8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 27, 2019

GlobalSCAPE, Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-33601	74-2785449
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4500 Lockhill Selma Road, Suite 150, San Antonio, Texas		78249
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (210) 308-8267

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 1.01 Entry into a Material Definitive Agreement.

On February 27, 2019, GlobalSCAPE, Inc. (the “Company”) entered into an Option Termination Agreement (the “Agreement”) with James W. Albrecht, Jr. (the “Option Holder”), the Company’s former Chief Financial Officer, pursuant to which certain options and option agreements were terminated in connection with the payment by the Company of $548,500 to the Option Holder.

Pursuant to the Agreement, as of February 27, 2019, the Option Holder relinquished all of his right, title and interest in and to options to purchase 425,000 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), of which 325,000 shares are fully vested.

The Agreement includes customary representations, warranties and covenants by the Option Holder.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.

On February 28, 2019, the Company issued a press release announcing financial results for the Company’s fourth quarter of 2018 and year ended December 31, 2018. A copy of the press release is furnished with this report as Exhibit 99.1. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 5.08 Shareholder Director Nominations.

On February 27, 2019, the Company’s Board of Directors determined that the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) will be held on May 9, 2019 and established March 12, 2019 as the record date for determining stockholders entitled to notice of, and to vote at, the 2019 Annual Meeting.

The 2019 Annual Meeting is more than 30 days prior to the anniversary of the Company’s 2018 annual meeting of stockholders, which was held on October 10, 2018. As a result, stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2019 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, must provide written notice that is received by the Corporate Secretary at the Company’s corporate headquarters, 4500 Lockhill-Selma Road, Suite 150, San Antonio, Texas 78249, on or before March 11, 2019, which the Company has determined to be a reasonable time before it expects to make its proxy materials available. Stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2019 Annual Meeting must comply with the requirements, including the deadline set forth above, as well as all the applicable rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act. In addition, pursuant to the Company’s bylaws, stockholders who wish to present a proposal of business but do not intend for the proposal to be included in the Company’s Proxy Statement under Rule 14a-8, or wish to nominate a director at the 2019 Annual Meeting, must provide written notice that is received by the Corporate Secretary at the Company’s corporate headquarters on or before March 11, 2019. Any such written notice must be directed to the attention of the Company’s Corporate Secretary at the Company’s corporate headquarters and must comply with the applicable provisions of the Company’s bylaws, as amended.

Item 7.01 Regulation FD Disclosure.

On March 1, 2019, the Company issued a press release announcing that on February 27, 2019, its Board of Directors declared a quarterly cash dividend of $0.015 per share of Common Stock. The dividend is payable on March 25, 2019, to shareholders of record at the close of business at 5:00 pm Eastern Time on March 11, 2019.

Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.	Description
99.1	Press Release dated February 28, 2019.

99.2 Press Release dated March 1, 2019.

10.1 Option Termination Agreement, dated as of February 27, 2019, by and between GlobalSCAPE, Inc. and James W. Albrecht, Jr.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBALSCAPE, INC.
Dated: March 1, 2019	By:	/s/ Matthew Goulet
		Name:	Matthew Goulet
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 28, 2019.

99.2 Press Release dated March 1, 2019.

10.1 Option Termination Agreement, dated as of February 27, 2019, by and between GlobalSCAPE, Inc. and James W. Albrecht, Jr.

EX-99.1

Exhibit 99.1

 

GlobalSCAPE, Inc. Reports Fiscal Fourth Quarter and Year End 2018 Financial Results

SAN ANTONIO — February 28, 2019 — GlobalSCAPE, Inc. (NYSE American: GSB), a worldwide leader in the secure movement and integration of data, today announced financial results for its fiscal fourth quarter and year ended December 31, 2018.

Fourth Quarter 2018 Results (in thousands, except per share amounts)

· Revenue was $9,269 compared to $8,769 for the fourth quarter of 2017

· GAAP net income was $2,998 compared to a net loss of $194 for the fourth quarter of 2017

· Adjusted EBITDA was $4,645 compared to $1,461 for the fourth quarter of 2017

· *GAAP fully diluted earnings per share was $.17 compared to a net loss of $.01 for the fourth quarter of 2017

Year Ended December 31, 2018 Results (in thousands, except per share amounts)

· Revenue was $34,416 compared to $33,891 for the year ended December 31, 2017

· GAAP net income was $3,654 compared to $1,371 for the year ended December 31, 2017

· Adjusted EBITDA was $8,237 compared to $6,332 for the year ended December 31, 2017

· *GAAP fully diluted earnings per share was $.17 compared to $.06 for the year ended December 31, 2017

“We are delighted with our fourth quarter financial performance,” said Matt Goulet, President and CEO at GlobalSCAPE. “The momentum in our business is the result of decisive action taken in 2018 to increase revenue, reduce operating expenses, and deliver greater profitability. When comparing the fourth quarter of 2018 to the same period in 2017, revenue increased 6%, operating expenses declined 43%, and a $194,000 net loss improved to $3.0 million in net income. Legal expenses declined to $388,000 in the fourth quarter of 2018 compared to $1.4 million in the fourth quarter of 2017, primarily due to a decrease in expenses related to the previously disclosed legal matters. In the first full quarter after our August 2018 restructuring, our streamlined operating teams were successful in driving $4.6 million in adjusted EBITDA.”

“Year over year results demonstrate our commitment to delivering improved shareholder value, with revenue up 2%, operating expenses down 7%, and net income up 167%,” Goulet continued. “Adjusted EBITDA for 2018 improved to $8.2 million as compared to $6.3 million in 2017. Our capital allocation strategy benefited our per share profitability, as 896,348 shares were repurchased in the fourth quarter of 2018. When combined with the shares purchased in the modified Dutch tender, we have repurchased 4,907,361 shares in 2018, reducing outstanding shares by approximately 22.4%. At December 31, 2018, there were 17,130,918 shares of common stock outstanding. Our balance sheet is strong, with $9.2 million in cash and cash equivalents and no debt. Looking ahead to 2019, we will continue to monitor capital markets for opportunities to repurchase shares and consider other actions designed to enhance shareholder value. We appreciate the steadfast efforts of our dedicated workforce and thank our customers for their continued loyalty.”

About GlobalSCAPE

GlobalSCAPE, Inc. (NYSE American: GSB) is a pioneer in securing and automating the movement and integration of data seamlessly in, around and outside your business, between applications, people and places, in and out of the cloud. GlobalSCAPE provides cloud services that automate your work, secure your data, and integrate your applications – while giving visibility to those who need it. GlobalSCAPE makes business flow brilliantly. Visit www.globalscape.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “would,” “exceed,” “should,” “anticipates,” “believe,” “expect,” and variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of risks, uncertainties and assumptions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause the actual results of the operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the Company’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, our information systems; legal, regulatory, political and economic risks in international markets; the results of our reduction in force; the discovery of additional information relevant to the internal investigation; the possibility that additional errors relevant to the recently completed restatement may be identified; pending litigation and other proceedings and the possibility of further legal proceedings adverse to the Company resulting from the restatement or related matters; the costs associated with the restatement and the investigation, pending litigation and other proceedings and possible future legal proceedings; and our decreased “public float” (the number of Shares owned by non-affiliate stockholders and available for trading in the securities markets) as a result of share repurchases. More information on potential risks and other factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the SEC, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof.

Use of Non-GAAP Measures 

The Company uses Adjusted EBITDA (Earnings Before Interest, Taxes, Total Other Income/Expense, Depreciation, Amortization, and Share-Based Compensation Expense) to provide a view of income and expenses that is supplemental and secondary to the primary assessment of net income as presented in the consolidated statement of operations and comprehensive income.

Prior to 2018, we did not add back the amortization of capitalized software development costs in our Adjusted EBITDA computation. In 2018, after researching the methods used by other software companies, we changed our method of computing Adjusted EBITDA to include the amortization of capitalized software development cost in order to enhance the comparability of the computation to that of our peers. A reconciliation of Adjusted EBITDA previously reported to the current presentation is provided at the end of this release.

Adjusted EBITDA is not a measure of financial performance under GAAP. It should not be considered as a substitute for net income presented on our condensed consolidated statement of operations and comprehensive income. Adjusted EBITDA has limitations as an analytical tool and when assessing our operating performance. Adjusted EBITDA should not be considered in isolation or without a simultaneous reading and consideration of our financial statements prepared in accordance with GAAP. A reconciliation of net income (loss) to Adjusted EBITDA is provided at the end of this release.

*Quarterly earnings per share may not total to yearly earnings per share due to the weighted average number of shares outstanding each quarter.

GlobalSCAPE Investor Relations Contact:
ir@GlobalSCAPE.com

GlobalSCAPE Public Relations Contact:
Zintel Public Relations
Matthew Zintel
matthew.zintel@zintelpr.com

EX-99.2

Exhibit 99.2

 

 GlobalSCAPE Announces Quarterly Cash Dividend of $0.015 Per Share of Common Stock for First Quarter 2019

Dividend payable in March 2019

SAN ANTONIO – March 1, 2019 – GlobalSCAPE, Inc. (NYSE American: GSB), a worldwide leader in the secure movement and integration of data, announced today that its Board of Directors has declared a quarterly cash dividend of $0.015 per share of common stock.

The dividend is payable on March 25, 2019 to shareholders of record at the close of business at 5 p.m. Eastern Time on March 11, 2019.
 
“The declaration of this cash dividend demonstrates the confidence of the Board of Directors in our capital position, strategy and continued ability to generate strong cash flow,” said Matt Goulet, GlobalSCAPE President and CEO. “Today’s announcement, and our recent stock buyback of 4,907,361 shares, underscores our ongoing commitment to delivering shareholder value while continuing to invest in the company’s future growth.”

About GlobalSCAPE

GlobalSCAPE, Inc. (NYSE American: GSB) is a pioneer in securing and automating the movement and integration of data seamlessly in, around and outside your business, between applications, people and places, in and out of the cloud. GlobalSCAPE provides cloud services that automate your work, secure your data, and integrate your applications – while giving visibility to those who need it. GlobalSCAPE makes business flow brilliantly. Visit www.globalscape.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “would,” “exceed,” “should,” “anticipates,” “believe,” “expect,” and variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of risks, uncertainties and assumptions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause the actual results of the operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the Company’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, our information systems; legal, regulatory, political and economic risks in international markets; the results of our reduction in force; the discovery of additional information relevant to the internal investigation; the possibility that additional errors relevant to the recently completed restatement may be identified; pending litigation and other proceedings and the possibility of further legal proceedings adverse to the Company resulting from the restatement or related matters; the costs associated with the restatement and the investigation, pending litigation and other proceedings and possible future legal proceedings; and our decreased “public float” (the number of Shares owned by non-affiliate stockholders and available for trading in the securities markets) as a result of share repurchases. More information on potential risks and other factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the SEC, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof.

GlobalSCAPE Investor Relations Contact:
ir@GlobalSCAPE.com

GlobalSCAPE Public Relations Contact:
Zintel Public Relations
Matthew Zintel
matthew.zintel@zintelpr.com

EX-10.1

Exhibit 10.1

OPTION TERMINATION AGREEMENT

This OPTION TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2019 (the “Effective Date”), by and between GlobalSCAPE, Inc., a Delaware corporation (the “Company”), and James W. Albrecht, Jr. (the “Option Holder”).

WHEREAS, the Company has previously granted to the Option Holder, pursuant to the Company’s 2010 Employee Long-Term Equity Incentive Plan and the Company’s 2016 Employee Long-Term Equity Incentive Plan, as applicable (the “Plans”), options (the “Options”) to purchase an aggregate of 425,000 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), which Options are evidenced by the stock option agreements identified on Exhibit A hereto (collectively, the “Option Agreements”) and of which 325,000 shares are fully vested as of the Effective Date;

WHEREAS, the Company and the Option Holder had previously entered into that certain Consulting Agreement, dated March 3, 2018, pursuant to which the period during which the Option Holder may exercise certain Options outstanding and vested as of March 2, 2018 extended until May 31, 2019;

WHEREAS, the Company and the Option Holder wish to enter into this Agreement to terminate the Options and Option Agreements in exchange for payment to the Option Holder pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the premises, the mutual promises and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Option Holder and the Company hereby agree as follows:

1.Termination of Options; Waiver of Notice. Effective as of the Effective Date, the Option Holder hereby relinquishes all of his right, title and interest in and to all of the Options, and all of his rights to now or hereafter purchase or acquire any shares of Common Stock pursuant to the Option Agreements, and all Options and corresponding Option Agreements shall each be deemed to be automatically and irrevocably cancelled, terminated, null and void as of the Effective Date. The Option Holder hereby waives any notice rights under the Plans and any Option Agreements previously entered into between the Company and the Option Holder. The Option Holder agrees that any Option Agreements are terminated as of the Effective Date with no further liability or obligation on the part of the Company or the Option Holder thereunder, except as provided in this Agreement.

2.Payment of Option Termination Amount. In consideration of the termination of the Options as contemplated by Section 1 and the waiver and other acknowledgements in this Agreement, as of the Effective Date, the Option Holder will be entitled to receive a lump sum payment equal to $548,500, payable by automated clearing house transfer of immediately available funds to the bank account designated by the Option Holder on Exhibit B hereto within one (1) business day following Effective Date (subject to all applicable local, state, foreign and federal taxes required to be withheld), subject to delivery of this Agreement, duly executed by the Option Holder, to the Company.

3.Withholding and Tax Matters. The parties agree and acknowledge that the Option Holder is responsible for payment of all taxes legally imposed upon the Option Holder in connection with the cancellation of the Options and the payment contemplated by Section 2, and the Company shall not have any liability to the Option Holder or any other party with respect to any such taxes. The payment contemplated by Section 2 is subject to applicable tax and other withholdings required by law. Accordingly, in making the payment contemplated by Section 2, the Company will withhold such amounts as set forth in Exhibit C. and will pay such withheld amounts to the applicable taxing authorities on behalf of Option Holder. The Option Holder hereby acknowledges that no representations have been made with respect to the tax treatment of any consideration that may be received pursuant to the terms of this Agreement. The Company will issue to the Option Holder a Form W-2 by January 31, 2020, that reflects the gross amount of the payment contemplated by Section 2 and amounts withheld for taxes pursuant to this Section 3.

4.Surrender of Option Agreements. Contemporaneously with the execution and delivery of this Agreement, the Option Holder is delivering to the Company all copies of the originally executed Option Agreements, if any, in the possession of the Option Holder. At or after the Effective Date, each original copy of such Option Agreements shall be marked “Cancelled” by the Company.

5.Representations, Warranties and Covenants of the Option Holder. The Option Holder represents, warrants and covenants as follows:

5.1.The Option Holder has full power and authority to enter into, execute, deliver and perform the Option Holder’s obligations under this Agreement, to make the representations, warranties and covenants herein contained and to perform the Option Holder’s obligations hereunder and thereunder. Neither the execution or delivery of this Agreement nor the release set forth in Section 5 hereto, nor the consummation of the transactions contemplated hereby, will violate any agreement, law, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which the Option Holder is subject.

5.2.The Option Holder owns the Options free and clear of any security interests, liens, pledges, claims, options, charges or other encumbrances and has not assigned, transferred or conveyed any right, title or interest in or to any of the Options nor has the Option Holder exercised or purported to exercise any of the Options.

5.3.The Option Holder hereby acknowledges the following:  (i) the Company and its representatives have material, non-public information relating to the Company, including current information relating to the Company’s results of operations, plans, prospects, and liquidity; (ii) any non-public information may impact the value of the Common Stock; (iii) Option Holder has not requested and does not wish to receive any non-public information from the Company or its representatives; (iv) as a consequence of the foregoing, there may exist a disparity of information between the Option Holder and the Company and its representatives with respect to the Common Stock and the Company; and (v) notwithstanding any such disparity of information, the Option Holder has determined to enter into this Agreement and terminate the Options.

6.Form W-9 or Form W-8BEN. Concurrently with the execution and delivery of this Agreement, the Option Holder is delivering to the Company a completed Form W-9 or Form W-8BEN, as applicable.

7.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute the same agreement. Delivery by facsimile, electronic mail or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of a manually executed counterpart of this Agreement.

8.Severability. If any provision of this Agreement or in any document referred to herein shall be determined to be illegal, void or unenforceable, all other provisions of this Agreement or in any other document referred to herein shall not be affected and shall remain in full force and effect.

9.Applicable Law. This Agreement shall be interpreted and enforced in accordance with, and governed by, the laws of Delaware without regard to any conflicts of laws provisions or principles thereof that would apply the laws of another jurisdiction. THE OPTION HOLDER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THE OPTION HOLDER MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

10.Company Representation. The Company has full power and authority to enter into, execute, deliver and perform the Company’s obligations under this Agreement. Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby, will violate any agreement, law, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which the Company is subject. The Company represents that it has not made available or disclosed to Option Holder, either verbally or in writing, any material, non-public information related to the Company as of the Effective Date.

11.Miscellaneous. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by both parties hereto.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the parties hereto has caused this Option Termination Agreement to be executed on its behalf as of the day and year first above written.

THE COMPANY: GLOBALSCAPE, INC.
By:
	Name:
	Title:

THE OPTION HOLDER:
By:
	James W. Albrecht, Jr.

Exhibit A

Options & Options Agreements

Agreement	Date of Grant	Exercise Price	Number of Options Granted	Number of Vested and Outstanding Options
Non-Qualified Stock Option Agreement	7/10/2012	$2.10	150,000	150,000
Non-Qualified Stock Option Agreement	2/9/2015	$3.20	75,000	75,000
Incentive Stock Option Agreement	2/1/2016	$3.52	85,227	56,818
Non-Qualified Stock Option Agreement	2/1/2016	$3.52	14,773	9,849
Incentive Stock Option Agreement	2/8/2017	$3.73	26,809	8,936
Non-Qualified Stock Option Agreement	2/8/2017	$3.73	73,191	24,397
Total			425,000	325,000

Exhibit B

Option Holder ACH Instructions

Bank:

ABA #

Account Name: James W. Albrecht, Jr.

Account No.:

Exhibit C

Taxes Withheld

FIT	$200,679.46
Medicare	$11,089.75
Social Security	$8,239.80