o
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material under Rule 14a-12
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þ
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No fee required.
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¨
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Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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:
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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):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(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 of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1.
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elect seven directors to our Board of Directors;
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2.
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approve an amendment to our Amended and Restated 2003 Stock Plan to increase the number of shares available for issuance under the plan from 140,000 shares to 340,000 shares;
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3.
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ratify the appointment of Kabani & Company, Inc. as LiveDeal’s independent registered public accounting firm for the fiscal year ending September 30, 2012; and
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4.
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transact such other business that may properly come before the meeting and any adjournments thereof.
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By Order of the Board of Directors,
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Jon Isaac
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President and Chief Executive Officer
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About The Meeting
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1 |
Proposal No. 1 – Election of Directors
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4 |
Board Information and Director Nomination Process
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8 |
Proposal No. 2 – Amendment to Amended and Restated 2003 Stock Plan
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13 |
Proposal No. 3 – Ratification of Our Independent Registered Public Accounting Firm
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17 |
Executive Officers
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19 |
Compensation Discussion and Analysis
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19 |
Summary Compensation Table
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22 |
Employment Agreements
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22 |
Outstanding Equity Awards at Fiscal Year End
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23 |
Director Compensation
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24 |
Equity Compensation Plan Information
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25 |
Compensation Committee Report
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26 |
Audit Committee Report
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26 |
Security Ownership of Certain Beneficial Owners and Management
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28 |
Section 16(a) Beneficial Ownership Reporting Compliance
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29 |
Related Party Transactions
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30 |
Stockholder Nominations and Other Proposals
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30 |
Other Matters
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30 |
Electronic Delivery of Future Annual Meeting Materials
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30 |
Where You Can Find More Information
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31 |
Richard D. Butler, Jr., 62
Audit Committee Member
Corporate Governance and Nominating Committee Chairman
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Mr. Butler is Chairman of the Corporate Governance and Nominating Committee and has served as a director and member of the Audit Committee of our Company since August 2006 (including YP.com from 2006-2007). He is a veteran savings and loan and mortgage banking executive, co-founder and major shareholder of Aspen Healthcare, Inc. and Ref-Razzer Corporation, former Chief Executive Officer of Mt. Whitney Savings Bank, Chief Executive Officer of First Federal Mortgage Bank, Chief Executive Officer of Trafalgar Mortgage, and Executive Officer & Member of the President’s Advisory Committee at State Savings & Loan Association (peak assets $14 billion) and American Savings & Loan Association (NYSE: FCA; peak assets $34 billion). Mr. Butler attended Bowling Green University in Ohio, San Joaquin Delta College in California and Southern Oregon State College.
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Specific Qualifications
:
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·
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Relevant educational background and business experience.
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Extensive experience as Chief Executive Officer for several companies in the banking and finance industries.
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Experience as a public company director.
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Experience in workouts and restructurings, mergers, acquisitions, business development, and sales and marketing.
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Background and experience in finance required for service on Audit Committee.
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Thomas J. Clarke, Jr., 54
Compensation Committee Chairman
Corporate Governance and Nominating Committee Member
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Mr. Clarke is Chairman of the Compensation Committee and has served as a director of our Company since November 2007. Mr. Clarke is currently a director of Reis, Inc. (NASDAQ: REIS), a leading provider of commercial real estate performance information and analysis, and Chief Executive Officer of Weiss Group, LLC, a leading provider of independent research. Mr. Clarke was Chief Executive Officer of TheStreet.com (NASDAQ: TSCM) from October 1999 until March 2009. Prior to joining that company, Mr. Clarke was Chief Executive Officer of Thomson Financial Investor Relations. At that company, Mr. Clarke oversaw the sale of what was then Technimetrics Inc. from Knight-Ridder to Thomson Corporation in 1998. Mr. Clarke has also held management positions at companies such as McAuto Systems Corp. and Media Records. Mr Clarke has over 30 years of experience in the financial information sector and is an active investor of early stage companies in that sector. Mr. Clarke holds an MBA from Hofstra University and a Bachelor’s Degree in Marketing from St. John’s University.
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Specific Qualifications
:
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·
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Relevant educational background and business experience.
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·
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Experience in venture capital, mergers, acquisitions and other strategic transactions.
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·
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Experience as public company director and executive officer (including as Chief Executive Officer).
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Dennis Gao, 31
Audit Committee Member
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Mr. Gao has served as a director of our Company since January 2012 and has served as a member of the Audit Committee of our Company since January 2012. In July 2010, Mr. Gao co-found and became the CFO at Oxstones Capital Management, a privately held company and a social and philanthropic enterprise, serving as an idea exchange for the global community. Prior to establishing Oxstones Capital Management, from June 2008 until July 2010, Mr. Gao was a product owner at Procter and Gamble for its consolidation system and was responsible for the Procter and Gamble’s financial report consolidation process. From May 2007 to May 2008, Mr. Gao was a financial analyst at the Internal Revenue Service's CFO division. Mr. Gao has a dual major Bachelor of Science degree in Computer Science and Economics from University of Maryland, and an M.B.A. specializing in finance and accounting from Georgetown University’s McDonough School of Business. | ||
Specific Qualifications : | |||
·
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Relevant educational background and business experience.
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·
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Background and experience in finance required for service on Audit Committee.
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Jon Isaac, 29
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Mr. Jon Isaac has served as a director of our Company since December 2011 and became our President and Chief Executive Officer in January 2012. He is the founder of Isaac Organization, a privately held investment company. At Isaac Organization, Mr. Isaac has closed a variety of multi-faceted real estate deals and has experience in aiding public companies to implement turnarounds and in raising capital. Mr. Isaac studied Economics and Finance at the University of Ottawa, Canada.
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Specific Qualifications
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Relevant educational background and business experience.
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Experience in aiding public companies to implement turnarounds and in raising capital.
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Tony Isaac, 57
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Mr. Tony Isaac has served as a director of our Company since December 2011. He is the Chairman and Co-Founder of Isaac Organization, a privately held investment company. Mr. Isaac has invested in various companies, both private and public from 1980 to present. Mr. Isaac's specialty is negotiation and problem-solving of complex real estate and business transactions. Mr. Isaac graduated from Ottawa University in 1981, where he majored in Commerce and Business Administration.
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Specific Qualifications
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·
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Relevant educational background and business experience.
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Experience in negotiation and problem-solving of complex real estate and business transactions
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John Kocmur, 67
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Mr. Kocmur has served as a director of our Company since December 2011. Since 1986 until the present, Mr. Kocmur has served as president and co-owner of Janez Properties, Inc., a private real estate company, specializing in developing, acquiring and managing office, industrial, commercial, mixed use and residential properties throughout Southern California. Mr. Kocmus has experience in development, acquisitions/dispositions, asset and property management, leasing and reporting to the owners/investors.
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Specific
Qualifications:
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Relevant educational background and business experience.
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Extensive experience as president of a private real estate company
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Greg A. LeClaire, 42
Audit Committee Chairman
Compensation Committee Member
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Mr. LeClaire has served as a director of our Company since May 2008. He currently serves as Chief Financial Officer of ePercipio LLC, an online training company. He is also a member of the board of directors of IA Global, Inc. (OTC: IAGI). From June 2009 to January 2010, he served as a financial, operational and strategic development consultant in the technology sector. He was Chief Financial Officer and Corporate Secretary of ClearOne Communications, Inc. (NASDAQ: CLRO), a manufacturer and marketer of audio conferencing and related products, from September 2006 until May 2009. From April 2006 until August 2006, Mr. LeClaire served as Vice President – Finance and Administration for LiveDeal, Inc., the Internet classifieds company that the Company acquired in 2007. Prior to that, Mr. LeClaire was Vice President and Chief Financial Officer of Utah Medical Products, Inc. (NASDAQ: UTMD), a multi-national medical device corporation, from January 2001 until April 2006. Mr. LeClaire has significant experience in the areas of finance and accounting, SEC reporting, Sarbanes-Oxley compliance, budgeting and financial management. He holds a M.S. degree in management from Stanford University’s Graduate School of Business and a Bachelor of Science degree in accounting from the University of Utah.
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Specific Qualifications
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Relevant educational background and business experience, including in the technology sector.
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Experience as public company director and executive officer (including as principal financial officer).
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Experience having ultimate responsibility for the preparation and presentation of financial statements (“financial literacy” required by applicable NASDAQ rules for service as Audit Committee chairman).
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“Audit Committee Financial Expert” for purposes of SEC rules and regulations (required for service as Audit Committee chairman).
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the candidate’s integrity and ethical character;
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whether the candidate is “independent” under applicable SEC, NASDAQ and other rules;
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whether the candidate has any conflicts of interest that would materially impair his or her ability to exercise independent judgment as a member of our Board or otherwise discharge the fiduciary duties owed by a director to LiveDeal and our stockholders;
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the candidate’s ability to represent all of our stockholders without favoring any particular stockholder group or other constituency of LiveDeal;
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the candidate’s experience (including business experience relevant to LiveDeal and/or its industry), leadership qualities and commitment to devoting the amount of time required to be an active member of our Board and its committees; and
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the committee’s desire to nominate directors from diverse business and personal backgrounds (although the Company does not have a specific policy regarding the consideration of diversity in identifying director nominees).
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Recommendations must be submitted to the Company in writing, addressed to our Chief Financial Officer at the Company’s principal headquarters.
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·
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Recommendations must include all information reasonably deemed by the recommending stockholder to be relevant to the committee’s consideration, including (at a minimum):
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o
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the name, address and telephone number of the potential candidate;
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o
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the number of shares of LiveDeal’s common stock owned by the recommending stockholder (or group of stockholders), and the time period for which such shares have been held;
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o
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if the recommending stockholder is not a stockholder of record according to the books and records of the Company, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder;
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o
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a statement from the recommending stockholder as to whether s/he has a good faith intention to continue to hold the reported shares through the date of LiveDeal’s next annual meeting (at which the candidate would be elected to the Board);
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o
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with respect to the recommended nominee:
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§
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the information required by Item 401 of Regulation S-K (generally providing for disclosure of the name, address, any arrangements or understandings regarding the nomination and the five-year business experience of the proposed nominee, as well as information about the types of legal proceedings within the past five years involving the nominee);
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§
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the information required by Item 403 of Regulation S-K (generally providing for disclosure regarding the proposed nominee’s ownership of securities of LiveDeal); and
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§
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the information required by Item 404 of Regulation S-K (generally providing for disclosure of transactions in which LiveDeal was or is to be a participant involving more than $120,000 and in which the nominee had or will have any direct or indirect material interest and certain other types of business relationships with LiveDeal);
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o
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a description of all relationships between the proposed nominee and the recommending stockholder and any arrangements or understandings between the recommending stockholder and the nominee regarding the nomination;
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o
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a description of all relationships between the proposed nominee and any of LiveDeal’s competitors, customers, suppliers, labor unions or other persons with special interests regarding LiveDeal;
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o
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a description of the contributions that the nominee would be expected to make to the Board and the governance of LiveDeal; and
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o
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a statement as to whether, in the view of the stockholder, the nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of LiveDeal.
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·
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The nominating recommendation must be accompanied by the consent of the proposed nominee to be interviewed by the Corporate Governance and Nominating Committee and other Board members and, if elected, to serve as a director of LiveDeal.
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·
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A stockholder nomination must be received by LiveDeal, as provided above, not later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting.
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·
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If a recommendation is submitted by a group of two or more stockholders, the information regarding the recommending stockholders must be submitted with respect to each stockholder in the group (as the term group is defined under SEC regulations).
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2011
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2010
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|||||||
Audit Fees
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$ | 95,902 | $ | 139,000 | ||||
Audit-Related Fees
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14,181 | 21,210 | ||||||
Tax Fees
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18,000 | 30,800 | ||||||
All Other Fees
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10,700 | - | ||||||
Total
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138,783 | 191,010 |
Jon Isaac, 29
President and Chief Executive Officer
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Mr. Jon Isaac was appointed President and Chief Executive Officer of LiveDeal in January 2012. He is the founder of Isaac Organization, a privately held investment company. At Isaac Organization, Mr. Isaac has closed a variety of multi-faceted real estate deals and has experience in aiding public companies to implement turnarounds and in raising capital. Mr. Isaac studied Economics and Finance at the University of Ottawa, Canada.
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Lawrence W. Tomsic, 59
Chief Financial Officer
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Mr. Tomsic was appointed Chief Financial Officer of LiveDeal on November 19, 2009, and his appointment became effective on January 2, 2010. Mr. Tomsic recently served as Controller for Alliance Residential Company, an apartment complex with 3,221 units and $90 million in annual sales. Previously, he was a Controller and Chief Financial Officer for various clients of JKL Consulting (including a planned unit development and a concrete contractor) from 2006-2008 and Chief Financial Officer of John R. Wood, Inc. (a real estate brokerage focusing on luxury residential housing and commercial properties) from 1997-2006. Mr. Tomsic worked as a financial officer and in other management positions for various companies (including U.S. Home Corporation and Collier Enterprises) from 1983-1997. He was also a senior auditor for Deloitte & Touche for three years. Mr. Tomsic holds a B.S. in Accounting from the University of Delaware and an M.B.A. from the University of Denver. He is a Certified Public Accountant.
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Kevin A. Hall, President, Chief Executive Officer and Chief Operating Officer; and
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Lawrence W. Tomsic, Chief Financial Officer
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·
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attract and retain the highest caliber executive officers;
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drive achievement of business strategies and goals;
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motivate performance in an entrepreneurial, incentive-driven culture;
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·
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closely align the interests of executive officers with the interests of the Company’s stockholders;
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promote and maintain high ethical standards and business practices; and
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·
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reward results and the creation of stockholder value.
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·
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base salary, which typically increases by 10% each year during the term of their employment agreement (if applicable);
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·
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performance bonuses, which may be earned annually depending on the Company’s achievement of pre-established goals;
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·
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cash bonuses given at the discretion of the Board; and
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·
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equity compensation, consisting of restricted stock and/or stock options.
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·
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the Company’s performance for the prior fiscal years and subjective evaluation of each executive’s contribution to that performance;
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·
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the performance of the particular executive in relation to established goals or strategic plans; and
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·
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competitive levels of compensation for executive positions based on information drawn from compensation surveys and other relevant information.
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)(1)
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Option
Awards
($)(1)
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All Other
Compensation
($)
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Total
($)
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|||||||||||||||||||
Kevin A. Hall, President and
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2011
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230,638 | - | - | 2,581 | 40,868 | (3) | 274,087 | ||||||||||||||||||
Chief Executive Officer (2) |
2010
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195,393 | 12,192 | - | - | 5,975 | (3) | 213,560 | ||||||||||||||||||
Lawrence W. Tomsic,
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2011
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221,351 | - | - | 12,151 | - | 233,502 | |||||||||||||||||||
Chief Financial Officer (4) |
2010
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178,947 | - | - | - | - | 178,947 |
(1)
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The amounts reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS No. 123(R) (“SFAS 123(R)”). These amounts reflect LiveDeal’s accounting expense for these awards, and do not correspond to the actual value that may be recognized by the Named Executive Officers.
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(2)
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Mr. Hall has served as President and Chief
Executive Officer since March 24, 2011. Mr. Hall was terminated as our President and Chief Executive Officer
effective January 20, 2012. He has also served as President and Chief Operating Officer of the Company since May 2010.
He has also served as the Company’s General Counsel since April 2009, and has previously served as the
Company’s Vice President of Human Resources and Business Development.
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(3)
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Mr. Hall was reimbursed for his monthly rent and related living expenses for an amount not to exceed $3,500 per month.
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(4)
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Mr. Tomsic has served as Chief Financial Officer of the Company since January 2, 2010. Prior to the effective date of his appointment, Mr. Tomsic also provided financial and accounting consulting services to the Company.
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Option Awards
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Stock Awards
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||||||||||||||||||||||||||||
Name and Position
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
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Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
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Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(1)
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Equity
Incentive
Plan
Awards:
Number of
Unearned
Share or
Units That
Have Not
Vested
(#)
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Equity
Incentive
Plan Awards:
Market Value
of Unearned
Shares or
Units That
Have Not
Vested
($)
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|||||||||||||||||||||
Kevin A. Hall, President and Chief Executive Officer
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13,487 | - | 3.53 |
3/24/21
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13,487 | (2) | 21,579 | - | - | ||||||||||||||||||||
Lawrence W. Tomsic, Chief Financial Officer
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10,526 | - | 3.77 |
5/20/21
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5,921 | (3) | 9,474 | - | - |
(2)
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The options were granted on March 24, 2011. The options will vest and be exercisable according to the following schedule: one quarter (25%) on March 24, 2012, and the remainder shall vest 1/36 at the end of each month thereafter over the next 36 months so long as Mr. Hall continues to provide services to the Company.
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(3)
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The options were granted on May 20, 2011and 3,728 options became immediately exercisable. The remainder shall vest 1/31 at the end of each month thereafter over the next 31 months so long as Mr. Tomsic continues to provide services to the Company.
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Name
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards
($)
|
Total
($)
|
|||||||||
Sheryle Bolton
|
38,334 | (1) | 7,666 | (2) | 46,000 | |||||||
Richard D. Butler, Jr.
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38,334 | (3) | 7,666 | (4) | 46,000 | |||||||
Thomas J. Clarke, Jr.
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38,334 | (5) | 7,666 | (6) | 46,000 | |||||||
Greg A. LeClaire
|
38,334 | (7) | 7,666 | (8) | 46,000 |
(1)
|
Includes $10,000 additional cash retainer paid in connection with service as lead director.
|
(2)
|
2,296 performance shares were granted to Ms. Bolton in lieu of paying $3,833 cash director fees for services provided during August 2011 and 2,396 performance shares were granted to Ms. Bolton in lieu of paying $3,833 cash director fees for services provided during September 2011.
|
(3)
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Includes $10,000 additional cash retainer paid in connection with service as chairman of the Company’s Nominating and Governance Committee.
|
(4)
|
2,296 performance shares were granted to Mr. Butler in lieu of paying $3,833 cash director fees for services provided during August 2011 and 2,396 performance shares were granted to Mr. Butler in lieu of paying $3,833 cash director fees for services provided during September 2011
.
|
(5)
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Includes $10,000 additional cash retainer paid in connection with service as chairman of the Company’s Compensation Committee.
|
(6)
|
2,296 performance shares were granted to Mr. Clarke in lieu of paying $3,833 cash director fees for services provided during August 2011 and 2,396 performance shares were granted to Mr. Clarke in lieu of paying $3,833 cash director fees for services provided during September 2011.
|
(7)
|
Includes $10,000 additional cash retainer paid in connection with service as chairman of the Company’s Audit Committee.
|
(8)
|
2,296 performance shares were granted to Mr. LeClaire in lieu of paying $3,833 cash director fees for services provided during August 2011 and 2,396 performance shares were granted to Mr. LeClaire in lieu of paying $3,833 cash director fees for services provided during September 2011.
|
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders (1)
|
84,345 | 3.64 | 55,655 | |||||||||
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
84,345 | 3.64 | 55,655 |
(1)
|
Comprised of the LiveDeal, Inc. Amended and Restated 2003 Stock Plan.
|
(2)
|
This number represents the number of shares of restricted stock, and the number of shares underlying stock options, that have been granted to eligible participants under our Amended and Restated 2003 Stock Plan. As of September 30, 2011, 58,990 shares of common stock were vested, 1,342 shares remained restricted, and 24,013 shares of common stock were issuable upon the exercise of stock options 4,605 of which were vested at such date).
|
(3)
|
Reflects the weighted-average exercise price of options outstanding as of September 30, 2011.
|
The Compensation Committee
|
|
Thomas J. Clarke, Jr.
|
|
Greg A. LeClaire
|
|
·
|
serve as an independent and objective party to monitor LiveDeal, Inc.’s financial reporting process and system of internal control structure;
|
|
·
|
review and appraise the audit efforts of LiveDeal, Inc.’s independent registered public accounting firm; and
|
|
·
|
provide an open avenue of communication among the independent auditors, financial and senior management, and the Board.
|
The Audit Committee
|
|
Greg A. LeClaire, Chairman
|
|
Richard D. Butler, Jr.
|
|
Dennis Gao |
Name of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percentage
of Class
|
||||||
Named
Executive Officers and Directors:
|
||||||||
Sheryle
Bolton (1)
|
5,692 | * | ||||||
Richard
D. Butler, Jr. (2)
|
5,692 | * | ||||||
Thomas
J. Clarke, Jr. (3)
|
5,692 | * | ||||||
Kevin
A. Hall (4)
|
- | - | ||||||
Greg
A. LeClaire (5)
|
5,692 | * | ||||||
Lawrence
W. Tomsic
|
- | - | ||||||
Jon
Isaac(6)
|
403,225 | 17.2 | % | |||||
John
Kocmur(7)
|
403,225 | 17.2 | % | |||||
Dennis Gao(8) | - | - | ||||||
Tony Isaac(9) | - | - | ||||||
All
Named Executive Officers and directors as a group (10 persons)
|
829,218 | 35.4 | % | |||||
Other
5% Stockholders:
|
||||||||
Kingston
Diversified Holdings LLC(10)
535
Burleigh Private
Ottawa,
Ontario K1J 1J9
|
403,225 | 17.2 | % | |||||
Lausanne
LLC(11)
9595
Wilshire Blvd, Suite 801
Beverly
Hills, California 90210
|
201,612 | 8.6 | % | |||||
Augustus
Gardini LLC (12)
233 Wilshire Blvd, Suite 830
Santa Monica, California 90401
|
201,612 | 8.6 | % |
(1)
|
Ms. Bolton was a director of the Company for fiscal year 2011. In connection with her service as a director, Ms. Bolton was granted 1,000 shares of restricted common stock of the Company and such shares fully vested on October 1, 2011. 2,296 performance shares were granted to Ms. Bolton in lieu of paying $3,833 cash director fees for services provided during August 2011 and 2,396 performance shares were granted to Ms. Bolton in lieu of paying $3,833 cash director fees for services provided during September 2011.
|
(2)
|
Mr. Butler is a director of the Company. 2,296 performance shares were granted to Mr. Butler in lieu of paying $3,833 cash director fees for services provided during August 2011 and 2,396 performance shares were granted to Mr. Butler in lieu of paying $3,833 cash director fees for services provided during September 2011.
|
(3)
|
Mr. Clarke is a director of the Company. 2,296 performance shares were granted to Mr. Clarke in lieu of paying $3,833 cash director fees for services provided during August 2011 and 2,396 performance shares were granted to Mr. Clarke in lieu of paying $3,833 cash director fees for services provided during September 2011.
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(4)
|
Mr. Hall has served as our President and Chief Executive Officer since March 24, 2011 and became a director of the Company in December 2011. In January 2012, Mr. Hall was terminated as the Company’s President and Chief Executive Officer. He has also served as the Company’s President and Chief Operating Officer since May 2010, as the Company’s General Counsel since April 2009, and has previously served as the Company’s Vice President of Human Resources and Business Development.
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(5)
|
Mr. LeClaire is a director of the Company. In connection with his service as a director, Mr. LeClaire was granted 1,000 shares of restricted common stock of the Company and such shares fully vested on May 22, 2011. 2,296 performance shares were granted to Mr. LeClaire in lieu of paying $3,833 cash director fees for services provided during August 2011 and 2,396 performance shares were granted to Mr. LeClaire in lieu of paying $3,833 cash director fees for services provided during September 2011.
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(6)
|
Mr.
Isaac became a director of the Company in December 2011and President and Chief Executive Officer of the Company in January
2012. Jon Isaac and Isaac Capital Group LLC, a Delaware limited liability company Schedule 13D filing, dated
January 12, 2012, reports beneficial ownership collectively of 403,225 shares of common stock, with sole voting and
dispositive power. Mr. Isaac obtained these shares pursuant to the Purchase Agreement.
|
(7)
|
Mr. Kocmur became a director of the Company in December 2011. Mr. Kocmur obtained these shares pursuant to the Purchase Agreement.
|
(8)
|
Mr. Gao became a director of the Company in January 2012.
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(9)
|
Tony Isaac became a director of the Company in December 2011.
|
(10)
|
Kingston Diversified Holdings LLC obtained these shares pursuant to the Purchase Agreement. Kingston Diversified Holdings LLC has beneficial ownership collectively of 403,225 shares of common stock, with sole voting and dispositive power.
|
(11)
|
Lausanne LLC obtained these shares pursuant to the Purchase Agreement. Lausanne LLC has beneficial ownership collectively of 201,612 shares of common stock, with sole voting and dispositive power.
|
(12)
|
Augustus
Gardini, L.P. obtained these shares pursuant to the Purchase Agreement. Augustus Gardini, L.P. has beneficial ownership
collectively of 201,612 shares of common stock, with sole voting and dispositive power.
|
Name
|
Form
|
Transaction Date
|
Due Date
|
Actual Filing Date
|
||||
Sheryle Bolton
|
4
|
9/1/2011
|
9/6/2011
|
10/12/2011
|
||||
Richard Butler
|
4
|
9/1/2011
|
9/6/2011
|
10/12/2011
|
||||
Thomas J. Clarke, Jr.
|
4
|
9/1/2011
|
9/6/2011
|
10/12/2011
|
||||
Greg A. LeClaire
|
|
4
|
|
9/1/2011
|
|
9/6/2011
|
|
10/12/2011
|
LiveDeal, Inc.
|
|
By:
|
|
Name:
|
|
Its:
|
|
Stockholder (sign above)
|
Co-holder (if any) (sign above)
|
For
|
Withhold
|
|
Richard D. Butler, Jr.
|
¨
|
¨
|
Thomas J. Clarke, Jr.
|
¨
|
¨
|
Dennis Gao | o | o |
Jon Isaac
|
¨
|
¨
|
Tony Isaac
|
¨
|
¨
|
John Kocmur
|
¨
|
¨
|
Greg A. LeClaire
|
¨
|
¨
|
For
|
Against
|
Abstain
|
|
To amend the LiveDeal, Inc. Amended and Restated 2003 Stock Plan to increase the number of shares available for issuance under the plan from 140,000 shares to 340,000 shares
|
¨
|
¨
|
¨
|
For
|
Against
|
Abstain
|
|
To ratify the appointment of Kabani & Company, Inc. as LiveDeal’s independent registered public accounting firm for the fiscal year ending September 30, 2012
|
¨
|
¨
|
¨
|
Yes
|
No
|
|
In his discretion, the Proxy is authorized to vote upon such other matters as may properly come before the meeting.
|
¨
|
¨
|
Please sign EXACTLY as your name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If more than one trustee, all should sign. If shares are held jointly, both owners must sign.
|
||
THIS PROXY CARD IS VALID WHEN SIGNED AND DATED.
|
||
MAIL YOUR PROXY CARD TODAY.
|
||
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