|
16,000 |
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0.18 |
% |
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Common Stock |
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Carl Johnson, Director |
|
(1 |
) |
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(19 |
) |
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14,000 |
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0.16 |
% |
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Common Stock |
|
Edward S Mead, Director |
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(1 |
) |
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(18 |
) |
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|
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24,776 |
|
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0.28 |
% |
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Officers and Directors as a Group |
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2,156,443 |
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Common Stock |
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Enable Growth Partners LP, Enable Opportunity Partners, LP & |
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(2 |
) |
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(7 |
) |
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(11 |
) |
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898,496 |
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9.99 |
% |
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Pierce Diversified Strategy Master Fund, LLC |
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Common Stock |
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BridgePointe Master Fund Ltd, Providence Christian Foundation |
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(4 |
) |
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(8 |
) |
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(11 |
) |
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898,496 |
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9.99 |
% |
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Inc. |
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Common Stock |
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Valley 2010 Investment LLC., Global LearnNet Ltd. |
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(5 |
) |
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(9 |
) |
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(11 |
) |
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1,388,889 |
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15.44 |
% |
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Marion Lynton, Ardsley Partners Institutional, Ardsley Partners |
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Common Stock |
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Fund, Ardsley Offshore Fund, Ardsley Partners Renewable, Ardsley |
|
(3 |
) |
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(10 |
) |
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(11 |
) |
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898,496 |
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9.99 |
% |
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Renewable Offshore |
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Common Stock |
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Edison Enterprises |
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(6 |
) |
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(15 |
) |
|
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555,556 |
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6.18 |
% |
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Common Stock |
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Officers, Directors and 5% Shareholders, as a Group |
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|
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6,796,374 |
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14
Notes:
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(1) |
The address for these shareholders is c/o ECOtality, Inc., 80 E. Rio Salado Parkway, Suite 710, Tempe, AZ 85281 |
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(2) |
The address for these shareholders is One Ferry Building, Suite 255, San Francisco, CA 94111 |
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(3) |
The address for these shareholders is 262 Harbor Drive, Stamford, CT 06902 |
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(4) |
The address for these shareholders is 1120 Sanctuary Pkwy, Suite 325, Alpharetta, GA 30004. |
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(5) |
The address for these shareholders is 12167 Kate Dr. Los Altos Hills, CA 94022 |
|
(6) |
The address for these shareholders is 2244 Walnut Grove, Rosemead, CA 91770 |
|
(7) |
Enable Growth Partners, LP, Enable Opportunity Partners, LP, and Pierce Diversified Strategy Master Fund LLC, are presented here as an affiliated group (Enable). This affiliation is described in the 13G filing on December 31, 2009 by Enable Capital Management, LLC, (ECM) Enable Growth Partners, LP (EGP) and Mitchell S. Levine. "The securities" are "owned by EGP, and other client accounts, for which ECM serves as general partner and/or investment manager. ECM, as EGP's and those other investment limited partnerships' and client accounts' general partner and/or investment manager, and Mitchell S. Levine, as managing member and majority owner of ECM, may therefore be deemed to beneficially own the Securities owned by EGP and such other investment limited partnerships and client accounts for the purpose of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended (the "Act"), in so far as they may be deemed to have the power to direct the voting or disposition of those Securities." |
|
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Enable Growth Partners, LP, Enable Opportunity Partners, LP, and Pierce Diversified Strategy Master Fund LLC, collectively own an aggregate of 741,552 shares of our common stock, or 8.25% of our total issued and outstanding. |
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Enable Growth Partners, LP, Enable Opportunity Partners, LP, and Pierce Diversified Strategy Master Fund LLC, collectively have 277,778 Warrants associated with the October 31, 2009 Securities Purchase Agreement which are currently exercisable at $9.00 per share. |
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Enable Growth Partners, LP, Enable Opportunity Partners, LP, and Pierce Diversified Strategy Master Fund LLC, collectively have 4,585,632 preferred shares associated with the October 31, 2009 Securities Exchange Agreement 20% of which 917,126 are currently convertible, with the remainder to become convertible in the next 60 days (June 26 - August 25, 2010) to common shares at a rate of one for one. |
|
|
The percent ownership for Enable in the table above includes their current shares as well as those they have the right to acquire within sixty days subject to the Ownership Limitation of 9.99% (see note 11). Shares owned of 741,522 + warrants 277,778 + Convertible Preferred 4,585,632 = 5,604,932 Ownership before Limitation Beneficial Ownership subject to 9.99% Limitation = Total Outstanding Shares 8,993,950* 9.99% = 898,496 (maximum ownership) - 741,552 (currently outstanding) = 156,493 shares they have rights to acquire in the next 60 days (June 26 - August 25, 2010). |
15
|
(8) |
BridgePointe Master Fund and Providence Christian Foundation collective own an aggregate of 726,666 shares of our common stockor 8.08% of our total issued and outstanding. |
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|
BridgePointe Master Fund and Providence Christian Foundation collectively have 416,666 Warrants associated with the October 31, 2009 Securities Purchase Agreement which are currently exercisable at $9.00 per share. |
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Bridge Pointe Master Fund has 1,222,365 preferred shares associated with the October 31, 2009 Securities Exchange Agreement 20% of which 276,473 are currently convertible, with the remainder to become convertible in the next 60 days (June 26 - August 25, 2010) to common shares at a rate of one for one. |
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|
The percent ownership for BridgePointe and Providence Christian Foundation in the table above includes their current shares as well as those they have the right to acquire within sixty days subject to the Ownership Limitation of 9.99% (see note 7 below). Shares owned of 726,666 + warrants 416.666 + Convertible Preferred 1,222,365 = 2,365,697 Beneficial Ownership Before Limitation Beneficial Ownership subject to 9.99% Limitation = Total Outstanding Shares 8,993,950* 9.99% = 898,496 (maximum ownership) - 726,666 (currently outstanding) = 171,829 shares they have rights to acquire in the next 60 days (June 26 - August 25, 2010). |
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The natural persons with voting or investment power over BridgePointe's shares are Eric S. Swartz and Michael C. Kendrick. |
|
(9) |
Valley 2010 Investment LLC., and Global LearnNet Ltd collectively own an aggregate 1,388 889 shares of our common stock or 15.44% of our total issued and outstanding. |
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|
Valley 2010 Investment LLC., and Global LearnNet Ltd. collectively have 1,388,889 Warrants associated with the October 31, 2009 Securities Purchase Agreement which are currently exercisable at $9.00 per share. |
|
|
Valley 2010 Investment LLC holds 1,430,741 preferred shares associated with the October 31, 2009 Securities Exchange Agreement 20% of which 286,148 are currently convertible, with the remainder to become convertible in the next 60 days (June 26 - August 25, 2010). |
|
|
The percent ownership for Valley 2010 Investment LLC., and Global LearnNet Ltd in the table above includes their current shares as well as well as those they have the right to acquire within sixty days (June 26 - August 25, 2010), subject to the Ownership Limitation of 9.99% (see note 7 below). |
|
|
Shares owned of 1,388,889 + warrants 1,388,889 + Convertible Preferred 1,430,741 = 4,208,519 Beneficial Ownership Before Limitation. Beneficial Ownership subject to 9.99% Limitation = Total Outstanding Shares 8,993,950* 9.99% = 898,496 (maximum ownership) - 1,388,889 (currently outstanding) = 0 shares they have rights to acquire in the next 60 days (June 26 - August 25, 2010). |
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The natural persons with voting or investment power over Valley 2010 Investment LLC. and Global LearnNet Ltd. Is Yuqing Xu. |
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