UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c)
of
the
Securities Exchange Act of 1934
Check
the
appropriate box:
x
|
Preliminary
Information Statement
|
¨
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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¨
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Definitive
Information Statement
|
ENER1,
INC.
(Name
of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the Appropriate Box):
¨
|
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:
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2.
|
Aggregate
number of securities to which transaction applies:
|
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3.
|
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):
|
|
4.
|
Proposed
maximum aggregate value of transaction:
|
¨
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Fee
paid previously with preliminary materials.
|
¨
|
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.
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Amount
previously paid:
____________________________________________________________
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2.
|
Form,
Schedule or Registration Statement No.:
____________________________________________
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3.
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Filing
Party: ____________________________________________________________
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4.
|
Date
Filed: ____________________________________________________________
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ENER1,
INC.
1540
Broadway, Suite 25C,
New
York,
NY 10036
NOTICE
OF
ACTION TO BE TAKEN BY CONSENT
OF
MAJORITY SHAREHOLDER
December
10, 2008
Dear
Shareholder:
On
November 18, 2008, the Board of Directors of Ener1 adopted a resolution
recommending an amendment to the Articles of Incorporation to increase the
number of authorized shares of the Company’s capital stock. The Company’s
majority shareholder has approved the proposed amendment to the Company’s
Articles of Incorporation through action taken by consent and without a meeting,
as authorized by Section 607.0704 of the Florida Business Corporation Act.
The
actions recommended by the Board of Directors and approved by the Company’s
majority shareholder pursuant to Section 607.0704 of the Florida Business
Corporation Act will become effective no earlier than 20 calendar days after
this Information Statement is sent or given to all persons who were holders
of
record of the Company’s common stock on November 30, 2008.
A
copy of the Articles of Amendment which have been recommended by the Company’s
Board of Directors is attached to this Information Statement.
We
are not asking you for a proxy, nor are we asking you to respond to this notice
in any other way.
The
purpose of this notice is only to provide you with information regarding the
actions which have been approved by our Board of Directors and our majority
shareholder.
|
Sincerely,
|
|
|
|
BY:
/S/ Charles Gassenheimer
|
|
Charles
Gassenheimer
Chief
Executive Officer
|
INFORMATION
STATEMENT
ACTION
TAKEN BY CONSENT OF MAJORITY SHAREHOLDER
OF
ENER1, INC.
This
information statement (this “Information Statement”) is furnished to the holders
of the common stock of Ener1, Inc., (the “Company”) on behalf of the Company in
connection with an increase in the number of authorized shares of the Company’s
capital stock. This action has been recommended by the Company’s Board of
Directors and approved by the Company’s majority shareholder pursuant to and in
accordance with the provisions of Section 607.0704 of the Florida Business
Corporation Act. This action will become effective no earlier than 20 calendar
days after this Information Statement is sent or given to all persons who were
holders of record of the Company’s common stock on November 30, 2008. This
Information Statement is first being mailed to shareholders on or about December
10, 2008.
The
Company’s principal executive offices are located at 1540 Broadway, Suite 25C,
New York, NY 10036
THE
PURPOSE OF THIS INFORMATION STATEMENT IS TO PROVIDE YOU WITH NOTICE OF THE
ACTIONS WHICH HAVE BEEN PROPOSED.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
PROPOSAL
FOR AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE
THE COMPANY’S AUTHORIZED SHARES OF COMMON STOCK
TO
175,714,286 SHARES
PROPOSAL
On
November 18, 2008, the Company’s Board of Directors voted unanimously to
authorize and recommend that its shareholders approve a proposal to increase
the
Company’s authorized shares of common stock to 175,714,286 shares by amending
the Company’s Articles of Incorporation. On November 18, 2008, the Company’s
majority shareholder approved the proposed amendment.
BACKGROUND
INFORMATION
The
Company currently has 112,872,287 shares of its common stock outstanding. It
has
issued options and warrants which give the holders the right to acquire an
estimated additional 30,693,522 shares of its common stock. The Company’s
authorized common stock consists of 150,714,286 shares.
The
Company is increasing its authorized common stock to 175,714,286 shares to:
(1)
allow for potential future issuance of common stock, or options, warrants,
convertible securities and other instruments exercisable or convertible into
common stock; and (2) ensure that the Company has sufficient authorized common
stock to satisfy its obligation to issue common stock upon the exercise of
options and warrants that are currently outstanding.
Additional
authorized but unissued shares of common stock and additional options, warrants,
convertible securities and other instruments may be issued at such times and
for
such consideration as the Board of Directors may determine to be appropriate.
These issuances may be made without further authority from the Company’s
shareholders, except as otherwise required by applicable law or regulation.
All
of
the directors and executive officers of the Company directly or indirectly
hold
shares, options, warrants or other instruments exercisable or convertible into
shares of common stock.
EFFECT
OF
THE AMENDMENT
The
amendment will affect all of the Company’s shareholders uniformly and will not
affect any shareholder’s percentage ownership interest in the Company or
proportionate voting power unless and until additional shares of common stock
authorized through the amendment are issued.
The
amendment will have the following effects upon the shares of the Company’s
capital stock outstanding and the number of authorized and unissued shares
of
capital stock:
|
*
|
The
number of shares of common stock owned by each shareholder will remain
the
same;
|
|
*
|
The
number of shares of authorized common stock will increase to 175,714,286
shares from 150,714,286 shares;
|
|
*
|
The
number of shares of authorized preferred stock will remain unchanged
(none
are currently outstanding); and
|
|
*
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The
par value of the common stock will remain unchanged.
|
NO
RIGHTS
OF APPRAISAL
Under
applicable law, the Company’s shareholders are not entitled to appraisal rights
with respect to the amendment, and the Company will not independently provide
its shareholders with any such right.
CERTAIN
FEDERAL INCOME TAX CONSEQUENCES
The
Company believes that there are no federal income tax consequences to holders
of
common stock as a result of the amendment. However, the Company’s beliefs
regarding the tax consequence of the amendment are not binding upon the Internal
Revenue Service or the courts, and there can be no assurance that the Internal
Revenue Service or the courts will accept the positions expressed above.
This
summary does not purport to be complete and does not address the tax
consequences to holders that are subject to special tax rules, such as banks,
insurance companies, regulated investment companies, personal holding companies,
foreign entities, nonresident foreign individuals, broker-dealers and tax exempt
entities. Shareholders are urged to consult their own tax advisors with respect
to the Federal, State and local tax consequences of the amendment.
APPROVAL
OF PROPOSED AMENDMENT
RECORD
DATE
The
Company set November 30, 2008 (the “Record Date”) as the record date for
purposes of determining the shareholders of record who are entitled to receive
notice of the amendment of the Articles of Incorporation.
REQUIRED
APPROVAL
On
November 18, 2008, the Company’s Board of Directors unanimously approved the
proposed amendment to the Articles of Incorporation to increase the number
of
authorized shares of the Company’s common stock and recommended that such
proposal be submitted for shareholder approval.
Adoption
of the proposed amendment to the Articles of Incorporation requires the approval
of the Company’s shareholders holding not less than a majority of the Company’s
issued and outstanding common stock. As of the Record Date, there
were 112,872,287 shares of common stock issued and outstanding, each share
being entitled to a single vote, of which 64,419,414 shares, or approximately
57%, were owned by Ener1 Group, Inc. (“Ener1 Group”). Rather than holding a
meeting of its shareholders to vote on the proposed amendment to the Articles
of
Incorporation, the Company obtained the approval of the proposed action from
Ener1 Group, the holder of a majority of the Company’s issued and outstanding
common stock, by written consent in lieu of a meeting.
In
accordance with Rule 14c-2 under the Securities Exchange Act of 1934, the
actions recommended by the directors and approved by written consent of the
majority shareholder will not take effect any earlier than 20 calendar days
after the date on which this Information Statement is sent or given to all
persons who were holders of record of the Company’s issued and outstanding
common stock on the Record Date. The amendment will become effective upon filing
with the State of Florida.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF / SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
table
below contains information as of November 30, 2008 about shareholders whom
we
believe are the beneficial owners of more than five percent (5%) of our
outstanding common stock, as well as information regarding stock ownership
by
our directors, named executive officers who are currently serving in such
capacity, individuals who have served as a director or executive officer of
the
registrant since the beginning of 2008, and our directors and executive officers
as a group. Except as described below, we know of no person that beneficially
owns more than 5% of our outstanding common stock. As of November 30, 2008,
112,872,287 shares of common stock were outstanding. Except as otherwise noted
below, each person or entity named in the following table has the sole voting
and investment power with respect to all shares of our common stock that he,
she
or it beneficially owns. The holders of our shares of common stock are entitled
to one vote for each outstanding share on matters submitted to our shareholders.
Except as otherwise noted below, the address of each person or entity named
in
the following table is c/o Ener1, Inc., 1540 Broadway, Suite 25C, New York,
NY
10036.
|
|
Amount Of
|
|
|
|
Percent
|
|
|
|
Beneficial
|
|
|
|
Of
|
|
Name
|
|
Ownership
|
|
|
|
Class
|
|
Ener1
Group, Inc.
|
|
|
77,408,551
|
|
|
(1)
|
|
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61.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Alpha
Class Investments Limited, c/o TVG Capital Partners Limited, 16th
Floor.
No.
8 Queen’s Road Central, Hong Kong
|
|
|
7,560,000
|
|
|
(2)
|
|
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6.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Morgan
Stanley & Co., Incorporated, 1585 Broadway, 10th Floor, New York, NY
10036
|
|
|
7,400,001
|
|
|
|
|
|
6.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Anchorage
Capital Master Offshore, LTD. Sixth Floor, 610 Broadway, New York,
NY
10012
|
|
|
6,105,894
|
|
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(3)
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|
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5.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Charles
Gassenheimer
|
|
|
500,000
|
|
|
(4)
(16)
|
|
|
*
|
|
Peter
Novak
|
|
|
535,970
|
|
|
(5)
(16)
|
|
|
*
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|
Kenneth
R. Baker
|
|
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14,286
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|
|
(6)
|
|
|
*
|
|
Marshall
Cogan
|
|
|
-
|
|
|
|
|
|
*
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|
Karl
Gruns
|
|
|
50,477
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|
|
(7)
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|
|
*
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|
Ludovico
Manfredi
|
|
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25,239
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|
|
(8)
|
|
|
*
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|
Thomas
J. Snyder
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|
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14,286
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|
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(9)
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|
|
*
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|
Mike
Zoi
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|
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119,174
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|
(10)
(16)
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|
|
*
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|
Naoki
Ota
|
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309,857
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(11)
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|
|
*
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|
Ulrik
Grape
|
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98,230
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|
(12)
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|
|
*
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|
Gerard
Herlihy
|
|
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66,668
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|
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(13)
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|
|
*
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|
Ajit
Habbu
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|
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265,714
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(14)
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|
|
*
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|
Rex
Hodge
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40,000
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|
|
|
|
|
*
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|
Directors
and officers as a group (eleven persons)
|
|
|
1,615,012
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(15)
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|
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1.4
|
%
|
*
Less
than 1%
Notes
are on following page.
(1)
|
Includes
12,989,137 shares issuable under outstanding warrants exercisable
during
the 60 day period following November 30, 2008
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(2)
|
Includes
2,560,000 shares issuable under outstanding warrants exercisable
during
the 60 day period following November 30, 2008
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(3)
|
Includes
228,571 shares issuable under outstanding warrants exercisable during
the
60 day period following November 30, 2008
|
(4)
|
Includes
214,286 shares issuable under outstanding warrants and options exercisable
during the 60 day period following November 30, 2008
|
(5)
|
Includes
279,054 shares issuable under outstanding warrants exercisable during
the
60 day period following November 30, 2008
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(6)
|
Includes
14,286 shares issuable under outstanding options exercisable during
the 60
day period following November 30, 2008
|
(7)
|
Includes
43,334 shares issuable under outstanding options exercisable during
the 60
day period following November 30, 2008
|
(8)
|
Includes
25,239 shares issuable under outstanding options exercisable during
the 60
day period following November 30, 2008
|
(9)
|
Includes
14,286 shares issuable under outstanding options exercisable during
the 60
day period following November 30, 2008
|
(10)
|
Includes
62,048 shares issuable under outstanding warrants exercisable during
the
60 day period following November 30, 2008
|
(11)
|
Includes
309,856 shares issuable under outstanding options exercisable during
the
60 day period following November 30, 2008
|
(12)
|
Includes
83,943 shares issuable under outstanding options exercisable during
the 60
day period following November 30, 2008
|
(13)
|
Includes
23,810 shares issuable under outstanding options exercisable during
the 60
day period following November 30, 2008
|
(14)
|
Includes
265,714 shares issuable under outstanding options exercisable during
the
60 day period following November 30, 2008
|
(15)
|
Includes
1,008,094 shares issuable under outstanding warrants and options
exercisable during the 60 day period following November 30,
2008
|
(16)
|
The
amount shown does not include common stock beneficially owned by
Ener1
Group, Inc., a company of which Charles Gassenheimer, Dr. Novak and
Mr.
Zoi are directors, and Messrs. Novak and Zoi are shareholders. Mr.
Gassenheimer owns warrants to purchase shares of Ener1 Group. Mr.
Gassenheimer, Dr. Novak and Mr. Zoi disclaim beneficial ownership
of any
Ener1 common stock beneficially owned by Ener1 Group,
Inc.
|
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table sets forth information regarding the compensation paid during
2007 and 2006 to the individual serving during 2007 as our Chief Executive
Officer and each of our two additional most highly compensated executive
officers who served as executive officers on December 31, 2007 (whom we
refer to collectively as the “named executive officers”).
Name and Principal
Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Option
Awards ($)
|
|
All Other
Compen-
sation ($)
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Peter Novak
|
|
|
2007
|
|
$
|
415,540
|
|
$
|
215,000
|
|
$
|
-
|
|
$
|
35,599
|
(4)
|
$
|
666,139
|
|
President
and Former Chief Executive Officer (1)
|
|
|
2006
|
|
|
250,010
|
|
|
-
|
|
|
-
|
|
|
53,944
|
(4)
|
|
303,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Naoki
Ota
|
|
|
2007
|
|
|
220,002
|
|
|
25,000
|
|
|
366,000
|
(6)
|
|
-
|
(9)
|
|
611,002
|
|
Chief
Operating Officer (2)
|
|
|
2006
|
|
|
160,596
|
|
|
-
|
|
|
645,000
|
(5)
|
|
-
|
|
|
805,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ulrik
Grape
|
|
|
2007
|
|
|
250,000
|
|
|
25,000
|
|
|
366,000
|
(8)
|
|
-
|
(10)
|
|
641,000
|
|
Executive
Vice President (3)
|
|
|
2006
|
|
|
247,198
|
|
|
-
|
|
|
126,000
|
(7)
|
|
-
|
|
|
373,198
|
|
(1)
|
Dr.
Novak was appointed Chief Executive Officer on December 28, 2006
and
resigned the position on August 19, 2008. Prior to that Dr. Novak
provided
services to us as an employee for which he received annual compensation
of
$250,000. Effective December 28, 2006, Dr. Novak’s salary was increased to
$430,000 annually. Dr. Novak is also a director. He does not receive
any
compensation for his services as a director.
|
|
|
(2)
|
Mr.
Ota was appointed Chief Operating Officer in November 2007. He is
also
President and Chief Operating Officer of our EnerDel
subsidiary.
|
|
|
(3)
|
Mr.
Grape has been our Executive Vice President since January 2006. He
is also
Chief Executive Officer of our EnerDel subsidiary.
|
|
|
(4)
|
Includes
$20,697 for employee life insurance premiums and $33,247 for automobile
related payments paid in 2006. Includes $14,553 for employee life
insurance premiums and $21,046 for automobile related payments paid
in
2007.
|
|
|
(5)
|
In
October 2006, Mr. Ota was awarded an option to purchase 214,286 shares
of
our common stock and in December 2006 he was awarded an option to
purchase
142,858 shares of our common stock. In accordance with SFAS No. 123R,
the
value of these options was determined using a Black-Scholes model.
Cross-reference is made to Part II, Item 7, Footnote No. 13, Stock
Based
Compensation for assumptions made in the valuation of these options.
|
|
|
(6)
|
In
December 2007, Mr. Ota was awarded an option to purchase 85,715 shares
of
our common stock. In accordance with SFAS No. 123R, the value of
these
options was determined using a Black-Scholes model. Cross-reference
is
made to Part II, Item 7, Footnote No. 13, Stock Based Compensation
for
assumptions made in the valuation of these options.
|
|
|
(7)
|
In
December 2006, Mr. Grape was awarded an option to purchase 85,715
shares
of our common stock. In accordance with SFAS No. 123R, the value
of these
options was determined using a Black-Scholes model. Cross-reference
is
made to Part II, Item 7, Footnote No. 13, Stock Based Compensation
for
assumptions made in the valuation of these options.
|
(8)
|
In
December 2007, Mr. Grape was awarded an option to purchase 85,715
shares
of our common stock. In accordance with SFAS No. 123R, the value
of these
options was determined using a Black-Scholes model. Cross-reference
is
made to Part II, Item 7, Footnote No. 13, Stock Based Compensation
for
assumptions made in the valuation of these options.
|
|
|
(9)
|
In
December 2007, Mr. Ota forfeited performance options to purchase
21,429
shares.
|
|
|
(10)
|
In
December 2007, Mr. Grape forfeited performance options to purchase
8,572
shares.
|
Employment
Agreements
Effective
July 27, 2005, EnerDel, Inc. entered into an employment agreement with Mr.
Grape, under which Mr. Grape serves as its Chief Executive Officer. Mr. Grape’s
salary under the agreement is initially $250,000 per year. The employment
agreement may be terminated with or without cause (as defined in the agreement)
by EnerDel, Inc. In the event of a termination without cause or termination
by
Mr. Grape with good reason (as defined in the agreement), EnerDel shall pay
Mr.
Grape severance in the form of his base salary for a period of six months.
The
agreement calls for Mr. Grape to be awarded an immediately vested option to
purchase 14,286 shares of Ener1 common stock at an exercise price of $0.00
per
share. In addition to this equity sign-on bonus, Mr. Grape received a cash
sign-on bonus of $70,000.
Pursuant
to a separate option plan, Mr. Grape was awarded an option to purchase 142,857
shares of Ener1’s common stock with an exercise price equal to the fair market
value on the date of grant, vesting 25% on each anniversary of the employment
agreement. These options do not become exercisable until EnerDel’s annual
revenue exceeds $5.6 million. The target revenue has not yet been met. In the
event of change of control (as defined in the agreement) any unvested options
shall vest and shall be fully exercisable immediately. This option has a ten
year life.
Compensation
of Executives
On
October 16, 2006 Mr. Ota was granted options to purchase 214,286 shares of
our
common stock. Currently, 142,856 options are vested and 71,430 options will
vest
on December 31, 2008. On December 21, 2006 Mr. Ota was granted options to
purchase 142,858 shares of our common stock subject to specifically identified
performance criteria and subject to forfeiture if such performance criteria
are
not met. In December 2007, the Board of Directors determined that 70% of the
performance criteria were met, 15% of the performance criteria were extended
into 2008 and 15% of the performance criteria were not met. As a result, options
to purchase 100,000 shares were deemed earned, options to purchase 21,429 shares
are unearned and options to purchase 21,429 shares were forfeited. The 100,000
earned options will vest one-third per year period on the anniversary of the
date of grant starting December 21, 2007. The 21,429 unearned options continue
to be subject to specifically identified performance criteria. On December
19,
2007, Mr. Ota was granted options to purchase 85,714 shares of our common stock
subject to specifically identified performance criteria and subject to
forfeiture if such performance criteria are not met.
On
December 21, 2006 Mr. Grape was granted options to purchase 28,572 shares of
our
common stock. Currently, 19,048 options are vested and 9,524 options will vest
on December 21, 2008. On December 21, 2006 Mr. Grape was granted options to
purchase 57,143 shares of our common stock subject to specifically identified
performance criteria and subject to forfeiture if such performance criteria
are
not met. In December 2007, the Board of Directors determined that 70% of the
performance criteria were met, 15% of the performance criteria were extended
into 2008 and 15% of the performance criteria were not met. As a result, options
to purchase 39,999 shares were deemed earned, options to purchase 8,572 shares
are unearned and options to purchase 8,572 shares were forfeited. The 39,999
earned options will vest one-third per year on the anniversary of the date
of
grant starting December 21, 2007. The 8,572 unearned options continue to be
subject to specifically identified performance criteria. On December 19, 2007,
Mr. Grape was granted options to purchase 85,715 shares of our common stock
subject to specifically identified performance criteria and subject to
forfeiture if such performance criteria are not met.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2007
Option
Awards
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
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Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
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Option
Exercise
Price ($)
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Option
Expiration
Date
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Dr.
Peter Novak
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-
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-
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-
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-
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-
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Naoki
Ota
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142,856
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71,430
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(1)
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-
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2.17
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10/13/16
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33,333
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66,667
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(3)
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21,429
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(2)
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1.61
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12/21/11
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-
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-
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85,714
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(2)
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4.90
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12/19/12
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-
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-
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-
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Ulrik
Grape
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-
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71,429
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(4)
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71,429
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(4)
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3.43
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09/29/15
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19,048
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9,524
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(5)
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-
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1.61
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12/21/11
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13,333
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26,666
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(6)
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8,572
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(2)
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1.61
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12/21/11
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-
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-
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85,715
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(2)
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4.90
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12/19/12
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(1)
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Vests
71,430 shares on 12/31/08.
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(2)
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Unearned
options are subject to specifically identified performance milestones.
Upon achievement of milestones options will become earned and will
vest
ratably over a three year period.
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(3)
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Vests
33,333 on 12/21/08 and 33,334 on 12/21/09.
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(4)
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These
options do not become exercisable until EnerDel's annual revenue
exceeds
$5.6 million. This target revenue has not yet been met. Of the total
options, 71,429 are vested. The remaining 71,429 options will vest
35,714
on 10/1/08 and 35,715 on 10/1/09.
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(5)
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Vests
9,524 on 12/31/08.
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(6)
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Vests
13,333 on 12/21/08 and 12/21/09.
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2007
DIRECTOR COMPENSATION
Name
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(1)
Fees Earned
or
Paid in
Cash ($)
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Option
Awards ($)
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Total ($)
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Charles,
Gassenheimer
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-
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610,000
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(4)
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610,000
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Kenneth
Baker
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20,000
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72,000
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(2)
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92,000
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Marshall
Cogan
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-
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-
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-
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Karl
Gruns
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40,000
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61,000
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(3)
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101,000
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Ludovico
Manfredi
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40,000
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61,000
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(3)
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101,000
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Thomas
Snyder
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20,000
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72,000
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(2)
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92,000
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Mike
Zoi
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-
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-
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-
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(1)
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Independent
non-executive directors are entitled to receive annual board fees
of
$40,000 payable in cash, $10,000 per quarter, and to be reimbursed
for
travel expenses to attend Board and Committee meetings. Each independent
director is entitled to participate in the 2002 Non-Employee Director
Stock Participation Plan which provides for the grant of 1,429 options
for
each year the director serves as a member of the board of directors
at an
exercise price equal to the fair market value of our Common Stock
on the
date of grant.
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(2)
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In
July 2007, Mr. Baker and Mr. Snyder were each awarded an option to
purchase 42,858 shares of our common stock. In accordance with SFAS
No.
123R, the value of these options was determined using a Black-Scholes
model. Cross-reference is made to Part II, Item 7, Footnote No. 13,
Stock
Based Compensation for the assumptions made in the valuation of these
options.
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(3)
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In
December 2007, Mr. Gruns and Mr. Manfredi were each awarded an option
to
purchase 14,286 shares of our common stock. In accordance with SFAS
No.
123R, the value of these options was determined using a Black-Scholes
model. Cross-reference is made to Part II, Item 7, Footnote No. 13,
Stock
Based Compensation for the assumptions made in the valuation of these
options.
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(4)
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In
December 2007, Mr. Gassenheimer was awarded an option to purchase
142,858
shares of our common stock. In accordance with SFAS No. 123R, the
value of
these options was determined using a Black-Scholes model. Cross-reference
is made to Part II, Item 7, Footnote No. 13, Stock Based Compensation
for
the assumptions made in the valuation of these
options.
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Compensation
of Directors
Mr.
Gassenheimer serves as the Chairman of our Company and on August 19, 2008,
was appointed Chief Executive Officer of the Company. We reimbursed Ener1 Group
$300,000 for salary paid to Mr. Gassenheimer during the year. During 2007,
Mr.
Gassenheimer was awarded an option to purchase up to 142,858 shares of our
common stock at an exercise price of $4.90 per share. . This option was fully
vested on the date of grant and has a five year term.
Mr.
Baker
became an independent, non-executive director of our Company in July 2007 and
is
Chairman of our Compensation Committee. Upon his appointment to the Board of
Directors he was awarded an option to purchase up to 42,858 shares of our common
stock at an exercise price of $2.80. Such option will vest ratably over three
years and has a ten year term.
Mr.
Gruns
serves as an independent, non-executive director and is the Chairman of our
Audit Committee. During 2007, Mr. Gruns was awarded an option to purchase up
to
14,286 shares of our common stock with an exercise price of $4.90. Such option
will vest ratably over three years and has a ten year term.
Mr.
Manfredi serves as an independent, non-executive director and is a member of
our
Audit Committee. During 2007, Mr. Manfredi was awarded an option to purchase
up
to 14,286 shares of our common stock with an exercise price of $4.90. Such
option will vest ratably over three years and has a ten year term.
Mr.
Snyder became an independent, non-executive director of our company in July
2007
and was a member of our Audit Committee from July 2007 to February 2008. Upon
his appointment to the Board of Directors he was awarded an option to purchase
up to 42,858 shares of our common stock at an exercise price of $2.80. Such
option will vest ratably over three years and has a ten year term.
Other
than described herein, our directors do not receive compensation for their
services as directors or members of committees.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders
sharing an address unless the Company has received contrary instructions from
one or more of the security holders. The Company shall deliver promptly upon
written or oral request a separate copy of the Information Statement to a
security holder at a shared address to which a single copy of the Information
Statement was delivered. A security holder can notify the Company that the
security holder wishes to receive a separate copy of the Information Statement
by sending a written request to the Company at 1540 Broadway, Suite 25C, New
York, NY 10036 or by calling the Company at (212) 920-3500 and requesting a
copy
of the Information Statement. Security holders who receive multiple copies
of
the Information Statement at their address and would like to request that only
a
single copy of communications be delivered to the shared address may do so
by
making either a written or oral request to the Company contacts listed above.
Exhibit
B
ARTICLES
OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
ENER1, INC.
Pursuant
to Section 607.1006 of the Business Corporation Act of the State of Florida,
the
undersigned, being the Chief Executive Officer of ENER1, INC., a Florida
corporation bearing document number H36296 (the “Corporation”), does hereby
certify:
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FIRST:
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That,
at a meeting of the Board of Directors duly held on November 18,
2008, the
Board of Directors of the Corporation approved amendments to the
Corporation’s Articles of Incorporation increasing the number of shares of
common stock authorized by the Corporation to
175,714,286.
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SECOND:
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Article
IV(a) of the Corporation’s Articles of Incorporation shall be deleted in
its entirety and replaced with the following:
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“ARTICLE
IV
CAPITAL
STOCK
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a.
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the
total number of shares of capital stock authorized to be issued
by this
corporation shall be:
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175,714,286
shares of common stock, par value $0.01 per share (the “Common Stock:);
and
5,000,000
shares of preferred stock, par value $0.01 per share (the “Preferred
Stock”).”
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THIRD:
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Except
as hereby amended, the Articles of Incorporation of the Corporation
shall
remain the same.
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FOURTH:
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These
Articles of Amendment shall be effective as of the date and time
of
filing.
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FIFTH:
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These
Articles of Amendment have been approved and adopted by the shareholder
of
the Corporation holding a majority of the votes entitled to be
cast on the
amendments, by written consent of the majority shareholder dated
November
18, 2008, pursuant to Section 607.0704 of the Florida Business
Corporation
Act. Therefore, the number of votes cast for the amendments to
the
Corporation’s Articles of Incorporation by the shareholder of the
Corporation was sufficient for
approval.
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IN
WITNESS WHEREOF, said Corporation has caused these Articles of Amendment to
be
signed in its name by its Chief Executive Officer on December , 2008.
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ENER1,
INC.
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BY:
/S/ Charles Gassenheimer
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Charles
Gassenheimer
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Chief
Executive Officer
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Ener1 (AMEX:HEV)
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