Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Pursuant to a unanimous written consent of the Board of Directors of the
Registrant, Messrs. Russel H. Givens, Jr. and J. Daniel Sullivan have been
appointed to the Registrant's Board of Directors. Mr. Givens has been appointed
to serve on the Board for a term ending at the 2009 annual meeting of the
stockholders and until his successor is duly elected and qualified.
Additionally, Mr. Givens has been appointed to the Corporate Governance and
Nominating Committee, Compensation Committee and Audit Committee. The Board has
also affirmatively determined that Mr. Givens qualifies as an "independent
director" under the applicable requirements of The NASDAQ Global Market.
Prior to his retirement, Mr. Givens served in various senior management roles
at Crown Media International from 1998-2004; his most recent role as President
and Chief Executive Officer from 2000 to 2004. Prior to that, he served as
Executive Vice President and Chief Operating Officer from 1998 to 2000. Prior to
joining Crown Media, Mr. Givens served as Vice President, European
Cable/Telephony, for Media One International from 1994 to 1998.
Mr. Sullivan has been appointed to serve on the Board for a term ending at
the 2010 annual meeting of the stockholders and until his successor is duly
elected and qualified. Additionally, Mr. Sullivan has been appointed to the
Corporate Governance and Nominating Committee, Compensation Committee and Audit
Committee. Furthermore, Mr. Sullivan has been appointed Chairman of the
Corporate Governance and Nominating Committee and Audit Committee. The Board has
also affirmatively determined that Mr. Sullivan qualifies as an "independent
director" under the applicable requirements of The NASDAQ Global Market.
Mr. Sullivan is currently a member of the Board of Directors of Media
General, Inc., a provider of local news, information and entertainment over
multiple media platforms. Additionally, Mr. Sullivan has been a private investor
and consultant specializing in advising various equity funds on media
investments since 2004. Prior to that, he served as President and Chief
Executive Officer of Quorum Broadcasting Company, Inc. from 1998 to 2004.
Mr. Sullivan also served as President and Chief Executive Officer of Sullivan
Broadcasting Company, Inc. from 1996 to 1998.
Directors Frank J. Loverro and Michael B. Goldberg informed the Board of
Directors of the Registrant that they will both be resigning from the Corporate
Governance and Nominating Committee, Compensation Committee and Audit Committee
effective July 31, 2008.
Item 9.01 Financial Statements and Exhibits.
None.