Dataram Corp. (NASDAQ:DRAM) filed Amended Annual Report for the period ended 2009-04-30.
Dataram Corp. has a market cap of $14.7 million; its shares were traded at around $1.65 with and P/S ratio of 0.6. DRAM is in the portfolios of Jim Simons of Renaissance Technologies LLC.
Highlight of Business Operations:
(1) On May 7, 2008, John H. Freeman succeeded Robert V. Tarantino as
President and Chief Executive Officer. Mr. Tarantino retired effective that
date and is no longer an executive officer of the Company. Other
compensation in 2009 consists of payments made pursuant to a retirement
agreement totaling $630,689 and $519 of payments by the Company to a plan
trustee under the Company's Savings and Investment Retirement Plan.
(2) On January 15, 2009, Mr. Pawlik's employment with the Company ceased
effective that date and he is no longer an executive officer of the Company.
Salary of $154,135 consists of salary of $124,135 and commissions of
$30,000. Other compensation in 2009 consists of payments made pursuant to
a separation agreement totaling $56,412 and $5,939 of payments by the
Company to a plan trustee under the Company's Savings and Investment
Retirement Plan. (3) Consists of salary of $165,000 and commissions of
(4) Consists of salary of $150,000 and commissions of $35,000.
(5) Automobile allowances.
(6) We measure the fair value of stock options using the Black-Scholes
option pricing model based upon the market price of the underlying common
stock as of the date of grant, reduced by the present value of estimated
future dividends, using an expected quarterly dividend rate of nil in
fiscal year 2009 and $0.06 in fiscal year 2008 and 2007, and risk-free
interest rates ranging from 3.0% to 5.0%. For fiscal year 2009 option values
were $2.985 for Mr. Freeman's option grant, $1.856 for Messrs. Maddocks'
and Duncan's option grant, and $1.596 for Mr. Lougee's, and $1.027 for
Mr. Sheerr's option grant. The 2008 and 2007 option values calculated using
this model are $1.81 and $2.00 per share, respectively, for options granted
in those fiscal years.
(7) Payments by the Company to a plan trustee under the Company's Savings
and Investment Retirement Plan, a 401(k) plan. The Company does not have a
John H. Freeman 5/7/2008 150,000 $3.20 $447,750
Jeffrey H. Duncan 9/25/2008 8,000 $1.99 $ 14,848
Anthony M. Lougee 9/25/2008 3,500 $1.99 $ 5,856
David Sheerr 4/16/2009 20,000 $1.28 $ 20,540
Mark E. Maddocks and Jeffrey H. Duncan entered into similar Employment
Agreements with the Company as of February 1, 2005. Each agreement
continues on a year to year basis until terminated by the Company on thirty
(30) days notice before April 30th of each year. The current base
compensation under these agreements for Mr. Maddocks is $201,424, and for
Mr. Duncan is $199,032, which is subject to annual review by the Board of
Directors. In addition, executives will receive a bonus based upon a
formula which shall be reviewed and approved annually by the Board of
Directors. The Employment Agreements may be terminated by the Company for
cause and expire upon the death or six months after the onset of the
disability of the executive. In the event of termination or non-renewal,
the executive is entitled to one year's base salary at the current rate plus
a pro rata bonus for the current year. The Employment Agreements contain
terms concerning confidentiality, post-employment restrictions on
competition and non-solicitation of Company employees.
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