SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
(Amendment
No.
)
Check the
appropriate box:
£
Preliminary
Information Statement
£
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(D)(2))
S
Definitive
Information Statement
KENT
FINANCIAL SERVICES, INC.
(Name of
Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
S
No
fee required.
q
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1)
Title of each class of securities to which transaction
applies:
2)
Aggregate number of securities to which transaction applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
q
Fee paid previously with preliminary
materials.
|
q
|
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.
|
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement
No.:
3)
Filing Party:
4)
Date Filed:
KENT
FINANCIAL SERVICES, INC.
211
PENNBROOK ROAD
P.O.
BOX 97
FAR
HILLS, NEW JERSEY 07931
(908)
766-7221
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 7,
2009
TO
THE STOCKHOLDERS:
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Stockholders of Kent Financial Services,
Inc. (the “Company”), will be held on Monday, December 7, 2009 at 8:30 a.m.,
local time, at 376 Main Street, Bedminster, New Jersey 07921
for the purpose of
considering and acting upon the following matters:
|
|
1.
|
To
elect five directors to serve until the next Annual Meeting or until their
respective successors are duly elected and
qualified;
|
|
|
2.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment(s), postponement(s) or continuation(s)
thereof.
|
Only
stockholders of record at the close of business on October 30, 2009, are
entitled to notice of and to vote at the Annual Meeting and at any and all
adjournments, postponements or continuations thereof. A list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection during ordinary business hours by any stockholder for any purposes
germane to the meeting, at the Company’s offices at 211 Pennbrook Road, Far
Hills, New Jersey 07931, for a period of at least ten days prior to the Annual
Meeting and will also be available for inspection at the Annual
Meeting.
All
stockholders are cordially invited to attend the Annual Meeting in
person.
|
|
By
Order of the Board of Directors
|
|
|
|
|
|
|
|
/s/ Paul O. Koether
|
|
|
|
Paul
O. Koether
|
|
|
|
Chairman
|
|
Date:
November 16, 2009
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
KENT
FINANCIAL SERVICES, INC.
211
PENNBROOK ROAD
P.O.
BOX 97
FAR
HILLS, NEW JERSEY 07931
(908)
766-7221
INFORMATION
STATEMENT FOR THE ANNUAL MEETING
DECEMBER 7,
2009
General
This
Information Statement is being furnished to the stockholders of Kent Financial
Services, Inc., a Nevada corporation (“Kent Financial” or the “Company”),
pursuant to Regulation 14(c) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), in connection with the forthcoming Annual Meeting of
Stockholders (the “Annual Meeting”) to be held on Monday, December 7, 2009, at
8:30 a.m., at 376 Main Street, Bedminster, New Jersey 07921, and at any and all
adjournments, postponements or continuations thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Stockholders. The
Company’s telephone number is (908) 766-7221.
This
Information Statement and accompanying Notice of Annual Meeting of Stockholders
are first being mailed on or about November 16, 2009 to all stockholders
entitled to vote at the Annual Meeting.
Record
Date; Voting Securities
Only
stockholders of record at the close of business on October 30, 2009 (the “Record
Date”) are entitled to notice of and to vote at the Annual
Meeting. On the Record Date, 2,759,145 shares of the Company’s common
stock, $0.10 par value per share (the “Common Stock”), were issued and
outstanding. The presence, either in person or by proxy, of the
holders of a majority of the total number of shares of Common Stock outstanding
on the Record Date is necessary to constitute a quorum and to transact such
matters as come before the Annual Meeting.
As of the
Record Date, management and its affiliates collectively owned greater than 50%
of the Company’s outstanding Common Stock and will vote their shares to elect as
directors the five nominees listed under the caption “Election of
Directors.” Since the Common Stock owned by management and its
affiliates constitutes a majority of the Company’s outstanding Common Stock, the
Board of Directors has determined not to solicit proxies. Any
stockholder of record on the Record Date is entitled to attend the meeting and
vote their shares personally or through such stockholder’s own legally
constituted proxy.
Votes
Required
The
directors nominated for election will be elected by a plurality of the votes
cast, in person or by proxy, at the Annual Meeting. As of the Record
Date, there were 2,759,145 shares outstanding and each share is entitled to one
vote. Abstentions from voting and broker “non-votes” will have no
effect since they will not represent votes cast at the annual
meeting.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
The
Company will reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding the Information Statement and
Notice of Annual Meeting of Stockholders to such beneficial owners.
PROPOSAL
1
ELECTION
OF DIRECTORS
Five
directors are to be elected to hold office until the next annual meeting of
stockholders or until their respective successors are duly elected and
qualified. Management and our majority stockholder will vote FOR the
election of each nominee named below. Each nominee has consented to
serve as a director if elected. It is not expected that any nominee
will be unable to serve, but, in the event that any nominee should be unable to
serve, management and our majority stockholder will vote for a substitute
candidate selected by the Board of Directors.
Set forth
below is biographical information for the persons nominated for election to the
Board of Directors including information furnished by them as to their principal
occupations at present and for the past five years, certain directorships held
by each, their ages as of November 16, 2009 and the year in which each director
became a director of the Company.
Nominees
for Directors
|
|
|
|
|
Position
and Office Presently Held with Company
|
|
|
|
Paul
O. Koether
|
|
73
|
|
Chairman,
Chief Executive Officer and Director
|
|
1987
|
|
William
Mahomes, Jr.
|
|
63
|
|
Director
|
|
2005
|
|
Casey
K. Tjang
|
|
71
|
|
Director
|
|
1992
|
|
James
L. Bicksler, Ph.D.
|
|
72
|
|
Director
|
|
2008
|
|
Bryan
P. Healey
|
|
39
|
|
Chief
Financial Officer and Director
|
|
2007
|
Paul O. Koether
has been
Chairman, Director and Chief Executive Officer of the Company since July 1987
and President of the Company from October 1990 until November 2005, and until
December 31, 2003 when it was dissolved, the general partner of Shamrock
Associates, an investment partnership which was the principal stockholder of the
Company. Mr. Koether was Chairman from April 1988 to July 2005,
President from April 1989 to February 1997 and director from March 1988 to July
2005 of Pure World, Inc., (“Pure World”) and from December 1994 until July 2005
a director and from January 1995 to July 2005 Chairman of Pure World’s wholly
owned subsidiary, Pure World Botanicals, Inc., a manufacturer and distributor of
natural products. Mr. Koether was Chairman and a Director of Sun
Equities Corporation (“Sun”), a private company until Sun was merged into Pure
World in December 2004. Mr. Koether was Chairman from 1990 until
August 2003 and a registered representative since 1989 of T. R. Winston &
Company, LLC. (“Winston”). Since September 1998, Mr. Koether has been
a director, Chairman and Chief Executive Officer as well as President from
October 2003 until November 2005 and from August 2007 until present, of Kent
International Holdings, Inc., a biopharmaceutical company formerly known as
Cortech, Inc. that is seeking to redeploy its assets. Bryan P.
Healey, Chief Financial Officer and Director of the Company is the son-in-law of
Paul O. Koether.
William Mahomes, Jr.
is
President and Managing Director of Mahomes Bolden Warren Sigmon PC f/k/a Simmons
Mahomes, P.C., a transactional law firm that emphasizes corporate and public
finance, mergers and acquisitions, real estate, probate, estate planning and
mediation. Prior to joining his present firm he was Senior Vice
President and General Counsel to Pro-Line Corporation, a partner at Baker &
McKenzie and Senior Shareholder of Locke Purnell Rain Harrell. He
holds a BBA from Texas A&M University and a Juris Doctorate from the
University of Texas School of Law. He served as an officer in the
United States Army Reserve for several years and he has previously and currently
serves as a Director on a number of corporate and not-for-profit
boards.
Casey K. Tjang
has been
chairman and chief executive officer of First Merchant Bankers, Inc., a private
merchant bank dealing with Asia-Pacific businesses since January
2004. From September 2001 to February 2002, he was president and
chief executive officer and from August 2000 to September 2001 was chief
financial officer of Knowledgewindow, Inc., an e-learning provider of Internet
training. Since February 2002, Mr. Tjang has been president and chief
executive officer of Princeton Accredited Services, Inc. and Erudite Internet
Systems, Inc. an e-learning custom courseware developer and provider of an
Internet based distance education system. Since 2005, he has been
chairman and chief executive officer of Princeton Business School, a provider of
an online education towards Entrepreneurial Master of Business Administration
degree program.
James L. Bicksler, Ph.D.,
a
Director of the Company since October 2008, has been a Professor of Finance and
Economics, Rutgers Business School, Rutgers, the State University of New Jersey,
since 1969. Professor Bicksler was a Director of Kent International
Holdings, Inc. from 1998 through September 30, 2008.
Bryan P. Healey
, a certified
public accountant, has been Vice-President, Secretary and Chief Financial
Officer of the Company since May 2006 and a Director since November
2007. Mr. Healey has also been Vice-President, Secretary and Chief
Financial Officer since May 2006 and a Director since November 2007 of Kent
International Holdings, Inc. From July 2006 to October 2009, Mr.
Healey was a registered representative of T. R. Winston & Company,
LLC. From September 1995 to April 2006, Mr. Healey was with Bowman
& Company, L.L.P., the largest CPA firm in Southern New Jersey, in various
positions including audit manager from July 2001 to April 2006.
Board
Meetings and Committees
The Board
of Directors held one meeting during the year ended December 31, 2008 and
otherwise acted by written consent. Each of the Company’s directors
attended all of the meetings of the Board of Directors and of all committees of
the Board on which he served, with the exception of Mr. Mahomes who was absent
from one audit committee meeting due to scheduling conflicts.
During
the year ended December 31, 2008, the Board had an Audit Committee, which
consisted of Messrs. Tjang, Mahomes, and Witte until October 6, 2008 and Messrs.
Tjang, Mahomes and Bicksler after October 6, 2008. The Audit
Committee, which reviews the Company’s internal controls, accounting practices
and procedures, and results of operations, held four meetings in
2008.
Meetings
of independent directors are held at regularly scheduled Audit Committee
meetings throughout the year.
Independence.
The Board
of Directors has determined that the following three Directors nominated for
election at the Annual Meeting are independent Directors as defined in the
NASDAQ listing standards: William Mahomes, Jr., Casey K. Tjang, and James L.
Bicksler. Therefore, a majority of the persons nominated to serve on
our Company’s Board of Directors are independent as so defined. The foregoing
independence determination of our Board of Directors included the determination
that each of these three nominated Board members, if elected and appointed to
the Audit Committee is
independent for purposes of
membership on the Audit Committee under Rule 4350(d) of the NASDAQ listing
standards, which includes the independence requirements of Rule 4200 and
additional independence requirements under SEC Rule 10A-3(b);
Exemptions
for a Controlled Company Election
NASDAQ
has established specific exemptions from its listing standards for controlled
companies, i.e., companies of which more than 50% of the voting power is held by
an individual, a group or another entity. Kent Financial is a “controlled
company” by virtue of the fact that Mr. Paul O. Koether, Chairman of the Board,
Chief Executive Officer and President of the Company controls a majority
interest in the stock of the Company. Please see “Stock Ownership of
Directors, Executive Officers and Certain Beneficial Owners.”
The
Company has elected to rely upon certain of the exemptions provided in the
rules. Specifically, the Company will rely on exceptions to the
requirements that listed companies (i) select, or recommend for the Board’s
selection, director nominees by a majority of independent directors or a
nominating committee comprised solely of independent directors, and (ii)
determine officer compensation by a majority of independent directors or a
compensation committee comprised solely of independent directors.
Communications
with the Directors
Stockholders
may communicate in writing with any of the Company’s directors by sending such
written communication to Bryan P. Healey, Secretary of the Company, at the
Company’s principal executive offices, 211 Pennbrook Road, P.O. Box 97, Far
Hills, New Jersey, 07931. Copies of written communications received at such
address will be provided to the relevant director or directors unless such
communications are determined by the Company’s outside general counsel to be
inappropriate for submission to the intended recipients. However, any
communication not so delivered will be made available upon request to any
director. Examples of stockholder communications that would be
considered inappropriate for submission include, customer complaints,
solicitations, product promotions, resumes and other forms of job inquiries, as
well as material that is unduly hostile, threatening, illegal or similarly
unsuitable.
Policy
on Director Attendance at Annual Meetings
Although
all Board members are encouraged to attend the Company’s annual meetings of
stockholders, attendance at the annual meeting is not mandatory.
Audit
Committee Financial Expert
The Board
of Directors of the Company has determined Casey K. Tjang is an audit committee
financial expert as that term is defined under SEC rules and that Mr. Tjang is
independent, as the term is used in Rule 407(d)95) of Regulation S-K promulgated
under the Exchange Act.
Compensation
of Directors
Directors
who are not employees of the Company receive a monthly fee of $1,000 plus $200
for each day of attendance at board and committee meetings. During
2008, the Company paid directors' fees in the aggregate amount of
$38,800. The table below includes information about compensation paid
to our non-employee directors:
|
Name
|
|
Fees
Earned or Paid in Cash
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
William
Mahomes, Jr.
|
|
$
|
12,800
|
|
|
$
|
12,800
|
|
|
|
|
|
|
|
|
|
|
|
|
Casey
K. Tjang
|
|
|
13,000
|
|
|
|
13,000
|
|
|
|
|
|
|
|
|
|
|
|
|
M.
Michael Witte
|
|
|
9,600
|
|
|
|
9,600
|
|
|
|
|
|
|
|
|
|
|
|
|
James
L. Bicksler
|
|
|
3,400
|
|
|
|
3,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38,800
|
|
|
$
|
38,800
|
|
Code
of Ethics
The
Company has adopted a Code of Ethics. Stockholders may write to Bryan
P. Healey, the Secretary of the Company, at the Company’s principal executive
office: 211 Pennbrook Road, P.O. Box 97, Far Hills, New Jersey, 07931, to
request a copy of the Code of Ethics. We will provide it to any
person without charge upon such request.
BENEFICIAL
OWNERSHIP
Security
Ownership of Officers, Directors, Nominees and Certain Stockholders
The
following table sets forth the beneficial ownership of Common Stock of the
Company as of October 30, 2009, by each person who was known by the Company to
beneficially own more than 5% of the Common Stock, by each current director and
nominee, each executive officer, and by all current directors and executive
officers as a group:
|
Name
and Address of Beneficial Owner
|
|
Number
of Shares of Common Stock Beneficially Owned
(1)
|
|
|
Approximate
Percent of Class
|
|
|
|
|
|
|
|
|
|
|
Paul
O. Koether
|
|
|
1,642,771
|
(2)
|
|
|
59.54
|
%
|
|
211
Pennbrook Road
|
|
|
|
|
|
|
|
|
|
Far
Hills, NJ 07931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
Mahomes, Jr.
|
|
|
|
|
|
|
|
|
|
900
Jackson Street
|
|
|
|
|
|
|
|
|
|
Suite
540
|
|
|
|
|
|
|
|
|
|
Dallas,
TX 75202
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Casey
K. Tjang
|
|
|
|
|
|
|
|
|
|
93
Kempshall Terrace
|
|
|
|
|
|
|
|
|
|
Fanwood,
NJ 07023
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
James
L. Bicksler, Ph.D.
|
|
|
|
|
|
|
|
|
|
1120
Granville Avenue
|
|
|
|
|
|
|
|
|
|
Upper
Montclair, NJ 90049
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Marital
Trust u/w/o Natalie I. Koether
|
|
|
494,612
|
|
|
|
17.93
|
%
|
|
211
Pennbrook Road
|
|
|
|
|
|
|
|
|
|
Far
Hills, NJ 07931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jennifer
S. Healey
|
|
|
809,444
|
(3)
|
|
|
29.34
|
%
|
|
c/o
211 Pennbrook Road
|
|
|
|
|
|
|
|
|
|
Far
Hills, NJ 07931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bryan
P. Healey
|
|
|
830,044
|
(4)
|
|
|
30.08
|
%
|
|
c/o
211 Pennbrook Road
|
|
|
|
|
|
|
|
|
|
Far
Hills, NJ 07931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Directors and Officers as a group (5 persons)
|
|
|
1,722,815
|
|
|
|
62.44
|
%
|
|
____________________
|
|
|
|
|
|
|
|
|
|
*
Represents less than 1%
|
|
|
|
|
|
|
|
|
|
(1)
|
The
beneficial owner has both sole voting and sole investment powers with
respect to these shares except as set forth in other footnotes
below. Included in such number of shares beneficially owned are
shares subject to options currently exercisable or becoming exercisable
within 60 days for all directors and executive officers as a
group.
|
|
(2)
|
Includes
75,287 shares held in Mr. Koether’s IRA and 494,612 shares beneficially
owned by the Marital Trust u/w/o Natalie I. Koether. As
trustee, Mr. Koether may be deemed to own these shares
beneficially. Also includes 750,000 shares owned by Ms. Healey
that Paul O. Koether has been granted sole voting power over as proxy
agent.
|
|
(3)
|
Includes
25,800 shares owned in custodial accounts for the benefit of family
members. Also includes 750,000 shares owned by Ms. Healey that
Paul O. Koether has been granted sole voting power over as proxy
agent.
|
|
(4)
|
Includes
12,000 shares held in Mr. Healey’s IRA, 783,644 shares beneficially owned
by Mr. Healey’s spouse and 25,800 shares owned in custodial accounts for
the benefit of family members.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act as amended and the regulations and rules promulgated
thereunder require the Company’s officers, directors and persons who own more
than ten percent of a registered class of the Company’s equity securities to (i)
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission and (ii) furnish copies of these filings to
the Company.
Based
solely on the Company’s review of the copies of such forms (and amendments) it
has received and representations from certain reporting persons that they were
not required to file Forms 5 for specified fiscal years, we believe that all
officers, directors and persons who own more than ten percent of a registered
class of the Company’s equity securities complied with all filing requirements
applicable to them with respect to transactions during fiscal 2008.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
Summary Compensation Table may be found under Item 10.
Executive
Compensation
in Form 10-K for the year ended December 31, 2008 mailed
together with this Information Statement.
Stock
Option and Stock Appreciation Rights; Grants and Exercises
In 2005,
stockholders holding approximately 54.69% of the outstanding common stock of the
Company approved the Kent Financial Services, Inc. 2005 Stock Option Plan (“2005
Stock Option Plan”), by written consent. The Board of Directors also
approved the 2005 Stock Option Plan. Under the 2005 Stock Option
Plan, a total of 400,000 shares of Common Stock were available for issuance to
key employees, including officers of the Company or any of its
subsidiaries. At October 30, 2009, the Company had no common stock
options outstanding.
Long-Term
Incentive Plan Awards Table and Defined Benefit or Actuarial Plan
Table
The
Company does not maintain any long-term incentive plans or defined benefit or
actuarial plans.
Employment
Agreements
Paul
O. Koether
On May
12, 2008 (“Effective Date”) the Company and Paul O. Koether entered into an
employment agreement (“Koether Agreement”) pursuant to which Mr. Koether serves
as the Company’s Chairman for an initial three year term at an annual salary of
$240,000 (“Base Salary”), which may be increased but not decreased at the
discretion of the Board of Directors. The term is to be automatically
extended one day for each day elapsed after the Effective Date.
Mr.
Koether may terminate his employment under the Koether Agreement at any time for
“good reason” (defined below) within 36 months after the date of a Change in
Control (defined below) of the Company. Upon his termination, he
shall be paid the greater of the (i) Base Salary payable under the Koether
Agreement through the expiration date of the Koether Agreement or (ii) an amount
equal to three times the average annual Base Salary paid to him during the
preceding five years.
A Change
in Control is deemed to have occurred if (i) any individual or entity, other
than individuals beneficially owning, directly or indirectly, common stock of
the Company representing 30% or more of the Company’s stock outstanding as of
May 12, 2008, is or becomes the beneficial owner, directly or indirectly, of 30%
or more of the Company’s outstanding stock or (ii) individuals constituting the
Board of Directors on May 12, 2008 (“Incumbent Board”), including any person
subsequently elected to the Board whose election or nomination for election was
approved by a vote of at least a majority of the Directors comprising the
Incumbent Board, cease to constitute at least a majority of the
Board. “Good reason” means a determination made solely by Mr.
Koether, in good faith, that as a result of a Change in Control he may be
adversely affected (i) in carrying out his duties and powers in the fashion he
previously enjoyed or (ii) in his future prospects with the
Company.
Mr.
Koether may also terminate his employment if the Company fails to perform its
obligations under the Koether Agreement (including any material change in Mr.
Koether’s duties, responsibilities and powers or the removal of his office to a
location more than five miles from its current location) which failure is not
cured within specified time periods.
The
Company may terminate Mr. Koether’s employment under the Koether Agreement for
“cause” which is defined as (i) Mr. Koether’s continued failure to substantially
perform his duties under the Koether Agreement (other than by reason of his
mental or physical incapacity or the removal of his office to a location more
than five miles from its current location) which is not cured within specified
time periods, or (ii) Mr. Koether’s conviction of any criminal act or fraud with
respect to the Company. The Company may not terminate Mr. Koether’s employment
except by a vote of not less than 80 percent of the entire Board of Directors at
a meeting at which Mr. Koether is given the opportunity to be
heard.
In the
event of Mr. Koether’s death during the term of the Koether Agreement, his
beneficiary shall be paid a death benefit equal to $240,000 per year for three
years payable in equal monthly installments. Should Mr. Koether
become “disabled” (as such term is defined in the Koether Agreement) during the
term of the Koether Agreement and either long-term disability insurance is not
provided by the Company or such policy does not provide an annual benefit to age
80 equal to 80% or more of Mr. Koether’s base salary, he shall be paid an annual
disability payment equal to 80% of his base salary in effect at the time of the
disability. Such payments shall continue until Mr. Koether attains
the age of 80.
Bryan
P. Healey
Effective
May 15, 2006 the Company and Bryan P. Healey, CPA entered into an employment
agreement (“Healey Agreement”) pursuant to which Mr. Healey serves as the
Company’s Chief Financial Officer for an initial two year term at an annual
salary of $140,000 (“Healey Base Salary”), which may be increased but not
decreased at the discretion of the Board of Directors. The Healey
Base Salary increased to $156,000 annually effective January 1,
2008. The Healey Agreement was automatically extended for one day for
each day elapsed after May 15, 2007, converting the term of the Healey Agreement
to a contract with a two year ‘evergreen’ term, commencing on May 15,
2007.
Mr.
Healey may terminate his employment under the Healey Agreement at any time for
“good reason” (defined below) within 36 months after the date of a “Change in
Control” (defined below). Upon his termination, Mr. Healey shall be
paid the Healey Base Salary payable under the Healey Agreement through the
expiration date of the Healey Agreement.
A Change
in Control is deemed to have occurred if (i) any individual or entity, other
than individuals beneficially owning, directly or indirectly, common stock of
the Company representing 50.1% or more of the Company’s stock outstanding as of
May 15, 2006, is or becomes the beneficial owner, directly or indirectly, of
50.1% or more of the Company’s outstanding stock or (ii) individuals
constituting the Board of Directors on May 15, 2006 (“Incumbent Board”),
including any person subsequently elected to the Board whose election or
nomination for election was approved by a vote of at least a majority of the
Directors comprising the Incumbent Board, cease to constitute at least a
majority of the Board. “Good reason” means a determination made
solely by Mr. Healey, in good faith, that as a result of a Change in Control he
may be adversely affected (i) in carrying out his duties and powers in the
fashion he previously enjoyed or (ii) in his future prospects with the
Company.
Mr.
Healey may also terminate his employment if the Company fails to make the
payments specified in the Healey Agreement, or if the Company fails to make such
payments for a period of five days after Mr. Healey has given notice of such
failure.
The
Company may terminate Mr. Healey’s employment under the Healey Agreement for
“cause” which is defined as (i) Mr. Healey’s continued failure to substantially
perform his duties under the Healey Agreement (other than by reason of his
incapacity due to physical or mental illness) which is not cured within
specified time frames or (ii) Mr. Healey’s conviction of any criminal act of
fraud. The Company may not terminate Mr. Healey’s employment except
by a vote of not less than 75% of the entire Board of Directors at a meeting at
which Mr. Healey is given the opportunity to be heard.
In the
event of Mr. Healey’s death during the term of the Agreement, his beneficiary
shall be paid a death benefit equal to his then current annual salary in equal
monthly installments for the remainder of the term of the Healey
Agreement. Should Mr. Healey become disabled during the term of the
Healey Agreement, Mr. Healey shall be paid such benefits to which he is entitled
under the terms of such long-term insurance as the Company has provided him or
80% of his salary for the remainder of the two year term of the Healey
Agreement, whichever is greater, in accordance with his regular payment
schedule.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Management
Fee
The
Company receives a monthly management fee of $21,000 from Kent International for
management services. These services include, among other things,
preparation of periodic and other filings with the Securities and Exchange
Commission, evaluating merger and acquisition proposals, providing internal
accounting services and shareholder relations. This arrangement may
be terminated at will by either party. The monthly management fee
revenue and offsetting expense is eliminated during
consolidation. The Company is the beneficial owner of approximately
53.44% of Kent International’s outstanding Common Stock at October 30,
2009. Paul O. Koether, Chairman of the Company is also the Chairman
of Kent International. Bryan P. Healey, Chief Financial Officer and
Director of the Company is also the Chief Financial Officer and Director of Kent
International as well as the son-in-law of Paul O. Koether.
The
Company and its consolidated subsidiaries reimburse an affiliate, Bedminster
Management Corp., for the allocated direct cost of group health insurance and
office supplies. These reimbursements were approximately $60,802 and $83,481 in
the years ended December 31, 2008 and 2007, respectively. Bedminster
Management Corp. facilitates the allocation of certain central administrative
costs on a cost reimbursement basis and is owned equally by Kent, Kent
International and T.R. Winston & Company, LLC.
AUDIT
COMMITTEE REPORT
The
Company established an Audit Committee in accordance with Section 3(a)(58) of
the Exchange Act. The Audit Committee consists of three directors, Mr. Tjang,
Mr. Bicksler and Mr. Mahomes, each of whom is independent as that term is
defined in Rule 4200 (a)(14) of the NASDAQ Marketplace Rules. A brief
description of the responsibilities of the Audit Committee is set forth above
under the caption “Board Meetings and Committees.” The Audit
Committee has adopted a charter, a copy of which is attached hereto in Appendix
A.
The Audit
Committee has reviewed and discussed the Company’s audited financial statements
for fiscal 2008 with the management of the Company. The Audit
Committee has discussed with Paritz & Company, P.A.. (“Paritz”), the
Company’s independent registered public accounting firm for the year ended
December 31, 2008, the matters required to be discussed by Statement on Auditing
Standards No. 61 (as modified and supplemented). The Company also has
received the written disclosure and letter from Paritz required by Independence
Standards Board Standard No. 1 (as modified and supplemented), and has discussed
with Paritz its independence.
Based on
the review and discussions referred to above, the Audit Committee recommended to
the Board of Directors that the Company’s audited financial statements be
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2008 for filing with the Securities and Exchange Commission.
The Audit
Committee
Casey, K.
Tjang, Chairman
William
Mahomes, Jr.
James L.
Bicksler, Ph.D.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Paritz
& Company, P.A. (“Paritz”) served as Kent Financial’s independent registered
public accounting firm for the fiscal years ended December 31, 2008 and
2007
and
has been selected to serve as the Company's independent registered public
accounting firm for the fiscal year ended December 31, 2009. It is not expected
that a representative of Paritz will be present at the meeting. The
services to be provided by Paritz in 2009 will include performing the audit of
the 2009 financial statements and reviewing quarterly reports. Paritz
has no direct or indirect interest in the Company.
Principal
Accountant Fees and Services
Amounts
paid to Paritz may be found under Item 14.
Principal Accountant Fees
and Services
in Form 10-K for the year ended December 31, 2008 mailed
together with this Information Statement.
STOCKHOLDERS’
PROPOSALS AND NOMINATIONS
Any
stockholder who desires to present proposals to the 2009 annual meeting and to
have such proposals set forth in the Company’s information statement mailed in
conjunction with such annual meeting must submit such proposals to the Company’s
not later than July 19, 2010. All stockholder proposals must comply with Rule
14a-8 promulgated by the Securities and Exchange Commission. While the Board of
Directors will consider stockholder proposals, the Company reserves the right to
omit from the Company’s information statement stockholder proposals that it is
not required to include under the Exchange Act, including Rule
14a-8.
In
addition, the Company’s policy on stockholder nominations for director
candidates requires that to be considered for next year’s slate of directors any
stockholder nominations for director must be received by Bryan P. Healey, the
Secretary of the Company, at the Company’s principal executive office: 211
Pennbrook Road, Far Hills, New Jersey 07931, no later than July 19,
2010.
Stockholders
may write to Bryan P. Healey, the Secretary of the Company, at the Company’s
principal executive office: : 211 Pennbrook Road, P.O. Box 97, Far Hills, New
Jersey 07931, to deliver the stockholder proposals and stockholder nominations
discussed above.
HOUSEHOLDING
OF MATERIALS
Some
banks, brokers, and other nominee record holders may be participating in the
practice of “householding” proxy statements, information statements and annual
reports. This means that only one copy of the Company’s information
statement or annual report may have been sent to multiple shareholders in the
same household. The Company will promptly deliver a separate copy of
either document to any shareholder upon request by writing the Company at the
following address: Kent Financial Services, Inc., 211 Pennbrook Road,
P.O. Box 97, Far Hills, New Jersey 07931, or by calling the Company at the
following phone number: (908) 766-7221. Any shareholder who wants to
receive separate copies of the annual report and proxy statement in the future,
or who is currently receiving multiple copies and would like to receive only one
copy for his or her household, should contact his or her bank, broker, or other
nominee record holder, or contact the Company at the above address and phone
number.
ADDITIONAL
INFORMATION
A copy of
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2008 accompanies this Information Statement.
|
|
By
Order of the Board of Directors
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Paul O. Koether
|
|
|
|
Paul
O. Koether
|
|
|
|
Chairman
|
|
Dated:
November 16, 2009
APPENDIX
A
KENT FINANCIAL SERVICES,
INC., AUDIT COMMITTEE CHARTER
INTRODUCTION
This
Audit Committee Charter (“Charter”) has been adopted by the Board of Directors
(the “Board”) of Kent Financial Services, Inc. (the “Company”). The Audit
Committee of the Board (the “Committee”) shall review and reassess this Charter
annually and recommend any proposed changes to the Board for
approval.
The
Committee assists the Board in fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing, internal control and
financial reporting practices of the Company. It may also have such other duties
as may from time to time be assigned to it by the Board.
The
membership of the Committee shall consist of at least three directors, who are
each free of any relationship that, in the opinion of the Board, may interfere
with such member’s individual exercise of independent judgment. Each Committee
member shall also meet the independence and financial literacy requirements for
serving on audit committees, and at least one member shall have accounting or
related financial management expertise, all as set forth in the applicable rules
of NASDAQ.
The
Committee shall maintain free and open communication with the independent
auditors, and Company management. In discharging its oversight role, the
Committee is empowered to investigate any matter relating to the Company’s
accounting, auditing, internal control or financial reporting practices brought
to its attention, with full access to all Company books, records, facilities and
personnel. The Committee at Company expense may retain outside counsel, auditors
or other advisors as the Committee may deem appropriate.
One
member of the Committee shall be appointed as chair. The chair shall be
responsible for leadership of the Committee, including scheduling and presiding
over meetings, preparing agendas, and making regular reports to the Board. The
chair will also maintain regular liaison with the CEO and CFO.
The
Committee shall meet at least four times a year, or more frequently as the
Committee considers necessary. At least once each year the Committee shall have
separate private meetings with the independent auditors and
management.
Responsibilities
Although
the Committee may wish to consider other duties from time to time, the general
recurring activities of the Committee in carrying out its oversight role are
described below. The Committee shall be responsible for:
a. Recommending
to the Board the independent auditors to be retained (or nominated for
stockholder approval) to audit the financial statements of the Company. Such
auditors are ultimately accountable to the Board and the Committee, as
representatives of the stockholders.
b. Evaluating,
together with the Board and management, the performance of the independent
auditors and, where appropriate, replacing such auditors.
c. Obtaining
annually from the independent auditors a formal written statement describing all
relationships between the auditors and the Company, consistent with Independence
Standards Board Standard Number 1. The Committee shall actively engage in a
dialogue with the independent auditors with respect to any relationships that
may impact the objectivity or independence of the auditors and shall take, or
recommend that the Board take, appropriate actions to oversee and satisfy itself
as to the auditors’ independence.
d. Reviewing
the audited financial statements and discussing them with management and the
independent auditors. These discussions shall include the matters required to be
discussed under Statement of Auditing Standards No. 61 and consideration of the
quality of the Company’s accounting principles as applied in its financial
reporting, including a review of particularly sensitive accounting estimates,
pricing of securities held by the Company, reserves and accruals, judgmental
areas, audit adjustments (whether or not recorded), and other such inquiries as
the Committee or the independent auditors shall deem appropriate. Based on such
review, the Committee shall make its recommendation to the Board as to the
inclusion of the Company’s audited financial statements in the Company’s Annual
Report on Form 10-KSB and any Annual Report to Shareholders.
e. Issuing
annually a report to be included in the Company’s proxy statement as required by
the rules of the Securities and Exchange Commission.
f.
Overseeing the relationship with the independent auditors, including discussing
with the auditors the nature and rigor of the audit process, receiving and
reviewing audit reports, and providing the auditors full access to the Committee
(and the Board) to report on any and all appropriate matters.
g. Discussing
with a representative of management and the independent auditors: (1) the
interim financial information contained in the Company’s Quarterly Reports on
Form 10-QSB prior to their filing, (2) earnings announcements prior to release
(if practicable), and (3) the results of the review of any such information by
the independent auditors. (These discussions may be held with the Committee as a
whole or with the Committee chair, either in person or by
telephone.)
h. Discussing
with management, and the independent auditors the quality and adequacy of and
compliance with the Company’s internal controls.
i.
Discussing with management and/or Company counsel any legal matters (including
the status of pending litigation) that may have a material impact on the
Company’s financial statements, and any material reports or inquiries from
regulatory or governmental agencies.
j.
Reviewing management “conflict of interest” transactions.
The
Committee’s job is one of oversight. Management is responsible for the
preparation of the Company’s financial statements and the independent auditors
are responsible for auditing those financial statements. The Committee and the
Board recognize that management and the independent auditors have more resources
and time, and more detailed knowledge and information regarding the Company’s
accounting, auditing, internal control and financial reporting practices than
the Committee does. Accordingly the Committee’s oversight role does not provide
any expert or special assurance as to the financial statements and other
financial information provided by the Company to its stockholders and
others.
Kent Financial Services (NASDAQ:KENT)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Kent Financial Services (NASDAQ:KENT)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
