SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
(Amendment
No. 1)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the Fiscal Year EndedMay 31,
2007 Commission File
No.000-08880
THE
BANKER’S STORE, INC.
(Exact
name of registrant as specified in its charter)
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New
York |
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22-3755756 |
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(State
or other jurisdiction of incorporation or organization) |
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(I.R.S.
Employer Identification No.) |
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1535
Memphis Junction Road, Bowling Green, KY |
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42101 |
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(Address
of principal executive offices) |
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(Zip
Code) |
Registrant’s
telephone number, including area code: (270) 781-8453
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
Check
whether the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No x
Check
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, and (2) has been subject to such filing requirements for the past 90
days. Yes x No o
Check if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B contained herein, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-KSB. x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
State
issuer’s revenues for the most recent fiscal year: $2,622,010.
As of
September 30, 2007, the aggregate market value of the voting and non-voting
common equity held by non-affiliates was approximately $98,793 (computed by
reference to the last sale price of the common equity on such
date).
As
of October 15, 2007, the Registrant had 14,954,781 shares of Common
Stock outstanding.
Transitional
Small Business Disclosure Format (check one): Yes o No x
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Page
No. |
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Part
III |
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Item
9 |
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1 |
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Item
10 |
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3 |
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Item
11 |
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5 |
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Item
12 |
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6 |
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Item
13 |
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8 |
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Item
14 |
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8 |
Explanatory
Note
This
Amendment No. 1 on Form 10-KSB/A to our Annual Report on Form 10-KSB for the
fiscal year ended May 31, 2007 (“2007 Form 10-KSB”), filed with the Securities
and Exchange Commission on August 9, 2007, is being filed to provide the
information required in Part III. No other information in our 2007
Form 10-KSB is amended hereby. This Form 10-KSB/A does not reflect
events occurring after May 31, 2007, nor does it modify or update disclosures
included in the 2007 Form 10-KSB other than by providing the information
required in Part III.
Part
III
Item
9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a) of the Exchange
Act.
Information
concerning the Company’s Board of Directors and executive officers is set forth
below.
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Vincent
C. Buckman
Age
64; President and Chief Executive Officer;
Director
since 2006
|
Mr.
Buckman became a director of the Company on October 9,
2006. Mr. Buckman also became the President and Chief Executive
Officer of the Company on October 9, 2006. Previously, From
2004 to October 2006, Mr. Buckman was a division manager of a national
company that markets equipment and services to financial institutions.
From 2002 to 2003, he served as a consultant to companies interested in
consolidating bank service and maintenance companies. From 1991
to 2001, he was a principal in Buckman & Associates, engaged as a
manufacturer’s representative of automated banking and physical and
electronic security equipment to banks and other financial
institutions. He holds a bachelors degree from the University
of Evansville. |
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Paul
D. Clark
Age
64; Chairman of the Board and Principal Shareholder;
Director
since 1998 |
Mr.
Clark is a founder of the Company. He has served as a director
of the Company since 1998. He served as
President, Chief Executive Officer and Chief Financial Officer
of the Company from 1998 until October 9, 2006. He is currently
the Chairman of the Board. He has worked in a variety of
management and sales positions in the electronic security and banking
equipment industries as well as the United States Navy. He
obtained his education and training from several technical schools and
received an Industrial Electronics degree in 1970. Mr. Clark
also received medical electronics specialist training and was an interior
communication electrician in the United States Naval Submarine
Service. Mr. Clark also attends specialized training courses
annually to stay current in the field of security. Mr. Clark is
the husband of Roberta W. Clark and father of Cindy
Hayden. |
|
Roberta
W. Clark
Age
63; Principal Shareholder;
Director
since 1998 |
Ms.
Clark has served as a director since 1998. She also served as the
Secretary of the Company from 1998 to October 9, 2006. From 1997 to 1998,
she served in similar positions with AAA Alarms. She attended
Colorado State University, where she received a B.A. in Art in 1965. She
is the wife of Paul D. Clark and mother of Cindy
Hayden. |
|
Cynthia
A. Hayden
Age
37; Vice President and Secretary;
Director
since 2006 |
Ms.
Hayden became a director of the Company on October 9, 2006. She also
became the Vice President and Secretary of the Company on October 9, 2006.
Ms. Hayden joined the Company in 1998 and served in and implemented
various positions and procedures including the inventory system,
shipping/receiving, accounting, software and establishment of the office
furnishings/design division of the Company. Currently, she
serves in the accounting department and handles shareholder
relations. Prior to joining the Company, Ms. Hayden worked in
various positions within the steamship industry and was a Purser with
Royal Caribbean Cruises. Ms. Hayden is the daughter of Paul and Roberta
Clark. |
|
Samuel
J. Stone
Age
54; Chief Financial Officer;
Director
since 2006 |
Mr.
Stone became a director of the Company on October 9, 2006. Mr.
Stone served as the Chief Financial Officer of Stat Group, LLC in 2006,
through October 9, 2006. From 1999 to 2005, he was the
Controller of a national banking related sales and service company which
sold and serviced image systems, ATMs and traditional equipment to
financial institutions throughout the United States. Mr. Stone
holds a bachelors degree from the University of
Kentucky. |
The
Company’s Common Stock is not traded on a national securities exchange or an
inter-dealer quotation system that has requirements related to director
independence or composition of certain board committees. Currently,
the Company’s Common Stock is traded on the over-the-counter bulletin
board.
None of
the Company’s directors would be considered "independent" as defined by federal
securities laws and NASDAQ listing standards. Although the Company does not have
a definite plan, the Company may expand its Board of Directors in the future to
include one or more independent directors. The Board has not
established separate audit, nominating or compensation committees. In the event
that the membership of the Board is expanded in the future, the Board may
consider the establishment of committees in order to perform its duties more
efficiently.
Code
of Ethics
The
Company has not adopted its Standards of Business Conduct and Code of Ethics,
but expects to during the next fiscal year.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16 of the Securities Exchange Act of 1934 requires the Company's executive
officers, directors and persons who own more than 10% of a registered class of
the Company's equity securities to file reports of ownership and changes in
ownership. Based on a review of such forms, the Company believes that
during the last fiscal year, all of its executive officers, directors and ten
percent shareholders complied with the Section 16 reporting
requirements.
Item
10. Executive Compensation.
Set forth
below is the Company’s Summary Compensation Table. Only two executive
officers are included in the Summary Compensation Table because no executive
officers of the Company received total compensation from the Company during the
past fiscal year in excess of $100,000.
SUMMARY
COMPENSATION TABLE
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Name
and
Principal
Position(1) |
Fiscal
Year(2) |
Salary(3) |
Option
Awards(4) |
Total |
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Vincent
C. Buckman |
2007 |
$70,154 |
$6,303 |
$76,457 |
|
President
and Chief Executive Officer |
2006 |
--- |
--- |
--- |
|
Samuel
J. Stone |
2007 |
$60,808 |
$5,253 |
$66,061 |
| Chief
Financial Officer |
2006 |
--- |
--- |
--- |
(1) Mr.
Buckman and Mr. Stone did not serve as executive officers of the Company during
the fiscal year ended May 31, 2006.
(2) The
years shown are the Company’s fiscal years ended May 31, 2007 and
2006.
(3) Mr.
Buckman and Mr. Stone entered into Employment Agreements with the Company on
October 7, 2006, which provided for annual salaries of $120,000 and $102,000,
respectively. The amounts shown represent the amount paid to them
during the period beginning in October 2006 (when they commenced their
employment with the Company) and ended May 31, 2007, the Company’s fiscal
year-end. The Company did not pay or provide perquisites or other personal
benefits to any of the named executive officers in an aggregate amount in the
fiscal years ended May 31, 2007 or May 31, 2006, of $10,000 or
more.
(4) The
amount shown represents the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended May 31, 2007, with respect to
options for 300,000 shares and 250,000 shares of the Company’s Common Stock
granted in October 2006 to Mr. Buckman and Mr. Stone, respectively.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
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Persons |
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No.
of Securities Underlying Unexercised Options
Exercisable |
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No.
of Securities Underlying Unexercised Options
Unexercisable(1) |
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Option
Exercise Price |
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Option
Expiration Date |
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Vincent
C. Buckman |
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--- |
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300,000 |
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$ |
0.07 |
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10/09/2011 |
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Samuel
J. Stone |
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--- |
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250,000 |
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$ |
0.07 |
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10/09/2011 |
(l) The
options shown are the only equity awards granted to the Company’s named
executive officers which were outstanding at the Company’s fiscal year-end, May
31, 2007.
Aggregated
Option Exercises in Last Fiscal Year
No
options relating to the Company’s Common Stock were exercised during the fiscal
year ended May 31, 2007.
Option
Grants in Last Fiscal Year
The
Company did not grant any options during the fiscal year ended May 31, 2006.
Under Employment Agreements entered into Mr. Buckman and Mr. Stone in October
2006, the Company granted options to Mr. Buckman and Mr. Stone to purchase
300,000 shares and 250,000 shares, respectively, of the Company’s Common Stock.
The Company also agreed to issue options to Mr. Buckman to purchase an
additional 245,455 shares of Common Stock and options to Mr. Stone to purchase
an additional 204,545 shares of Common Stock pursuant to the Employment
Agreements. These additional options will be granted pursuant to 2006 Stock
Ownership Incentive Plan. See “Equity Compensation
Plan.”
Director
Compensation
During
the 2007 fiscal year, none of the directors received any compensation for their
service on the Board of Directors.
Equity
Compensation Plan
The
Company’s only equity compensation plan is the 2006 Stock Ownership Incentive
Plan (“Plan”). The Plan was approved by shareholders at the Company’s most
recent Annual Meeting of Shareholders. The purpose of the Plan is to
enhance the ability of the Company to secure and retain the services of
qualified employees and non-employee directors and to provide incentives for
such employees and non-employee directors to exert maximum efforts for the
success of the Company.
Authorized
Shares. The number of shares of Common Stock authorized for
issuance under the Plan is 950,000 shares. Shares as to which options or other
awards under the Plan lapse, expire, terminate, are forfeited or are canceled
will again be available for awards under the Plan.
In the
event of any change in the corporate structure of the Company affecting the
Common Stock, such as a merger, reorganization, consolidation, recapitalization,
reclassification, stock split or similar transaction, the Board of Directors or
any administering committee appointed by the Board (“Committee”) will substitute
or adjust the total number and class of securities which may be issued under the
Plan and the number, class and price of shares subject to outstanding awards as
it, in its discretion, determines to be appropriate and equitable to prevent
dilution or enlargement of the rights of participants and to preserve the value
of outstanding awards.
Eligible
Participants. Full-time employees of the Company and its
subsidiaries and non-employee directors of the Company are eligible to receive
awards under the Plan. Participants will be selected by the Board (or the
Committee). As of May 31, 2007, the Company had approximately 21 full-time
employees.
Administration
of the Plan. The Plan is administered by the Board of Directors
or a Committee appointed by the Board to administer the Plan. The Board or the
Committee will determine, subject to the terms of Plan, the persons to receive
awards, the size, type and frequency of awards, the terms and conditions of each
award, and whether any performance goals have been met. The Board of Directors
or the Committee will also have the power to accelerate the exercisability of
awards, waive restrictions and conditions applicable to awards, and interpret
the provisions of the Plan.
Limitations
on Awards. The Plan provides for the grant of stock options and
restricted stock. No more than 450,000 shares of restricted stock may be awarded
under the Plan. In addition, no person may be granted more than 100,000 shares
of restricted stock or options for more than 200,000 shares during any calendar
year. In the event of any change in the corporate structure of the Company
affecting the Common Stock, such as a merger, reorganization, consolidation,
recapitalization, reclassification, stock split or similar transaction, the
Board of Directors or the Committee will make appropriate and equitable
adjustments to the award limitations under the Plan.
No
Repricing. Without shareholder approval, neither the Board of
Directors nor the Committee will have any authority, with or without the consent
of the holders of awards, to “reprice” any awards after the date of initial
grant with a lower exercise price in substitution for the original exercise
price.
Change
in Control. Upon a Change in Control, as defined in the Plan,
all outstanding options will become fully vested and immediately exercisable. In
addition, any restrictions and other conditions pertaining to restricted stock
held by participants will lapse and such shares will become immediately
transferable and nonforfeitable, subject to applicable securities law
requirements.
Termination
of the Plan. The Plan will terminate on the earliest of (a) the
10th
anniversary of its effective date; (b) the date when all shares available for
issuance under the Plan have been acquired and payment of all benefits in
connection with awards under the Plan has been made; or (c) such other date as
the Board of Directors may determine.
Item
11. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.
Directors,
Executive Officers and Principal Shareholders
The
following table sets forth the share ownership of directors, executive officers
and shareholders known by the Company to own beneficially five percent (5%) or
more of its outstanding Common Stock as of May 31, 2007.
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Common
Stock
Beneficially
Owned (1) |
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Name |
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Position |
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Amount |
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|
Percentage |
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Vincent
C. Buckman |
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President
and Chief Executive Officer; Director |
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0 |
(3) |
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|
* |
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Paul
D. Clark (2) |
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Chairman
of the Board; Principal Shareholder; Director |
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12,649,346 |
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84.6 |
% |
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Roberta
W. Clark (2) |
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Principal
Shareholder; Director |
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12,649,346 |
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84.6 |
% |
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Cynthia
A. Hayden |
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Vice
President, Secretary; Director |
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329,570 |
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2.2 |
% |
|
Samuel
J. Stone |
|
Chief
Financial Officer |
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0 |
(3) |
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* |
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Executive
Officers and Directors serving as of 5/31/07 as a group, including the
above (5 persons) |
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12,978,916 |
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86.8 |
% |
*
Indicates less than one percent.
1. All
officers, directors and principal stockholders have sole investment and voting
power unless otherwise indicated.
2. Paul D.
Clark and Roberta W. Clark each own 6,324,673 shares of Common Stock. Because
they are husband and wife, they may be deemed to beneficially own both the
shares held by them and the shares held by their spouse.
3. At May
31, 2007, Mr. Buckman and Mr. Stone held options to purchase 300,000 and 250,000
shares of Common Stock, respectively. The options vest in three equal annual
installment commencing on October 7, 2007. Accordingly, the shares subject to
these options were not exercisable and beneficially owned by Mr. Buckman or Mr.
Stone at May 31, 2007.
Item
12. Certain Relationships and Related
Transactions.
Employment
Agreements
On
October 9, 2006, the Company entered into Employment Agreements with Vincent C.
Buckman and Samuel J. Stone with regard to their service as President and Chief
Executive Officer and Chief Financial Officer, respectively.
Each of
the Employment Agreements has a two-year term and is automatically extended for
one additional year at the end of the initial term and each extension period,
unless one party gives the other party at least 60 days notice prior to the end
of the applicable term. Mr. Buckman’s annual base salary is $120,000
and Mr. Stone’s annual base salary is $102,000. Mr. Buckman and Mr.
Stone will be considered for bonuses annually by the Board of Directors based on
their performance during the preceding year. Bonuses may be paid in
cash, stock or a combination thereof, in the discretion of the
Board.
Mr.
Buckman’s Employment Agreement provided that the Company would grant him options
to purchase an aggregate of 545,455 shares of Common Stock at the fair market
value on the date of grant as follows: (a) an option to purchase 300,000 shares
within 30 days of the date on which his employment commenced in October 2006;
(b) an option to purchase 122,728 shares on the first anniversary date of the
Employment Agreement (October 2007); and (c) an option to purchase 122,727
shares on the second anniversary date of the Employment Agreement (October
2008).
Mr.
Stone’s Employment Agreement provided that the Company would grant him options
to purchase an aggregate of 454,545 shares of Common Stock at the fair market
value on the date of grant as follows: (a) an option to purchase 250,000 shares
within 30 days of the date on which his employment commenced (October 2006); (b)
an option to purchase 102,273 shares on the first anniversary date of the
Employment Agreement (October 2007); and (c) an option to purchase 102,272
shares on the second anniversary date of the Employment Agreement (October
2008).
All
options granted pursuant to the Employment Agreements will have a term of five
years and will vest in three equal annual installments, commencing on the first
anniversary of the date of grant.
The
Employment Agreements may be terminated by the Company on the death or
disability of the executive officer, or in the event that such executive officer
engages in any act constituting “misconduct” as defined in the Employment
Agreement. The Executive Officers may terminate their Employment
Agreements if the Company materially breaches any material provision of the
Employment Agreement or following a Change in Control (as defined in the
Employment Agreement). If the Executive Officer terminates the
Employment Agreement for “cause”, the Executive Officer will be entitled to a
monthly salary equal to the base salary set forth in the Employment Agreement
for a period of 12 months following termination of employment.
Both
Employment Agreements provide for reimbursement for reasonable business and
travel expenses and reimbursement of $500 per month for housing expenses during
the first year. The Executive Officers will be entitled to
participate in any other individual or group life insurance, health insurance,
qualified pension or profit sharing plan or any other fringe benefit program
which the Company may from time to time make available to its executive
employees. The Company has also agreed to indemnify the Executive
Officers to the full extent permitted by law and to the extent that the Company
obtains or maintains directors and officers liability insurance covering any
executive officers of the Company, to provide such insurance to the Executive
Officers. The Employment Agreements contain provisions relating to
non-disclosure of proprietary information and a covenant not to compete with the
Company for one year following termination of employment in certain geographic
areas. The Employment Agreements also provide that the Executive
Officers will not, while employed by the Company and for a period of one year
following termination, directly or indirectly solicit or induce any employee of
the Company to leave the Company or hire any individual employed by the
Company.
On
February 1, 1998, the Company entered into an employment agreement with Paul D.
Clark, pursuant to which the Company employed Mr. Clark for successive
three-year terms. The agreement provided for an initial base salary
of $78,500 per year and the provision of family health insurance, and a $100,000
whole life insurance policy. As of January 1, 2007, this employment
agreement was modified to provide for a $12,000 per year base
salary.
Related
Party Transactions
We have
entered into two operating leases with Paul D. Clark, Chairman of the Board and
principal shareholder of the Company, for the lease of an aggregate of
approximately 32,000 square feet of office and warehouse space located in
Bowling Green, Kentucky. The leases provide for a monthly rent of
$7,200 in the aggregate plus maintenance expenses. In January 2007, the monthly
rent was increased to $7,920 as a result of an increase in property taxes. One
of the leases expires in August 2008 and the other lease expires in September
2008. The Company believes that the terms of these leases are at least as
favorable as those which could have been obtained from an unrelated third
party.
During
the last fiscal year, as well as in prior years, a portion of Mr. Clark’s salary
was deferred. In addition, from time to time, Mr. Clark has advanced
amounts on behalf of the Company for which the Company has issued Mr. Clark a
promissory note. As of May 31, 2007, the Company owed Mr. Clark
$189,625 for cash advanced for inventory and $263,100 in deferred
compensation. During the year ended May 31, 2007, Mr. Clark was paid
$18,366 principal and $7,419 interest as repayment for cash
advanced.
31.1 Certification
pursuant to Rule 13a-14(a) of Vincent C. Buckman, CEO and President
31.2 Certification
pursuant to Rule 13a-14(a) of Samuel J. Stone, Chief Financial
Officer
32.1 Certification
pursuant to 18 USC Section 1350 of Vincent C. Buckman, CEO and
President
32.2 Certification
pursuant to 18 USC Section 1350 of Samuel J. Stone, Chief Financial
Officer
Item
14. Principal Accountant Fees and
Services.
Audit
Fees and Expenses for the Fiscal Year Ended May 31,
2007
During
the fiscal year ended May 31, 2007, the Company was billed and paid Marmann,
Irons & Associates PC for the audit of our annual financial statements and
review of our quarterly financial statements the amount of $55,521.
Audit
Fees and Expenses for the Fiscal Year Ended May 31,
2006
During
the fiscal year ended May 31, 2006, the Company was billed and paid Marmann,
Irons & Associates PC for the audit of our annual financial statements and
review of our quarterly financial statements the amount of $51,116.
Tax
Fees
During
the fiscal years ended May 31, 2007 and 2006, the Company was billed
and paid Marmann, Irons & Associates PC $6,400 and $6,200, respectively, for
tax preparation work.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
The
Banker's Store, Inc. |
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Dated:
November 20, 2007 |
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By: |
/s/
Vincent C. Buckman |
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Vincent
C. Buckman, |
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President,
CEO, & Director |
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this amended report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
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/s/
Vincent C. Buckman |
|
Dated:
November 20, 2007 |
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Vincent
C. Buckman, President, CEO, & Director |
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/s/
Samuel J. Stone |
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Dated:
November 20, 2007 |
|
Samuel
J. Stone, CFO & Director |
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