INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
U.S. HELICOPTER CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
U.S. HELICOPTER CORPORATION
6 East River Piers, Suite 216
Downtown Manhattan Heliport
New York, New York 10004
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Fellow Stockholder:
You are invited to attend the 2008 Annual Meeting of Stockholders of
U.S. Helicopter Corporation ("USH" or the "Company"). The meeting will be held
at 9:00 AM local time on Thursday, June 19, 2008, at Jasna Polana, 4519 Province
Line Road, Princeton, New Jersey 08540. At the meeting, shareholders will vote
on the following matters:
o Election of directors;
o Ratification of the appointment of Moore Stephens, P.C. as the
Company's independent auditors;
o A proposed amendment to the Company's Certificate of Incorporation to
increase its authorized common stock from 95 million to 500 million
shares and to increase its authorized preferred stock from 5 million
to 25 million shares;
o Approval of the Company's 2007 Stock Incentive Plan; and
o Any other business that may properly come before the meeting.
If you were a record holder of the Company's common stock at the close
of business on May 15, 2008, the record date for the annual meeting, you will be
entitled to vote at the meeting. A list of shareholders entitled to vote at the
meeting will be available for examination by any stockholder, for any purpose
germane to the meeting, during normal business hours for ten (10) days prior to
the meeting at the law offices of Gallagher, Briody & Butler, 155 Village
Boulevard, Suite 201, Princeton, New Jersey 08540. The shareholder list will
also be available for examination by any stockholder at the meeting. Space in
the meeting will be limited, and admission will be on a first-come, first served
basis. To attend the meeting, you will need to show evidence that you are a USH
shareholder, or hold a valid proxy from a USH shareholder, as of the record
date.
Please read the attached proxy statement carefully and submit your vote
as soon as possible. Your vote is important. You can ensure that your shares are
voted at the meeting by using our Internet or telephone voting system, or by
completing, signing and returning the enclosed proxy/voting instruction card.
Sincerely yours,
/s/ John G. Murphy
-------------------
John G. Murphy
Chief Executive Officer & President
Dated: June 3, 2008
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TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING 1
GENERAL INFORMATION 3
Stockholders Entitled to Vote 3
Voting 3
Revoking a Proxy 4
Voting Shares Held in "Street Name" 4
Recommendations of the Board of Directors 4
Attending the Meeting 4
How to Obtain Additional Information About the Company 5
Deadline for Submitting Shareholder Proposals for Next Annual Meeting 5
CORPORATE GOVERNANCE 5
Composition of the Board 5
Information about Director Nominees 6
Committees 9
Non-Employee Director Compensation 10
Director Independence 12
Code of Ethics 12
PRINCIPAL ACCOUNTANT FEES AND SERVICES 12
Audit Fees 12
Audit-Related Fees 13
Tax Fees 13
All Other Fees 13
Audit Committee Approval 13
PROPOSAL 1 - ELECTION OF DIRECTORS 13
PROPOSAL 2 - RATIFICATION OF AUDITORS 14
PROPOSAL 3 - AMENDMENT OF CERTIFICATE OF INCORPORATION 15
PROPOSAL 4 - APPROVAL OF THE 2007 STOCK INCENTIVE PLAN 17
OTHER IMPORTANT INFORMATION 17
Executive Compensation 17
Security Ownership of Certain Beneficial Owners and Management 19
Section 16(a) Beneficial Ownership Compliance 21
Costs of Solicitation 21
Matters Raised at the Meeting not Included in this Statement 22
PROXY AND VOTING INSTRUCTION 22
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EXHIBIT A- 2007 STOCK INCENTIVE PLAN A-1
-2-
U.S. HELICOPTER CORPORATION
6 East River Piers, Suite 216
Downtown Manhattan Heliport
New York, New York 10004
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2008
This proxy statement is provided in connection with the solicitation of proxies,
by order of the Board of Directors (the "Board") of U.S. Helicopter Corporation
("USH" or the "Company") to be used at the 2008 annual meeting of stockholders
of the Company. The enclosed proxy card represents your holdings of common stock
in the registered account name shown. We expect this proxy statement and the
enclosed proxy card will be mailed on or after Tuesday, June 3, 2008, to each
stockholder entitled to vote at the annual meeting.
GENERAL INFORMATION
STOCKHOLDERS ENTITLED TO VOTE
The Board designated May 15, 2008, as the record date for determining
stockholders entitled to vote at the annual meeting. On that date, the Company
had 45,654,168 shares of common stock outstanding. Each share of common stock
entitles the holder to one vote.
VOTING
When you timely submit your proxy in proper form, your shares will be voted
according to your instructions. You may give instructions to grant or withhold
authority to vote for the election of all the Board nominees, or any individual
nominee, and to vote for or against, or abstain from voting upon, each of the
other matters submitted for voting.
If you are a stockholder of record, you can vote in any one of the following
three ways:
o By Internet: Go to the web site, HTTP://WWW.VOTESTOCK.COM, as shown on
your proxy card, and follow the instructions. Internet voting is
available 24 hours a day, seven days a week. To be effective, your
vote must be received by 11:59 p.m. Eastern Daylight Time (EDT) on
June 18, 2008.
o By Telephone: Call the toll-free number, 866-626-4508, as shown on
your proxy card. Please follow the instructions on your proxy card and
the voice prompts on the telephone. Telephone voting is available 24
hours a day, seven days a week. To be effective, your vote must be
received by 11:59 p.m. EDT on June 18, 2008.
o By Mail: Mark your vote, sign your name exactly as it appears on your
proxy card, date your proxy card, and return it in the enclosed
envelope so that it is received by June 18, 2008.
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REVOKING A PROXY
After you have signed and returned the enclosed proxy card or voted through the
Internet or by telephone, you may revoke your proxy at any time until it is
voted at the meeting. You may do this by voting subsequently by Internet,
telephone, or proxy card, by sending a written notice of revocation to the
Secretary of the Corporation, or by voting in person at the annual meeting.
Under the Bylaws of USH, directors are elected by a plurality of the votes cast
(i.e., more votes in favor of their election than other nominees) at the Annual
Meeting of Stockholders.
Each proposal in this proxy statement aside from the election of directors will
be approved if it receives a majority of the votes present, either in person or
by proxy, and entitled to vote at the meeting. Please note that not returning
your proxy or abstaining from voting will have the same effect as if you had
voted against the proposal.
VOTING SHARES HELD IN "STREET NAME"
If your shares are held in the name of a broker, bank or other record holder,
please refer to the instructions provided by the record holder regarding how to
vote your shares or to revoke your voting instructions. You may also obtain a
proxy from the record holder permitting you to vote in person at the annual
meeting.
RECOMMENDATIONS OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote:
o FOR the election of the director nominees named in this proxy
statement;
o FOR the ratification of the appointment of Moore Stephens, P.C. as the
Company's independent auditors;
o FOR the proposed amendment to the Company's Certificate of
Incorporation; and
o FOR the approval of the Company's 2007 Stock Incentive Plan.
If you are a shareholder of record and return a written proxy/voting card
without voting instructions, your shares will be voted in accordance with the
Board's recommendations.
ATTENDING THE MEETING
To attend the annual meeting, you will need to show that you are either a USH
stockholder, or hold a valid proxy from a USH stockholder, as of the record
date. Space in the meeting will be limited, and admission will be on a
first-come, first served basis. To attend the meeting, you will need to show
evidence that you are a USH shareholder, or hold a valid proxy from a USH
shareholder, as of the record date.
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HOW TO OBTAIN ADDITIONAL INFORMATION ABOUT THE COMPANY
The Company files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). The
Company's SEC filings are available on the SEC's web site at HTTP://WWW.SEC.GOV
by following the link for "Search for Company Filings". You may also read and
copy any reports, statements or other information filed by the Company at the
SEC's public reference rooms in Washington, D.C., New York City, and Chicago,
Illinois. You may also request a copy of the Company's reports filed with the
SEC by contacting the Company's Corporate Secretary, c/o U.S. Helicopter
Corporation, 6 East River Piers, Suite 216, Downtown Manhattan Heliport, New
York, NY 10004.
DEADLINE FOR SUBMITTING SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
The deadline for submitting shareholder proposals for inclusion in the Company's
proxy statement and form of proxy for the Company's next annual meeting is
December 31, 2008. Any such proposal, including any accompanying supporting
statement, may not exceed 500 words. Shareholder proposals received by the
Company after December 31, 2008 will be considered untimely and may be rejected
as such at the discretion of the Board.
CORPORATE GOVERNANCE
COMPOSITION OF THE BOARD
The Board consists of nine (9) directors and is divided into three classes for
purposes of election. All three classes of directors have been nominated for
election this year. Class I directors will serve for a one-year term, Class II
directors will serve for a two-year term, and Class III directors will serve for
a three-year term. The current composition of the Board is as follows:
NAME AGE POSITION
--------------------------------------------------------------------------------
Dean C. Borgman 66 Chairman of the Board of Directors
John G. Murphy 60 Chief Executive Officer, President and
Director
Col. Clinton Pagano (Ret.) 79 Director
John Capozzi 64 Director
Christopher D. Brady 53 Director
George A. Fechter 61 Director
Edward J. Sherman 62 Director
Stephen T. Wills 51 Director
Richard L. Bushman 49 Director
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INFORMATION ABOUT DIRECTOR NOMINEES
The following information about the business background of each person nominated
by the Board has been furnished to the Company by the nominees for director.
Unless a different address is provided below in the biography of a director, his
or her business address is U.S. Helicopter Corporation, 6 East River Piers,
Suite 216, Downtown Manhattan Heliport, New York, New York 10004.
DEAN C. BORGMAN was appointed Chairman in September, 2004. Mr. Borgman is the
former Chairman of Sikorsky Aircraft Corporation, a subsidiary of United
Technologies Corporation, a position he retired from on July 1, 2004. Mr.
Borgman joined Sikorsky as President in October 1998 and was appointed Chairman
on July 1, 2003. Before joining Sikorsky, Mr. Borgman served as Senior Vice
President in charge of the Boeing Company's helicopter facility in Mesa,
Arizona. He was named to the post after the merger of Boeing and McDonnell
Douglas. Mr. Borgman held a number of posts with McDonnell Douglas Helicopter
Company in Mesa, including that of President. He joined the Mesa unit in 1981 as
Director of Research and Development. Mr. Borgman advanced to Director of the
LHX Program, Vice President of Engineering, Vice President for Advanced Product
Development and Technology, General Manager for the MD Explorer Program and Vice
President for Commercial Programs. From 1975-81, Mr. Borgman served with the
U.S. Army Aviation Command, where he served the last two years as
Director-Advanced Systems. He worked at the Army Aviation Research and
Development Lab at Moffett Field from 1967-75. Mr. Borgman also held engineering
positions at Alpha Research Company and Northrop Corporation. Mr. Borgman holds
a bachelor's degree in aeronautical engineering from California State
Polytechnic University and a master's degree in the same discipline from
Stanford University. In 1983, he completed the Stanford Business School's
Executive Program. Additionally, he serves on the advisory committees of the
College of Engineering at California Polytechnic University, the Arizona State
University College of Engineering and the Dean's Council of 100 at the ASU
College of Business. He also serves on the board of The King's College, and is
past Chairman of the Board of Trustees of Southwestern College, The American
Helicopter Society, and Community Health Charities of Connecticut. Mr. Borgman
also has been a member of the NASA Aeronautical Advisory Committee, the Flight
Mechanics Panel of the NATO Advisory Group for Research and Development and the
Army Science Board.
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JOHN G. MURPHY has served as our Chief Executive Officer, President and Director
since March 7, 2003. Mr. Murphy has over 30 years of experience in general
management and administration in the domestic/international airline industry.
Mr. Murphy was President of JM Consulting and Associates from 1999 to 2004, his
own transportation industry consulting firm. From 1995 to 1998, Mr. Murphy was
President, Chief Executive Officer, and a Director of Kiwi International
Airlines. From 1993 to 1995, Mr. Murphy was Senior Vice President of Marketing
and Services for MGM Grand Air, a deluxe air carrier that catered to business
and entertainment, executives, and affluent clientele. Prior to joining MGM, Mr.
Murphy served as Vice President/GM Sales & Reservations at Pan American World
Airways, with responsibility for all of Pan Am's worldwide sales & reservations
functions. Prior to this position at Pan Am, Mr. Murphy served as Vice President
Sales & Advertising for all system wide advertising, sales planning, commission
programs and forecasting, as well as Managing Director Northeast, with primary
responsibility for Pan Am's largest operation (including the Pan Am Shuttle,
which provided scheduled helicopter service) in the New York area at JFK,
LaGuardia, and Newark airports. While serving as Managing Director Northeast for
Pan Am, Mr. Murphy directed all aspects of marketing/sales, customer service,
operations, security, personnel-labor relations, and financial controls.
COLONEL CLINTON PAGANO has served as a Director and member of our Security
Advisory Board since September 1, 2004. Col. Pagano was the Superintendent of
the New Jersey State Police from 1975 to 1990, during the tenures of two
Governors. While in his role as Superintendent of State Police, Col. Pagano was
instrumental in the creation of one of the largest state police helicopter
fleets in the nation, including the institution of a 24 hour, 7 day a week air
ambulance service that has become an example of the kind of emergency medical
services capable with the use of helicopters. This New Jersey State Police
aviation unit remains one of the largest in the United States. From 1990 to
1991, Col. Pagano was Director of New Jersey Division of Motor Vehicles, a
position he was appointed to by a third New Jersey Governor. Col. Pagano has
over 35 years of law enforcement experience, including the implementation in New
Jersey of coordinated State and Federal organized crime control programs. He was
appointed Director of Emergency Management and served on the national committee
in developing the anti-terrorism plan for the United States. Colonel Pagano
played a key role in developing the control plan for the New Jersey Casino
Industry and the security operations of New Jersey Sports and Exposition
Authority. Col. Pagano has studied military and civil aviation and related
electronics and was one of the first graduates of the Teterboro School of
Aeronautics in New Jersey. Col. Pagano also served as a member of the Board of
Directors of Digital Products Corporation of Florida from 1992 to 1997. From
November 1992 until mid-1999, he served as a Director and the Executive Vice
President of Compliance for Capital Gaming International, Inc. Col. Pagano
served as a director of Gary Player Golf.com, Inc. from 2000 to 2003. Col.
Pagano also presently serves as Chairman of the Board and a consultant to Manex
Entertainment, Inc.
JOHN CAPOZZI has served as our Marketing and Business Development Advisor and
Director since September 1, 2004. Mr. Capozzi began his corporate career with
American Airlines in operations in 1966 and was promoted eight times in eight
years leaving them as a Director in its marketing group. In 1974, Mr. Capozzi
joined the Midland Bank Group as a Vice President of Sales for one of its
operating companies in North America. He was promoted five times over the next
five years, leaving as the CEO in 1979 to start his own investment firm. Since
1979, Mr. Capozzi has started and sold over 20 companies in a variety of
industries. Mr. Capozzi also worked in government as an organizer of The
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Presidents Summit for America's Future, which was formed by President George
Bush Sr. and Chaired by Colin Powell, and was later known as America's Promise.
Mr. Capozzi has also worked with the Points of Light Foundation and in 1982 was
one of the creators of the Smoke Free Society Campaign with the U.S. Surgeon
General. Mr. Capozzi also formed Shape Up America with the U.S. Surgeon General
and launched a national initiative at the White House with Hillary Clinton. Mr.
Capozzi served for nine years on the Business School Board of Fairfield
University, for two years on the board of the Enterprise Center at Yale
University, and the board of Greens Farms Academy in Westport, CT for six years.
He also served on the Board of Operation Independence for the State of Israel
for 14 years. Mr. Capozzi has written seven books with over 14 million copies of
his work in distribution.
CHRISTOPHER D. BRADY has served as a Director since October, 2005. Mr. Brady is
the founding partner and Chairman of The Chart Group. Mr. Brady has over 25
years' experience in private equity, corporate finance and capital markets and
focuses on identifying and building portfolio companies through his extensive
industry relationships and perspective. Prior to his association with The Chart
Group, Mr. Brady was a partner with The Lodestar Group, a merger advisory and
investment firm acquired by Societe Generale. Mr. Brady spent eleven years in
the Corporate Finance and Capital Markets Departments of Lehman Brothers and
Dillon Read. Mr. Brady is a director of Bitrage, NWGH, Al-Deera Holding Co., IFA
Khaleeji Fund and several investments and affiliates of The Chart Group. He
received a B.A. from Middlebury College and an M.B.A. from Columbia University
Graduate School of Business.
GEORGE A. FECHTER has served as a Director since February, 2006. Since 2003, Mr.
Fechter has managed personal portfolios as Fechter Holdings which consists of
both start-up and established companies such as EHS PeriOptimum, Collaborative
Fusion, Adherence Technologies and Vulcan. From 1999 to 2003, Mr. Fechter served
as Associate Vice Chancellor for External Relations at the University of
Pitssburgh. From 1998 to 1999, Mr. Fechter served as Chief Executive Officer for
the McGowan Center for Artificial Organ Development at the University of
Pittsburgh. Mr. Fechter has over 20 years of experience in the construction and
contracting industries and has co-founded companies providing managerial
services in the U.S. and Canada. Mr. Fechter also serves as a director to a
number of privately-held for-profit and non-profit entities.
EDWARD J. SHERMAN has served as a Director since February, 2006. Prior to
joining U.S. Helicopter, Mr. Sherman served as Vice President of Infiniti East,
a division of Nissan Motor Corporation. Mr. Sherman was employed by Nissan Motor
Corporation from October 1976 until his retirement in November 2002. Before
joining Nissan Motor Corporation, Sherman was a teacher in the City of Boston
school district from 1970 to 1976. From 1967 to 1970, Mr. Sherman served as an
Officer in The United States Marine Corps. Sherman held various positions in the
USMC including Infantry Platoon Commander, Company Executive Officer and
Battalion Intelligence Officer. He is a decorated Vietnam Veteran. Mr. Sherman
holds a BS degree in Finance with a minor in Economics from Carroll School of
Management; Boston College and a Masters in Education from Boston University.
Mr. Sherman also serves as a director of Performance Health Technologies, Inc.
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STEPHEN T. WILLS has served as a Director since November, 2006. In addition to
his involvement with U.S. Helicopter, Mr. Wills has served as Vice President,
Secretary, Treasurer and Chief Financial Officer of Palatin Technologies, Inc.
since 1997 and has been its Executive Vice President of Operations since 2005.
From July 1997 to August 2000, Mr. Wills was also a Vice President and the Chief
Financial Officer of Derma Sciences, Inc., a publicly held company which
provides wound and skin care products, and currently serves as a director of
Derma Sciences, Inc. From 1991 to August 2000, he was the President and Chief
Operating Officer of Golomb, Wills & Company, P.C., a public accounting firm.
Mr. Wills, a certified public accountant, received his B.S. in accounting from
West Chester University, and an M.S. in taxation from Temple University.
RICHARD L. BUSHMAN has served as a Director since February 2008. In addition to
his position with the Company, Mr. Bushman acts as the Chief Investment Officer
for Univest Group, where he is responsible for creating investment assets for
Univest Group clients. Univest Group specializes in debt and equity capital
markets, listed and unlisted securities, and structured and generic products.
Mr. Bushman is also a member of the board of Katana Energy International. Mr.
Bushman started his career with the Chase Manhattan Bank in 1982. In 1984, he
co-founded the bank's Financial Advisory Group and successfully completed
transactions in Belgium, Saudi Arabia, Kuwait, Bahrain and Spain. From 1989 to
1996, Mr. Bushman acted as Head of Corporate Finance and Chief Investment
Officer for Kingdom Establishment a leading global investor from Saudi Arabia.
Since 1997, Mr. Bushman has worked as a Director of Long Acre Partners, a TMT
boutique owned by JP Morgan, and then as Managing Director of the Trinity Group,
an alternative asset merchant banking firm where he completed a range of major
fund and corporate finance assignments. Mr. Bushman is a graduate of Harvard
University.
COMMITTEES
The Company's business, property and affairs are managed by or under the
direction of the Board. Members of the board are kept informed of our business
through discussion with the chief executive and financial officers and other
officers, by reviewing materials provided to them and by participating at
meetings of the Board and its committees.
Since 2006, the Board has had four committees - the audit committee, the
compensation committee, the finance committee and the corporate governance and
nominating committee. The Board has not adopted written charters for any
committee as of the date of this report. Our audit committee currently consists
of Stephen T. Wills, John Capozzi, George Fechter and Col. Clinton Pagano, with
Mr. Wills as chairman. Mr. Wills is considered a "financial expert" member of
the Audit Committee. Our compensation committee currently consists of Col.
Clinton Pagano, Dean Borgman, Edward Sherman and Stephen Wills, with Col. Pagano
as chairman. Our finance committee currently consists of Christopher Brady,
George Fechter, John Capozzi, John G. Murphy and Richard Bushman, with Mr. Brady
as chairman. Our corporate governance and nominating committee currently
consists of Dean Borgman, Christopher Brady, Edward Sherman, John G. Murphy and
Richard Bushman, with Mr. Borgman as chairman.
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Our audit committee is involved in discussions with our independent auditor with
respect to the scope and results of our year-end audits, our quarterly results
of operations, our internal accounting controls, and the professional services
furnished by our independent auditor.
The compensation committee is responsible to the Board and to stockholders for
approving compensation awarded to all executive officers of the Company. The
committee authorizes all awards under our equity-based compensation plans, and
it reviews and approves employment agreements with management and changes in
compensation for our executive officers.
Our finance committee, among other things, provides advice and assistance to the
Board concerning proposed issuances of equity, debt or other securities and
proposed credit and similar facilities, reviews the adequacy of existing
financing facilities, and reviews short-term and long-term financing plans.
Our corporate governance and nominating committee is responsible for identifying
qualified candidates to serve as directors and recommend to the Board nominees
for director, recommend to the Board nominees for each committee of the Board,
oversee the process of evaluation of the performance of our management, and
develop and recommend to the Board corporate governance guidelines.
NON-EMPLOYEE DIRECTOR COMPENSATION
For fiscal year 2007, we compensated our non-employee directors an annual sum of
$20,000 for serving as a director during 2007. Mr. Borgman, as Chairman of the
Board, received an annual sum of $30,000. In addition, the Chairman of each
committee of the Board received an additional annual sum of $4,000. We also
issued to each director an option pursuant to our 2007 Stock Incentive Plan to
purchase up to 300,000 shares of our common stock with an exercise price equal
to the fair market value of our common stock as of the grant date. Mr. Wills, a
director since November 2006, received 200,000 options.
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CHANGE
IN PENSION
VALUE AND
NONQUALIFIED
FEES EARNED NON-EQUITY DEFERRED
OR PAID STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER
IN CASH AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
NAME ($) ($) ($) ($) ($) ($) ($)
---------------- ------------ ------- ------------ ------------- --------------- -------------- ----------
Dean C. Borgman $34,000 --(1) $51,252(2) -- -- -- $85,252
Col. Clinton L. Pagano, Sr. $24,000 --(3) $51,252 (4) -- -- -- $75,252
John Capozzi $20,000 --(5) $51,252 (6) -- -- -- $71,252
Christopher D. Brady $24,000 -- $51,252 (7) -- -- -- $75,252
George A. Fechter $20,000 -- $51,252 (8) -- -- -- $71,252
Edward J. Sherman $20,000 -- $51,252 (9) -- -- -- $71,252
Stephen T. Wills $24,000 -- $34,168 (10) -- -- -- $58,168
Richard L. Bushman(11) -- -- -- -- -- -- --
----------------
(1) In the aggregate, Mr. Borgman holds a total of 700,000 shares of common
stock.
(2) Represents the dollar amount recognized for financial statement
reporting purposes for fiscal year 2007 based on options to purchase up
to 300,000 shares of common stock at an exercise price of $0.40 per
share issued on December 4, 2007 and expire on December 4, 2017. Mr.
Borgman also holds options to purchase an additional 300,000 shares of
common stock at an exercise price of $0.50 per share, which were issued
on October 27, 2004 and expire on October 27, 2014.
(3) In the aggregate, Col. Pagano is the beneficial owner of a total of
213,000 shares of common stock. (4) Represents the dollar amount
recognized for financial statement reporting purposes for fiscal year
2007
based on options to purchase up to 300,000 shares of common stock at an
exercise price of $0.40 per share issued on December 4, 2007 and expire
on December 4, 2017.
(5) In the aggregate, Mr. Capozzi holds a total of 3,710,145 shares of
common stock. (6) Mr. Capozzi holds options to purchase up to 300,000
shares of common stock at an exercise price of $0.40 per share which
expire on December 4, 2017.
(6) Represents the dollar amount recognized for financial statement
reporting purposes for fiscal year 2007 based on options to purchase up
to 300,000 shares of common stock at an exercise price of $0.40 per
share issued on December 4, 2007 and expire on December 4, 2017. Mr.
Capozzi also holds options to purchase up to 50,000 shares of common
stock at an exercise price of $0.50 per share issued on April 3, 2006
and expire on April 3, 2016.
(7) Represents the dollar amount recognized for financial statement
reporting purposes for fiscal year 2007 based on options to purchase up
to 300,000 shares of common stock at an exercise price of $0.40 per
share issued on December 4, 2007 and expire on December 4, 2017. Mr.
Brady is also the beneficial owner of (a) options to purchase 50,000
shares of common stock, (b) options to purchase up to 156,250 shares of
U.S. Helicopter common stock held by William Street Advisors, LLC, and
(c) options to purchase up to 156,250 shares of U.S. Helicopter common
stock held by Univest Group Limited.
(8) Represents the dollar amount recognized for financial statement
reporting purposes for fiscal year 2007 based on options to purchase up
to 300,000 shares of common stock at an exercise price of $0.40 per
share issued on December 4, 2007 and expire on December 4, 2017. Mr.
Fechter also holds options to purchase up to 50,000 shares of common
stock at an exercise price of $1.25 per share issued on April 3, 2006
and expire on April 3, 2016.
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(9) Represents the dollar amount recognized for financial statement
reporting purposes for fiscal year 2007 based on options to purchase up
to 300,000 shares of common stock at an exercise price of $0.40 per
share issued on December 4, 2007 and expire on December 4, 2017. Mr.
Sherman also holds options to purchase up to 50,000 shares of common
stock at an exercise price of $1.25 per share issued on April 3, 2006
and expire on April 3, 2016.
(10) Represents the dollar amount recognized for financial statement
reporting purposes for fiscal year 2007 based on options to purchase up
to 200,000 shares of common stock at an exercise price of $0.40 per
share issued on December 4, 2007 and expire on December 4, 2017. Mr.
Wills also holds options to purchase up to 50,000 shares of common
stock at an exercise price of $1.25 per share issued on December 21,
2006 and expire on December 21, 2016.
(11) Mr. Bushman did not become a director of the Company until February 14,
2008.
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DIRECTOR INDEPENDENCE
The Company's common stock is quoted on the OTC Bulletin Board interdealer
quotation system, which does not have director independence requirements. Under
NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or
she is also an executive officer or employee of the corporation, or if he or she
has accepted any compensation from the company in excess of $100,000 during any
12-month period in the prior three years. John G. Murphy is the President and
Chief Executive Officer of the Corporation and is not deemed to be an
independent director under this definition. Also, John Capozzi received or
accrued compensation for services rendered during 2006 of $250,000 and is not
deemed to be an independent director.
CODE OF ETHICS
We have not formally adopted a written Code of Ethics. Management of the Company
has drafted a Code of Ethics designed to deter wrongdoing and promote honest and
ethical conduct, full, fair and accurate disclosure, compliance with laws,
prompt internal reporting and accountability to adherence to the Code of Ethics.
Management of the Company is in the process of obtaining comments to its draft
Code of Ethics from the Board of Directors. We have not adopted a written Code
of Ethics as of the date hereof because based on our small size, early
development stage and limited financial and human resources, we did not believe
that formally adopting a written Code of Ethics would have been necessary or
cost-effective prior to the date hereof.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
The aggregate fees billed for each of fiscal 2007 and 2006 for professional
services rendered by Moore Stephens, PC as our registered public accounting firm
for the audit of our annual financial statements and review of financial
statements included in our Forms 10-QSB and services that are normally provided
by the accountant in connection with statutory and regulatory filings or
engagements for each of fiscal 2007 and 2006 was $83,922 and $54,245,
respectively.
-12-
AUDIT-RELATED FEES
The aggregate fees billed in each of fiscal 2007 and 2006 for assurance and
related services by our principal accountant that are reasonably related to the
performance of the audit or review of our financial statements (and are not
reported under Item 9(e)(1) of Schedule 14(A) was $8,000 and $1,148,
respectively. These fees were related to the filing of our registration
statement.
TAX FEES
The aggregate fees billed in each of fiscal 2007 and 2006 for professional
services rendered by our principal accountant for tax compliance, tax advice and
tax planning was $225 and $350, respectively.
ALL OTHER FEES
The aggregate fees billed in each of fiscal 2007 and 2006 for products and
services provided by our principal accountant (other than the services reported
in Items 9(e)(1) through 9(e)(3) of Schedule 14(A)) was $0 and $0, respectively.
AUDIT COMMITTEE APPROVAL
We established an audit committee in 2006. Our audit committee's policy is to
pre-approve all audit and permissible non-audit services performed by the
independent accountant. The independent auditors and management are required to
periodically report to the Company's Board of Directors regarding the extent of
services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date. The Board of
Directors may also pre-approve particular services on a case-by-case basis. Our
Board of Directors approved the engagement of Moore Stephens, PC as our
principal accountant for the audit of our financial statements for the year
ended December 31, 2007.
PROPOSALS TO BE VOTED ON AT THE 2008 ANNUAL MEETING
PROPOSAL 1 - ELECTION OF DIRECTORS
A board of nine (9) directors will be elected at the annual meeting. The Board
of Directors has nominated the following directors to stand for re-election for
the terms noted below. Directors are elected by a plurality vote of the shares
present at the meeting, meaning that director nominees with the most affirmative
votes are elected to fill the available seats. Each director will serve until
the expiration of their term or until a successor is elected and qualified, or
until earlier resignation, removal, or death. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE FOLLOWING NOMINEES:
CLASS I - DIRECTORS NOMINATED FOR ONE-YEAR TERM
o John M. Capozzi
o Col. Clinton Pagano (Ret.)
o Edward J. Sherman
-13-
CLASS II - DIRECTORS NOMINATED FOR TWO-YEAR TERM
o John G. Murphy
o George A. Fechter
o Stephen T. Wills
CLASS III - DIRECTORS NOMINATED FOR THREE-YEAR TERM
o Dean C. Borgman
o Christopher D. Brady
o Richard L. Bushman
All of the nominees are currently serving on the Board of Directors. The
Company's common stock is quoted on the OTC Bulletin Board interdealer quotation
system, which does not have director independence requirements. However, each
nominee is independent under applicable NASDAQ rules except John G. Murphy, who
as President and Chief Executive Officer of the Company is not deemed to be an
independent director and John Capozzi, who received or accrued compensation for
services rendered during 2006 of $250,000 and is not deemed to be an independent
director.
The Board of Directors believes each nominee for director will be able to stand
for election. If any nominee becomes unable to stand for election, the Board may
name a substitute nominee or reduce the number of directors. If a substitute
nominee is chosen, the directors designated to vote the proxies will vote FOR
the substitute nominee.
PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board seeks an indication from stockholders of their approval or disapproval
of the Audit Committee's appointment of Moore Stephens, P.C. ("Moore Stephens")
as Independent Registered Public Accounting Firm (auditors) for 2008. For
additional information regarding the Company's relationship with Moore Stephens,
please refer to Principal Accountant Fees and Services disclosure beginning on
page 11.
If the appointment of Moore Stephens as auditors for 2008 is not approved by the
stockholders, the adverse vote will be considered a direction to the Audit
Committee to consider other auditors next year. However, because of the
difficulty in making any substitution of auditors so long after the beginning of
the current year, the appointment for the year 2008 will stand, unless the Audit
Committee finds other good reason for making a change.
Representatives of Moore Stephens will be present at the annual meeting and will
have the opportunity to make a statement if they desire to do so. The
representatives will also be available to respond to questions at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
-14-
PROPOSAL 3 - AMENDMENT TO CERTIFICATE OF INCORPORATION
DESCRIPTION OF PROPOSED AMENDMENT OF THE CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation currently authorizes the issuance of
a total of 100,000,000 shares, composed of 95,000,000 shares of common stock,
par value $0.001 per share, and 5,000,000 shares of preferred stock, par value
$0.001 per share. The proposed amendment will increase the total number of
authorized shares to 525,000,000 shares, composed of 500,000,000 shares of
common stock and 25,000,000 shares of preferred stock (the "Amendment"). The
Amendment will modify the first paragraph of Article Fourth of the Certificate
of Incorporation to read as follows:
"4.1 Authorized Stock. The total number of shares of stock which the
Company shall have authority to issue is 525,000,000 shares, composed
of five hundred million (500,000,000) shares of common stock, par value
$0.001 per share, and twenty five million (25,000,000) shares of
preferred stock, par value $0.001 per share."
Each of the newly authorized shares of common stock will have the same rights
and privileges as currently authorized common stock. The Amendment will not
change the par value of the common stock.
Each of the newly authorized shares of preferred stock will have the same rights
and privileges as currently authorized preferred stock. No shares of preferred
stock are issued and outstanding as of the date of this consent solicitation.
PURPOSE OF THE AMENDMENT
At May 15, 2008, the Company had issued and outstanding 45,654,168 shares of
common stock, no shares of preferred stock, and approximately 73,000,000 shares
of common stock are issuable pursuant to outstanding warrants, options and
convertible debentures. Our Certificate of Incorporation currently authorizes
the issuance of up to 95,000,000 shares of common stock. As such, we currently
have an insufficient number of shares authorized to issue shares of common stock
assuming the full conversion of all outstanding convertible securities and
exercise of all outstanding warrants and options.
The Amendment would increase the authorized shares of common stock from
95,000,000 to 500,000,000. The Company needs to increase the number of
authorized shares of common stock in order to have an adequate reserve of common
stock available for issuance upon conversion of existing convertible securities
and exercise of outstanding warrants and options. The Company also needs to
increase the number of authorized shares of common stock in order to have an
adequate reserve of common stock available for future issuance in equity
financings.
The increase in the number of authorized but unissued shares of common stock
would enable the Company, without further stockholder approval, to issue shares
from time to time as may be required for proper business purposes such as
raising capital for ongoing operations, business and asset acquisitions, present
and future employee benefit programs and other corporate purposes. It is
-15-
anticipated that such purposes may include the issuance for cash as a means of
obtaining capital for use by the Company, issuance in exchange for debt or
issuance as part or all of the consideration required to be paid by the Company
for acquisitions of other businesses or assets.
The Company has no current plan or commitment to issue shares of common stock
for purposes other than those discussed above or described herein.
The Amendment would also increase the authorized shares of preferred stock from
5,000,000 to 25,000,000. The Company deems it advisable to increase the number
of authorized shares of preferred stock in order to have an adequate reserve of
preferred stock available for future issuance in equity financings.
The increase in the number of authorized but unissued shares of preferred stock
would enable the Company, without further stockholder approval, to issue shares
of preferred stock from time to time, subject to limitations prescribed by law
and the provisions of the Certificate of Incorporation, as may be required for
proper business purposes such as raising capital for ongoing operations,
business and asset acquisitions, and other corporate purposes. It is anticipated
that such purposes may include the issuance for cash as a means of obtaining
capital for use by the Company, issuance in exchange for debt or issuance as
part or all of the consideration required to be paid by the Company for
acquisitions of other businesses or assets.
No shares of preferred stock are issued and outstanding as of the date of this
consent solicitation and the Company has no current plan or commitment to issue
shares of preferred stock at this time.
USE OF ADDITIONAL AUTHORIZED COMMON STOCK
The initial authorized common stock will be used until such time as the
conversion of debentures or the exercise of the warrants or options requires the
Company to issue more than the 95,000,000 shares currently authorized. The
Company has no current plan or commitment to issue shares of stock for purposes
other than those discussed herein.
The additional authorized shares could also be used to discourage persons from
attempting to gain control of the Company, by diluting the voting power of
shares then outstanding or increasing the voting power of persons who would
support the Board in opposing a takeover bid or a solicitation in opposition to
management. The Company is not currently aware of any effort to obtain control
of the Company, and has no plans to use the new shares for purposes of
discouraging any such effort.
If the Amendment is not approved, the Company will not have enough shares of
common stock authorized to issue shares of common stock to all holders of
convertible securities which would result in material breaches of several
agreements. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
-16-
PROPOSAL 4 - APPROVAL OF THE 2007 STOCK INCENTIVE PLAN
The Board of Directors believes that the Company's continued ability to attract,
motivate, and retain highly qualified employees will have a direct impact on the
future success and profitability of the Company.
To that end, on December 4, 2007, the Company adopted a 2007 Stock Incentive
Plan (the "2007 Plan"). Pursuant to the 2007 Plan, the Company has reserved the
right to issue up to 6,000,000 shares of common stock in the form of awards to
certain employees, non-employee directors and other individuals providing
services to the Company. The 2007 Plan terminates in 2017. The exercise price of
an option granted under the 2007 Plan will not be less than the fair market
value of the Company's common stock on the date of grant; however, for any non
qualified Stock Option the option price per share of common stock, may
alternatively be fixed at any price deemed to be fair and reasonable, as of the
date of the grant. Options granted that are not vested will be cancelled
immediately upon termination of the grantee's employment or association with the
Company, except in certain situations such as retirement, death or disability.
Vested options are exercisable for up to 30 days upon termination of the
grantee's employment or association with the Company.
The 2007 Plan document is attached as EXHIBIT A, and the 2007 Plan description
set forth above is qualified in its entirety by the complete 2007 Plan
documents. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER IMPORTANT INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid by
us during the two years ended on December 31, 2007 to our Chief Executive
Officer and our other executive officers who were serving as executive officers
on December 31, 2007 and received total salary and bonus in excess of $100,000
during fiscal year 2007 (the "Named Executive Officers").
STOCK OPTION ALL OTHER
NAME AND PRINCIPAL AWARDS AWARDS COMPENSATION TOTAL
POSITION YEAR SALARY ($) BONUS ($) ($) ($) ($) ($)
-------------------------------------------------------------------------------------------------------------------------
John G. Murphy 2007 $225,000(1) -- -- $51,252 $20,769(2) $297,021(1)(2)
Chief Executive Officer 2006 $225,000 $150,000 -- -- -- $375,000
and President
George J. Mehm, Jr. 2007 $130,000(1) -- -- $25,626 $8,862(2) $164,488(1)(2)
Chief Financial Officer, 2006 $130,000 $25,000 -- -- -- $155,000
Sr. Vice President and
Treasurer
Donal McSullivan 2007 $130,000(1) -- -- $25,626 $6,462(3) $162,088(1)(3)
Chief Marketing Officer 2006 $130,000 $25,000 -- -- $503,550(4) $658,550(4)
and Sr. Vice President
Terence O. Dennison 2007 $130,000(1) -- -- $25,626 $14,250(2) $169,876(1)(2)
Chief Operating Officer 2006 $130,000 $25,000 -- -- -- $155,000
and Sr. Vice President
Gabriel S. Roberts 2007 $95,000(1) -- -- $25,626 $18,224(2) $138,850(1)(2)
Vice President Finance 2006 $95,000 $25,000 -- -- -- $115,000
and Administration
-17-
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----------------
(1) Includes an amount equal to 20% of such officer's salary, which has
been deferred pursuant to an agreement with the Company executed in
connection with the August 2007 Debenture financing with YA.
(2) Includes amounts received by the named executive for contributions made
by the Company for health, dental and life insurance policies and the
Company's 401(k) plan in the name of the executive.
(3) Includes amounts received by the named executive for contributions made
by the Company for health, dental and life insurance in the name of the
executive.
(4) Represents (a) $170,000 in cash paid to Mr. McSullivan pursuant to a
marketing services agreement, (b) the cash value of warrants to
purchase 100,000 shares of common stock at $0.01 per share issued on
April 1, 2006 at an assumed value of $0.80 per share, and (c) the cash
value of warrants to purchase 200,000 shares of common stock at $0.05
per share which were earned in 2006 with an assumed value of
approximately $0.96 per share. All compensation paid under this column
to Mr. McSullivan was made pursuant to the terms of a marketing
services agreement and a Settlement Agreement and Release which
terminated such marketing services agreement.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE
OPTION AWARDS STOCK AWARDS
--------------------------------------------------------------------------------------------------------------
EQUITY
INCENTIVE
EQUITY PLAN
INCENTIVE AWARDS:
PLAN AWARDS: MARKET OR
EQUITY NUMBER OF PAYOUT
INCENTIVE UNEARNED VALUE
NUMBER OF NUMBER OF PLAN AWARDS: MARKET SHARES, OF UNEARNED
SECURITIES SECURITIES NUMBER OF NUMBER OF VALUE OF UNITS SHARES,
UNDERLYING UNDERLYING SECURITIES SHARES OR SHARES OR OR OTHER UNITS OR
UNEXERCISED UNEXERCISED UNDERLYING UNITS OF UNITS OF RIGHTS OTHER
OPTIONS OPTIONS UNEXERCISED OPTION STOCK THAT STOCK THAT THAT RIGHTS THAT
(#) (#) UNEARNED EXERCISE OPTION HAVE NOT HAVE NOT HAVE NOT HAVE NOT
----------- ------------- OPTIONS PRICE EXPIRATION VESTED VESTED VESTED VESTED
NAME EXERCISABLE UNEXERCISABLE (#) ($) DATE (#) ($) (#) ($)(1)
------------- ----------- ------------- ----------- --------- ----------- --------- ----------- ----------- ----------
George J. Mehm, Jr. 150,000 -- -- $0.40 12/4/17 -- -- -- --
231,000 -- -- $0.50 7/23/14 -- -- 75,000(2) $48,750
Donal McSullivan 150,000 -- -- $0.40 12/4/17 -- -- -- --
-- -- -- -- -- -- -- 75,000(2) $48,750
Terence O. Dennison 150,000 -- -- $0.40 12/4/17 -- -- -- --
211,000 -- -- $0.50 10/27/14 -- -- 75,000(2) $48,750
Gabriel S. Roberts 150,000 -- -- $0.40 12/4/17 -- -- -- --
-- -- -- -- -- -- -- 75,000(2) $48,750
--------------
(1) Market value is based on the closing price of our common stock on December 31, 2007 as quoted on the OTC
Bulletin Board, or $0.65 per share.
(2) Represents an award of shares of common stock that, as of December 31, 2007 vests on June 30, 2008.
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-18-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of May 15, 2008, the number and percentage of
outstanding shares of our common stock beneficially owned by our executive
officers, directors and stockholders owning more than 5% of our common stock and
our executive officers and directors as a group. Our executive officers and
directors have expressed their intention to vote FOR each of the proposals set
forth herein.
SHARES PERCENTAGE
NAME OF OWNER BENEFICIALLY OWNED OF CLASS(1)
--------------------------------------------------------------------------------
MORE THAN 5% BENEFICIAL OWNERS:
YA Global Investments, LP(2) 57,810,471(3) 57.47%
International Financial Advisors, K.S.C.(4) 40,450,000(5) 53.86%
Kuwait Holding, KSC(6) 6,950,000(7) 13.21%
Samama Global Corporation(8) 3,000,000 6.56%
EXECUTIVE OFFICERS AND DIRECTORS:
Dean C. Borgman(9) 1,300,000(10) 2.83%
John G. Murphy(9) 6,526,480 14.20%
Gabriel Roberts(9) 4,940,692(11) 10.79%
John Capozzi(9) 4,010,145 8.73%
Donal McSullivan(9) 3,218,558(12) 7.01%
George J. Mehm, Jr.(9) 1,036,666(13) 2.25%
Terence O. Dennsion(9) 877,666(14) 1.91%
Col. Clinton Pagano(9) 513,000 1.12%
Christopher D. Brady(15) 662,500(16) 1.43%
George A. Fechter(17) 350,000(18) *
Edward J. Sherman(19) 350,000(18) *
Stephen T. Wills(20) 250,000(18) *
Richard L. Bushman(21) 156,250(22) *
All Executive Officers and
Directors as a Group
(12 persons) 24,035,707(23) 48.17%
-------------------
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(1) The percentage of class calculation for each person or entity is based
on 45,654,168 shares of U.S. Helicopter common stock outstanding as of
May 15, 2008, inclusive of the number of shares of U.S. Helicopter
common stock issuable to the person or entity upon conversion of
convertible securities held by such person or entity. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to
options that are currently exercisable or exercisable within 60 days of
May 15, 2008 are deemed to be beneficially owned by the person holding
such options for the purpose of computing the percentage of ownership
of such person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.
(2) Address: 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302.
-19-
(3) This figure includes warrants to purchase a total of 14,086,107 shares
of U.S. Helicopter common stock exercisable within 60 days of May 15,
2008, as well as up to 40,849,429 shares of common stock issuable upon
conversion of convertible debentures held by YA in the principal
amounts of $5,900,000, $2,750,000, $844,838 and $1,250,000, based on an
assumed conversion price of $0.30 per share. Pursuant to applicable
U.S. Department of Transportation regulations ("US DOT Regulations"),
non-U.S.-based persons including YA may not hold more than an aggregate
of 24.9% of the voting interest of us, or more than 49% of our overall
outstanding equity without regard to voting rights, subject to DOT
approval. In addition, the terms of the Convertible Debentures prohibit
conversion if the number of shares held by YA after giving effect to
such conversion would equal in excess of 4.9% of all our outstanding
shares of common stock, which may only be waived by YA either in its
sole discretion with 60 days' notice or without notice upon an event of
default. The acquisition of the interest noted in this figure would be
dependent upon the non-applicability of US DOT Regulations, the
occurrence of an event of default under the Convertible Debentures and
a waiver of YA's restriction on owning more than 4.99% of our issued
and outstanding common stock. We are required to reserve one-fifth of
the total 24.9% maximum foreign ownership allowable under the US DOT
Regulations for issuance pursuant to securities held by YA. (By way of
example, if the 24.99% Foreign Ownership Pool equals 25,000 shares of
our common stock, such reserve equals 5,000 shares.) This figure does
not include shares held by Troy Rillo, who is an employee of YA but who
does not control, is not controlled by and is not under common control
with YA.
(4) Address: P.O. Box 4694, Safat 13047, Kuwait.
(5) Includes warrants to purchase up to 29,450,000 shares of U.S.
Helicopter common stock exercisable within 60 days of May 15, 2008. The
acquisition of the interest noted in this figure would be dependent
upon the non-applicability of the US DOT Regulations. As of May 15,
2008, this holder owned a total of 3,000,000 voting shares of our
common stock and 8,000,000 non-voting shares of our common stock. The
holder is entitled to have its non-voting shares converted into voting
shares as voting shares become available pursuant to the US DOT
Regulations.
(6) Address: c/o Univest Group, P.O. Box 1520, Safat, Kuwait 13016.
(7) Represents warrants to purchase common stock exercisable within 60 days
of May 15, 2008.
(8) Address: P.O. Box 2781, Riyadh 11461, Saudi Arabia.
(9) Address: c/o U.S. Helicopter Corporation, 6 East River Piers, Suite
216, Downtown Manhattan Heliport, New York, NY 10004.
(10) Includes options held by Dean Borgman to purchase up to 600,000 shares
of U.S. Helicopter common stock exercisable within 60 days of May 15,
2008.
(11) Includes 1,000 shares held by Mr. Roberts' spouse, and options held by
Mr. Roberts to purchase up to 150,000 shares of U.S. Helicopter common
stock exercisable within 60 days of May 15, 2008.
(12) Includes warrants to purchase up to 100,000 shares of U.S. Helicopter
common stock exercisable within 60 days of May 15, 2008, and options to
purchase up to 150,000 shares of U.S. Helicopter common stock
exercisable within 60 days of May 15, 2008.
(13) Includes options held by George Mehm to purchase up to 381,000 shares
of U.S. Helicopter common stock exercisable within 60 days of May 15,
2008.
(14) Includes options held by Terence O. Dennison to purchase up to 361,000
shares of U.S. Helicopter common stock exercisable within 60 days of
May 15, 2008.
-20-
(15) Address: The Chart Group, 70 East 55th Street, New York, NY 10022.
(16) Represents (a) options to purchase 350,000 shares of common stock held
by Mr. Brady, (b) warrants to purchase up to 156,250 shares of U.S.
Helicopter common stock held by William Street Advisors, LLC, and (c)
warrants to purchase up to 156,250 shares of U.S. Helicopter common
stock held by Univest Group Limited, all of which are exercisable
within 60 days of May 15, 2008.
(17) Address: 1 Trimont Lane, 1515-A, Pittsburgh, PA 15211.
(18) Represents options to purchase shares of common stock exercisable
within 60 days of May 15, 2008.
(19) Address: 87 Wilshire Drive, Belle Mead, NJ 08502.
(20) Address: 13 Highview Lane, Yardley, PA 19067.
(21) Address: c/o Univest Group, P.O. Box 1520, Safat, Kuwait 13016.
(22) Represents warrants to purchase up to 156,250 shares of U.S. Helicopter
common stock held by Univest Group Limited, which are exercisable
within 60 days of May 15, 2008.
(23) Includes options held by Dean Borgman (600,000 shares), John G. Murphy
(300,000 shares), Gabriel Roberts (150,000 shares), John Capozzi
(300,000 shares), Donal McSullivan (150,000), George Mehm (381,000
shares), Terence O. Dennison (361,000 shares), Col. Clinton Pagano
(300,000 shares), Christopher Brady (350,000 shares), George Fechter
(350,000 shares), Edward Sherman (350,000 shares) and Stephen Wills
(250,000 shares), and warrants held by William Street Advisors, LLC
(156,250), Univest Group Limited (156,250 shares), and Donal McSullivan
(100,000 shares), all of which are exercisable within 60 days of May
15, 2008.
* Less than 1%.
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who beneficially own, directly or indirectly, more than
ten percent (10%) of the registered class of our equity securities to file
reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.
Officers, directors and greater than ten percent (10%) beneficial owners are
required by SEC regulation to furnish us with copies of all Forms 3, 4 and 5
they file. To our knowledge, based solely on a review of the copies of such
reports furnished to the Company and on representations that no other reports
were required, no Forms 3, 4 or 5 relating to our common stock were filed late
during 2007.
COST OF SOLICITATION
USH will pay its costs for preparing, mailing, returning, and tabulating proxies
for the annual meeting. USH has retained StockTrans, Inc. to print and
distribute proxy materials and tabulate stockholder votes for a fee of
approximately $5,000. In addition, certain USH directors and officers, who will
receive no compensation for their services other than their regular compensation
disclosed herein, may solicit proxies. Such solicitations may be made
personally, or by mail, facsimile, telephone, or email. Upon request, USH may
also reimburse banks, brokers and other nominees for their costs in forwarding
proxy materials to beneficial owners of USH stock.
-21-
MATTERS RAISED AT THE MEETING NOT INCLUDED IN THIS STATEMENT
We do not know of any matters to be acted upon at the meeting other than those
discussed in this statement. If any other matter is properly presented, proxy
holders will vote on the matter in their discretion.
PRELIMINARY COPY
PROXY AND VOTING INSTRUCTION
U.S. HELICOPTER CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - JUNE 19, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Stockholders of U.S. Helicopter Corporation ("USH" or
the "Company") on June 19, 2008, or at any adjournments thereof, the undersigned
hereby appoints John G. Murphy and Thomas P. Gallagher, and each of them,
proxies with power of substitution to vote the common stock of the undersigned,
as directed hereon on the following matters, and, in their discretion, on any
matters that may come before the meeting.
-22-
PLEASE VOTE TODAY!
SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
Please mark vote as in example [X]
This Proxy, when properly executed, will be voted in the manner you have
directed. If you return a signed proxy with no direction given, it will be voted
in accordance with the Board of Directors' recommendations.
-------------------------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE "FOR"
-------------------------------------------------------------------------------------------------
------------------------------------- ------------------- ---------------- ----------------------
Class I - Directors Nominated
For One-Year Term FOR WITHOLD
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
John M. Capozzi [ ] [ ]
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
Col. Clinton Pagano (Ret.) [ ] [ ]
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
Edward J. Sherman [ ] [ ]
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
Class II - Directors Nominated
For Two-Year Term
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
John G. Murphy [ ] [ ]
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
George A. Fechter [ ] [ ]
------------------------------------- ------------------- ---------------- ----------------------
------------------------------------- ------------------- ---------------- ----------------------
Stephen T. Wills [ ] [ ]
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Class III - Directors Nominated
For Three-Year Term
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Dean C. Borgman [ ] [ ]
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Christopher D. Brady [ ] [ ]
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Richard L. Bushman [ ] [ ]
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DIRECTORS RECOMMEND A VOTE "FOR"
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Ratification of Moore Stephens, P.C. FOR AGAINST ABSTAIN
as Auditors [ ] [ ] [ ]
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DIRECTORS RECOMMEND A VOTE "FOR"
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Proposed Amendment to Certificate of FOR AGAINST ABSTAIN
Incorporation [ ] [ ] [ ]
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DIRECTORS RECOMMEND A VOTE "FOR"
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Approval of 2007 Stock Incentive Plan FOR AGAINST ABSTAIN
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Please sign exactly as your name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
Signature: Date:
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Signature: Date:
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If you are a stockholder of record as of May 15, 2008, you can vote in any one
of the following three ways:
o By Internet: Go to the web site, HTTP://WWW.VOTESTOCK.COM, and follow
the instructions. Internet voting is available 24 hours a day, seven
days a week. To be effective, your vote must be received by 11:59 p.m.
Eastern Daylight Time (EDT) on June 18, 2008.
o By Telephone: Call the toll-free number, 866-626-4508, and follow the
voice prompts on the telephone. Telephone voting is available 24 hours
a day, seven days a week. To be effective, your vote must be received
by 11:59 p.m. EDT on June 18, 2008.
o By Mail: Mark your vote, sign your name exactly as it appears on your
proxy card, date your proxy card, and return it in the enclosed
envelope so that it is received by June 18, 2008.
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