UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x |
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended June 30, 2014
or
| ¨ |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from
to
.
Commission file number: 001-31265
RAND
WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE |
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84-1035353 |
| (State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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| 161 Worcester Road, Suite 401, Framingham, Massachusetts |
|
01701 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (508) 663-1400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K x
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large Accelerated Filer |
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¨ |
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Accelerated Filer |
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¨ |
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| Non-Accelerated Filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller Reporting Company |
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x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act. Yes ¨ No x
The aggregate market value of the voting and non-voting equity stock held by non-affiliates of the registrant, computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common equity, as of December 31, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter): $39,953,036.
The number of shares of common stock outstanding as of October 22, 2014 was 54,491,296.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to the Annual Report of Rand Worldwide, Inc. (the “Company”, “us” and
“our”) on Form 10-K for the year ended June 30, 2014, which was initially filed with the Securities and Exchange Commission (the “SEC) on September 29, 2014 (the “Original Filing”), is being filed to amend Part III
of Form 10-K to include the information required thereby. At the time the Original Filing was filed with the SEC, the Company intended to include such information in its definitive proxy statement for the 2014 annual meeting of stockholders (the
“Proxy Statement”) and incorporate such information into the Original Filing by reference to the Proxy Statement in reliance on General Instruction G(3) to Form 10-K, but the Company has since determined that it will not file the Proxy
Statement within 120 days of June 30, 2014. Pursuant to Exchange Act Rule 12b-15, new certifications by the Company’s principal executive officer and principal accounting officer are filed or furnished with this Amendment No. 1 as
Exhibits 31.1, 31.2 and 32.1, so Item 15 of Part IV and the Exhibit Index of the Original Filing have also been amended.
Except as
expressly provided in this Amendment No. 1 on Form 10-K/A, this Amendment No. 1 speaks as of the date of the Original Filing and the Company has not updated the disclosures contained in any item thereof to speak as of a later date. All
information contained in this Amendment No. 1 on Form 10-K/A is subject to updating and supplementing as provided in the Company’s reports filed with the SEC subsequent to the date oo which the Original Report was filed.
RAND WORLDWIDE, INC.
FORM 10-K/A (AMENDMENT NO. 1)
TABLE OF CONTENTS
PART III
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Board of Directors
The Company has six directors. Certain information regarding the directors, including their names, ages as of the October 22, 2014, and
principal occupations and business experience for the past five years, is set forth below. The Company’s Chief Executive Officer and its President and Chief Financial Officer are also directors.
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| Name |
|
Age |
|
Director Since |
| Richard A. Charpie |
|
62 |
|
August 2010 |
| Marc L. Dulude |
|
54 |
|
August 2010 |
| Peter H. Kamin |
|
52 |
|
March 2012 |
| Manu Parpia |
|
64 |
|
March 2011 |
| Lawrence Rychlak |
|
58 |
|
September 2013 |
| Charles D. Yie |
|
56 |
|
August 2010 |
RICHARD A. CHARPIE, PhD — Dr. Charpie joined the Board in connection with the the merger of a
separate Delaware corporation known as Rand Worldwide, Inc. (“pre-merger Rand Worldwide”) with and into the Company, then known as Avatech Solutions, Inc. (the “Merger”), which occurred on August 17, 2010. At that time, he
was also elected Chairman of the Board and remained in that role until September 2013. He has more than 30 years of private equity experience and is a Managing Partner of Ampersand Capital, a private equity firm (“Ampersand”), which,
through its associated funds (the “Amerpsand Funds”), is currently the largest equity owner of RWWI Holdings, LLC (“RWWI”), the sole stockholder of pre-merger Rand Worldwide. Dr. Charpie joined Ampersand’s predecessor
in 1980 and led its activities beginning in 1983. He has served as a director of more than 35 companies and as Chairman of more than 10 companies. He holds an M.S. degree in Physics and a Ph.D. in Economics and Finance, both from the Massachusetts
Institute of Technology. He served on the board of directors of the pre-merger Rand Worldwide immediately prior to the Merger.
MARC L.
DULUDE — Mr. Dulude became a director and Chief Executive Officer of the Company in connection with the Merger and became Chairman of the Board in September 2013. From April 1, 2009 through the date of the Merger, Mr. Dulude
was the President, Chief Executive Officer, and Chairman of the Board of the pre-merger Rand Worldwide. Prior to the Company and since 2002, Mr. Dulude was a General Partner with Ampersand. Before Ampersand, Mr. Dulude spent six years at
Moldflow Corporation, a product design simulation software company, where he was Chairman, President and CEO. Mr. Dulude has nearly two decades of experience as a senior information technology executive, including serving as Senior VP of
Marketing at Parametric Technology Corporation (NASDAQ: PMTC), a product lifecycle management company, and in various positions at Nortel, a telecommunications company. Mr. Dulude holds a M.Eng. Degree in Mechanical Engineering from Carleton
University. Mr. Dulude is on the board of directors of Kortec, Inc., a PET packaging equipment manufacturing company.
PETER H.
KAMIN — Mr. Kamin joined the Board of Directors in March 2012. He is the founder and Managing Partner of 3K Limited Partnership. For the previous 11 years, Mr. Kamin was a founding member and Managing Partner of ValueAct Capital.
Prior to founding ValueAct Capital in 2000, Mr. Kamin founded and managed Peak Investment L.P. Peak was a limited partnership, organized to make investments in a select number of domestic public and private companies. Mr. Kamin is
presently a Director of Ambassadors Group, Inc., MAM Software Group, Inc., Tile Shop Holdings and several privately held companies. Mr. Kamin has previously served as a Director of a number of public and private companies. Mr. Kamin holds
a BA from Tufts University and an MBA from Harvard’s Graduate School of Business.
MANU PARPIA — Mr. Parpia joined
the Board of Directors in March 2011. Mr. Parpia was Chief Executive of the Electronic Business Equipment Division of Godrej & Boyce from the mid-1980s to 1999. During this period, he also founded Godrej Pacific, and served as its
Managing Director from 1995 to 1999. In his activities with Godrej, he oversaw the design, development, manufacture and distribution of a variety of high-tech products. After his time at Godrej, he founded Geometric Ltd. and assumed the position of
Managing Director, serving Geometric in that role until 2006. Today he sits on many boards including Geometric Ltd., 3d PLM Software Solutions Ltd., Virgo Engineers Ltd. and Godrej Infotech Ltd. In addition he is a Charter Member of The Indus
Entrepreneurs (TiE) - Mumbai Chapter where he chairs their mentoring efforts.
LAWRENCE RYCHLAK — Mr. Rychlak joined the Board of Directors in September 2013.
Mr. Rychlak was hired by the Company in May 2005 as Chief Financial Officer and was appointed President in October 2009. Following the Merger, Mr. Rychlak continued as the President and Chief Financial Officer of the Company. Prior to
joining the Company, he worked for Environmental Elements Corporation, where he served as interim president and Senior Vice President and Chief Financial Officer from 2001 to May 2005. Mr. Rychlak’s background also includes several senior
financial positions in both for profit and not-for-profit organizations, business consulting with a regional consulting firm and eight years with an international accounting and consulting firm. He is a Certified Public Accountant and holds a
Bachelor of Arts degree in Accounting and a Master’s degree in Business Administration from Loyola University Maryland.
CHARLES
D. YIE — Mr. Yie joined the Board of Directors in connection with the Merger. He is a Senior Advisor of Ampersand, which he joined in 1985, and has been a director of more than 20 companies, including as Board Chair of four companies.
Mr. Yie formerly served as a systems engineer and manufacturing specialist at Hewlett-Packard Company. He holds a B.S. degree in Electrical Engineering and a M.S. degree in Management, both from the Massachusetts Institute of Technology.
Mr. Yie currently serves as the Chair of the board of directors of Kortec, Inc.
Qualifications of Directors
The following table lists the specific experience, qualifications, other attributes and skills of each of the directors that led the Board of
Directors to determine that such persons should serve on the Board.
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| Director |
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Skills/Qualifications |
| Richard A. Charpie |
|
Business and Finance experience gained over 30 years of private equity experience; Managing Partner of Ampersand; Numerous directorships of public and private companies; Board Chair of more than 10 companies; Ph.D. in Economics
and Finance. |
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| Marc L. Dulude |
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Business experience includes several directorships and senior executive roles in both public and private companies; Eight years of private equity experience; In addition to business experience, possesses a strong technical
background including a M. Eng. degree in Mechanical Engineering. |
|
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| Peter H. Kamin |
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Founder of ValueAct Capital, a venture capital firm; Founded and managed Peak Investment L.P. a limited partnership, organized to make investments in a select number of domestic public and private companies; Holds BA and MBA
degrees. |
|
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| Manu Parpia |
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Business and Finance experience gained over 30 years of experience; Previous senior executive experience in a public company and several positions on Boards of Directors; B.S. degree in Chemical Engineering and a MBA. |
|
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| Lawrence Rychlak |
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Business and Finance experience gained over 35 years of experience; Previous senior executive experience in a variety of private and public companies; B.A. degree in Accounting, MBA and a Certified Public Accountant. |
|
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| Charles D. Yie |
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Business experience includes directorships in more than 20 companies and prior senior executive experience; Significant private equity experience with Ampersand as a General Partner and most recently as a Senior Advisor; B.S.
degree in Electrical Engineering and M.S. degree in Management. |
Interests of Directors
In connection with the Merger, the Company and each person who was serving as a director or an executive officer of the Company immediately
prior to the Merger (each, a “Holder”) entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with RWWI. Under the Stockholders’ Agreement, until the date on which RWWI ceases to hold at least 25%
of the shares of the Company’s Common Stock (the “Designation Period”), the parties agreed, among other things, that (i) the Board will nominate three individuals designated by RWWI to serve on our Board (each, a “Designator
Nominee”) and recommend that the stockholders vote to elect such Designator Nominees as directors, (ii) the Board will fill any vacancy that may arise upon the resignation, removal, death or disability of any of the elected Designator
Nominees with a new director chosen by RWWI, and (iii) the Board nominate for election and recommend that the stockholders vote to elect our Chief Executive Officer to serve as a director (upon such election, the “CEO Director”) and
that the initial CEO Director would be Mr. Dulude. Messrs. Charpie and Yie were most recently designated as Designator Nominees by RWWI, and Mr. Dulude was most recently designated as the CEO Director by RWWI.
During the Designation Period, each Holder also agreed to vote, and to cause each of his affiliates to vote, all of their voting securities
held by such Holder or affiliate (i) for the election of Designator Nominees, (ii) against the removal of any elected Designator Nominee except for cause unless such removal is directed or approved by RWWI, (iii) for the removal of
any elected Designator Nominee if such removal is directed or approved by RWWI, and (iv) for the election of a nominee designated to fill any vacancy created by the resignation, removal, death or disability of an elected Designator Nominee or
the CEO Director. All Holders agreed to execute, and to cause their affiliates to execute, any written consents required to effectuate their obligations under the Stockholders’ Agreement.
The Company has entered into indemnification agreements (the “Indemnification Agreements”) with each of its directors (each, an
“Indemnitee” and collectively, the “Indemnitees”). Under the Indemnification Agreements, the Company agreed to indemnify each Indemnitee to the fullest extent permitted by law against any liability arising out of the
Indemnitee’s performance of his or her duties to the Company. The indemnification provided by the Indemnification Agreements is in addition to the indemnification required by the Company’s bylaws and applicable law. Among other things,
each Indemnification Agreement indemnifies the Indemnitee (and under certain circumstances, investment funds affiliated with the Indemnitee) against certain expenses (including reasonable attorneys’ fees) incurred by the Indemnitee in any
action or proceeding, including any action by or in the right of the Company, arising out of the Indemnitee’s service to the Company or to any other entity to which the Indemnitee provides services at the Company’s request. Further, each
Indemnification Agreement requires the Company to advance funds to the Indemnitee to cover any expenses the Indemnitee incurs in connection with any proceeding against the Indemnitee as to which the Indemnitee could be indemnified. Each of the
directors is an Indemnitee.
Audit Committee Financial Expert
The Board has determined that Mr. Yie satisfies the definition of “audit committee financial expert” contained in Item 407
of Regulation S-K adopted by the SEC.
Executive Officers
Set forth below is information with respect to the individuals who serve as the executive officers of the Company.
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| Name |
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Age |
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Position |
| Marc L. Dulude |
|
54 |
|
Chairman of the Board and Chief Executive Officer |
| Lawrence Rychlak |
|
58 |
|
President and Chief Financial Officer |
Marc L. Dulude - Mr. Dulude became Chief Executive Officer in connection with and pursuant to the
terms of the Merger and became Chairman in September 2013.
Lawrence Rychlak - Mr. Rychlak became President and Chief
Financial Officer in connection with and pursuant to the terms of the Merger.
Family Relationships
There are no family relationships among our directors and/or executive officers.
Code of Ethics
The Company has adopted a
Code of Business Conduct and Ethics (“Code of Ethics”) that is designed to promote the highest standards of ethical conduct by the Company’s directors, executive officers and employees, including its principal executive officer,
principal financial officer, principal accounting officer, or controller, or persons performing similar functions. The Code of Ethics is posted on the Company’s Internet website at http://www.rand.com. In the event of an amendment to, or
a waiver from, a provision of the Company’s Code of Ethics that applies to any of the Company’s principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions,
the Company intends to promptly disclose such amendment or waiver on its Internet website.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires directors and executive officers of the
Company and each person who beneficially owns more than ten percent of the outstanding shares of Common Stock to file with the SEC an initial report of beneficial ownership on Form 3 and reports with respect to subsequent changes in beneficial
ownership of such securities on Form 4 or Form 5. To the Company’s knowledge, based solely upon the review of the copies of such reports furnished to the Company, these persons timely filed all reports required by Section 16(a) during the
fiscal year ended June 30, 2014.
| ITEM 11. |
EXECUTIVE COMPENSATION |
Compensation of Directors
The full Board is responsible for establishing compensation policies and setting directors’ compensation. The following table provides
information about the compensation paid to or earned by the Company’s directors during fiscal year 2014 who are not named executive officers (as defined below under the heading “Executive Compensation”). Information regarding
directors who are also named executive officers is presented in the Summary Compensation Table that is also provided below. Information with respect to Messrs. Charpie and Yie is not included because they waived receipt of, and did not receive, any
compensation, in any form, from the Company during fiscal year 2014.
DIRECTOR COMPENSATION
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| Name |
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Fees Earned
or Paid in Cash
($) |
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|
Stock Awards
($)(1) |
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Option
Awards
($)(1, 2) |
|
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All Other
Compensation
($)(3) |
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Total
($) |
|
| Peter H. Kamin |
|
|
15,000 |
|
|
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0 |
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|
4,380 |
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|
|
0 |
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|
19,380 |
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| Manu Parpia |
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|
14,500 |
|
|
|
0 |
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|
|
4,380 |
|
|
|
6,032 |
|
|
|
24,912 |
|
| (1) |
The value of each equity award reflects the aggregate grant date fair value of that award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification
(“ASC”) Topic 718, “Accounting for Stock Compensation”. See Note 1 to the consolidated audited financial statements presented elsewhere in this report regarding the assumptions underlying the valuation of equity awards.
|
| (2) |
At June 30, 2014, outstanding stock options held by Mr. Kamin and Mr. Parpia were options to purchase 36,000 and 40,200 shares, respectively. |
| (3) |
Amounts represent travel reimbursements for attending Board and other Company meetings. |
Under
the provisions of the current Board Compensation Plan, non-employee members of the Board of Directors receive an annual salary of $10,000, payable in quarterly installments, as well as $1,000 for each meeting attended. The Chair of the Compensation
Committee receives an additional $2,500 per year, paid in quarterly installments, for performing his duties and the Audit Committee Chair receives an additional annual salary of $24,000, also paid in quarterly installments. Non-employee members of
the Board receive an additional $500 for each committee meeting which lasts more than 30 minutes. Directors may elect to receive $1.20 worth of stock in lieu of each dollar of cash compensation. Directors are also eligible to participate in the
Company’s Omnibus Equity Compensation Plan. Each non-employee director also receives an initial grant of an option to purchase 18,000
shares of Common Stock upon joining the Board, one-third of which vests immediately and the remainder vests in equal installments on the first and second anniversary of the grant date. At the end
of each fiscal year, non-employee directors are granted immediately vested options to purchase 6,000 shares of stock. The exercise price of all non-employee director stock options and the value of stock granted in lieu of cash compensation is the
closing price of a share of the Common Stock on the last business day before the options are granted or shares of stock are issued.
Directors who also serve as employees of the Company do not receive separate remuneration for service on the Board.
Executive Compensation
The following
table provides detailed information about the remuneration (for services in all capacities) awarded to, earned by, or paid during the last two fiscal years to (i) the individual who served as the Company’s principal executive officer
during fiscal year 2014 (the “PEO”), (ii) the Company’s two most highly compensated executive officers other than the PEO who were serving as executive officers as of June 30, 2014 and who earned more than $100,000 during
fiscal year 2014, and (iii) up to two additional individuals for whom information would have been disclosed pursuant to the preceding item (ii) but for the fact that such individuals were not serving as executive officers as of
June 30, 2014 (collectively, the “named executive officers”). The Board has determined that Mr. Dulude, who serves as the Company’s PEO, Mr. Rychlak and Robert Heeg, who served as Executive Vice President of the Company
until September 2013, constitute the “named executive officers” for purposes of this report.
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| Summary Compensation Table |
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| Name and principal position |
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Fiscal
Year |
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Salary
($) |
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Bonus
($) |
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Option
Awards
($) (1) |
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All Other
Compensation
($) (2) |
|
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Total
($) |
|
| Marc L. Dulude |
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2014 |
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313,919 |
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259,142 |
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|
136,490 |
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|
7,858 |
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717,309 |
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| Chief Executive Officer |
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2013 |
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299,833 |
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75,410 |
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0 |
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10,262 |
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385,505 |
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| Lawrence Rychlak |
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2014 |
|
|
|
260,068 |
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162,532 |
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|
68,245 |
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7,757 |
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498,602 |
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| President and Chief Financial Officer |
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2013 |
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248,333 |
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42,259 |
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0 |
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9,547 |
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299,139 |
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| Robert F. Heeg |
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2014 |
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0 |
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0 |
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0 |
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0 |
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0 |
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| Former Executive Vice President |
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2013 |
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238,750 |
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40,802 |
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0 |
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24,412 |
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|
303,964 |
|
| (1) |
For purposes of this table, the value of each equity award reflects the aggregate grant date fair value of that award computed in accordance with FASB ASC Topic 718, “Accounting for Stock Compensation”. See
Note 1 to the consolidated audited financial statements presented elsewhere in this report regarding the assumptions underlying the valuation of equity awards. |
| (2) |
Amount represents employer matching contributions under the Company’s 401(k) plan and an annual $14,400 automobile allowance for Mr. Heeg. Mr. Heeg served as the Company’s Executive Vice President
until September 2013. |
Executive Compensation Philosophy and Employment Arrangements with Named Executive Officers
Compensation Philosophy
The Board
maintains a separate Compensation Committee that is charged with establishing executive compensation. The Committee understands and values the vital impact that executive management has in achieving success for the Company and the creation of
stockholder value, and it recognizes the highly competitive environment in which the Company must compete for top-level executive management. The overall objective in establishing executive compensation is to ensure that the Company can attract,
retain, motivate and reward a high caliber, high performing executive team, which is continually focused on achieving long-term stockholder value. The Committee believes that the Company’s compensation program offers a competitive compensation
package to all executive employees that takes into account both individual contributions and corporate performance. The Chief Executive Officer plays a role in recommending incentive plan compensation awards to the Compensation Committee and also
serves as a director and votes on compensation matters of the senior management, except for his own compensation.
The Committee seeks to accomplish its goals by paying competitive base salaries
augmented with performance-based incentives, and securing these benefits and the employment of the executives through written employment agreements when appropriate. Short-term compensation includes both base salary and performance-based cash
bonus opportunities, while long-term incentives are generally in the form of equity based awards, with or without performance features. Both cash bonuses and long-term incentive plans align management’s interests with stockholders by
incenting earnings growth and providing significant equity interest in the Company.
Base salaries are set at levels intended to foster
career development among executives, consistent with the long-term nature of the Company’s business objectives. In setting base salary levels, consideration is given to salary levels paid to executives holding similar positions at other
comparable organizations. Annual salary adjustments are determined after considering the executive’s performance during the immediately preceding year.
Employment Arrangements with Named Executive Officers
Messrs. Dulude and Rychlak are parties to employment agreements with the Company. Prior to the termination of his employment,
Mr. Heeg was also party to an employment agreement with the Company.
Mr. Dulude’s agreement entitles him to an annual base
salary that is currently set at $319,000 plus an annual bonus targeted at $228,000 for fiscal year 2014, based on his achievement of certain performance goals established from time to time, and subject to annual review by the Compensation Committee.
The agreement also entitles Mr. Dulude to participate in any long term incentive plan that may be adopted by the Board. Mr. Dulude is also entitled to participate in the Company’s benefit programs to the same extent as, and subject to
the same terms, conditions and limitations applicable to, other employees of the Company, including 401(k) plan participation, life, health, dental, accident and short term and long term disability insurance. The effective date of his agreement is
January 1, 2011 and the agreement may be terminated by the Company or Mr. Dulude at any time without prior notice. If the Company terminates the agreement without “Cause” (as defined in the agreement) or in the event of
Mr. Dulude’s death or disability, then Mr. Dulude is entitled to salary and benefits continuation for a period of twelve (12) months provided that Mr. Dulude (or his estate, as the case may be) executes and delivers a
release and waiver of claims acceptable to the Company within twenty eight (28) days of the termination. The Company will be deemed to have terminated Mr. Dulude without “Cause” if Mr. Dulude terminates his agreement and any
of the following events occur and the Company does not take action to remedy such event within 30 days of receiving notice from Mr. Dulude of such event: (i) the Company substantially reduces or diminishes Mr. Dulude’s duties and
responsibilities without Cause; (ii) the Company reduces Mr. Dulude’s base salary (other than in connection with a proportional reduction of the base salaries of a majority of the executive employees of the Company); or (iii) the
Company permanently relocates Mr. Dulude without his written consent to another primary office unless Mr. Dulude’s primary office following such relocation is within 50 miles of his primary office immediately before the relocation or
his permanent residence immediately prior to the date of his relocation. If Mr. Dulude is terminated by the Company with Cause or if Mr. Dulude voluntarily resigns, then he is entitled only to the amount owed for work done prior to the
termination or resignation. In connection with his employment agreement, Mr. Dulude executed an Employee Confidentiality, Assignment of Inventions, Non-Competition and Non-Solicitation Agreement (the “Confidentiality Agreement”)
pursuant to which he agreed, among other things, not to compete with the Company or any of its affiliates, during the term of his employment or for 12 months thereafter.
On August 7, 2010, in connection with the Merger, the Company and Mr. Rychlak entered into an Amended and Restated Employment
Agreement to ensure that Mr. Rychlak’s employment agreement complies with Section 409A of the Internal Revenue Code, and to modify some severance provisions. Mr. Rychlak’s employment agreement calls for an annual salary
which is currently set at $263,000 and is subject to annual review, and the right to participate in all benefit plans offered by the Company to its executive officers, including participation in the Company’s 401(k) plan, its equity
compensation plans and its fringe benefit plans. In addition, the agreement provides for an annual bonus, targeted at $143,000 for fiscal year 2014, based on his achievement of certain performance goals established from time to time, or a
discretionary bonus as determined and awarded by the Compensation Committee. Mr. Rychlak’s employment agreement provides for severance benefits if the Company terminates him without “Cause” (as defined in the agreement), if
Mr. Rychlak terminates his employment for “Good Reason” (as defined in his agreement), or if he voluntarily resigns upon a “Change in Control” (as defined in the agreement). Severance benefits include the continuation of
base salary and benefits (to the extent those benefit plans permit continued participation) 12 months after any of the aforementioned events. Under his agreement, Mr. Rychlak is prohibited from conflicts of interest and is required to maintain
the confidentiality of nonpublic information regarding Rand and its customers. Additionally, Mr. Rychlak is bound by a covenant not to compete and not to interfere with other employees of the Company and its affiliates for a period of twelve
months following his termination.
Mr. Heeg’s was terminated in September 2013. Under the terms of his employment
agreement, dated May 7, 2008, and in connection with the termination of his employment, Mr. Heeg received severance in the form of continued base salary for 12 months and the costs associated with continuing his employee benefits during
such 12-month period, including medical coverage under the Company’s insurance plans. At the time of his termination, Mr. Heeg’s base salary was $238,750 per year.
Executive Bonuses
The Company
maintains an Annual Cash Bonus Plan which is designed to pay out cash bonuses based on the achievement of pre-established levels of annual earnings before interest, taxes, depreciation and amortization (“EBITDA target”). For the year ended
June 30, 2014, management exceeded the EBITDA threshold established by the Board Messrs. Dulude and Rychlak were awarded bonuses of $259,042 and $162,532, respectively.
Long-Term Incentive Compensation/Equity Based Awards
The Compensation Committee believes that equity based compensation is among the most effective means of creating a long-term link between the
interests of the Company’s stockholders and the performance of our organization and its executive team. Vesting schedules for equity based awards also encourage officer retention. To further this objective, the Company has adopted the Omnibus
Equity Compensation Plan (the “Omnibus Plan”) that was presented to, and approved by, its shareholders at the Company’s 2012 Annual Meeting of Stockholders. The Company previously maintained its 2002 Option Plan and the Avatech
Solutions, Inc. Amended and Restricted Stock Award Plan (the “Stock Plan”) but those Plans terminated in 2012, but stock options granted under that plan were outstanding at June 30, 2014.
Under the Omnibus Plan, the Compensation Committee may award, and executives are eligible to receive, the following: (i) options to
purchase shares of Common Stock at a price equal to the fair market value of a share of Common Stock on the date of grant; (ii) shares of Common Stock that may be subject to restrictions on transfer pending the vesting of those awards;
(iii) stock units, which are similar to a stock award, except that no shares of Common Stock are immediately transferred to the participant and they have no voting rights; (iv) performance units, which represent the right of the
participant to receive a share of Common Stock or an amount based on the value of a share of Common Stock, if specified performance goals are met; and/or (v) other stock-based awards that are based on, measured by or payable in shares of Common
Stock to anyone eligible to participate in the Omnibus Plan, on such terms and conditions as the Compensation Committee deems appropriate. Under the Omnibus Plan, the number of shares of Common Stock subject to each award, the period of its
exercisability and any restrictions imposed on the award are based on competitive market practices, Company performance, and the performance of the participant receiving the award. The Compensation Committee recommends, in its discretion, the form,
number, and terms of equity based awards, and the full Board of Directors approves the awards.
In August 2013, the Compensation Committee
recommended and the Board of Directors approved the grant of stock options to Messrs. Dulude and Rychlak based upon the totals of previous awards and each executive officer’s performance. The stock options expire ten years from the date of
grant, vest annually over a four-year period and have an exercise price of $0.98 per share. These awards were as follows:
|
|
|
|
|
| Named Executive Officer |
|
Number of
Options Awarded |
|
| Marc L. Dulude |
|
|
278,550 |
|
| Lawrence Rychlak |
|
|
139,275 |
|
The following table sets forth certain information about options under the Company’s equity compensation
plans that remain unexercised at June 30, 2014. As of that date, no other forms of equity awards were outstanding.
Outstanding Equity Awards at Fiscal Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name |
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable 1 |
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable 1 |
|
|
Option Exercise
Price
($) |
|
|
Option
Expiration
Date |
|
| Marc L. Dulude |
|
|
417,825
139,275
69,638 |
|
|
|
-0-
-0-
-0- |
|
|
$
$ $ |
0.70
0.80
0.98 |
|
|
|
5/10/2021
5/21/2022
8/21/2023 |
|
|
|
|
|
|
| Lawrence Rychlak |
|
|
100,000
100,000
50,000 100,000
208,912 69,638
34,819 |
|
|
|
-0-
-0-
-0- -0-
-0- -0-
-0- |
|
|
$
$ $
$ $
$ $ |
0.50
1.05
1.71 0.84
0.70 0.80
0.98 |
|
|
|
5/9/2015
10/20/2015
9/29/2016 10/29/2017
5/10/2021 5/21/2022
8/21/2023 |
|
| (1) |
The changes in ownership that are expected to result from the Tender Offer filed with the SEC on October 3, 2014 and the related transactions would constitute a change of control under the Company’s existing
stock option plans, resulting in the acceleration of the vesting terms of the Company’s outstanding stock options as of the expiration of the Offer. |
Retirement Benefits
The Company
has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan is a defined contribution plan, which covers substantially all U.S.-based employees of the Company, or its
wholly-owned subsidiaries, who have completed three months of service. Participants may elect a pre-tax payroll deduction up to $16,500 (if under age 50), or $22,000 (if age 50 or older by December 31st of any calendar year). The 401(k) Plan
provides that the Company will match 100% of the participant salary deferrals up to 3% of a participant’s compensation and 50% of the next 2% of a participant’s compensation, or a total possible maximum matching contribution of 4% of a
participant’s compensation, for all participants. The Company may also make discretionary profit-sharing contributions to the 401(k) Plan for all participants who are employed on the last day of the plan year but has not done so for the plan
year ended December 31, 2013.
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table provides information, as of June 30, 2014, with respect to all compensation arrangements that the Company maintains
under which shares of Common Stock may be issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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) (1) |
|
| Equity compensation plans approved by security holders |
|
|
3,311,745 |
|
|
$ |
0.83 |
|
|
|
1,388,641 |
|
|
|
|
|
| Equity compensation plans not approved by security holders |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
3,311,745 |
|
|
$ |
0.83 |
|
|
|
1,388,641 |
|
| (1) |
This amount represents shares of stock that may be issued under (a) the Stock Plan, which contemplates the grant of shares of common stock upon such terms, including with respect to forfeiture and restrictions of
resale and transfer, as the Board deems appropriate, and (b) the Omnibus Plan, which, in addition to stock options, permits the grant of stock awards, stock units, performance units, and other stock-based awards in the amounts and types to be
determined by the Board of Directors and/or its Compensation Committee. |
Beneficial Ownership of Voting Securities
The following table shows information, as of the October 22, 2014, with respect to each person or group of persons, other than directors
and executive officers of the Company, known by the Company to beneficially own more than 5% of the Company’s voting securities. Generally, a person “beneficially owns” voting securities if that person has or shares with others the
right to vote those securities or to invest (or dispose of) those securities, or if that person has the right to acquire such voting or investment rights, as of October 22, 2014 (such as by exercising stock options or similar rights). The
percent of class owned by each such person is calculated by dividing the number of voting securities beneficially owned by each person by the total number of voting securities actually outstanding on October 22, 2014. To the Company’s
knowledge, subject to community property laws where applicable, the persons named in this table have sole voting and investment power with respect to all voting securities shown as beneficially owned by them.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Common Stock |
|
|
Series D
Convertible
Preferred Stock |
|
|
Series E
Convertible
Preferred Stock |
|
| Name and Address of
Beneficial Owner |
|
Shares
Beneficially
Owned |
|
Percent
of
Class |
|
|
Shares
Beneficially
Owned |
|
|
Percent
of
Class |
|
|
Shares
Beneficially
Owned |
|
|
Percent
of
Class |
|
| RWWI Holdings LLC
c/o Ampersand Capital
55 William Street, Suite 240
Wellesley, MA 02481 |
|
34,232,682 |
|
|
62.8% |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
The following table shows information known by the Company, as of the October 22, 2014, with respect to
the beneficial ownership of the Company’s voting securities by each of the Company’s current directors and named executive officers, and all of the current directors and executive officers as a group. Generally, a person “beneficially
owns” voting securities if that person has or shares with others the right to vote those securities or to invest (or dispose of) those securities, or if that person has the right to acquire such voting or investment rights, within 60 days of
October 22, 2014 (such as by exercising stock options or similar rights). The percent of class owned by each such person is calculated by dividing the number of voting securities beneficially owned by each person by the total number of voting
securities actually outstanding on October 22, 2014. To the Company’s knowledge, subject to community property laws where applicable, the persons named in this table have sole voting and investment power with respect to all shares of the
voting securities shown as beneficially owned by them.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Common Stock |
|
|
Series D
Convertible
Preferred Stock |
|
|
Series E
Convertible
Preferred Stock |
|
| Beneficial Owner |
|
Shares
Beneficially
Owned |
|
|
Percent
of
Class |
|
|
Shares
Beneficially
Owned |
|
|
Percent
of
Class |
|
|
Shares
Beneficially
Owned |
|
|
Percent
of
Class |
|
| Peter H. Kamin1 |
|
|
7,869,315 |
|
|
|
14.4 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Marc L. Dulude2 |
|
|
1,114,200 |
|
|
|
2.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Lawrence Rychlak3 |
|
|
945,562 |
|
|
|
1.7 |
% |
|
|
— |
|
|
|
— |
|
|
|
25 |
|
|
|
2.9 |
% |
| Manu Parpia4 |
|
|
40,200 |
|
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Richard A. Charpie |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Charles D. Yie |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| All current directors, director nominees, and executive officers as a group (a total of 7 persons): |
|
|
9,969,277 |
|
|
|
17.6 |
% |
|
|
— |
|
|
|
— |
|
|
|
25 |
|
|
|
2.9 |
% |
| (1) |
Mr. Kamin is a member of the Board of Directors. The amount shown for Mr. Kamin includes 36,000 shares of Common Stock subject to exercisable options. |
| (2) |
Mr. Dulude is a member of the Board of Directors and also serves as the Company’s Chief Executive Officer. The amount shown for Mr. Dulude is comprised of 1,114,200 shares of Common Stock subject to
exercisable options. |
| (3) |
Mr. Rychlak is a member of the Board of Directors and also serves as the Company’s President and Chief Financial Officer. The amount shown for Mr. Rychlak includes 907,100 shares of Common Stock subject
to exercisable options and 38,462 shares of Common Stock issuable on conversion of shares of Series E Convertible Preferred Stock. |
| (4) |
Mr. Parpia is a member of the Board of Directors and the amount shown for Mr. Parpia is comprised of 40,200 shares of Common Stock subject to options. |
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Certain Relationships and Related Transactions
The Company and its subsidiaries have adopted policies and procedures to ensure that related party transactions are reviewed for potential
conflicts of interest and that related party transactions are disclosed in SEC reports as and when required by applicable securities laws and regulations. The term “related party transaction” is generally defined as any transaction (or
series of related transactions) in which the Company is a participant and the amount involved exceeds the lesser of (i) $120,000 or (ii) one percent of the Company’s average total assets at year end for the last two completed fiscal
years, and in which any director, director nominee, or executive officer of the Company, any holder of more than 5% of the outstanding voting securities of the Company, or any immediate family member of the foregoing persons will have a direct or
indirect interest. The term includes most financial transactions and arrangements, such as loans, guarantees and sales of property, and remuneration for services rendered (as an employee, consultant or otherwise) to the Company. Every related party
transaction is reviewed by the Company’s Chief Financial Officer and is disclosed to and reviewed by the Board of Directors and is documented in the Corporate minutes. In addition to the Board’s general duties of care and loyalty, the
General Corporation Law of the State of Delaware requires the Board to review and approve loans that the Company makes to employees and officers to ensure that such loans will benefit the Company.
There were no related party transactions during the last two fiscal years, and no related party transaction is currently contemplated for the
current fiscal year that have not already been disclosed in the Company’s public filings.
Director Independence
The Board has determined that each of Messrs. Charpie, Kamin, Parpia and Yie is an “independent director” as defined by
Rule 5605(a)(2) of The NASDAQ Stock Market Rules (the “NASDAQ Rules”), that each member of the Compensation Committee is an “independent director” as defined by NASDAQ Rule 5605(a)(2), and that Charlie Yie, the Audit
Committee financial expert, satisfies the audit committee independence standards of NASDAQ Rule 5605(c)(2). Neither Mr. Dulude nor Mr. Rychlak is an “independent director” because they are current executive officers of the
Company.
In making these independence determinations, the Board considered the effect of the Merger on director independence. In the
Merger, RWWI received an aggregate of 34,232,682 shares (the “Merger Shares”) of the Company’s Common Stock in exchange for all of the outstanding shares of capital stock of the pre-merger Rand Worldwide, and the existing stockholders
of the Company retained approximately 34% of the outstanding shares of Common Stock. The Merger Shares represent approximately 63.4% of our outstanding shares of Common Stock and approximately 57.5% of the outstanding voting rights of the holders of
our capital stock, after giving effect to the voting rights of the Outstanding Preferred Shares. As a consequence of the Merger, RWWI became the controlling stockholder of the Company. RWWI is majority-owned by the Ampersand Funds.
| ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
Stegman &
Company (“Stegman”) audited the Company’s consolidated financial statements for the years ended June 30, 2014 and 2013.
The following is a description of the fees billed to the Company during the fiscal year ended June 30, 2014 and 2013 by Stegman.
Audit Fees
Audit fees include fees paid
to Stegman in connection with the annual audit of the Company’s consolidated financial statements and the review of interim financial statements. Audit fees also include fees for services performed by Stegman that are closely related to the
audit and in many cases could only be provided by Stegman.
Such services include consents related to SEC and other regulatory filings. The aggregate audit fees billed or expected to be billed to the Company by Stegman for the years ended June 30,
2014 and 2013 totaled $153,000 and $163,000, respectively.
Audit Related Fees
Audit related fees include fees paid to Stegman for due diligence services related to accounting consultations, internal control reviews, and
employee benefit plan audits. There were no audit related fees billed or expected to be billed to us by Stegman for the years ended June 30, 2014 and 2013.
Tax Fees
Tax fees include fees paid to
Stegman for corporate tax compliance, counsel and advisory services. The aggregate tax fees billed or expected to be billed to the Company by Stegman for the years ended June 30, 2014 and 2013 totaled $42,000 and $40,000, respectively.
All Other Fees
There were no other
services provided to the Company by Stegman during the years ended June 30, 2014 or 2013.
Approval of Independent Auditor Services and Fees
The Audit Committee reviews all fees charged by our independent registered public accounting firm, and actively monitors the
relationship between audit and non-audit services provided. The Audit Committee must pre-approve all audit and non-audit services provided by our independent registered public accounting firm and fees charged, subject to the de minimus exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act. All of the services described above performed by Stegman were pre-approved by the Audit Committee, and none of the fees described above were paid to Stegman pursuant
to the “de minimis” exception to the foregoing pre-approval policy.
The Audit Committee has considered the nature and
amount of fees billed by Stegman, and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Stegman’s independence, respectively.
PART IV
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a)(1) and (2). List of Financial
Statements and Schedules.
|
|
|
|
|
| |
|
Page |
|
| Financial Statement Schedule II – Rand Worldwide, Inc. and Subsidiaries Valuation and Qualifying Accounts |
|
|
21 |
|
|
|
| Management’s Report on Internal Control over Financial Reporting |
|
|
F-2 |
|
| Report of Independent Registered Public Accounting Firm |
|
|
F-3 |
|
| Consolidated Balance Sheets at June 30, 2014 and 2013 |
|
|
F-4 |
|
| Consolidated Statements of Operations for the Years Ended June 30, 2014 and June 30, 2013 |
|
|
F-6 |
|
| Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2014 and June 30, 2013 |
|
|
F-7 |
|
| Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2014 and June 30, 2013 |
|
|
F-8 |
|
| Consolidated Statements of Cash Flows for the Years Ended June 30, 2014 and June 30, 2013 |
|
|
F-10 |
|
| Notes to Consolidated Financial Statements |
|
|
F-11 |
|
(a)(3) and (b). Exhibits required to be filed by Item 601 of Regulation S-K
The exhibits filed or furnished with this annual report are listed in the Exhibit List that immediately follows the Notes to the Consolidated
Financial Statements presented elsewhere in this report, which list is incorporated herein by reference.
(c). Financial Statement Schedule
– Schedule II
Rand Worldwide, Inc. and Subsidiaries Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Additions |
|
|
|
|
|
|
|
| Description |
|
Balance at
beginning of
period |
|
|
Charged to
costs and
expenses |
|
|
Charged to
other
accounts |
|
|
Deductions |
|
|
Balance at
end of period |
|
| Year Ended June 30, 2014: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deducted from assets accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allowance for doubtful accounts |
|
$ |
253,000 |
|
|
$ |
130,000 |
|
|
$ |
— |
|
|
$ |
(172,000 |
)(1) |
|
$ |
211,000 |
|
| Valuation allowance for net deferred tax assets |
|
$ |
9,725,000 |
|
|
$ |
(3,836,000 |
) |
|
$ |
5,140,000 |
(2) |
|
$ |
— |
|
|
$ |
11,029,000 |
|
|
|
|
|
|
|
| Year Ended June 30, 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deducted from assets accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allowance for doubtful accounts |
|
$ |
405,000 |
|
|
$ |
110,000 |
|
|
$ |
(117,000 |
)(3) |
|
$ |
(145,000 |
)(1) |
|
$ |
253,000 |
|
|
|
|
|
|
|
| Valuation allowance for net deferred tax assets |
|
$ |
11,691,000 |
|
|
$ |
(997,000 |
) |
|
$ |
(449,000 |
)(2) |
|
$ |
(520,000 |
)(3) |
|
$ |
9,725,000 |
|
| (1) |
Uncollectible accounts written off, net of recoveries |
| (2) |
Change in valuation allowance, net of temporary differences as discussed in Footnote 11 of the accompanying financial statements |
| (3) |
Write-off from disposal of foreign subsidiaries |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
RAND WORLDWIDE, INC. |
|
|
|
|
| Date: October 29, 2014 |
|
|
|
By: |
|
/s/ Marc L. Dulude |
|
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
(Principal Executive Officer) |
EXHIBIT INDEX
|
|
|
| Exhibit |
|
Description |
|
|
| 2.1 |
|
Agreement and Plan Merger dated as of August 17, 2010 by and among Avatech Solutions, Inc., ASRW Acquisition Sub, Inc., Rand Worldwide, Inc. and RWWI Holdings LLC (incorporated by reference to Exhibit 2.1 of the Current Report
on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010) |
|
|
| 3.1(i) |
|
Restated Certificate of Incorporation of Spatial Technology, Inc. (incorporated by reference to Exhibit 3(i).1 to the Registration Statement on Form SB-2 filed by Spatial Technology, Inc. on November 21, 2000, File No.
333-50426) |
|
|
| 3.1(ii) |
|
Certificate of Amendment to the Restated Certificate of Incorporation of Spatial Technology, Inc., changing Spatial Technology, Inc.’s name to PlanetCad, Inc. (incorporated by reference to Exhibit 3(i).2 to the Registration
Statement on Form SB-2 filed by PlanetCad, Inc. on November 21, 2000, File No. 333-50426) |
|
|
| 3.1(iii) |
|
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form 8-A filed by PlanetCad, Inc. on March 11, 2002, File
No. 001-31265) |
|
|
| 3.1(iv) |
|
Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by PlanetCad, Inc. on May 28, 2002) |
|
|
| 3.1(v) |
|
Certificate of Amendment of Restated Certificate of Incorporation of PlanetCad, Inc. (incorporated by reference to Annex G of the Pre-Effective Amendment No. 2 on Form S-4/A filed by PlanetCad, Inc. on September 13, 2002, File No.
333-89386) |
|
|
| 3.1(vi) |
|
Certificate of Amendment of Certificate of Incorporation, changing PlanetCad, Inc.’s name to Avatech Solutions, Inc. (incorporated by reference to Annex G of the Pre-Effective Amendment No. 2 on Form S-4/A filed by PlanetCad,
Inc. on September 13, 2002, File No. 333-89386) |
|
|
| 3.1(vii) |
|
Certificate of Designations – Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.6A of the Pre-Effective Amendment No. 1 on Form S-1/A filed by Avatech Solutions, Inc. on April 11, 2003, File No. 333-104035) |
|
|
| 3.1(viii) |
|
Certificate of Amendment to Certificate of Designations – Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.8 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13,
2004) |
|
|
| 3.1(ix) |
|
Certificate of Designations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.9 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004) |
|
|
| 3.1(x) |
|
Certificate of Elimination of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.10 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004 |
|
|
| 3.1(xi) |
|
Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.12 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13,
2004) |
|
|
| 3.1(xii) |
|
Certificate of Elimination of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.11 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004) |
|
|
|
|
|
| 3.1(xiii) |
|
Certificate of Amendment to the Restated Certificate of Incorporation of Avatech Solutions, Inc. (incorporated by reference to Exhibit 3.13 of the Pre-Effective Amendment No. 1 on Form S-1/A filed by Avatech Solutions, Inc. on
July 19, 2004, File No. 333-114230) |
|
|
| 3.1(xiv) |
|
Certificate of Designations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on May 9, 2005) |
|
|
| 3.1(xv) |
|
Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series F 10% Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on June 19, 2006) |
|
|
| 3.1(xvi) |
|
Certificate of Amendment of Restated Certificate of Incorporation of Avatech Solutions, Inc., changing Avatech’s name to Rand Worldwide, Inc. (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q filed
by Rand Worldwide, Inc. on May 16, 2011) |
|
|
| 3.2 |
|
Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Registration Statement on Form SB-2 filed by Spatial Technology, Inc. on November 21, 2000, File No. 333-50426) |
|
|
| 4.1 |
|
Form of Amended and Restated Warrant (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010) |
|
|
| 4.2 |
|
Registration Rights Agreement between Avatech Solutions, Inc. and RWWI Holdings LLC, dated August 17, 2010 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Avatech Solutions, Inc. filed on August 17,
2010) |
|
|
| 9.1 |
|
Stockholders’ Agreement by and among Avatech Solutions, Inc., RWWI Holdings LLC and certain holders of common stock dated as of August 17, 2010 (incorporated by reference to Exhibit 9.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010) |
|
|
| 10.1 |
|
Lease between Merritt-DM1, LLC and Avatech Solutions, Inc. effective June 1, 2004 (incorporated by reference to Exhibit 10.7 to the Pre-Effective Amendment No. 1 on Form S-1/A filed by Avatech Solutions, Inc. on July 19, 2004, File
No. 333-114230) |
|
|
| 10.2 |
|
Form of Preferred Stock Purchase Agreement for Series D Convertible Preferred Stock (incorporated by reference to Exhibit 10.13 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004) |
|
|
| 10.3 |
|
Form of Preferred Stock Purchase Agreement for Series E Convertible Preferred Stock (incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K filed by Avatech Solutions, Inc. on September 28,
2010) |
|
|
| 10.4 |
|
Avatech Solutions, Inc. 2002 Stock Option Plan (incorporated by reference to Annex F of the Registration Statement on Form S-4 filed by Avatech Solutions, Inc. on May 30, 2002, File No. 333-89386) |
|
|
| 10.5 |
|
Form of First Amendment to Stock Option (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010) |
|
|
| 10.6 |
|
Avatech Solutions, Inc. Restricted Stock Award Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed by Avatech Solutions, Inc. on February 10, 2006, File No.
333-131721) |
|
|
| 10.7 |
|
Form of Restricted Stock Award (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on January 12, 2009) |
|
|
|
|
|
| 10.8 |
|
Avatech Solutions, Inc. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-8 filed by Avatech Solutions, Inc. on December 4, 2007 File No.
333-147823) |
|
|
| 10.9 |
|
Rand Worldwide, Inc. Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quartered ended December 31, 2012 filed by Rand Worldwide, Inc. on February 14,
2013) |
|
|
| 10.10 |
|
Employment Agreement between Avatech Solutions, Inc. and George Davis dated 28, 2010 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on June 29, 2010) |
|
|
| 10.11 |
|
Employment Agreement between Marc L. Dulude and Rand Worldwide, Inc. dated March 30, 2011 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Rand Worldwide, Inc. on April 4,
2011) |
|
|
| 10.12 |
|
Amended and Restated Employment Agreement between Avatech Solutions, Inc. and Lawrence Rychlak dated August 17, 2010 (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on
August 17, 2010) |
|
|
| 10.13 |
|
Employment Agreement between Robert F. Heeg and Rand Worldwide, Inc. dated May 16, 2008 (incorporated by reference to Exhibit 10.29 of the Annual Report on Form 10-K of Rand Worldwide, Inc. filed on September 28, 2011) |
|
|
| 10.14 |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010) |
|
|
| 10.15 |
|
Revolving Loan Promissory Note issued by Avatech Solutions Subsidiary, Inc. and Avatech Solutions Subsidiary, Inc. to Mercantile Safe-Deposit & Trust Co. dated January 27, 2006 (incorporated by reference to Exhibit 10.50 of the
Registration Statement on Form S-1 filed by Avatech Solutions, Inc. on February 10, 2006, File No 333-131720) |
|
|
| 10.16 |
|
Loan and Security Agreement among Avatech Solutions Subsidiary, Inc., Avatech Solutions Subsidiary, Inc. and Mercantile Safe-Deposit & Trust Co., dated January 27, 2006 (incorporated by reference to Exhibit 10.51 of the
Registration Statement on Form S-1 filed by Avatech Solutions, Inc. on February 10, 2006, File No 333-131720) |
|
|
| 10.17 |
|
Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc. and Mercantile Safe-Deposit & Trust Co. dated May 30, 2006 (incorporated by reference to Exhibit 10.57 of the Current Report on Form 8-K
filed by Avatech Solutions, Inc. on June 8, 2006) |
|
|
| 10.18 |
|
Second Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and Mercantile Bank & Trust Co., dated December 31, 2006 (incorporated by reference to Exhibit 10.16 of the Quarterly Report on Form
10-Q filed by Avatech Solutions, Inc. on November 14, 2007) |
|
|
| 10.19 |
|
Third Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and PNC Bank, National Association, dated December 31, 2008 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K
filed by Avatech Solutions, Inc. on January 30, 2009) |
|
|
| 10.20 |
|
Fourth Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and PNC Bank, National Association, dated December 23, 2009 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K
filed by Avatech Solutions, Inc. on December 30, 2009) |
|
|
|
|
|
| 10.21 |
|
Fifth Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and PNC Bank, National Association, dated August 17, 2010 (incorporated by reference to Exhibit 10.3 of the Current Report on Form
8-K filed by Avatech Solutions, Inc. on August 17, 2010) |
|
|
| 10.22 |
|
Sixth Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and PNC Bank, National Association, dated December 16, 2010 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K
filed by Avatech Solutions, Inc. on December 20, 2010) |
|
|
| 10.23 |
|
Revolving Credit and Security Agreement dated as of August 14, 2009 by and among PNC Bank, National Association and Rand Worldwide US Holdings, Inc., Rand A Technology Corporation, Rand Technologies of Michigan, Inc. and Rand
IMAGINiT Technologies, Inc. (incorporated by reference to Exhibit 10.25 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010) |
|
|
| 10.24 |
|
First Amendment to Revolving Credit and Security Agreement dated as of January 22, 2010 by and among PNC Bank, National Association and Rand Worldwide US Holdings, Inc., Rand A Technology Corporation, Rand Technologies of Michigan,
Inc. and Rand IMAGINiT Technologies, Inc. (incorporated by reference to Exhibit 10.26 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010) |
|
|
| 10.25 |
|
Second Amendment to Revolving Credit and Security Agreement dated as of July 23, 2010 by and among PNC Bank, National Association and Rand Worldwide US Holdings, Inc., Rand A Technology Corporation, Rand Technologies of Michigan,
Inc. and Rand IMAGINiT Technologies, Inc. (incorporated by reference to Exhibit 10.27 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010) |
|
|
| 10.26 |
|
Third Amendment to Revolving Credit and Security Agreement dated as of July 23, 2010 by and among PNC Bank, National Association and Rand Worldwide US Holdings, Inc., Rand A Technology Corporation, Rand Technologies of Michigan,
Inc. and Rand IMAGINiT Technologies, Inc. (incorporated by reference to Exhibit 10.28 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010) |
|
|
| 10.27 |
|
Fourth Amendment to Revolving Credit and Security Agreement dated as of December 31, 2010 by and among PNC Bank, National Association, Rand A Technology Corporation and Rand Worldwide Subsidiary, Inc. (incorporated by reference to
Exhibit 10.1 of the Current Report on Form 8-K filed by Rand Worldwide, Inc. on January 5, 2011) |
|
|
| 10.28 |
|
Committed Line of Credit Note, dated as of February 28, 2012, issued by Rand Worldwide, Inc. and Rand A Technology Corp. to the order of PNC Bank, National Association (incorporated by reference to Exhibit 10.1 of the Current Report
on Form 8-K filed by Rand Worldwide, Inc. on March 5, 2012) |
|
|
| 10.29 |
|
Financing and Security Agreement, dated as of February 28, 2012, by and among PNC Bank, National Association, Rand Worldwide, Inc. and Rand A Technology Corp (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Rand Worldwide, Inc. on March 5, 2012) |
|
|
| 10.30 |
|
Form of Guaranty and Security Agreement, dated as of February 28, 2012, by Rand Worldwide Subsidiary, Inc. and Rand Worldwide Foreign Holdings, Inc. in favor of PNC Bank, National Association (incorporated by reference to Exhibit
10.3 of the Current Report on Form 8-K filed by Rand Worldwide, Inc. on March 5, 2012) |
|
|
| 10.31 |
|
Loan Document Modification Agreement dated April 12, 2013 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Rand Worldwide, Inc. on April 12, 2013) |
|
|
|
|
|
| 10.32 |
|
Autodesk Authorized Value Added Reseller Agreement between Rand IMAGINiT Technologies, Inc. and Autodesk, Inc, dated February 1, 2013 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Rand
Worldwide, Inc. on September 6, 2013) |
|
|
| 10.33 |
|
Omnibus Waiver and Termination Agreement among Avatech Solutions, Inc., Pacific Asset Partners and Sigma Opportunity Fund, LLC, dated August 17, 2010 (incorporated by reference to Exhibit 10.22 of the Annual Report on Form 10-K of
Avatech Solutions, Inc. filed on September 28, 2010) |
|
|
| 10.34 |
|
Omnibus Waiver and Termination Agreement among Avatech Solutions, Inc., Sigma Opportunity Fund, LLC, Garnett Y. Clark, Jr., Robert Post and George Davis, dated August 17, 2010 (incorporated by reference to Exhibit 10.23 of the
Annual Report on Form 10-K of Avatech Solutions, Inc. filed on September 28, 2010) |
|
|
| 21.1 |
|
Subsidiaries of Avatech Solutions, Inc.* |
|
|
| 23.1 |
|
Consent of Stegman & Company* |
|
|
| 31.1 |
|
Rule 15d-14(a) Certifications by Chief Executive Officer (filed herewith) |
|
|
| 31.2 |
|
Rule 15d-14(a) Certifications by Chief Financial Officer (filed herewith) |
|
|
| 32.1 |
|
Section 1350 Certifications (furnished herewith) |
|
|
| 101.INS |
|
XBRL Instance Document* |
|
|
| 101.SCH |
|
XBRL Taxonomy Extension Schema Document* |
|
|
| 101.CAL |
|
XBRL Taxonomy Calculation Linkbase Document* |
|
|
| 101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document* |
|
|
| 101.LAB |
|
XBRL Taxonomy Label Linkbase Document* |
|
|
| 101.PRE |
|
XBRL Taxonomy Presentation Linkbase Document.* |
| * |
Filed with the Original Report |
Exhibit 31.1
Certifications of the Chief Executive Officer
Pursuant to Securities Exchange Act Rules 13a-1 and 15d-14
As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Marc L. Dulude, certify that:
1. I have reviewed this Annual Report on Form 10-K, as amended, of Rand Worldwide, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
| |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
(c) |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
| |
(d) |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
| |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record,
process, summarize and report financial information; and |
| |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
|
|
|
|
|
|
|
| Date: October 29, 2014 |
|
|
|
|
|
/s/ Marc L. Dulude |
|
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
(Principal Executive Officer) |
Exhibit 31.2
Certifications of the Chief Financial Officer
Pursuant to Securities Exchange Act Rules 13a-1 and 15d-14
As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Lawrence Rychlak, certify that:
1. I have reviewed this Annual Report on Form 10-K, as amended, of Rand Worldwide, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
| |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
(c) |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
| |
(d) |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
| |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record,
process, summarize and report financial information; and |
| |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
|
|
|
|
|
|
|
| Date: October 29, 2014 |
|
|
|
|
|
/s/ Lawrence Rychlak |
|
|
|
|
|
|
President and Chief Financial Officer |
|
|
|
|
|
|
(Principal Financial and Accounting Officer) |
Exhibit 32.1
Certifications of Periodic Report by the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Rand Worldwide, Inc. (the “Company”) on Form 10-K, as amended, for the year ending
June 30, 2014 as filed with the Securities and Exchange Commission and to which this Certification is an exhibit (the “Report”), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| |
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the periods reflected therein. |
|
|
|
|
|
|
|
| Date: October 29, 2014 |
|
|
|
|
|
/s/ Marc L. Dulude |
|
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
| Date: October 29, 2014 |
|
|
|
|
|
/s/ Lawrence Rychlak |
|
|
|
|
|
|
President and Chief Financial Officer |
|
|
|
|
|
|
(Principal Financial and Accounting Officer) |
Rand Worldwide (PK) (USOTC:RWWI)
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