TULSA, Okla., Sept. 5, 2006 (PRIMEZONE) -- St. Joseph, Inc. (OTCBB:STJO), a publicly traded Colorado corporation, announced today the results of its 2006 Annual General Meeting, and a subsequent meeting by its newly elected Board of Directors.
With a total of 5,583,250 votes present in person or by proxy, the following persons were elected to serve on the company's Board of Directors for the coming year: Gerald McIlhargey (the Company's current President and Chief Executive Officer), Kenneth L. Johnson, Bruce Schreiner, Maureen O'Brien and Donal Ford. Prior to the vote for Directors, the company received a request from Kimberly Samon, who had initially placed her name on the ballot, to have it removed. In further action by the shareholders, the proposed 2006 Incentive Stock Option Plan was adopted in the form previously filed with the Securities and Exchange Commission, and the firm of Cordovano & Honeck was approved to continue as the Company's auditors for the 2006 fiscal year.
Following the Annual General Meeting, the newly elected Board of Directors met to approve a variety of actions, including the continued designation of Gerald McIlhargey as President and Chief Executive Officer, and Kenneth L. Johnson as Secretary, Treasurer and Chief Financial Officer. Gerald McIlhargey was elected to serve as Chairman of the Board, and the following members were appointed to serve as members of the Audit Committee (Bruce Schreiner, Maureen O'Brien and Donal Ford) and the Compensation Committee (Kenneth Johnson, Bruce Schreiner and Donal Ford).
The Board of Directors also reviewed the history of the Company's actions with respect to incentive stock options, and took the following actions with respect to options awarded in prior years and options granted under the 2006 Stock Option Plan just approved by the shareholders. Of the prior options awarded by the Company's prior Board of Directors, the Board has ratified all of the options disclosed in the Company's reports filed with the Securities and Exchange Commission, including that for the previous year's directors, it was ratified that each of them was entitled to retain the prior award of 100,000 options, exercisable for a period of five years from the date of grant for an exercise price of ten cents per share. The Board (with all prior-year directors abstaining from the vote) found this level of options to be fair and reasonable compensation for the services of the prior Board of Directors, notwithstanding that each of the Directors who had initially voted to provide the options was also a recipient of them without further shareholder approval.
The Board also reviewed the prior award of 2,000,000 stock options issued to John H. Simmons, St. Joseph's former President, Chief Executive Officer and Director, awarded as Director's options in the same period as the other directors of the Company and under the same terms, but found that it was not fair and reasonable for him to have received 1,900,000 more options for serving in the same position as an otherwise uncompensated director, while the remaining four directors received only 100,000. The excessive dilution caused by this award was deemed harmful to the other shareholders of the Company, and the Board could not identify that adequate consideration had been received by the Company to justify this type of dilution at a significantly discounted price. Under Colorado law, if a transaction is made between a Company and one of its directors, that transaction is subject to being voided by the corporation at a later time if the action was not approved by a majority of disinterested directors, approved by a majority of disinterested shareholders, or fair to the corporation. The current Board of Directors (with all prior-year directors abstaining from the vote) concluded that since there were no disinterested directors at the time of Mr. Simmons self-interested transaction, such transaction was never placed before the shareholders to approve, and the excessive dilution caused by the large quantity of options granted to him was inherently unfair to the Company and its other shareholders due to a lack of consideration received in return for such award, the grant of options to Mr. Simmons is voided, and all of such options (other than the same 100,000 which was ratified for all prior-year directors of the Company) were thereby cancelled. The effect of this cancellation will be further described in the Company's next financial report filed with the Securities and Exchange Commission.
For the current year, a total of 410,000 stock options were awarded, as follows: 50,000 shares for each of the five Board members as sole compensation for service on the Board of Directors; 50,000 shares to Gerry McIlhargey, President of the Company since May 2006 (who has not received any cash compensation to date for his services) in addition to the shares awarded to him for serving as a director of our Company; 50,000 employee options for John Blackmon; 25,000 employee options to each of Mark Johnson and Shelia Hobens; and 5,000 employee options to each of Karen Williams and Phil Archer. All of the newly-awarded options have a term of five years from the date of grant, and an exercise price per share of $1.05, the closing price of the Company's stock on the date they were granted.
The Board of Directors was also provided with a copy of an amendment to Schedule 13D filed with the SEC by Mr. Simmons on August 17, 2006. To its dismay, it concluded that the amended filing contains numerous inaccuracies and misrepresentations. In order to avoid confusion in the market and ensure that correct information is available to the Company's shareholders and others, the Board directed the Company to file a Current Report on Form 8-K correcting the record.
In his remarks to the shareholders at the Annual General Meeting, President Gerry McIlhargey stated, "I am very excited about the prospects of St. Joseph, especially with the addition of two new directors who are well-qualified to assist us in the growth of our business. During the coming year, we intend to focus on growing the value of our shareholders' interests in the company, both by seeking to enhance our internal growth, as well as continuing to seek opportunities to grow through acquisition or strategic alliance."
St. Joseph, Inc. (OTCBB:STJO), based in Tulsa, Oklahoma, operates through its wholly owned subsidiaries, Staf-Tek Services, Inc., which is engaged primarily in the recruiting and placement of professional technical personnel on a temporary and permanent basis. More information about St. Joseph and its services can be found on the Company's web site at www.stjosephinc.com and www.staftek.com, or by calling St. Joseph, Inc. at (918) 742-1888.
Note to Editors: In the company name above -- "Staf-Tek" -- a hyphen has been used in place of an asterisk.
Any statements made in this press release which are not historical facts contain certain forward-looking statements, as such term is defined in the Private Litigation Reform Act of 1995, concerning potential developments affecting the business, prospects, financial condition and other aspects of the company to which this release pertains. The actual results of the specific items described in this release, and the company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of management of the company as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, the company's dependence on third parties, general market and economic conditions, technical factors, the availability of outside capital, receipt of revenues and other factors, many of which are beyond the control of the company. The company disclaims any obligation to update information contained in any forward-looking statement.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievement expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "intend," "expects," "plan," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements.
St. Joseph, Inc. Investor Relations Mark Johnson (918) 742-1888 www.stjosephinc.com
St. Joseph, Inc.
Tulsa, Oklahoma, UNITED STATES
St. Joseph, Inc. Investor Relations Mark Johnson (918) 742-1888 www.stjosephinc.com
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