Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
(e) On December 10, 2012 the registrant repurchased 128,588 shares of its Common
Stock from its Chief Executive Officer, Richard Soloway. The purchase price
was $3.38 per share, the previous business day's closing price on NASDAQ, for
an aggregate purchase price of $434,627.44. The repurchase was to fund Mr.
Soloway's tax liability associated with the exercise of 675,000 options
granted to him under the registrant's 2002 Employee Stock Option Plan. The
repurchase by the registrant was approved by the Board of Directors of the
registrant, including all of the independent directors.