-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K7SGd6Fh/NiR8r4Mc/wMxKHG056LSzaOpWkcziV87ZDt/OYZicVk/edPWZCCi9G/ PAuU31MWO91WN5KiEr5ulw== 0001169232-08-001513.txt : 20080331 0001169232-08-001513.hdr.sgml : 20080331 20080331165335 ACCESSION NUMBER: 0001169232-08-001513 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080331 DATE AS OF CHANGE: 20080331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPEEDUS CORP CENTRAL INDEX KEY: 0001002520 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 133853788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27582 FILM NUMBER: 08725603 BUSINESS ADDRESS: STREET 1: 9 DESBROSSES STREET STREET 2: SUITE 402 CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 8887733669 MAIL ADDRESS: STREET 1: 9 DESBROSSES STREET STREET 2: SUITE 402 CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: SPEEDUS COM INC DATE OF NAME CHANGE: 19990331 FORMER COMPANY: FORMER CONFORMED NAME: CELLULARVISION USA INC DATE OF NAME CHANGE: 19951020 10-K 1 d73968_10k.htm ANNUAL REPORT



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007

or

o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from _______ to _______

Commission file number: 000-27582

 

 

SPEEDUS CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware

13-3853788

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

 

 

9 Desbrosses Street, Suite 402, New York, NY

10013

(Address of Principal Executive Offices)

(Zip code)

 

 

(888) 773-3669

(Registrant’s telephone number)

 

 

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $.01 per share

       The NASDAQ Stock Market LLC

(Title of each class)

                (Name of each exchange on which registered)

 

 

Securities registered pursuant to Section 12 (g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

Large accelerated filer o

 

Accelerated filer o

 

Non-accelerated filer o

Smaller reporting company x

          (Do not check if a smaller reporting company)

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

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant was $5,779,000 on June 30, 2007, based on the closing trade price of the Common Stock on the NASDAQ Capital Market on that date.

The number of shares of Common Stock outstanding as of March 15, 2008 was 3,992,372.

DOCUMENTS INCORPORATED BY REFERENCE

None




SPEEDUS CORP.
INDEX TO FORM 10-K

 

 

 

 

 

 

 

Page

 

 


 

PART I

 

 

 

 

 

 

Item 1.

Business

3

 

Item 1A.

Risk Factors

6

 

Item 1B.

Unresolved Staff Comments

9

 

Item 2.

Properties

9

 

Item 3.

Legal Proceedings

10

 

Item 4.

Submission of Matters to a Vote of Security Holders

10

 

 

 

 

 

 

PART II

 

 

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

11

 

Item 6.

Selected Financial Data

13

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

19

 

Item 8.

Financial Statements and Supplementary Data

20

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

20

 

Item 9A(T).

Controls and Procedures

20

 

Item 9B.

Other Information

20

 

 

 

 

 

 

PART III

 

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

21

 

Item 11.

Executive Compensation

23

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

27

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

28

 

Item 14.

Principal Accountant Fees and Services

28

 

 

 

 

 

 

PART IV

 

 

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

29

 

* * * * *

This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements appear in a number of places in this Form 10-K and include statements regarding the intent, belief or current expectations of the Company or its officers with respect to, among other things, the ability of the Company to make capital expenditures, the ability to incur debt, to service and repay such debt, as well as other factors that may affect the Company’s financial condition or results of operations. Forward-looking statements may include, but are not limited to, projections of revenues, income or losses, capital expenditures, plans for future operations, financing needs or plans, compliance with covenants in loan agreements, plans for liquidation or sale of assets or businesses, plans relating to products or services of the Company, assessments of materiality, predictions of future events, and the ability to obtain financing, including the Company’s ability to meet obligations as they become due, and other pending and possible litigation, as well as assumptions relating to the foregoing. All statements in this Form 10-K regarding industry prospects and the Company’s financial position are forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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PART I

ITEM 1. BUSINESS

Business Activities

          Speedus Corp. is a holding company that owns significant equity interests in diverse businesses. We seek business opportunities across all industries for potential transactions and relationships in which we can apply our current resources and management strengths. The companies that we target, either public or privately held, will be seeking growth or restructuring capital to pursue near term business objectives in demonstrated markets. We will continue to pursue opportunities involving our expertise in the medical device and wireless markets, as well as those areas involving our broadband assets as attractive opportunities present themselves.

          We have co-invested with Siemens Corporate Research, Inc., a subsidiary of Siemens Corporation, in Zargis Medical Corp. to develop advanced diagnostic decision support products and services for primary care physicians, pediatricians, cardiologists and other healthcare professionals. Zargis Acoustic Cardioscan® (Cardioscan®), Zargis’ core product, is the first and only FDA-authorized computer-assisted medical device designed to support physicians in analyzing heart sounds for the identification of suspected systolic and diastolic murmurs—which are a potential sign of heart disease. We own 90% of F&B Güdtfood Holding Corp., the creator and operator of the original Eurocentric “chic and quick” café, which, as of December 31, 2007, is operating one store in Manhattan. In 2005, we conceived Wibiki, a new software-based wireless network that leverages existing Wi-Fi infrastructures to reduce cost, complexity and risk for users when accessing the Internet wirelessly. Wibiki’s business model will employ a user opt-in advertising service we call AdChooser to generate revenues that keep Wibiki services free to users. We own a portfolio of patents that allow for high-speed wireless communications. We also own fixed wireless spectrum in the New York City metropolitan area that we may commercialize in the future to support high-speed, or broadband, Internet access service. For additional information on each of our business segments, see the discussions below and “Notes to Consolidated Financial Statements — Note 8, Business Segment Information.”

          Zargis Medical Corp. In January 2001, we co-invested with Siemens Corporate Research, Inc., a subsidiary of Siemens Corporation, in Zargis Medical Corp. to develop non-invasive, diagnostic support solutions that automatically analyze acoustical data from a patient to determine physiologically significant features useful in medical diagnosis. The development of Zargis’ patented technology is a pioneering effort in medicine which uses advanced signal processing algorithms deployed on standard computer platforms. The first Zargis device, Cardioscan, received its initial FDA authorization in May 2004 and additional authorizations in September 2005 and March 2006. Cardioscan is currently being tested by a small group of physicians during general medical examinations and physicals to help detect and analyze suspected heart murmurs which could be a sign of valvular and congenital heart disease. Zargis is currently researching, and conducting trials on, additional noninvasive diagnostic support tools that process acoustical data from the body in order to provide an accurate and intelligible assessment of a patient’s health. These assessments may be used by physicians and other healthcare providers to assist in the early identification or monitoring of heart, lung, vascular and other conditions and to provide better patient treatment.

          Major next steps remaining for Zargis include continuing market trials and clinical trials for new applications of the Zargis technology and the formation of strategic partnerships designed to support product commercialization.

          In February 2003, we acquired a controlling interest in Zargis Medical. At December 31, 2007, as a result of continued investment, our ownership interest was approximately 81%.

          In October 2007, Zargis and the 3M Company entered into an exclusive multi-year marketing alliance involving Zargis’ heart sound analysis software and 3M Littmann’s next-generation electronic stethoscope. Under the agreement, Zargis will support 3M in its efforts to develop a next-generation stethoscope that will be compatible with Zargis’ heart sound analysis software. In addition, the alliance provides Zargis with a wide-range of marketing and promotional opportunities along with exclusive rights to sell its heart sound analysis software through the global distribution network of the Littmann brand. The agreement grants 3M a 10% minority equity position in Zargis, 5% following the first sale of Zargis’ software through the 3M distribution channel and 5% in the event the agreement is renewed after an initial two year term and certain other conditions are met, and a seat on Zargis’ board of directors.

          F&B Güdtfood. We own 90% of F&B Güdtfood, the creator and operator of the original Eurocentric “chic and quick” café, which is operating one store in Manhattan. The acquisition price was $3,500,000 in May 2002. In February 2003, we reduced our cash investment in F&B Güdtfood and received $1,775,000 while maintaining our original 51% interest. In December 2003, as a result of renegotiation, our interest increased to 80% without an additional investment. As a result of certain milestones not having been met, in 2005 our interest increased to 90%. We have also entered into a management services contract with F&B Güdtfood that will result in direct revenues to us although these revenues will be eliminated on our consolidated financial statements.

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          Broadband Patents.We have accumulated a portfolio of patents that teach and cover the improvement of high-speed wireless communication systems to allow greater information content, reliability, clarity, more efficient use of licensed spectrum as compared to prior systems and other advances. We have 6 domestic patents with expiration dates ranging from 2007 through 2017, with approximately 46 international counterparts in 28 countries. We also have 4 domestic patents pending and 14 patents pending in an additional 3 countries. Certain wireless communications systems may employ a number of different combinations of our patented technology to maximize operational and spectrum efficiency. While we believe that there is great value in our patented technologies, it is a lengthy and expensive process to investigate and pursue licensing/patent infringement cases. We are evaluating a strategy for the utilization of these patents in the future, which may include pursuit of licensing or development of other strategic opportunities with users of the underlying technology. We have licensed technology in the past, both domestically and internationally, but are not currently receiving any license fees.

          On May 11, 2006, we filed two separate complaints against Cellco Partnership (d/b/a Verizon Wireless) in United States District Court in the Southern District of Florida, in which we assert that Verizon Wireless is infringing two patents. Verizon Wireless is a joint venture of Verizon Communications Inc. and Vodafone Group PLC. In May 2007, we reached a mutual agreement with Verizon Wireless leading to the dismissal of the two separate complaints that we filed against Verizon Wireless. No financial consideration was paid or received by either party.

          On June 2, 2006, we filed two separate complaints against Alltel Corp. in United States District Court in the Southern District of Florida, in which we assert that Alltel is infringing two patents. In an amended complaint, we asserted claims for infringement against Alltel Communications, Inc. and Alltel Wireless Holdings, Inc., in addition to Alltel Corp. In April 2007, the case was transferred to United States District Court for the Eastern District of Arkansas. In November 2007, one of the complaints was dismissed with prejudice. A claim interpretation hearing was held on February 22, 2008, however, no order has been entered interpreting the claim at issue. The Court has set the matter for trial during the two-week period commencing on July 18, 2008. A separate lawsuit was commenced in October 2006 against All Wireless, LLC, a Florida company, in United States District Court in the Middle District of Florida, alleging infringement. The All Wireless litigation has been stayed pending the completion of the claim construction process in the Alltel litigation.

          Wibiki. During 2005, our technology resources and experience in wireless broadband enabled us to conceive a new software-based Wibiki initiative to leverage existing Wi-Fi infrastructures to reduce cost and complexity that is now available at www.gobiki.com. The business premise for Wibiki is an advertising platform we call Adbiki/Adchooser. On September 21, 2007, Wibiki launched a new beta service to transform web ads into a usable space by Wibiki members for sharing web content with their friends. We continue to evolve the Wibiki platform beyond its original wireless focus. Adbiki is versatile, can scale to a large user base and is the underpinning for the NetfreeUS proposed service described below.

          NetfreeUs. In March 2007, NetfreeUs, a new wholly-owned subsidiary, asked the FCC for authority to manage a new nationwide Wireless Public Broadband (WPB) network in the 2155-2175 MHz frequency band. NetfreeUS’ Wireless Public Broadband (“WPB”) service will never charge monthly fees. NetfreeUS will coordinate third-party lessees who would own and operate wireless access points (“WAPs”) with no lessee authorized to operate more than 50 WAPs. WPB will promote localism and the provision of advertising and public service messages targeted to local interests and communities, as well as local business and economic development, through ubiquitous coverage provided by small-footprint networks. On August 31, 2007, the FCC issued an Order that dismissed without prejudice the application filed by NetfreeUS and other applicants to provide wireless service. NetfreeUS has filed a Petition for Partial Reconsideration with the FCC requesting a grant of its application and petition for forbearance and has also filed a Notice to Intervene in an action filed by another applicant in the United States Court of Appeals for the District of Columbia.The later filing was granted and we are now a party to this proceeding.

          Local Multipoint Distribution Service (LMDS) license. We have an FCC commercial operating license, awarded to us in recognition of our efforts in developing and deploying LMDS technology and for spearheading its regulatory approval at the FCC, which covers 150 MHz of spectrum in the New York City area. Under FCC authorization, the license includes an additional 150 MHz of spectrum until the first Ka band satellite is launched, an event which is not currently determinable. The license provides that the spectrum may be used for a wide variety of fixed wireless purposes, including wireless local loop telephony, high-speed Internet access and two-way teleconferencing.

          The license has been renewed through February 1, 2016 conditioned upon demonstrating to the FCC by March 27, 2007 that we are providing “substantial service.” On March 7, 2007, we filed a notification that we are providing “substantial service” in accordance with FCC standards. On March 27, 2007, out of an abundance of caution, we requested a contingent waiver and an extension of time until March 27, 2010 to demonstrate “substantial service,” to the extent our earlier demonstration is not deemed compliant with FCC standards. On July 31, 2007, we were informed by the FCC that we had not demonstrated that we were providing “substantial service” on the required date and were granted a waiver to extend the construction and substantial service deadline under the Company’s FCC license renewal to October 6, 2008. In January 2008, we filed a waiver request with the FCC for a limited extension of the deadline for “substantial service” consistent with that filed by the LMDS Coalition, a consortium of license holders and equipment vendors.

4



          We will not commence a full marketing effort using our LMDS technology until new LMDS equipment becomes commercially available with cost and performance that allow implementation of an economically viable business model. We cannot determine when this will occur and this equipment may never be available to us on this basis.

          Other. We have invested a portion of our assets in a portfolio of marketable securities consisting of publicly traded equity securities. We have also invested a portion of our assets in equity and debt instruments of non-publicly held companies. We have in the past and may in the future sell publicly traded equity securities we do not own in anticipation of declines in the fair market values of these securities.

          We have generated operating losses and negative operating cash flows since our inception and expect to continue to do so in the near future.

One-for-four Reverse Stock Split in December 2007

          At our annual meeting of stockholders held on November 20, 2007, we received stockholder approval of a proposal authorizing our Board of Directors, in its discretion, to implement a reverse split of our issued and outstanding shares, as well as treasury shares, at a ratio not to exceed one-for-six. Thereafter, the Board of Directors approved the one-for-four ratio. The one-for-four reverse split took effect with the open of trading on December 3, 2007. The exercise price and the number of shares of common stock issuable under the Company’s outstanding stock options have been proportionately adjusted to reflect the reverse stock split.

          We have retroactively adjusted all share and per share information to reflect the reverse stock split in the consolidated financial statements and notes thereto, as well as throughout the rest of this Form 10-K for all periods presented.

Competition

          Many of our present and potential competitors have longer operating histories and significantly greater financial, technical, marketing and other resources than we do and therefore may be able to respond more quickly than we can to new or changing opportunities, technologies, standards and customer requirements.

Intellectual Property

          To protect our proprietary rights, we rely on a combination of copyright and trademark laws, trade secrets, confidentiality agreements with employees and third parties and protective contractual provisions. All of our employees have executed confidentiality and nonuse agreements that transfer any rights they may have in copyrightable works or patentable technologies to us.

          We have applied for registration of our service marks and trademarks in the United States and in other countries. We may not be successful in obtaining the service marks and trademarks for which we have applied. To the extent we consider it necessary, we may file patents to protect our technology. Patents with respect to our technology may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties.

          Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our products or services or obtain and use information that we regard as proprietary. The laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States. In addition, others could possibly independently develop substantially equivalent intellectual property. If we do not effectively protect our intellectual property, our business could suffer. Companies have frequently resorted to litigation regarding intellectual property rights. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of other parties’ proprietary rights.

          We have filed complaints and are currently litigating certain patent infringement claims. See Item 3. Legal Proceedings.

Government Regulation

          In general, we are not currently subject to direct federal, state or local government regulation, other than regulations that apply to businesses generally. However, the grant, renewal and administration of spectrum licenses is regulated by the Federal Communications Commission. See ‘Business Activities, Local Multipoint Distribution Service (LMDS) license’ for additional information on our “substantial service” demonstration and our contingent request for waiver or extension of the “substantial service” deadline. A failure by the FCC to conclude that we have demonstrated “substantial service” or to extend the deadline for demonstrating “substantial service” could have an adverse effect on the Company.

          In addition, medical devices such as ours are subject to strict regulation by state and federal authorities, including the Food and Drug Administration and comparable authorities in certain states.

5



Employees

          As of March 15, 2008, we had approximately 22 full time employees. We also rely on a number of consultants. None of our employees are represented by a collective bargaining agreement. We believe that we have a good relationship with our employees.

Where You Can Find More Information

          We file annual and quarterly reports, proxy statements and other information with the Securities and Exchange Commission, and we have an Internet website address at www.speedus.com. We make available free of charge on our internet website address our annual and quarterly reports and proxy statements filed pursuant to Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the SEC. You may also read and copy any document we file at the Securities and Exchange Commission’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-732-0330 for further information on the operation of such public reference room. You also can request copies of such documents, upon payment of a duplicating fee, by writing to the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or obtain copies of such documents from the Securities and Exchange Commission’s website at www.sec.gov.

ITEM 1A. RISK FACTORS

Risks related to our business generally

Although we have been a public company since February 1996, we have reoriented our business several times and our current business has not generated any significant revenues to date.

          At the time of our initial public offering, our business was primarily a subscription television service. In November 1998, we terminated the subscription television business and began a limited pilot program for the delivery of high-speed Internet access. We encountered technical difficulties in this pilot program and reoriented our business on wireless data and other services. We have not yet generated any significant revenue from these businesses.

We have recorded operating losses in each reporting period since our inception and may never be profitable.

          We have recorded operating losses and negative operating cash flows in all reporting periods since inception and, at December 31, 2007, had an accumulated deficit of approximately $73.9 million. We believe that we have sufficient liquidity to finance our current level of operations through the 2008 fiscal year. However, we do not expect to have earnings from operations, exclusive of non-cash charges, until such time as we substantially increase our customer base and/or form a strategic alliance for use of our capabilities in the future.

Our existing operations and infrastructure may not be adequate to manage the growth necessary for successful implementation of our business plan.

          Successful implementation of our business plan will require the management of growth. Our existing operations and infrastructure may not be adequate to manage such growth, and any steps taken to improve such systems and controls may not be sufficient. Our future success will depend in part upon attracting and retaining the services of current management and technical personnel. We also may not be successful in attracting, assimilating and retaining new personnel in the future as future growth takes place. We do not maintain “key person” life insurance policies on any of our key personnel.

Shant S. Hovnanian, Vahak S. Hovnanian and trusts controlled by members of the Hovnanian family, who in the aggregate own approximately 41% of our Common Stock, may have the power acting together to control the direction and future operations of our company.

          Shant S. Hovnanian, Vahak S. Hovnanian and trusts controlled by members of the Hovnanian family in the aggregate own approximately 41% of our outstanding Common Stock at December 31, 2007. As a result, acting together they may have the power to elect all of the members of our Board of Directors, amend our certificate of incorporation and by-laws and control the direction and future operations of our Company, in each case without the approval of any of our other stockholders.

Our stock price has historically been volatile, which may make it more difficult for you to resell shares when you want at prices you find attractive.

          The trading price of our Common Stock has been and may continue to be subject to wide fluctuations. During 2007, 2006 and 2005, the high and low sale prices of our Common Stock on the Nasdaq Stock Market ranged from $5.96 to $1.40, $8.20 to $4.10 and $11.70 to $4.24, respectively. The closing sale price of our Common Stock was $1.26 on March 15, 2008. Our stock price may fluctuate in response to a number of events and factors, such as quarterly variations in operating results, announcements of technological innovations or new products and media properties by us or our competitors, the operating and stock price performance of other companies that investors may deem comparable, and

6



news reports relating to trends in our markets.

          On several occasions prior to 2007, we were not in compliance with Marketplace Rules, which require listed companies to maintain a closing bid price equal to or greater than $1.00. In all such cases, we subsequently received notice from the Nasdaq Stock Market that we had regained compliance with Marketplace Rules and the matter was closed.

          On June 19, 2007, we received a letter from the Nasdaq Stock Market informing us that we had 180 days, or until December 17, 2007, to regain compliance with Marketplace Rule 4310(c)(4), which requires us to maintain a minimum closing bid price of $1.00 per share. For the 30 consecutive business days prior to June 19, 2007, the bid price of the Company’s common stock closed below $1.00 per share. If at any time before December 17, 2007 the closing bid price of our common stock was $1.00 or more per share for a minimum of 10 consecutive business days, we will have complied with the minimum bid requirement. At our annual meeting of stockholders held on November 20, 2007, we received stockholder approval of a proposal authorizing our Board of Directors, in its discretion, to implement a reverse split of our issued and outstanding shares, as well as treasury shares, at a ratio not to exceed one-for-six. Thereafter, the Board of Directors approved the one-for-four ratio. The one-for-four reverse split took effect with the open of trading on December 3, 2007. On December 17, 2007, we received notice from the Nasdaq Stock Market that we had regained compliance with Marketplace Rule 4310(c)(4) and the matter was closed.

          If our Common Stock were delisted from Nasdaq, trading in our Common Stock would have to be conducted on the OTC Bulletin Board or in the non-Nasdaq over-the-counter market, also referred to as the “pink sheets”. If that were to occur, liquidity for our Common Stock could be significantly decreased which could reduce the trading price and increase the transaction costs of trading shares of our Common Stock.

Sales of shares of Common Stock by Shant S. Hovnanian and Vahak S. Hovnanian could adversely affect the market price of the Common Stock.

          Future sales of shares of Common Stock, or the availability of shares of Common Stock for future sale, may adversely impact the market price of the Common Stock prevailing from time to time. Sales of substantial amounts of our Common Stock, or the perception that such sales could occur, could adversely affect the prevailing market price of the Common Stock.

          Shares of Common Stock held by Shant S. Hovnanian and Vahak S. Hovnanian have been held by each of them for the requisite holding periods under Rule 144 under the Securities Act and may be sold in accordance with volume restrictions.

Risks related to certain short-term investments

Securities that we invest in are subject to market price risks.

          As part of our overall investment strategy, we invest in publicly traded equity securities. We purchase these securities in anticipation of increases in the fair market values of the securities.

          We have also invested in equity and debt instruments of non-publicly held companies and account for them under the cost method since we do not have the ability to exercise significant influence over operations. We monitor these investments for other than temporary impairment by considering current factors including economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, and record reductions in carrying values when necessary.

          We have in the past and may in the future sell publicly traded equity securities that we do not own in anticipation of declines in the fair market values of the securities. When we sell securities that we do not own, we must borrow the securities we sold in order to deliver them and settle the trades. Thereafter, we must buy the securities and deliver them to the lender of the securities. Our potential for loss on these transactions is unlimited since the value of the underlying security can keep increasing which could have a material adverse effect on the Company’s consolidated financial statements.

The Company is seeking to eliminate the risk that it could be deemed to be an investment company.

          The Company has substantial liquidity. Although a portion of the Company’s cash is invested in securities, the Company is pursuing an acquisition strategy that will, if successfully executed, eliminate any risk of it being deemed to be an investment company.

          Generally, a company must register under the Investment Company Act of 1940 and comply with significant restrictions on operations and transactions with affiliates if its investment securities exceed 40% of the company’s total assets, or if it holds itself out as being primarily engaged in the business of investing, owning or holding securities. If it is deemed to be an investment company, it might need to dispose of or acquire investments in order to avoid investment company status.

7



Risks related to investments in other companies

Ability to successfully identify investment opportunities

          We will face substantial competition in identifying and closing appropriate investment opportunities from, among others, venture capital firms, large corporate investors and other publicly traded companies. These competitors may limit our opportunity to acquire interests in new partner companies. In addition, we may be unable to acquire interests in appropriate companies for other reasons, including the inability to agree on terms, such as price and ownership percentages, incompatibility between us and management and access to sufficient funding. Our growth will be materially adversely affected if we cannot successfully identify investments in a sufficient number of companies.

The value of our business may fluctuate because of companies that we may invest in.

          The value of our business may fluctuate because of companies that we may invest in. These companies may be development stage or privately held companies for which no public market exists for their stock. The valuations of our investments in privately held companies that we may invest in are indeterminate prior to their public offerings, and there can be no assurance that these offerings will occur since they will be dependent upon the development of these businesses, market conditions and other conditions over which we may have no control.

Capital and management resources

          There will be a number of special issues that we will have to address for investment in start-up companies, including: the diversion of management attention in connection with both negotiating and overseeing these transactions; the potential issuance of additional shares of our Common Stock in connection with these transactions, which could dilute the rights of existing shareholders, and the need to incur additional debt in connection with these transactions. In addition, many, if not all, of these start-up companies will face the same, or similar, risks as we face in our own business.

Managing growth

          Successful implementation of our business plan will require the management of growth. We cannot assure you that our existing operations and infrastructure will be adequate to manage such growth, or that any steps taken to improve such systems and controls will be sufficient. Our future success will depend in part upon attracting and retaining the services of current management and technical personnel. We cannot assure you that we will be successful in attracting, assimilating and retaining new personnel in the future as future growth takes place.

Risks related to medical device companies

Risks related to government regulation and future regulatory requirements

          Medical devices such as ours are subject to strict regulation by state and federal authorities, including the Food and Drug Administration and comparable authorities in certain states.

          Manufacturers of medical devices are required to comply with very specific rules and regulations concerning the testing, manufacturing, packaging, labeling and marketing of medical devices. Failure to comply with applicable regulatory requirements could result in, among other things, civil and criminal fines, product recalls, detentions, seizures, injunctions and criminal prosecutions.

          In addition, these regulations are subject to future change. We cannot predict what material impact, if any, these changes might have on our business. Future changes in regulations or enforcement policies could impose more stringent requirements on us, compliance with which could adversely affect our business.

Potential product recalls

          In the event that any of our products prove to be defective, we could voluntarily recall, or the FDA could require us to redesign or implement a recall of, any defective product. There is a possibility that we may recall products in the future and that future recalls could result in significant costs to us and in significant negative publicity which could harm our ability to market our products in the future.

We could be exposed to significant liability claims.

          We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.

          The testing, manufacture, marketing and sale of medical devices involve the inherent risk of liability claims. A successful product liability claim could affect or prevent commercialization of our medical devices, or cause a significant

8



financial burden on us, or both, and could have a material adverse effect on our business, financial condition, and ability to market our medical devices.

Health care providers may not be able to obtain adequate levels of third-party reimbursement.

          The success of our product may depend on the ability of health care providers to obtain adequate levels of third-party reimbursement. The amount of reimbursement available may vary. The cost of medical care is funded, in substantial part, by government insurance programs, such as Medicare and Medicaid, and private and corporate health insurance plans. Third-party payers may deny reimbursement at adequate levels if they determine that a prescribed device or diagnostic procedure is not used in accordance with cost-effective treatment methods as determined by the payer, or is experimental, unnecessary or inappropriate. The inadequacy of the reimbursement may have a material adverse effect on our business.

The medical device industry is characterized by rapid technological changes and advances.

          Although the Company believes that its products are technologically current, the development of new technologies or refinements of existing ones by the Company’s competitors could at any time make the Company’s existing products technologically or economically obsolete. Although the Company is not aware of any pending technological developments that would be likely to materially and adversely affect its business or financial position, there can be no assurance that such developments will not occur at any time.

We may rely on third parties to support the manufacture or commercialization of our products.

          We may rely on third parties, and possibly single third parties, to manufacture or commercialize our products. Third parties may not perform their obligations as expected. The amount and timing of resources that third parties devote to manufacturing or commercializing our product may not be within our control. The third party on which we rely to commercialize our products may not be able to recruit and retain skilled sales representatives.

          Furthermore, our interests may differ from those of the third party that manufacture or commercializes our products. Disagreements that may arise with the third party could limit the manufacture or commercialization of our products, or result in litigation or arbitration, which would be time-consuming, distracting and expensive. If the third party that supports the manufacture or commercialization of our products breaches or terminates its agreement with us, or fails to conduct its activities in a timely manner, such breach, termination or failure could result in the disruption of our business and could have a material adverse effect on our results of operations.

Risks related to our high-speed Internet access service

We may be unable to solve ongoing technical difficulties in our deployment and equipment for our high-speed Internet access service is not, and may never be, available at a cost and with performance levels that allow for commercial implementation on an economically attractive basis.

          Our super high-speed Internet service utilizes a new technology that has a limited operating history and that remains subject to further development and refinement.

          The equipment necessary to provide our high-speed Internet access service is not currently manufactured on a scale and at a cost suitable for the commercialization of our service. Such equipment may never become available at a cost and with performance levels that allow for commercial implementation on an economically attractive basis.

Many financially stronger competitors with broader market coverage are offering high-speed Internet access.

          The market for Internet access and related services is highly competitive. We expect local, regional and national Internet service providers to be competitors for our super high-speed Internet access service. Telephone companies with digital subscriber line technology, which increases the effective capacity of existing copper telephone cables, are among other competitors. Also, cable operators with high-speed cable modems are among the other communications companies also providing high-speed Internet access. Many of the competing Internet service providers have, or can be expected to have, greater financial, marketing and other resources than us. We may not be able to compete successfully with these entities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

          None.

ITEM 2. PROPERTIES

9



          All of our properties are leased space. Information on our major locations at December 31, 2007 is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Square

 

Lease

 

Renewal

 

 

 

Location

 

Use

 

footage

 

expiration

 

options

 

 

 


 


 


 


 


 

 

 

New York, NY

 

Executive and administrative

 

2,500

 

 

2007

 

 

None

 

 

 

 

New York, NY

 

F&B restaurant

 

1,300

 

 

2009

 

 

None

 

 

 

 

New York, NY

 

F&B restaurant

 

1,500

 

 

2014

 

 

None

 

 

 

 

New York, NY

 

Other

 

3,000

 

 

2008

 

 

None

 

 

 

 

Princeton, NJ

 

Administrative and research

 

2,500

 

 

2009

 

 

None

 

 

 

 

Stamford, CT

 

Administrative

 

850

 

 

2009

 

 

None

 

 

 

ITEM 3. LEGAL PROCEEDINGS

               On May 11, 2006, we filed two separate complaints against Cellco Partnership (d/b/a Verizon Wireless) in United States District Court in the Southern District of Florida, in which we assert that Verizon Wireless is infringing two patents. Verizon Wireless is a joint venture of Verizon Communications Inc. and Vodafone Group PLC. In May 2007, we reached a mutual agreement with Verizon Wireless leading to the dismissal of the two separate complaints that we filed against Verizon Wireless. No financial consideration was paid or received by either party.

               On June 2, 2006, we filed two separate complaints against Alltel Corp. in United States District Court in the Southern District of Florida, in which we assert that Alltel is infringing two patents. In an amended complaint, we asserted claims for infringement against Alltel Communications, Inc. and Alltel Wireless Holdings, Inc., in addition to Alltel Corp. In April  2007, the case was transferred to United States District Court for the Eastern District of Arkansas. In November 2007, one of the complaints was dismissed with prejudice. A claim interpretation hearing was held on February 22, 2008, however, no order has been entered interpreting the claim at issue. The Court has set the matter for trial during the two-week period commencing on July 18, 2008. A separate lawsuit was commenced in October 2006 against All Wireless, LLC, a Florida company, in United States District Court in the Middle District of Florida, alleging infringement. The All Wireless litigation has been stayed pending the completion of the claim construction process in the Alltel litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               At its Annual Meeting of shareholders held on December 20, 2007, the Company submitted the following matters to a vote of its shareholders, all of which were approved:

               1. Election of Directors:

 

 

 

 

 

 

 

 

 

 

 

Name of Director

 

Votes For

 

Votes Withheld

 

 

 


 


 


 

 

 

Shant S. Hovnanian

 

 

3,224,742

 

96,474

 

 

 

 

Vahak S. Hovnanian

 

 

3,168,625

 

152,591

 

 

 

 

William F. Leimkuhler

 

 

3,235,537

 

85,679

 

 

 

 

Jeffrey Najarian

 

 

3,235,417

 

85,799

 

 

 

 

Christopher Vizas

 

 

3,235,417

 

85,799

 

 

 

               2. Appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company:

 

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

 


 


 


 

 

3,294,197

 

13,882

 

 

13,137

 

 

               3. Amendment to the Certificate of Incorporation, as amended, of the Company to enable the Company to implement a reverse stock split of all the issued and outstanding shares, as well as treasury shares, of the Company’s Common Stock at a ratio not to exceed one-for-six:

 

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

 


 


 


 

 

2,931,211

 

386,575

 

 

3,430

 

 

10



PART II

 

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

               Our Common Stock is listed for quotation on the Nasdaq Capital Market and trades under the symbol “SPDE.” The following table sets forth high and low trade prices for the Common Stock for the fiscal quarters indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High Sale

 

Low Sale

 

 

 

 

 


 


 

 

 

2007

 

 

 

 

 

 

 

 

 

First quarter

 

 

$

5.960

 

 

 

$

4.600

 

 

 

 

Second quarter

 

 

 

5.040

 

 

 

 

2.400

 

 

 

 

Third quarter

 

 

 

3.520

 

 

 

 

1.920

 

 

 

 

Fourth quarter

 

 

 

3.920

 

 

 

 

1.400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

 

$

6.720

 

 

 

$

4.600

 

 

 

 

Second quarter

 

 

 

7.040

 

 

 

 

4.400

 

 

 

 

Third quarter

 

 

 

5.480

 

 

 

 

4.080

 

 

 

 

Fourth quarter

 

 

 

8.200

 

 

 

 

4.280

 

 

 

          At our annual meeting of stockholders held on November 20, 2007, we received stockholder approval of a proposal authorizing our Board of Directors, in its discretion, to implement a reverse split of our issued and outstanding shares, as well as treasury shares, at a ratio not to exceed one-for-six. Thereafter, the Board of Directors approved the one-for-four ratio. The one-for-four reverse split took effect with the open of trading on December 3, 2007. The exercise price and the number of shares of common stock issuable under the Company’s outstanding stock options have been proportionately adjusted to reflect the reverse stock split.

          On March 15, 2008, the closing trade price of our Common Stock was $1.26 per share. As of December 31, 2007, there were approximately 200 registered shareholders and, to the best of our belief, approximately 3,000 beneficial owners of our Common Stock. During the year ended December 31, 2007, we did not make any sales of securities that were not registered under the Securities Act of 1933, as amended.

          We have never declared or paid any cash dividends on our Common Stock and do not intend to declare or pay cash dividends on the Common Stock at any time in the foreseeable future. Future earnings, if any, will be used for the expansion of our business.

Issuer Purchases of Equity Securities

          There were no repurchases by the Company of its own equity securities during the fourth quarter of 2007.

11



Equity Compensation Plans

          The following table sets forth certain information as of December 31, 2007 for all compensation plans, including individual compensation arrangements, under which equity securities of the Company are authorized for issuance:

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

 

securities to be

 

Weighted

 

 

 

 

 

 

issued upon

 

average exercise

 

 

 

 

 

 

exercise of

 

price of

 

Number of

 

 

 

 

outstanding

 

outstanding

 

securities

 

 

 

 

options,

 

options,

 

remaining

 

 

 

 

warrants and

 

warrants and

 

available for

 

 

Plan category

 

rights

 

rights

 

further issuance

 

 








 

 

Equity compensation plans approved by security holders

 

550,938

 

$

7.84

 

173,019

 

 

Equity compensation plans not approved by security holders

 

 

 

 

 

 

 

 

 








 

 

Total

 

550,938

 

$

7.84

 

173,019

 

 








 

Performance graph

          The following graph compares the cumulative return on the Company’s Common Stock for the last five years with the Total Return Index for both The Nasdaq Stock Market US (“Nasdaq US”) and Nasdaq Non-Financial Stocks (the “Peer Group”), as prepared for Nasdaq by the Center for Research in Security Prices at the University of Chicago.

          The performance graph assumes (i) $100 was invested on December 31, 2002 and (ii) reinvestment of dividends. Each measurement point on the graph below represents the cumulative stockholder return as measured by the last sale price at the end of each annual period from 2003 through 2007.

(LINE GRAPH)

12



ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data below should be read in conjunction with”Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements of the Company and Notes thereto included elsewhere in this Form 10-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 


 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

 

 


 


 


 


 


 

 

 

 

(in thousands, except per share data)

 

 

Statement of Operations Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

733

 

$

846

 

$

1,038

 

$

917

 

$

711

 

Total operating expenses

 

 

6,004

 

 

7,062

 

 

6,934

 

 

10,778

 

 

7,581

 

 

 



 



 



 



 



 

Operating loss

 

 

(5,271

)

 

(6,216

)

 

(5,896

)

 

(9,861

)

 

(6,870

)

Investment income/(loss)

 

 

853

 

 

601

 

 

(52

)

 

419

 

 

(4,520

)

Minority interest

 

 

 

 

 

 

159

 

 

508

 

 

779

 

Equity in loss of associated company

 

 

 

 

 

 

 

 

 

 

(93

)

Settlement of litigation

 

 

 

 

 

 

 

 

15,000

 

 

 

Benefit from/(provision for) taxes

 

 

 

 

 

 

322

 

 

(62

)

 

 

 

 



 



 



 



 



 

Net earnings/(loss)

 

$

(4,418

)

$

(5,615

)

$

(5,467

)

$

6,004

 

$

(10,704

)

 

 



 



 



 



 



 

Per Common Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings/(loss)

 

$

(1.11

)

$

(1.40

)

$

(1.35

)

$

1.48

 

$

(2.60

)

Weighted average outstanding

 

 

3,992,044

 

 

4,012,927

 

 

4,045,552

 

 

4,061,320

 

 

4,124,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings/(loss)

 

$

(1.11

)

$

(1.40

)

$

(1.35

)

$

1.43

 

$

(2.60

)

Weighted average outstanding

 

 

3,992,044

 

 

4,012,927

 

 

4,045,552

 

 

4,199,825

 

 

4,124,567

 

 

 

 

December 31,

 

 

 


 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

 

 


 


 


 


 


 

 

 

 

 

 

(in thousands)

 

 

 

 

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,845

 

$

10,204

 

$

18,563

 

$

17,741

 

$

19,419

 

United States Treasury bills

 

 

2,997

 

 

4,990

 

 

 

 

5,977

 

 

 

Working capital

 

 

10,919

 

 

14,658

 

 

18,635

 

 

23,329

 

 

17,774

 

Net property and equipment

 

 

51

 

 

528

 

 

426

 

 

610

 

 

420

 

Net other intangible assets

 

 

 

 

34

 

 

623

 

 

1,418

 

 

2,042

 

Net goodwill

 

 

 

 

 

 

 

 

 

 

621

 

Total assets

 

 

13,290

 

 

17,136

 

 

22,460

 

 

28,682

 

 

28,510

 

Minority interest

 

 

 

 

 

 

 

 

159

 

 

531

 

Total liabilities

 

 

1,437

 

 

1,034

 

 

1,285

 

 

1,673

 

 

6,990

 

Total equity

 

 

11,852

 

 

16,102

 

 

21,176

 

 

26,850

 

 

20,989

 

13



ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operations

          Speedus Corp. is a holding company that owns significant equity interests in diverse businesses. We seek business opportunities across all industries for potential transactions and relationships in which we can apply our current resources and management strengths. The companies that we target, either public or privately held, will be seeking growth or restructuring capital to pursue near term business objectives in demonstrated markets. We will continue to pursue opportunities involving our expertise in the medical device and wireless markets, as well as those areas involving our broadband assets as attractive opportunities present themselves.

          We have co-invested with Siemens Corporate Research, Inc., a subsidiary of Siemens Corporation, in Zargis Medical Corp. to develop advanced diagnostic decision support products and services for primary care physicians, pediatricians, cardiologists and other healthcare professionals. Zargis Acoustic Cardioscan® (Cardioscan®), Zargis’ core product, is the first and only FDA-authorized computer-assisted medical device designed to support physicians in analyzing heart sounds for the identification of suspected systolic and diastolic murmurs—which are a potential sign of heart disease. We own 90% of F&B Güdtfood Holding Corp., the creator and operator of the original Eurocentric “chic and quick” café, which is operating two stores in Manhattan. In 2005, we conceived Wibiki, a new software-based wireless network that leverages existing Wi-Fi infrastructures to reduce cost, complexity and risk for users when accessing the Internet wirelessly. Wibiki’s business model will employ a user opt-in advertising service we call AdChooser to generate revenues that keep Wibiki services free to users. We own a portfolio of patents that allow for high-speed wireless communications. We also own fixed wireless spectrum in the New York City metropolitan area that we may commercialize in the future to support high-speed, or broadband, Internet access service. For additional information on each of our business segments, see the discussions below and “Notes to Consolidated Financial Statements — Note 8, Business Segment Information.”

           Zargis Medical Corp. In January 2001, we co-invested with Siemens Corporate Research, Inc., a subsidiary of Siemens Corporation, in Zargis Medical Corp. to develop non-invasive, diagnostic support solutions that automatically analyze acoustical data from a patient to determine physiologically significant features useful in medical diagnosis. The development of Zargis’ patented technology is a pioneering effort in medicine which uses advanced signal processing algorithms deployed on standard computer platforms. The first Zargis device, Cardioscan, received its initial FDA authorization in May 2004 and additional authorizations in September 2005 and March 2006. Cardioscan is currently being tested by a small group of physicians during general medical examinations and physicals to help detect and analyze suspected heart murmurs which could be a sign of valvular and congenital heart disease. Zargis is currently researching, and conducting trials on, additional noninvasive diagnostic support tools that process acoustical data from the body in order to provide an accurate and intelligible assessment of a patient’s health. These assessments may be used by physicians and other healthcare providers to assist in the early identification or monitoring of heart, lung, vascular and other conditions and to provide better patient treatment.

          Major next steps remaining for Zargis include continuing market trials and clinical trials for new applications of the Zargis technology and the formation of strategic partnerships designed to support product commercialization.

          In February 2003, we acquired a controlling interest in Zargis Medical. At December 31, 2007, as a result of continued investment, our ownership interest was approximately 81%.

          In October 2007, Zargis and the 3M Company entered into an exclusive multi-year marketing alliance involving Zargis’ heart sound analysis software and 3M Littmann’s next-generation electronic stethoscope. Under the agreement, Zargis will support 3M in its efforts to develop a next-generation stethoscope that will be compatible with Zargis’ heart sound analysis software. In addition, the alliance provides Zargis with a wide-range of marketing and promotional opportunities along with exclusive rights to sell its heart sound analysis software through the global distribution network of the Littmann brand. The agreement grants 3M a 10% minority equity position in Zargis, 5% following the first sale of Zargis’ software through the 3M distribution channel and 5% in the event the agreement is renewed after an initial two year term and certain other conditions are met, and a seat on Zargis’ board of directors.

           F&B Güdtfood. We own 90% of F&B Güdtfood, the creator and operator of the original Eurocentric “chic and quick” café, which is operating one store in Manhattan. The acquisition price was $3,500,000 in May 2002. In February 2003, we reduced our cash investment in F&B Güdtfood and received $1,775,000 while maintaining our original 51% interest. In December 2003, as a result of renegotiation, our interest increased to 80% without an additional investment. As a result of certain milestones not having been met, in 2005 our interest increased to 90%. We have also entered into a management services contract with F&B Güdtfood that will result in direct revenues to us although these revenues will be eliminated on our consolidated financial statements.

14



          Broadband Patents. We have accumulated a portfolio of patents that teach and cover the improvement of high-speed wireless communication systems to allow greater information content, reliability, clarity, more efficient use of licensed spectrum as compared to prior systems and other advances. We have 6 domestic patents with expiration dates ranging from 2007 through 2017, with approximately 46 international counterparts in 28 countries. We also have 4 domestic patents pending and 14 patents pending in an additional 3 countries. Certain wireless communications systems may employ a number of different combinations of our patented technology to maximize operational and spectrum efficiency. While we believe that there is great value in our patented technologies, it is a lengthy and expensive process to investigate and pursue licensing/patent infringement cases. We are evaluating a strategy for the utilization of these patents in the future, which may include pursuit of licensing or development of other strategic opportunities with users of the underlying technology. We have licensed technology in the past, both domestically and internationally, but are not currently receiving any license fees.

          On May 11, 2006, we filed two separate complaints against Cellco Partnership (d/b/a Verizon Wireless) in United States District Court in the Southern District of Florida, in which we assert that Verizon Wireless is infringing two patents. Verizon Wireless is a joint venture of Verizon Communications Inc. and Vodafone Group PLC. In May 2007, we reached a mutual agreement with Verizon Wireless leading to the dismissal of the two separate complaints that we filed against Verizon Wireless. No financial consideration was paid or received by either party.

          On June 2, 2006, we filed two separate complaints against Alltel Corp. in United States District Court in the Southern District of Florida, in which we assert that Alltel is infringing two patents. In an amended complaint, we asserted claims for infringement against Alltel Communications, Inc. and Alltel Wireless Holdings, Inc., in addition to Alltel Corp. In  April  2007, the case was transferred to United States District Court for the Eastern District of Arkansas. In November  2007, one of the complaints was dismissed with prejudice. A claim interpretation hearing was held on February 22, 2008, however, no order has been entered interpreting the claim at issue. The Court has set the matter for trial during the two-week period commencing on July 18, 2008. A separate lawsuit was commenced in October 2006 against All Wireless, LLC, a Florida company, in United States District Court in the Middle District of Florida, alleging infringement. The All Wireless litigation has been stayed pending the completion of the claim construction process in the Alltel litigation.

          Wibiki. During 2005, our technology resources and experience in wireless broadband enabled us to conceive a new software-based Wibiki initiative to leverage existing Wi-Fi infrastructures to reduce cost and complexity that is now available at www.gobiki.com. The business premise for Wibiki is an advertising platform we call Adbiki/Adchooser. On September 21, 2007, Wibiki launched a new beta service to transform web ads into a usable space by Wibiki members for sharing web content with their friends. We continue to evolve the Wibiki platform beyond its original wireless focus. Adbiki is versatile, can scale to a large user base and is the underpinning for the NetfreeUS proposed service described below.

           NetfreeUs. In March 2007, NetfreeUs, a new wholly-owned subsidiary, asked the FCC for authority to manage a new nationwide Wireless Public Broadband (WPB) network in the 2155-2175 MHz frequency band. NetfreeUS’ Wireless Public Broadband (“WPB”) service will never charge monthly fees. NetfreeUS will coordinate third-party lessees who would own and operate wireless access points (“WAPs”) with no lessee authorized to operate more than 50 WAPs. WPB will promote localism and the provision of advertising and public service messages targeted to local interests and communities, as well as local business and economic development, through ubiquitous coverage provided by small-footprint networks. On August 31, 2007, the FCC issued an Order that dismissed without prejudice the application filed by NetfreeUS and other applicants to provide wireless service. NetfreeUS has filed a Petition for Partial Reconsideration with the FCC requesting a grant of its application and petition for forbearance and has also filed a Notice to Intervene in an action filed by another applicant in the United States Court of Appeals for the District of Columbia. The latter filing was granted and we are now a party to this proceeding.

          Local Multipoint Distribution Service (LMDS) license. We have an FCC commercial operating license, awarded to us in recognition of our efforts in developing and deploying LMDS technology and for spearheading its regulatory approval at the FCC, which covers 150 MHz of spectrum in the New York City area. Under FCC authorization, the license includes an additional 150 MHz of spectrum until the first Ka band satellite is launched, an event which is not currently determinable. The license provides that the spectrum may be used for a wide variety of fixed wireless purposes, including wireless local loop telephony, high-speed Internet access and two-way teleconferencing.

          The license has been renewed through February 1, 2016 conditioned upon demonstrating to the FCC by March 27, 2007 that we are providing “substantial service.” On March 7, 2007, we filed a notification that we are providing “substantial service” in accordance with FCC standards. On March 27, 2007, out of an abundance of caution, we requested a contingent waiver and an extension of time until March 27, 2010 to demonstrate “substantial service,” to the extent our earlier demonstration is not deemed compliant with FCC standards. On July 31, 2007, we were informed by the FCC that we had not demonstrated that we were providing “substantial service” on the required date and were granted a waiver to extend the construction and substantial service deadline under the Company’s FCC license renewal to October 6, 2008. In January 2008, we filed a waiver request with the FCC for a limited extension of the deadline for “substantial service” consistent with that filed by the LMDS Coalition, a consortium of license holders and equipment vendors.

15



          We will not commence a full marketing effort using our LMDS technology until new LMDS equipment becomes commercially available with cost and performance that allow implementation of an economically viable business model. We cannot determine when this will occur and this equipment may never be available to us on this basis.

          Other. We have invested a portion of our assets in a portfolio of marketable securities consisting of publicly traded equity securities. We have also invested a portion of our assets in equity and debt instruments of non-publicly held companies. We have in the past and may in the future sell publicly traded equity securities we do not own in anticipation of declines in the fair market values of these securities.

          We have generated operating losses and negative operating cash flows since our inception and expect to continue to do so in the near future.

Critical Accounting Policies

          Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. The preparation of those financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of operating revenues and expenses during the reporting periods. Actual results could differ from those estimates. For a description of all of our accounting policies, see Note 2 to our consolidated financial statements included in this Form 10-K. However, we believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

          Financial instruments. Our financial instruments consist primarily of cash equivalents, United States treasury bills and marketable securities and may include securities sold and not purchased. The carrying value of cash equivalents approximates market value since these highly liquid, interest earning investments are invested in money market funds. Marketable securities consist of publicly traded equity securities classified as trading securities and are recorded at fair market value, i.e., closing prices quoted on established securities markets. Securities sold and not repurchased are also carried at the fair market value of the securities. Significant changes in the market value of securities that we invest in could have a material impact on our financial position and results of operations.

          We have also invested in equity and debt instruments of non-publicly held companies and account for them under the cost method since we do not have the ability to exercise significant influence over operations. We monitor these investments for other than temporary impairment by considering current factors including economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, and record reductions in carrying values when necessary.

           Long-lived assets. Long-lived assets, including fixed assets and other intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable through estimated future cash flows from that asset. The estimate of cash flow is based upon, among other things, certain assumptions about expected future operating performance.

           Share-Based Payments. Prior to January 1, 2006, we accounted for our employee stock options in accordance with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, as amended, which defines a “fair value method” of measuring and accounting for compensation expense from employee stock options. FASB 123 also allowed accounting for such options under the “intrinsic value method” in accordance with Accounting Principles Board No. 25, “Accounting for Stock Issued to Employees.” We elected to use the intrinsic value method and adopted the disclosure only provisions of FASB 123. Generally, no compensation cost was recognized since stock options were issued with exercise prices equal to the market value of the underlying shares on the grant date.

          Effective January 1, 2006, we adopted FASB 123R, “Share-Based Payment”, using the modified prospective application method. Under this method, for all unvested awards as of January 1, 2006, we record compensation cost based upon the fair value of those awards on the grant date over the remaining service period of each award on a straight line basis. For awards granted after January 1, 2006, we record compensation cost based upon the fair value of those awards on the grant date over the service period of each award on a straight line basis.

          We estimate the value of these awards on the date of grant using a Black-Scholes option pricing model. The determination of the fair value of these awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates.

          If factors change and we employ different assumptions in the application of FASB 123R in future periods, the compensation expense that we record under FASB 123R may differ significantly from what we have recorded in the current period. There is a high degree of subjectivity involved when using option pricing models to estimate share-based compensation under FASB 123R. Consequently, there is a risk that our estimates of the fair values of these awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination or

16



forfeiture of those share-based payments in the future. Employee stock options may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our consolidated financial statements. Alternatively, value may be realized from these instruments that are significantly in excess of the fair values originally estimated on the grant date and reported in our consolidated financial statements. During the year ended December 31, 2007, we do not believe that reasonable changes in the projections would have had a material effect on share-based compensation expense.

           Contingencies. We account for contingencies in accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies”. SFAS No. 5 requires that we record an estimated loss when information available prior to issuance of our financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as environmental, legal and income tax matters requires us to use our judgment. While we believe that our accruals for these matters are adequate, if the actual loss is significantly different than the estimated loss, our results of operations will be affected in the period that the difference is known.

Twelve Months Ended December 31, 2007 Compared to Twelve Months Ended December 31, 2006

          Revenues decreased $113,000 from $846,000 for the twelve months ended December 31, 2006 to $733,000 for the twelve months ended December 31, 2007. This decrease is primarily a result of a reduction in menu prices at the Company’s first store and the lack of customer acceptance of the F&B format at the second store. We closed the second store, with revenues of $262,000 and $325,000 during the years ended December 31, 2007 and 2006, respectively, in December 2007.

          Selling, general and administrative expenses decreased $492,000 from $4,320,000 for the twelve months ended December 31, 2006 to $3,828,000 for the twelve months ended December 31, 2007. This decrease is primarily a result of decreases in stock based compensation in the amount of $503,000, as well as decreases as a result of personnel reductions.

          Research and development expenses decreased $65,000 from $1,678,000 for the twelve months ended December 31, 2006 to $1,613,000 for the twelve months ended December 31, 2007. This decrease is primarily a result of a $231,000 decrease during 2007 in connection with new wireless initiatives by the Company, net of a $165,000 increase as a result of continuing development of Zargis’ medical device technology.

          Depreciation and amortization decreased $492,000 from $758,000 for the twelve months ended December 31, 2006 to $266,000 for the twelve months ended December 31, 2007. This decrease is primarily a result of a decrease in amortization of medical technology in the amount of $142,000 from the completion of amortization of medical technology resulting from the Zargis acquisition and a decrease in amortization of a patent in the amount of $413,000 from the completion of amortization.

          Investment income/(loss) increased $252,000 from a net gain in the amount of $601,000 for the twelve months ended December 31, 2006 to a net gain in the amount of $853,000 for the twelve months ended December 31, 2007. Realized gains decreased $35,000 from net gains of $100,000 for the twelve months ended December 31, 2006 to net gains of $65,000 for the twelve months ended December 31, 2007. Unrealized gains increased $426,000 from net losses of $289,000 for the twelve months ended December 31, 2006 to net gains of $137,000 for the twelve months ended December 31, 2007. Interest income decreased $139,000 from $790,000 for the twelve months ended December 31, 2006 to $651,000 for the twelve months ended December 31, 2007. The decrease in interest income is a result of a lesser amount of funds available for short-term investment. These investment income amounts will fluctuate based upon changes in the market value of the underlying investments, overall market conditions and the amount of funds available for short-term investment and are not necessarily indicative of the results that may be expected for any future periods.

Twelve Months Ended December 31, 2006 Compared to Twelve Months Ended December 31, 2005

          Revenues decreased $192,000 from $1,038,000 for the twelve months ended December 31, 2005 to $846,000 for the twelve months ended December 31, 2006. This decrease is primarily a result of a reduction in menu prices at the Company’s first store and the temporary closing of the second store for renovations, as well as a lack of customer acceptance of the F&B format at the second store. We are testing new menu concepts as a solution to customer acceptance.

          Selling, general and administrative expenses increased $469,000 from $3,851,000 for the twelve months ended December 31, 2005 to $4,320,000 for the twelve months ended December 31, 2006. This increase is primarily a result of increases in legal expenses in connection with litigating patent infringement claims in the amount of $400,000 and stock based compensation in the amount of $600,000, net of decreases in other legal expenses in the amount of $200,000 and taxes in the amount of $300,000 as a result of the receipt of a withholding tax refund, as well as decreases as a result of personnel reductions.

17



          Research and development expenses decreased $119,000 from $1,797,000 for the twelve months ended December 31, 2005 to $1,678,000 for the twelve months ended December 31, 2006. This decrease is primarily a result of a lower level of expenses incurred during 2006 in connection with new wireless initiatives by the Company.

          Depreciation and amortization decreased $183,000 from $941,000 for the twelve months ended December 31, 2005 to $758,000 for the twelve months ended December 31, 2006. This decrease is primarily a result of a decrease in amortization of medical technology from the completion of amortization of early tranches of medical technology resulting from the Zargis acquisition, net of an increase as a result of renovation to one of the F&B Restaurant stores.

          Cost of sales decreased $38,000 from $345,000 for the twelve months ended December 31, 2005 to $307,000 for the twelve months ended December 31, 2006. This decrease is primarily a result of the decrease in revenues.

          Investment income/(loss) increased $653,000 from a net loss in the amount of $52,000 for the twelve months ended December 31, 2005 to a net gain in the amount of $601,000 for the twelve months ended December 31, 2006. Realized gains increased $275,000 from net losses of $175,000 for the twelve months ended December 31, 2005 to net gains of $100,000 for the twelve months ended December 31, 2006. Unrealized losses decreased $178,000 from net losses of $467,000 for the twelve months ended December 31, 2005 to net losses of $289,000 for the twelve months ended December 31, 2006. Interest income increased $200,000 from $590,000 for the twelve months ended December 31, 2005 to $790,000 for the twelve months ended December 31, 2006. The increase in interest income, net of a decrease as a result of a lesser amount of funds available for short-term investment, is a result of increased interest rates. These investment income amounts will fluctuate based upon changes in the market value of the underlying investments, overall market conditions and the amount of funds available for short-term investment and are not necessarily indicative of the results that may be expected for any future periods.

          Minority interest represents the interest of minority stockholders in the losses of F&B Güdtfood and Zargis Medical since the dates of acquisition of a majority interest. Through the year ended December 31, 2006, F&B Güdtfood and Zargis Medical continued to generate losses which, during 2005, reduced the minority interest balance to zero. As result, the Company is consolidating 100% of the losses for these entities and continues to fund their operations with intercompany loans or additional investment, which are eliminated in consolidation.

          During the twelve months ended December 31, 2005, the Company recorded a benefit from taxes in the amount of $322,000 as a result of a tax refund from the filing of amended tax returns. No such gain was recorded in 2006.

Liquidity and Capital Resources

          The Company has recorded operating losses and negative operating cash flows in each year of its operations since inception.

          Net cash used in operating activities was $3,310,000 for the year ended December 31, 2007 compared to net cash used in operating activities of $2,900,000 for the year ended December 31, 2006. This net increase in cash used in operating activities is primarily the result of a tax refund received in 2006.

          Net cash provided by investing activities was $1,953,000 for the year ended December 31, 2007 compared to net cash used in investing activities of $5,261,000 for the year ended December 31, 2006. This net increase in cash provided by investing activities is primarily the result of an $11,000,000 increase in maturities, net of a $4,000,000 increase in purchases, of United States Treasury bills.

          Net cash used in financing activities was $2,000 for the year ended December 31, 2007 compared to net cash used in financing activities of $198,000 for the year ended December 31, 2006. This net decrease in cash used in financing activities is a result of a decrease in repurchases of treasury stock.

          At December 31, 2007, the Company’s future minimum lease payments due under noncancelable leases aggregated $1,128,000,  $307,000, $259,000, $138,000, $109,000 and $112,000 is due during the years ending December 31, 2008, 2009, 2010, 2011 and 2012, respectively, and $203,000 is payable thereafter. In addition, in connection with a license agreement to which the Company is a party, a termination payment will be payable by the Company in the amount of $300,000 or $200,000 if the license agreement is terminated by the Company before September 2009 or September 2011, respectively.

          The Company believes that it has sufficient liquidity to finance its current level of operations and expected capital requirements through the 2008 fiscal year. However, the Company does not expect to have earnings from operations until such time as it successfully commercializes business opportunities under development, substantially increases its customer base and/or forms a strategic alliance for use of its capabilities in the future. We cannot predict when this will occur. We have no material non-cancelable commitments and the amount of future capital funding requirements will depend on a number of factors that we cannot quantify, including the success of our business and the types of services we offer, as well as other factors that are not within our control, including competitive conditions, government regulatory developments and capital costs. The lack of additional capital in the future could have a material

18



adverse effect on the Company’s financial condition, operating results and prospects for growth.

          We have invested a portion of our assets in a portfolio of marketable securities consisting of publicly traded equity securities. We purchase these securities in anticipation of increases in the fair market values of the securities. We have in the past and may in the future sell publicly traded equity securities we do not own in anticipation of declines in the fair market values of these securities. When we sell securities that we do not own, we must borrow the securities we sold in order to deliver them and settle the trades. Thereafter, we must buy the securities and deliver them to the lender of the securities. Our potential for loss on these transactions is unlimited since the value of the underlying security can keep increasing.

Off-Balance Sheet Arrangements

          The Company does not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

          There have been no recent accounting pronouncements which upon future adoption would have an effect on the Company’s results of operations or financial position, except as disclosed below.

          In September 2006, the Financial Accounting Standards Board issued FASB 157, “Fair Value Measurements”. FASB 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In November 2007, the FASB issued proposed FASB Staff Position SFAS 157-a, “Application of FASB Statement No. 157 to FASB Statement No. 13 And Its Related Interpretive Accounting Pronouncements That Address Leasing Transactions.” In December 2007, the FASB issued proposed FASB Staff Position FAS 157-b, “Effective Date of FASB Statement No. 157,” to allow a one-year deferral of adoption of SFAS 157 for nonfinancial assets and nonfinancial liabilities that are recognized at fair value on a nonrecurring basis. The comment deadline for proposed FSP FAS 157-a was January 4, 2008. The comment deadline for FSP FAS 157-b was January 16, 2008. The ultimate outcome of these recent developments is currently unknown. The Company does not expect adoption of FASB No. 157 to have a material effect on its results of operations or financial position.

          In February 2007, the Financial Accounting Standards Board issued FASB No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115,” which permits companies to measure many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the fair value option). Adoption of FASB 159 is optional and it may be adopted beginning in the first quarter of 2007. The Company is currently evaluating the possible impact of adopting FASB No. 159 on our consolidated financial statements.

          In December 2007, the Financial Accounting Standards Board issued FASB No. 141R, “Business Combinations”. FASB 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. FASB 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FASB 141R will become effective as of the beginning of the Company’s fiscal year beginning after December 15, 2008. The impact that adoption of FASB No. 141R will have on the Company’s consolidated financial statements will depend on the nature, terms and size of business combinations that occur after the effective date.

          In December 2007, the Financial Accounting Standards Board issued FASB No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. FASB 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FASB 160 will become effective as of the beginning of the Company’s fiscal year beginning after December 15, 2008. The Company is currently evaluating the impact that the adoption of FASB No. 160 will have on its consolidated financial condition or results of operations.

 

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          The Company’s financial instruments at December 31, 2007 consist primarily of cash equivalents and United States Treasury bills, which are subject to interest rate risk, and marketable securities, which are subject to equity price risk.

          As part of our overall investment strategy, we invest in publicly traded equity securities. We purchase these securities in anticipation of increases in the fair market values of the securities. We have in the past and may in the future sell publicly traded equity securities that we do not own in anticipation of declines in the fair market values of the securities. When we sell securities that we do not own, we must borrow the securities we sold in order to deliver them

19



and settle the trades. Thereafter, we must buy the securities and deliver them to the lender of the securities. Our potential for loss on these transactions is unlimited since the value of the underlying security can keep increasing which could have a material adverse effect on the Company’s consolidated financial statements.

          The carrying value of cash equivalents approximates market value since these highly liquid, interest earning investments are invested in money market funds. The Company’s investment in marketable securities consists of publicly traded equity securities classified as trading securities and are recorded at fair market value. Securities sold and not repurchased are carried at the fair market value of the securities.

 

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The Consolidated Financial Statements of the Company and related Notes thereto and the financial information required to be filed herewith are included under Item 15 of this Form 10-K.

 

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

          None.

 

 

ITEM 9A(T).

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

          Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report for the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, to be recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Management’s Report On Internal Control Over Financial Reporting

          Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, for the Company. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America.

          Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework”issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2007. Our management reviewed the results of their assessment with the Audit Committee.

          This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting.

          There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

ITEM 9B.

OTHER INFORMATION

          None.

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PART III

 

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

          The table below sets forth the names, ages and titles of the persons who were Directors and/or executive officers of the Company as of March 15, 2008.

 

 

 

Name

Age

Position




Shant S. Hovnanian

48

Chairman of the Board of Directors,

 

 

President and Chief Executive Officer

Vahak S. Hovnanian

76

Director

William F. Leimkuhler

56

Director

Jeffrey Najarian

49

Director

Christopher Vizas

58

Director

Thomas M. Finn

60

Secretary, Treasurer and Chief Financial Officer

John A. Kallassy

43

Executive Vice President, Chief Executive

 

 

Officer – Zargis Medical Corp.

          Shant S. Hovnanian has served as our Chairman of the Board of Directors, President and Chief Executive Officer since October 1995. From June 1980 until January 1991, Mr. Hovnanian served as Executive Vice President of the V. S. Hovnanian Group (the “Hovnanian Group”), consisting of home building operations, real estate development and utility companies. In 1995, Mr. Hovnanian served as a U.S. Delegate to the World Radio Conference of the International Telecommunications Union in Geneva, Switzerland. Mr. Hovnanian is the son of Mr. Vahak S. Hovnanian.

          Vahak S. Hovnanian has served as a Director since October 1995. Mr. Hovnanian has been Chairman of the Board and President of the Hovnanian Group since 1968. Mr. Hovnanian is the father of Mr. Shant S. Hovnanian.

          William F. Leimkuhler has served as a Director since September 2000. Mr. Leimkuhler is the General Counsel and Director of Business Development of Paice Corporation, a privately held developer of advanced vehicle powertrains. Mr. Leimkuhler is also a director of Integral Systems, Inc. and U.S. Neurosurgical, Inc. From 1994 through 1999, he held various positions with Allen & Company, a New York investment banking firm, initially serving as the firm’s General Counsel. Prior to that, Mr. Leimkuhler was a corporate partner with the New York law firm of Werbel & Carnelutti (now Heller Ehrman White & McAuliffe).

          Jeffrey Najarian has served as a Director since October 2000. Mr. Najarian has been Chief Executive Officer of Starpoint Solutions, Inc., formerly TIS Worldwide, Inc., since its inception in 1992. A creator and founder of Starpoint, he has been instrumental in building one of the country’s fastest growing, privately-held companies, as cited by Inc. magazine. From 1984-1992, Mr. Najarian worked at Setford-Shaw-Najarian, a recruiting/placement firm for technology specialists, becoming a partner after only three years. He led the staff in billing, propelling SSN to become a leading search firm for Wall Street banks.

          Christopher Vizas has served as a Director since July 2001. Mr. Vizas is a principal in the strategic advisory firm of East Wind Partners. He serves as a member of the Boards of several privately held companies. Mr. Vizas’ positions during the 1990s included Chairman of eGlobe, Inc, a turn around company reorganized under Chapter 11 of the Bankruptcy Act, CEO of Quo Vadis International, Managing Director of Kouri Capital Group and its Telecommunications & Technology affiliate, and founder and Vice Chairman of Orion Network Systems. Earlier in his career, he was a founder and part of the management in Trinity Cellular and Asia Pacific Space & Communications. Mr. Vizas served in the White House Office of Telecommunications Policy in the Ford Administration, as Special Counsel to the U.S. Privacy Commission, and on congressional staff.

          Thomas M. Finn has served as Secretary, Treasurer and Chief Financial Officer since March 2003. Mr. Finn has been a consultant since 1994. Prior to that time, Mr. Finn was a Senior Vice President of Integrated Resources, Inc., a diversified financial services firm, and was the Chief Financial Officer of Integrated’s publicly-traded investment programs, including American Real Estate Partners, L.P., a New York Stock Exchange master limited partnership. Previously, Mr. Finn was an Audit Manager for Deloitte & Touche LLP. Mr. Finn is a graduate of Long Island University.

          John A. Kallassy has served as Executive Vice President since September 2000 and Chief Executive Officer of Zargis Medical Corp. since November 2004. In addition to developing and executing Zargis’ business strategy, Mr. Kallassy is also responsible for evaluating new business investment opportunities at Speedus within several business sectors. Prior to his leadership roles at Speedus and Zargis, Mr. Kallassy was a founder and Chief Executive Officer of American Data Consultants, Inc. (ADC), a firm specializing in information services, direct marketing and marketing

21



research. Mr. Kallassy sold ADC to R.L. Polk in 1997 and continued his employment for three years at R.L. Polk as the ADC division president and later as a corporate vice president where he led the product management and analytical consulting groups for a $100 million business unit that was ultimately sold to Equifax Inc. Mr. Kallassy holds a Bachelor of Science Degree in Biochemistry from the State University of New York which was completed at Leeds University in Leeds, England and earned his MBA from the Johnson School of Management at Cornell University.

Audit Committee

          The Audit Committee of the Board currently consists of William F. Leimkuhler (Chairman), Jeffrey Najarian and Christopher Vizas, all independent non-employee directors. The Audit Committee has the duties and responsibilities set out in the Audit Committee Charter. Those include: selection and appointment of the independent auditor, review of its independence and of other services provided by it, and of the fees and other arrangements regarding its services; review with the independent auditor and management of the scope of the audit, and of significant financial reporting issues and judgments; review with the independent auditor and management of the annual audited financial statements and of the quarterly financial statements; and review with the independent auditor and management of the quality and adequacy of internal controls. The Board has determined that Mr. Leimkuhler is an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission.

          The Audit Committee has adopted a charter which is available in the Investor Relations section of the Company’s website at www.speedus.com.

Audit Committee Report

          Management is responsible for the Company’s internal control, consolidated financial statements and the financial reporting process. PricewaterhouseCoopers LLP served as the Company’s independent public accountants in 2007 and is responsible for expressing an opinion on those consolidated financial statements based upon an audit in accordance with auditing standards generally accepted in the United States of America. The Committee’s responsibilities include the monitoring and oversight of these processes.

          The Committee has met and held discussions with management and PricewaterhouseCoopers. The Committee has also reviewed and discussed the 2007 quarterly and annual consolidated financial statements with management and PricewaterhouseCoopers. The Committee has also discussed with PricewaterhouseCoopers matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees”, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants.

          PricewaterhouseCoopers has also provided to the Committee the written disclosures required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees” and the Committee discussed with PricewaterhouseCoopers that firm’s independence.

          Based upon the Committee’s review and discussion of the 2007 annual consolidated financial statements with management and PricewaterhouseCoopers, the Committee recommended to the Board of Directors that the Company’s audited 2007 consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission.

 

 

 

By the Audit Committee

 

of the Board of Directors:

 

William F. Leimkuhler (Chairman)

 

Jeffrey Najarian

 

Christopher Vizas

Code of Ethics

          The Company is committed to conducting its business in accordance with applicable laws, rules and regulations and to full and accurate financial disclosure in compliance with applicable law. In order to promote honest and ethical conduct, the Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all Directors, officers, employees and agents of the Company and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers.

          The Code of Business Conduct and Ethics and the Code of Ethics for the Chief Executive Officer and Senior Financial Officers are available in the Investor Relations section of the Company’s website at www.speedus.com. A copy of either Code may also be obtained without charge by any person upon written request to Speedus Corp., 9 Desbrosses Street, Suite 402, New York, New York 10013, Attention: Chief Financial Officer.

22



Section 16(a) Beneficial Ownership Reporting Compliance

          The Company’s Directors, executive officers and holders of more than 10% of the outstanding Common Stock are required to report their initial ownership of Common Stock and any subsequent changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established by the Commission and the Company is required to disclose any failure by such persons to file these reports in a timely manner for the 2007 fiscal year. Based solely upon the Company’s review of copies of such reports furnished to it, the Company believes that for the 2007 fiscal year its Directors, executive officers and holders of more than 10% of the outstanding Common Stock complied with all reporting requirements of Section 16(a) under the Exchange Act.

 

 

ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

          The following table sets forth the salary and bonus, as well as certain other compensation, paid or accrued to each of the three most highly compensated executive officers of the Company (the “Named Executive Officers”) for the years ended December 31, 2007, 2006 and 2005 in all capacities in which they served. See Employment Agreements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

qualified

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incentive

 

Deferred

 

All Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option

 

Plan

 

Compen-

 

Compen-

 

 

 

 

Name and

 

 

 

 

 

 

 

 

Stock

 

Awards

 

Compen-

 

sation

 

sation

 

 

 

 

Principal Position

 

Year

 

Salary

 

Bonus

 

Awards

 

(1)

 

sation

 

Earnings

 

(2)

 

Total

 




















 

Shant S. Hovnanian

 

2007

 

$

275,000

 

$

 

$

 

$

 

$

 

$

 

$

171,526

 

$

446,526

 

Chief Executive Officer

 

2006

 

 

268,750

 

 

 

 

 

 

484,000

 

 

 

 

 

 

164,780

 

 

917,530

 

 

2005

 

 

250,000

 

 

 

 

 

 

 

 

 

 

 

 

158,411

 

 

408,411

 

Thomas M. Finn

 

2007

 

$

230,625

 

$

 

$

 

$

 

$

 

$

 

$

 

$

230,625

 

Chief Financial Officer

 

2006

 

 

220,325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

220,325

 

 

2005

 

 

191,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

191,000

 

John A. Kallassy

 

2007

 

$

225,000

 

$

53,000

 

$

 

$

 

$

 

$

 

$

 

$

278,000

 

Executive Vice President

 

2006

 

 

225,000

 

 

24,000

 

 

 

 

 

 

 

 

 

 

 

 

249,000

 

 

 

2005

 

 

216,666

 

 

12,500

 

 

 

 

69,000

 

 

 

 

 

 

 

 

298,166

 

          (1) In determining the aggregate grant date fair value, the stock options were valued using the Black- Scholes option pricing model. For information on the key assumptions used in valuing the options, see “Notes to Consolidated Financial Statements - Note 2, Summary of Significant Accounting Policies - Stock options.”

          (2) Under the terms of his employment contract, Mr. Hovnanian is entitled to certain benefits. See ‘Employment Agreements’. The amount shown in the table above represents the total cost of these items to the Company without adjustment for the portion of these costs allocable to business use by the Company.

Grants of Plan-Based Awards

          There were no grants of options to purchase Common Stock made to Named Executive Officers during 2007.

23



Outstanding Equity Awards at Fiscal Year-End

          The following table sets forth information regarding the outstanding stock option awards held by the Named Executive Officers as of December 31, 2007. None of the Named Executive Officers have ever received any stock awards.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Securities
Underlying
Unexercised Options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option
Exercise
Price

 

Option
Expiration
Date

 

 

 


 

 

 

 

Name

 

Exercisable

 

Unexercisable

 

 

 

 


















Shant S. Hovnanian

 

 

1,350

 

 

 

 

 

$

3.560

 

 

12/2/2008

 

 

 

 

62,500

 

 

 

 

 

 

19.360

 

 

6/11/2009

 

 

 

 

31,925

 

 

 

 

 

 

4.000

 

 

4/3/2011

 

 

 

 

62,500

 

 

 

 

 

 

4.400

 

 

4/25/2012

 

 

 

 

100,000

 

 

 

 

 

 

5.080

 

 

8/10/2016

 

Thomas M. Finn

 

 

500

 

 

 

 

 

$

3.560

 

 

12/2/2008

 

 

 

 

5,000

 

 

 

 

 

 

19.360

 

 

6/11/2009

 

 

 

 

33

 

 

 

 

 

 

21.360

 

 

4/30/2009

 

 

 

 

35

 

 

 

 

 

 

20.800

 

 

5/31/2009

 

 

 

 

2,784

 

 

 

 

 

 

4.000

 

 

4/3/2011

 

 

 

 

25,000

 

 

 

 

 

 

4.700

 

 

6/10/2013

 

John Kallassy

 

 

56,250

 

 

 

 

 

$

12.000

 

 

9/5/2010

 

 

 

 

28,125

 

 

 

 

 

 

4.000

 

 

4/3/2011

 

 

 

 

16,667

 

 

8,333      

 

 

 

 

6.000

 

 

7/15/2015

 

          For additional information regarding stock options, see “Notes to Consolidated Financial Statements - Note 4, Stockholders’ Equity.”

Option Exercises and Stock Vested

          None of the Named Executive Officers exercised any stock options during 2007 and none of the Named Executive Officers have ever received any stock awards.

Compensation Committee

          The Compensation Committee of the Board currently consists of Jeffrey Najarian (Chairman), Christopher Vizas and William F. Leimkuhler, all independent non-employee directors. The Compensation Committee establishes and administers the Company’s policies regarding compensation. In addition, the Compensation Committee, as well as the Board of Directors, administers the Company’s Stock Incentive Plan and determines which eligible employees and consultants of the Company may participate in the Plan and the type, extent and terms of the awards to be granted to them.

Compensation Discussion and Analysis

          The Company’s compensation policy for all of its executive officers is formulated and administered by the Compensation Committee of the Board. Compensation of the Company’s executive officers, exclusive of the Chief Executive Officer, is developed and approved by the Chief Executive Officer, subject to oversight by the Compensation Committee. Compensation of the Chief Executive Officer is developed and approved by the Compensation Committee. The Compensation Committee, as well as the Board of Directors, also administers the Company’s Stock Incentive Plan, under which grants of various stock-based incentives may be made to employees (including executive officers), directors and consultants.

          The primary goals of the Company’s compensation policy are to attract, retain and motivate skilled executive officers and to provide incentives for them to act in the best interests of the Company’s stockholders. In determining the level of executive compensation, certain quantitative and qualitative factors, including, but not limited to, the Company’s operating and financial performance, the individual’s level of responsibilities, experience, commitment, leadership and accomplishments relative to stated objectives, and marketplace conditions are taken into consideration.

24



          The Company’s compensation program for executives consists of four key elements, discussed in greater detail below: (1) base salary, (2) consideration for a performance-based bonus, (3) periodic grants of stock-based incentives, and (4) other benefits and perquisites.

          Base Salary. Base salary amounts for executive officers take into account such factors as competitive industry salaries, an executive’s scope of responsibilities, and individual performance and contribution to the organization.

          Performance-based Bonus. Executive officers have an opportunity to receive performance-based bonus awards based on the overall performance of the Company and on specific individual performance targets.

          Stock-based Incentives. Executive officers have an opportunity to receive stock-based incentives, generally grants of options to purchase the Company’s common Stock. These awards provide employees with the incentive to stay with the Company for longer periods of time, which in turn, provides the Company with greater stability. Equity awards also are less costly to the Company than cash compensation.

          Other Benefits and Perquisites. Executive officers receive the same general health and welfare benefits offered to all employees. Except as provided in employment contracts, the Company provides no other perquisites to executive officers. See Employment Contracts.

          Section 162(m) of the Code. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally limits the deductibility by the Company of compensation paid in any one year to any executive officer named in the Summary Compensation Table to $1,000,000. Option awards under the Stock Incentive Plan made in conformity with the “performance-based” exemption from Section 162(m) will be exempt from the limits of Section 162(m). While the Company’s policy has always been to pursue a strategy of maximizing deductibility of compensation for all of its employees, the Compensation Committee believes it is important to maintain the flexibility to take actions it considers to be in the best interest of the Company and its stockholders, which may be based on considerations in addition to Section 162(m). In 2007, none of the executive officers were paid cash compensation in excess of $1,000,000.

Compensation Committee Report

          The Compensation Committee has reviewed and discussed the discussion and analysis of the Company’s compensation which appears above with management and, based on such review and discussion, the Compensation Committee recommended to the Company’s Board of Directors that the above disclosure be included in this Annual Report on Form 10-K.

 

 

 

By the Compensation Committee

 

of the Board of Directors:

 

Jeffrey Najarian (Chairman)

 

Christopher Vizas

 

William F. Leimkuhler

25



Compensation of Directors

          The following table sets forth information regarding the cash fees, as well as certain other compensation, paid or accrued to our Directors for the year ended December 31, 2007.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Fees
Earned or
Paid in
Cash

 

Stock
Awards

 

Option
Awards
(1) (2)

 

Non-Equity
Incentive
Plan
Compen-
sation

 

Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings

 

All Other
Compen-
sation

 

Total

 
























Vahak S. Hovnanian

 

$

24,000

 

$

 

$

3,817

 

$

 

$

 

$

 

$

27,817

 

William F. Leimkuhler

 

 

72,000

 

 

 

 

3,817

 

 

 

 

 

 

 

 

75,817

 

Jeffrey Najarian

 

 

24,000

 

 

 

 

3,817

 

 

 

 

 

 

 

 

27,817

 

Christopher Vizas

 

 

72,000

 

 

 

 

3,817

 

 

 

 

 

 

 

 

75,817

 

          (1) In determining the aggregate grant date fair value, the stock options were valued using the Black- Scholes option pricing model. For information on the key assumptions used in valuing the options, see “Notes to Consolidated Financial Statements - Note 2, Summary of Significant Accounting Policies - Stock options.”

          (2) At December 31, 2007, Messrs. Hovnanian, Leimkuhler, Najarian and Vizas held stock options in the aggregate amounts of 29,125, 30,063, 25,000 and 22,500, respectively.

          During 2007, our Directors who are not officers or employees (“Non-Employee Directors”) received an annual retainer of $24,000. Mr. Leimkuhler received an additional retainer for services as a Director of two of the Company’s majority-owned subsidiaries, as lead outside director of the Company and as the Chairman of the Company’s Audit Committee in the aggregate amount of $48,000. Mr. Vizas received an additional retainer for services as a Director of two of the Company’s subsidiaries and as the Chairman of the Company’s Governance and Nominating Committee in the aggregate amount of $48,000. In addition, upon their initial election to the Board, new Non-Employee Directors are granted options to purchase 1,250 shares of Common Stock that are fully vested and immediately exercisable. Upon the date of each annual meeting, Non-Employee Directors are granted options at fair market value to purchase an additional 2,500 shares of Common Stock that are fully vested and immediately exercisable. Our Directors of the Company who are officers or employees do not receive any additional compensation for serving on the Board or on any Board committee.

Employment Agreements

          We entered into an agreement effective April 1, 2006 with Mr. Shant S. Hovnanian, Chairman and Chief Executive Officer of the Company. The agreement has a three-year term and provides for an annual salary of $275,000. Under the agreement, Mr. Hovnanian is entitled to be considered for an annual performance based bonus targeted at 50% or greater of his base salary, use of a Company apartment and car, a country club membership (which Mr. Hovnanian has not taken) and a $2,000,000 term life insurance policy with the beneficiary designated by Mr. Hovnanian. Under the new agreement, Mr. Hovnanian was also granted 100,000 options in August 2006 to purchase shares of our Common Stock at the market value as of the effective date of the agreement. The options are fully vested and immediately exercisable.

          We entered into an employment agreement effective September 5, 2000 with Mr. John A. Kallassy. The agreement provides that Mr. Kallassy will act as our Executive Vice President. The agreement, which has no term, provides for an annual salary of $175,000, subject to periodic review, and annual bonuses aggregating $50,000 based on the executive’s attainment of certain performance goals. Under this agreement, Mr. Kallassy was granted 56,250 options to purchase shares of our Common Stock at the market value as of the effective date of the agreement. 4,688 of these options were fully vested and immediately exercisable at the date of grant. Of the balance, 4,688 options become exercisable each three months after September 5, 2000 and all options are now fully vested and exercisable. In 2005, Mr. Kallassy’s bonus and salary were combined and the aggregate total paid as salary. Thereafter, Mr. Kallassy became entitled to bonuses based upon the achievement of certain agreed upon milestones.

Compensation Committee Interlocks and Insider Participation

          No interlocking relationship exists between the Board of Directors or the Compensation Committee and the Board of Directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past.

26



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

                    The following table sets forth information as of March 15, 2008 with respect to the beneficial ownership of our stock by (i) each person known by us to be the beneficial owner of more than 5% of the Common Stock; (ii) each person serving as a Director or Director nominee of the Company; (iii) each of our executive officers, and (iv) all of our Directors and executive officers as a group. Unless otherwise indicated, all shares are owned directly and the indicated owner has sole voting and dispositive power with respect thereto.

 

 

 

 

 

 

 

 

 

 

Common Stock Beneficially
Owned (1)

 

 

 



Beneficial Owner

 

Number

 

Percent

 







 

Shant S. Hovnanian (2)(3)

 

811,754

 

 

18.0

 

 

Vahak W. Hovnanian Asset Trust, the Paris J. Hovnanian Asset Trust and the Charentz J. Hovnanian Asset Trust (4)

 

390,000

 

 

8.7

 

 

Vahak S. Hovnanian (5)

 

726,415

 

 

16.1

 

 

William F. Leimkuhler (6)

 

30,063

 

 

*

 

 

Jeffrey Najarian (7)

 

25,000

 

 

*

 

 

Christpher Vizas (8)

 

22,500

 

 

*

 

 

Thomas M. Finn (9)

 

33,352

 

 

*

 

 

John Kallassy (10)

 

131,700

 

 

2.9

 

 

XO Holdings, Inc. (11)

 

500,000

 

 

11.1

 

 

All Directors and Executive Officers as a group (total 7 persons)

 

2,170,783

 

 

48.2

 

 









* Less than 1% of the outstanding Common Stock


          (1) Pursuant to the regulations of the Securities and Exchange Commission, shares are deemed to be “beneficially owned” by a person if such person directly or indirectly has or shares (i) the power to vote or dispose of such shares, whether or not such person has any pecuniary interest in such shares, or (ii) the right to acquire the power to vote or dispose of such shares within 60 days, including any right to acquire through the exercise of any option, warrant or right.

          (2) Includes options to purchase 258,275 shares of Common Stock pursuant to the Stock Incentive Plan, which are fully vested and exercisable.

          (3) Includes 34,375 shares of Common Stock owned by Mr. Shant S. Hovnanian’s minor children for which Mr. Hovnanian, as custodian, has sole voting power.

          (4) These shares were donated by Shant S. Hovnanian as gifts to and held in equal portions by (i) the Vahak W. Hovnanian Asset Trust, (ii) the Paris J. Hovnanian Asset Trust and (iii) the Charentz J. Hovnanian Asset Trust (collectively, the “Trusts”), which were established for the benefit of Mr. Hovnanian’s minor children. Mr. Hovnanian’s wife is the trustee of the Trusts.

          (5) Includes options to purchase 29,125 shares of Common Stock pursuant to the Stock Incentive Plan, which are fully vested and exercisable.

          (6) Includes options to purchase 30,063 shares of Common Stock pursuant to the Stock Incentive Plan, which are fully vested and exercisable.

          (7) Includes options to purchase 25,000 shares of Common Stock pursuant to the Stock Incentive Plan, which are fully vested and exercisable.

          (8) Includes options to purchase 22,500 shares of Common Stock pursuant to the Stock Incentive Plan, which are fully vested and exercisable.

          (9) Includes options to purchase 33,352 shares of Common Stock pursuant to the Stock Incentive Plan, which are fully vested and exercisable.

          (10) Includes options to purchase 109,375 shares of Common Stock pursuant to the Stock Incentive Plan, which are fully vested and exercisable.

27



          (11) Pursuant to a Stock Purchase Agreement dated as of June 13, 1999, the Company is required to use all reasonable efforts, subject to fiduciary duties under applicable law, to cause an XO Communications, Inc. representative to be elected to the Company’s Board.

          In addition, Verizon Communications Inc., formerly Bell Atlantic Corporation, has the right to appoint one director to the Board, so long as Verizon shall hold at least 1% of the shares of Common Stock outstanding on a fully diluted basis.

Equity Compensation Plans

          Information regarding our Common Stock authorized for issuance under equity compensation plans is included in Item 5 of this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

          The information under ‘Director Compensation’ included in Item 11. of this Form 10-K is incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

          Audit Fees represent fees for services rendered in connection with the annual audit and quarterly reviews of the Company’s financial statements. For the years ended December 31, 2007 and 2006, the Company paid or accrued $207,000 and $195,000, respectively, for audit fees to PricewaterhouseCoopers LLP.

          Audit - Related Fees represent fees for services rendered in connection with assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported as Audit Fees. For the years ended December 31, 2007 and 2006, the Company did not pay or accrue any amounts for audit related fees.

          Tax Fees represent fees for services rendered in connection with tax compliance, tax advice and tax planning. For the years ended December 31, 2007 and 2006, the Company paid or accrued $56,000 and $50,000, respectively, for tax fees to PricewaterhouseCoopers LLP.

          All Other Fees represent fees for services rendered other than those described above. For the years ended December 31, 2007 and 2006, the Company did not pay or accrue any amounts for these services.

          The Audit Committee of the Company’s Board of Directors has established a policy requiring its pre-approval of all audit and non-audit services provided by its independent registered public accounting firm. The policy requires the general pre-approval of annual audit services and all other permitted services.

          All of the audit and non-audit services described above were approved by the Audit Committee and not pursuant to the waiver of pre-approval provisions set forth in applicable rules of the SEC.

28



PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

 

 

 

(a) Financial Statements and Financial Statement Schedules

 

 

 

(1)

Consolidated Financial Statements

Page(s)

 

 


 

Report of Independent Registered Public Accounting Firm

31

 

 

 

 

 

 

Consolidated Balance Sheets as of December 31, 2007 and 2006

32

 

 

 

 

 

 

Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005

33

 

 

 

 

 

 

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2007, 2006 and 2005

34

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

35

 

 

 

 

 

 

Notes to Consolidated Financial Statements

36-45

 


 

 

 

 

(b) Exhibits

 

 

3.1a

 

Certificate of Incorporation. (1)

 

 

 

 

 

3.1b

 

Certificate of Amendment to Certificate of Incorporation dated November 28, 2007 (2)

 

 

 

 

 

3.2

 

By-laws. (1)

 

 

 

 

 

4.1

 

Form of Common Stock Certificate. (1)

 

 

 

 

 

4.3

 

Form of Rights Agreement between SPEEDUS.COM, Inc. and Equiserve Trust Company, N.A., as Rights Agent. The Rights Agreement includes as Exhibit A the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of SPEEDUS.COM, Inc., as Exhibit B the form of Rights Certificate and as Exhibit C the form of Summary of Rights to Purchase Shares of Series A Junior Participating Preferred Stock. (3)

 

 

 

 

 

10.1

 

Speedus Corp. 2005 Stock Incentive Plan. (4)

 

 

 

 

 

10.2

 

Employment Agreement, dated as of April 1, 2006, between Speedus Corp. and Shant S. Hovnanian. (5)

 

 

 

 

 

10.3

 

Amended and Restated Agreement of Limited Partnership of CellularVision of New York, L.P., dated as of July 7, 1993, by and between Hye Crest Management, Inc., Bell Atlantic Ventures, XXIII, Inc. and the limited partners set forth on the signature page thereto. (1)

 

 

 

 

 

10.4

 

Agreement, dated as of January 12, 1996, by and among CellularVision USA, Inc., CellularVision of New York, L.P., Hye Crest Management, Inc., Shant S. Hovnanian, Vahak S. Hovnanian, Bernard B. Bossard and Bell Atlantic Ventures XXIII, Inc. (1)

 

 

 

 

 

14

 

Code of Ethics for Chief Executive Officer and Senior Finance Officers (6)

 

 

 

 

 

21

 

Subsidiaries of Speedus Corp. (1)

 

 

 

 

 

23.1

 

Consent of PricewaterhouseCoopers LLP (7)

 

 

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant To Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 of The Sarbanes-Oxley Act Of 2002 (7)

 

 

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant To Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 of The Sarbanes-Oxley Act Of 2002 (7)

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 (7)

 

 

 

 

 

32.2

 

Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 (7)

29



 

 

 


(1)

 

Incorporated by reference to the Company’s Registration Statement in Form S-1 (File No. 33-98340) which was declared effective by the Commission on February 7, 1996.

 

 

 

(2)

 

Incorporated by reference to the Company’s Form 8-K filed on December 4, 2007.

 

 

 

(3)

 

Incorporated by reference to the Company’s Form 8-K filed on January 16, 2001.

 

 

 

(4)

 

Incorporated by reference to the Company’s Definitive Proxy Statement filed on October 13, 2005.

 

 

 

(5)

 

Incorporated by reference to the Company’s Form 10-Q filed on August 14, 2006.

 

 

 

(6)

 

Incorporated by reference to the Company’s Form 10-K filed on April 2, 2007.

 

 

 

(7)

 

Filed herewith.

 

 

 

(c) Financial Statement Schedules

 

None.

 

 

30



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Speedus Corp.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Speedus Corp. and its subsidiaries at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for share-based compensation in 2006.

PricewaterhouseCoopers LLP
New York, New York
March 27, 2008

31



SPEEDUS CORP.
CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 


 

 

 

2007

 

2006

 

 

 


 


 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,845,358

 

$

10,204,167

 

United States Treasury bills

 

 

2,996,700

 

 

4,990,250

 

Assets held for sale

 

 

342,000

 

 

 

Marketable securities

 

 

92,190

 

 

354,011

 

Prepaid expenses and other

 

 

79,623

 

 

143,654

 

 

 



 



 

Total current assets

 

 

12,355,871

 

 

15,692,082

 

Property and equipment, net of accumulated depreciation of $112,353 and $444,972

 

 

50,569

 

 

527,828

 

Other intangible assets, net of accumulated amortization of $1,125,928 in 2006

 

 

 

 

34,116

 

Other investments

 

 

800,000

 

 

800,000

 

Other assets

 

 

83,127

 

 

81,737

 

 

 



 



 

Total assets

 

$

13,289,567

 

$

17,135,763

 

 

 



 



 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

46,413

 

$

62,805

 

Accrued liabilities

 

 

1,390,803

 

 

971,055

 

 

 



 



 

Total current liabilities

 

 

1,437,216

 

 

1,033,860

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock ($.01 par value; 50,000,000 shares authorized; 5,438,006 shares issued)

 

 

54,380

 

 

54,380

 

Preferred stock ($.01 par value; 20,000,000 shares authorized):

 

 

 

 

 

 

 

Series A Junior Participating ($.01 par value;4,000 shares authorized; no shares issued and outstanding)

 

 

 

 

 

Additional paid-in-capital

 

 

91,797,457

 

 

91,627,241

 

Treasury stock (at cost; 1,445,634 and 1,445,221 shares)

 

 

(6,085,078

)

 

(6,083,360

)

Accumulated deficit

 

 

(73,914,408

)

 

(69,496,358

)

 

 



 



 

Stockholders’ equity

 

 

11,852,351

 

 

16,101,903

 

 

 



 



 

Total liabilities and stockholders’ equity

 

$

13,289,567

 

$

17,135,763

 

 

 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

32



SPEEDUS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

For the years ended December 31,

 

 

 


 

 

 

2007

 

2006

 

2005

 

 

 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

733,213

 

$

846,342

 

$

1,038,343

 

 

 



 



 



 

Expenses:

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

3,828,009

 

 

4,319,554

 

 

3,851,332

 

Research and development

 

 

1,612,872

 

 

1,678,139

 

 

1,797,315

 

Depreciation and amortization

 

 

265,634

 

 

757,553

 

 

940,683

 

Cost of sales

 

 

297,439

 

 

306,932

 

 

345,354

 

 

 



 



 



 

Total operating expenses

 

 

6,003,954

 

 

7,062,178

 

 

6,934,684

 

 

 



 



 



 

 

Operating loss

 

 

(5,270,741

)

 

(6,215,836

)

 

(5,896,341

)

 

Investment income/(loss)

 

 

852,691

 

 

600,641

 

 

(52,397

)

Minority interest

 

 

 

 

 

 

159,294

 

 

 



 



 



 

 

Loss before benefit from income taxes

 

 

(4,418,050

)

 

(5,615,195

)

 

(5,789,444

)

 

Benefit from income taxes

 

 

 

 

 

 

321,539

 

 

 



 



 



 

 

Net loss

 

$

(4,418,050

)

$

(5,615,195

)

$

(5,467,905

)

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Per share:

 

 

 

 

 

 

 

 

 

 

Loss per common share - basic and diluted

 

$

(1.11

)

$

(1.40

)

$

(1.35

)

 

 



 



 



 

Weighted average common shares outstanding - basic and diluted

 

 

3,992,044

 

 

4,012,927

 

 

4,045,552

 

 

 



 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

33


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended December 31, 2005, 2006 and 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

Treasury Stock

 

 

 

Total
Stockholders’
Equity

 

 

 


 

Additional
Paid-in-capital

 


 

Accumulated
Deficit

 

 

 

 

Amount

 

Shares

 

 

Amount

 

Shares

 

 

 

 

 


 


 


 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2005

 

$

53,974

 

 

5,397,381

 

$

90,708,486

 

$

(5,499,684

)

 

1,342,237

 

$

(58,413,258

)

$

26,849,518

 

 

 

 

 

 

 

 

 

 

Exercise of options

 

 

406

 

 

40,625

 

 

162,094

 

 

 

 

 

 

 

 

 

 

 

162,500

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

 

 

 

 

 

 

16,992

 

 

 

 

 

 

 

 

 

 

 

16,992

 

 

 

 

 

 

 

 

 

 

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

(385,179

)

 

65,832

 

 

 

 

 

(385,179

)

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,467,905

)

 

(5,467,905

)

 

 



 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2005

 

 

54,380

 

 

5,438,006

 

 

90,887,572

 

 

(5,884,863

)

 

1,408,069

 

 

(63,881,163

)

 

21,175,926

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

 

 

 

 

 

 

739,669

 

 

 

 

 

 

 

 

 

 

 

739,669

 

 

 

 

 

 

 

 

 

 

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

(198,497

)

 

37,152

 

 

 

 

 

(198,497

)

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,615,195

)

 

(5,615,195

)

 

 



 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2006

 

 

54,380

 

 

5,438,006

 

 

91,627,241

 

 

(6,083,360

)

 

1,445,221

 

 

(69,496,358

)

 

16,101,903

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

 

 

 

 

 

 

170,216

 

 

 

 

 

 

 

 

 

 

 

170,216

 

 

 

 

 

 

 

 

 

 

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

(1,718

)

 

413

 

 

 

 

 

(1,718

)

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,418,050

)

 

(4,418,050

)

 

 



 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2007

 

$

54,380

 

 

5,438,006

 

$

91,797,457

 

$

(6,085,078

)

 

1,445,634

 

$

(73,914,408

)

$

11,852,351

 

 

 



 



 



 



 



 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

34



SPEEDUS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

For the years ended December 31,

 

 

 


 

 

 

2007

 

2006

 

2005

 

 

 


 


 


 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,418,050

)

$

(5,615,195

)

$

(5,467,905

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

265,634

 

 

757,553

 

 

940,683

 

Unrealized investment (gains)/losses

 

 

(136,963

)

 

289,394

 

 

402,617

 

Minority interest

 

 

 

 

 

 

(159,294

)

Stock based compensation

 

 

170,216

 

 

673,158

 

 

16,992

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

 

398,784

 

 

531,420

 

 

(516,850

)

Prepaid expenses and other

 

 

64,031

 

 

38,354

 

 

41,105

 

Other assets

 

 

(57,388

)

 

609,707

 

 

61,425

 

Accounts payable

 

 

(16,392

)

 

(5,887

)

 

(247,050

)

Accrued liabilities

 

 

419,748

 

 

(178,293

)

 

(141,861

)

 

 



 



 



 

Net cash used in operating activities

 

 

(3,310,380

)

 

(2,899,789

)

 

(5,070,138

)

 

 



 



 



 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

 

 

 

 

 

Additions

 

 

(40,261

)

 

(270,385

)

 

(26,432

)

Dispositions

 

 

 

 

 

 

64,272

 

United States Treasury bills:

 

 

 

 

 

 

 

 

 

 

Purchases

 

 

(19,006,450

)

 

(15,000,000

)

 

(14,022,800

)

Maturities

 

 

21,000,000

 

 

10,009,750

 

 

20,000,000

 

Other investments:

 

 

 

 

 

 

 

 

 

 

Purchases

 

 

 

 

 

 

(500,000

)

Transfer to marketable securities

 

 

 

 

 

 

600,000

 

 

 



 



 



 

Net cash provided by/(used in) investing activities

 

 

1,953,289

 

 

(5,260,635

)

 

6,115,040

 

 

 



 



 



 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

Repurchase of stock

 

 

(1,718

)

 

(198,497

)

 

(385,179

)

Proceeds from exercise of options or warrants

 

 

 

 

 

 

162,500

 

 

 



 



 



 

Net cash used in financing activities

 

 

(1,718

)

 

(198,497

)

 

(222,679

)

 

 



 



 



 

Net increase/(decrease) in cash and cash equivalent

 

 

(1,358,809

)

 

(8,358,921

)

 

822,223

 

 

 

Cash and cash equivalents, beginning of period

 

 

10,204,167

 

 

18,563,088

 

 

17,740,865

 

 

 



 



 



 

Cash and cash equivalents, end of period

 

$

8,845,358

 

$

10,204,167

 

$

18,563,088

 

 

 



 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

35






SPEEDUS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business

Organization

          Speedus Corp. (“Speedus” or the “Company”), a Delaware corporation, was formed in October 1995 as CellularVision USA, Inc. (“CVUS”) to combine the ownership of predecessor companies that were under common control. In January 1999, through a ‘short form merger’ as allowed under Delaware law, CVUS changed its name to SPEEDUS.COM, Inc. In June 2002, in the same manner, SPEEDUS.COM, Inc. changed its name to Speedus Corp. Unless the context requires otherwise, the term Company includes Speedus and its wholly- and majority-owned subsidiaries.

Business activities

          Speedus Corp. is a holding company that owns significant equity interests in diverse businesses. We seek business opportunities across all industries for potential transactions and relationships in which we can apply our current resources and management strengths. The companies that we target, either public or privately held, will be seeking growth or restructuring capital to pursue near term business objectives in demonstrated markets. We will continue to pursue opportunities involving our expertise in the medical device and wireless markets as well as those areas involving our broadband assets as attractive opportunities present themselves.

          We have co-invested with Siemens Corporate Research, Inc., a subsidiary of Siemens Corporation, in Zargis Medical Corp. to develop advanced diagnostic decision support products and services for primary care physicians, pediatricians, cardiologists and other healthcare professionals. Zargis Acoustic Cardioscan (ZAC), Zargis’ core product, is the first and only FDA-authorized computer-assisted medical device designed to support physicians in analyzing heart sounds for the identification of suspected murmurs—which are a potential sign of heart disease. We own 90% of F&B Güdtfood Holding Corp., the creator and operator of the original Eurocentric “chic and quick” café, which, as of December 31, 2007, is operating one store in Manhattan. In 2005, we conceived Wibiki, a new software-based initiative that leverages existing Wi-Fi infrastructures to reduce cost and  complexity for users. Wibiki’s business model will employ a user opt-in advertising service we call AdChooser to generate revenues that keep Wibiki services free to users. We own a portfolio of patents that allow for high-speed wireless communications. We also own fixed wireless spectrum in the New York City metropolitan area that we may commercialize in the future to support high-speed, or broadband, Internet access service.

2. Summary of Significant Accounting Policies

Financial statements and principles of consolidation

          The consolidated financial statements include the accounts of Speedus and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

          Companies in which Speedus directly or indirectly owns more than 50% of the outstanding voting securities or that Speedus has effective control over are accounted for under the consolidation method of accounting. Under this method, those companies’ balance sheets and results of operations, from the date Speedus acquired control, are included in Speedus’ consolidated financial statements. The interest in the net assets and operations of these companies’ other stockholders is reflected in the caption ‘Minority interest’ in Speedus’ consolidated balance sheet and statements of operations. Through the year ended December 31, 2007, F&B Güdtfood and Zargis Medical continued to generate losses which, during 2005, reduced the minority interest balance to zero. As result, the Company is consolidating 100% of the losses for these entities and continues to fund their operations with intercompany loans or additional investment, which are eliminated in consolidation.

          Companies in which Speedus owns less than 20% of the outstanding voting securities and does not have the ability to exercise significant influence are accounted for under the cost method of accounting.

Estimates

          The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of operating revenues and expenses during the reporting periods. Significant estimates and assumptions include the adeqacy of the calculations related to stock based compensation, other than temporary impairmant of investments and the realizable value of assets held for sale. Actual results could differ from those estimates.

Cash and Cash Equivalents

          The Company considers all highly liquid interest earning investments with original maturities of three months or less to be cash equivalents. At December 31, 2007 and 2006, cash equivalents consisted of money market funds.

36



Marketable Securities

          All marketable securities are defined as trading securities under the provisions of Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” At December 31, 2007 and 2006, marketable securities consisted of publicly traded equity securities which were recorded at fair market value. Their original cost was $489,000 and $887,000, unrealized losses since acquisition were $397,000 and $533,000 and the carrying value was $92,000 and $354,000, respectively. At December 31, 2007, based upon the fair market value of these securities, 100% was invested in technology companies.

Other investments

          The Company has invested in equity and debt instruments of non-publicly held companies and accounts for them under the cost method since the Company does not have the ability to exercise significant influence over operations. The Company monitors these investments for other than temporary impairment by considering current factors including economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, and records reductions in carrying values when necessary. The Company does not believe there has been any impairment of other investments at December 31, 2007.

          Other investments consist of:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 


 

 

 

2007

 

2006

 

 

 


 


 

(a) 791,667 shares of preferred stock of a non-publicly held cardiovascular technology company, recorded at cost in the amount of $300,000. In connection with this investment, the Company also received warrants to purchase 375,000 shares of common stock at $.40 per share. This investment was acquired in 2004.

 

$

300,000

 

$

300,000

 

 

 

 

 

 

 

 

 

(b) an investment in an entity specifically formed to invest in convertible preferred stock in a non-publicly held online and directory assistance company, recorded at cost in the amount of $250,000. The preferred stock is convertible into shares of common stock at a conversion price equal to 50% of the price of the common stock in an initial public offering. This investment was acquired in 2005.

 

 

250,000

 

 

250,000

 

 

 

 

 

 

 

 

 

(c) an investment in an entity specifically formed to invest in a senior third-party note of a non-publicly held online and directory assistance company, recorded at cost in the amount of $250,000. The note is convertible into shares of common stock at a conversion price equal to the price of the common stock in an initial public offering. This investment was acquired in 2005.

 

 

250,000

 

 

250,000

 

 

 



 



 

 

 

$

800,000

 

$

800,000

 

 

 



 



 

Securities sold and not purchased

          The Company has in the past and may in the future sell publicly traded equity securities it does not own in anticipation of declines in the fair market values of the securities. When the Company effects such transactions, it must borrow the securities it sold in order to deliver them and settle the trades. The amounts shown on the balance sheet as ‘Securities sold and not purchased’ represent the value of these securities at fair market value. At December 31, 2007 and 2006, there were no securities sold and not purchased.

Concentrations of Credit Risk

          Financial instruments that potentially could subject the Company to concentrations of credit risk consist largely of cash equivalents and marketable securities. These instruments are potentially subject to concentrations of credit risk but the Company believes that this risk is limited due to diversification and investments being made in investment grade securities.

          The Company has in the past and may in the future sell publicly traded equity securities that it does not own in anticipation of declines in the fair market values of the securities. When the Company sells securities that it does not own, it must borrow the securities it sold in order to deliver them and settle the trades. Thereafter, the Company must buy the

37



securities and deliver them to the lender of the securities. The Company’s potential for loss on these transactions is unlimited since the value of the underlying security can keep increasing which could have a material adverse effect on the Company’s consolidated financial statements.

Property and Equipment

          Office equipment and leasehold improvements are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from three to seven years, but not longer than initial lease terms in the case of leasehold improvements.

          When assets are fully depreciated, it is the Company’s policy to remove the costs and related accumulated depreciation from its books and records.

Long-lived assets

          The Company periodically evaluates the net realizable value of long-lived assets, including fixed and intangible assets, in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, relying on anticipated future cash flows. The Company’s evaluation of anticipated future cash flows considers operating results, business plans and economic projections, as well as, non-financial data such as market trends, product and development cycles, and changes in management’s market emphasis. An impairment in the carrying value of an asset is recognized when the expected future operating cash flows derived from the asset are less than its carrying value.

          During December 2007, the Company closed one of its F&B Restaurant stores as a result of continued losses. At December 31, 2007, based upon an offer to purchase the leasehold estate, the Company recorded a loss in the amount of $71,000 representing the difference between the carrying value of the leasehold estate and the estimated net proceeds to be received by the Company in the amount of $342,000 which has been recorded as assets held for sale.

Revenue Recognition

          Revenues from F&B Güdtfood’s operations are recorded on a cash basis.

Income Taxes

          As required by Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” the Company is required to provide for deferred tax assets or liabilities arising due to temporary differences between the book and tax basis of the Company’s assets and liabilities.

          As of December 31, 2007, the Company has a deferred tax asset of approximately $46.7 million, relating primarily to operating losses. An offsetting valuation allowance of $46.7 million has been established as the Company had no ability to carryback its losses and a limited earnings history. During 2005, the Company recorded a benefit from income taxes in the amount of $322,000 as a result of a tax refund from the filing of amended tax returns.

          A reconciliation of the Company’s effective income tax rate and the federal tax rate is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 


 

 

 

2007

 

2006

 

2005

 

 

 


 


 


 

Statutory rate

 

 

(34

)%

 

(34

)%

 

(34

)%

Benefit from tax refund

 

 

%

 

%

 

(6

)%

Permanent difference: goodwill impairment

 

 

%

 

%

 

%

State and local income taxes, net of federal benefit

 

 

(11

)%

 

(10

)%

 

(10

)%

Change in valuation allowance

 

 

45

%

 

44

%

 

44

%

 

 



 



 



 

Effective rate

 

 

0

%

 

0

%

 

(6

)%

 

 



 



 



 

          At December 31, 2007, the Company had net operating loss carryforwards of approximately $98.6 million which expire between 2015 and 2027. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s stock ownership may result in a limitation on the amounts of net operating loss carryforwards which can be utilized in future years.

Effective January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109”. FIN 48 prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of the date of adoption, there were no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months from the date of adoption of FIN 48 or from December 31, 2007. As of December 31, 2007, the only tax jurisdictions to which the Company is subject are the United States and several states where the Company operates. Open tax years relate to years in which unused net operating losses were generated. Thus, upon adoption of FIN 48, the Company’s open tax years extend back to 1996. In the event that the Company concludes that it is subject to interest and/or penalties arising from uncertain tax positions, the Company will present interest and penalties as a component of income taxes. No amounts of interest or penalties were recognized in the Company’s Consolidated Balance Sheet or Consolidated Statement of Operations as of and for the year ended December 31, 2007 upon adoption of FIN 48.

Earnings Per Share

          Basic and diluted earnings/(loss) per common share are determined in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share”.

          For the years ended December 31, 2007, 2006 and 2005, outstanding stock options and warrants in the weighted average amounts of 544,000, 471,000 and 459,000, respectively, have been excluded from the diluted loss per share since their effect would be antidilutive.

Stock Options

          Prior to January 1, 2006, the Company accounted for its employee stock options in accordance with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, as amended, which defines a

38



“fair value method” of measuring and accounting for compensation expense from employee stock options. FASB 123 also allowed accounting for such options under the “intrinsic value method” in accordance with Accounting Principles Board No. 25, “Accounting for Stock Issued to Employees.” The Company elected to use the intrinsic value method and adopted the disclosure only provisions of FASB 123. Under APB 25, generally no compensation cost was recognized in the consolidated statement of operations since stock options were issued with exercise prices equal to the market value of the underlying shares on the grant date. The following table presents pro forma earnings and earnings per share as if the fair value method of accounting was applied during the year ended December 31, 2005:

 

 

 

 

 

Net loss as reported

 

$

(5,467,905

)

After tax effect of pro forma compensation

 

 

(74,000

)

 

 



 

Pro forma net loss

 

$

(5,541,905

)

 

 



 

Loss per common share:

 

 

 

 

Basic and diluted - as reported

 

$

(1.35

)

 

 



 

Basic and diluted - pro forma

 

$

(1.37

)

 

 



 

          The fair value of these awards on the grant date was estimated using a Black-Scholes option pricing model. Key assumptions used in valuing these options included risk-free interest rates between 2-4%, expected lives of three years and volatility factors between 51-65%.

          Effective January 1, 2006, the Company adopted FASB 123R, “Share-Based Payment”, using the modified prospective application method. Under this method, for all unvested awards as of January 1, 2006, the Company records compensation cost based upon the fair value of those awards on the grant date over the remaining service period of each award on a straight line basis. For awards granted after January 1, 2006, the Company records compensation cost based upon the fair value of those awards on the grant date over the service period of each award on a straight line basis. Stock based compensation expense recognized during the years ended December 31, 2007 and 2006 was $170,000 and $673,000, respectively. For the years ended December 31, 2007 and 2006, as a result of adopting FASB 123R, the net loss increased by these amounts and both basic and diluted loss per share increased $0.04 and $0.17, respectively.

          The fair value of the awards on the grant date was estimated using a Black-Scholes option pricing model. Assumptions utilized in the model for both Speedus and Zargis are evaluated and revised, as necessary, to reflect market conditions and experience. Expected volatility between 60% to 145% has been calculated based on the historical volatility of the Company’s stock prior to the grant date. The expected term represents the period of time that options granted are expected to be outstanding and is estimated based on historical option exercise experience ranging between six and seven years. The risk-free interest rates between 4% to 5% is equivalent to the U.S. Treasury yield in effect at the time of grant for the estimated life of the option grant. Estimated forfeiture rates are based on historical experience.

Recent Accounting Pronouncements

          There have been no recent accounting pronouncements which upon future adoption would have an effect on the Company’s results of operations or financial position, except as disclosed below.

          In September 2006, the Financial Accounting Standards Board issued FASB 157, “Fair Value Measurements”. FASB 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In November 2007, the FASB issued proposed FASB Staff Position SFAS 157-a, “Application of FASB Statement No. 157 to FASB Statement No. 13 And Its Related Interpretive Accounting Pronouncements That Address Leasing Transactions.” In December 2007, the FASB issued proposed FASB Staff Position FAS 157-b, “Effective Date of FASB Statement No. 157,” to allow a one-year deferral of adoption of SFAS 157 for nonfinancial assets and nonfinancial liabilities that are recognized at fair value on a nonrecurring basis. The comment deadline for proposed FSP FAS 157-a was January 4, 2008. The comment deadline for FSP FAS 157-b was January 16, 2008. The ultimate outcome of these recent developments is currently unknown. The Company does not expect adoption of FASB No. 157 to have a material effect on its results of operations or financial position.

          In February 2007, the Financial Accounting Standards Board issued FASB No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115,” which permits companies to measure many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the fair value option). Adoption of FASB 159 is optional and it may be adopted beginning in the first quarter of 2007. The Company is currently evaluating the possible impact of adopting FASB No. 159 on our consolidated financial statements.

          In December 2007, the Financial Accounting Standards Board issued FASB No. 141R, “Business Combinations”. FASB 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. FASB 141R also provides guidance for recognizing and measuring the goodwill acquired in the

39



business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FASB 141R will become effective as of the beginning of the Company’s fiscal year beginning after December 15, 2008. The impact that adoption of FASB No. 141R will have on the Company’s consolidated financial statements will depend on the nature, terms and size of business combinations that occur after the effective date.

          In December 2007, the Financial Accounting Standards Board issued FASB No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. FASB 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FASB 160 will become effective as of the beginning of the Company’s fiscal year beginning after December 15, 2008. The Company is currently evaluating the impact that the adoption of FASB No. 160 will have on its consolidated financial condition or results of operations.

3. Property and Equipment

          Property and equipment consists of the following:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 


 

 

 

2007

 

2006

 

 

 


 


 

Leasehold improvements

 

$

88,831

 

$

617,125

 

Office equipment

 

 

74,091

 

 

355,675

 

 

 



 



 

 

 

 

162,922

 

 

972,800

 

Less accumulated depreciation

 

 

(112,353

)

 

(444,972

)

 

 



 



 

Property and equipment

 

$

50,569

 

$

527,828

 

 

 



 



 

          Depreciation expense was $232,000, $169,000 and $146,000 for the years ended December 31, 2007, 2006 and 2005, respectively. Depreciation expense is included in ‘Depreciation and amortization’ on the accompanying Consolidated Statement of Operations and not allocated to ‘Selling, General and Administrative’, ‘Research and Development’ or ‘Cost of Sales’.

4. Stockholders’ Equity

Stock Options

          (a) In November 2005, stockholders approved the Company’s 2005 Stock Incentive Plan to replace the 1995 Stock Incentive Plan which expired in October 2005. While no new grants can be made under the 1995 Plan, options outstanding at the expiration of the 1995 Plan will remain outstanding until exercise, cancellation or expiration. Options available for grant at the expiration of the 1995 Plan have been made available for grant under the 2005 Plan. To the extent that options granted under the 1995 Plan are cancelled or expire, those options would be available for issuance under the 2005 plan. Similar to the 1995 Plan, the 2005 Plan provides for the grant of various stock–based incentives, including non-qualified and incentive stock options, to employees, directors and consultants. The Company has issued new shares for the exercise of stock options and expects to continue to do so in the future.

          See Note 1 for information on the Company’s accounting policy for stock options.

          Aggregate stock option activity and weighted average prices under both Plans for the three years ended December 31, 2007 is summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

2005

 

 

 


 


 


 

 

 

Options

 

Price

 

Options

 

Price

 

Options

 

Price

 

 

 


 


 


 


 


 


 

Outstanding at January 1

 

 

540,365

 

$

8.28

 

 

431,615

 

$

9.28

 

 

444,740

 

$

9.48

 

Granted

 

 

19,550

 

 

3.63

 

 

112,250

 

 

5.08

 

 

52,500

 

 

5.80

 

Exercised

 

 

 

 

 

 

 

 

 

 

(40,625

)

 

4.00

 

Expired

 

 

(7,750

)

 

28.13

 

 

(1,250

)

 

60.00

 

 

 

 

 

Forfeited

 

 

(1,227

)

 

14.33

 

 

(2,250

)

 

5.40

 

 

(25,000

)

 

14.36

 

 

 



 

 

 

 



 

 

 

 



 

 

 

 

Outstanding at December 31

 

 

550,938

 

$

7.84

 

 

540,365

 

$

8.28

 

 

431,615

 

$

9.28

 

 

 



 

 

 

 



 

 

 

 



 

 

 

 

Exercisable at December 31

 

 

536,028

 

$

7.91

 

 

510,809

 

$

8.44

 

 

383,850

 

$

9.72

 

 

 



 

 

 

 



 

 

 

 



 

 

 

 

Available for grant at December 31

 

 

173,019

 

 

 

 

 

183,592

 

 

 

 

 

292,342

 

 

 

 

 

 



 

 

 

 



 

 

 

 



 

 

 

 

Weighted average fair value per share of grants during year

 

 

 

 

$

2.71

 

 

 

 

$

4.60

 

 

 

 

$

2.72

 

 

 

 

 

 



 

 

 

 



 

 

 

 



 

          Stock options generally have ten year term; however, 2,050 options granted in 2007 have five year terms. 12,050 options granted in 2007, are immediately exercisable. 7,500 options granted in 2007 vest over a two year term.

40



           At December 31, 2007, there was $64,000 of unrecognized compensation cost related to outstanding stock options that is expected to be recognized over a weighted average period of 0.8 years.

          The following table aggregates certain information concerning currently outstanding and exercisable stock options under both Plans at December 31, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options outstanding

 

Stock options exercisable

 

 

 

 


 


 

Range of
exercise prices

 

Options

 

Weighted
average
remaining
life (years)

 

Weighted
average
exercise
price

 

Aggregate
intrinsic
value

 

Options

 

Weighted
average
exercise
price

 

Aggregate
intrinsic
value

 


 


 


 


 


 


 


 


 

$

3.30 - 4.00

 

 

107,896

 

 

3.9

 

$

3.76

 

$

 

 

107,896

 

$

3.76

 

$

 

 

4.28 - 8.32

 

 

299,550

 

 

6.8

 

 

5.24

 

 

 

 

284,640

 

 

5.22

 

 

 

 

9.08 - 19.36

 

 

140,875

 

 

1.8

 

 

15.65

 

 

 

 

140,875

 

 

15.65

 

 

 

 

20.80 - 21.36

 

 

117

 

 

1.4

 

 

21.07

 

 

 

 

117

 

 

21.07

 

 

 

 

55.00

 

 

2,500

 

 

2.2

 

 

55.00

 

 

 

 

2,500

 

 

55.00

 

 

 

 

 

 



 



 



 



 



 



 



 

 

 

 

 

550,938

 

 

5.0

 

$

7.84

 

$

 

 

536,028

 

$

7.91

 

$

 

 

 

 



 



 



 



 



 



 



 

          Intrinsic value represents the excess of market value at December 31, 2007 over the exercise price of stock options. The aggregate intrinsic value for stock options outstanding and exercisable at December 31, 2006 and 2005 was $128,000 and $104,000, respectively.

          (b) In February 2002, the Board of Directors of Zargis Medical Corp. approved the Zargis 2002 Stock Option Plan and reserved 280,000 shares of Zargis common stock for issuance under the plan. In May 2007, the Board of Directors reserved an additional 120,000 shares for issuance under the plan. The Zargis 2002 Plan provides for the grant of various stock–based incentives, including non-qualified and incentive stock options, to employees, directors, advisors and consultants. To date, there have been no options exercised under the Zargis 2002 Plan.

          Zargis’ accounting policy for stock options is the same as the Company’s. See Note 1.

          Aggregate stock option activity and weighted average prices under the Zargis 2002 Plan for the three years ended December 31, 2007 is summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

2005

 

 

 


 


 


 

 

 

Options

 

Price

 

Options

 

Price

 

Options

 

Price

 

 

 


 


 


 


 


 


 

Outstanding at January 1

 

 

185,134

 

$

2.54

 

 

180,134

 

$

2.51

 

 

126,134

 

$

1.75

 

Granted

 

 

142,024

 

 

3.50

 

 

50,000

 

 

3.50

 

 

100,000

 

 

3.50

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(17,000

)

 

2.71

 

 

(45,000

)

 

3.50

 

 

(46,000

)

 

2.57

 

 

 



 

 

 

 



 

 

 

 



 

 

 

 

Outstanding at December 31

 

 

310,158

 

$

2.97

 

 

185,134

 

$

2.54

 

 

180,134

 

$

2.51

 

 

 



 

 

 

 



 

 

 

 



 

 

 

 

Exercisable at December 31

 

 

148,134

 

$

2.39

 

 

121,220

 

$

2.15

 

 

78,355

 

$

1.66

 

 

 



 

 

 

 



 

 

 

 



 

 

 

 

Available for grant at December 31

 

 

89,842

 

 

 

 

 

94,886

 

 

 

 

 

99,866

 

 

 

 

 

 



 

 

 

 



 

 

 

 



 

 

 

 

Weighted average fair value per share of grants during year

 

 

 

 

$

2.12

 

 

 

 

$

1.61

 

 

 

 

$

1.61

 

 

 

 

 

 



 

 

 

 



 

 

 

 



 

          Stock options have ten year terms. 16,000 and 126,024 options granted in 2007 vest over two and three year terms, respectively.

          At December 31, 2007, there was $242,000 of unrecognized compensation cost related to outstanding stock options that is expected to be recognized over a weighted average period of 1.9 years.

41



          The following table aggregates certain information concerning currently outstanding and exercisable stock options under the Zargis 2002 Plan at December 31, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options outstanding

 

Stock options exercisable

 

 

 

 


 


 

Range of
exercise prices

 

Options

 

Weighted
average
remaining
life (years)

 

Weighted
average
exercise
price

 

Aggregate
intrinsic
value

 

Options

 

Weighted
average
exercise
price

 

Aggregate
intrinsic
value

 


 


 


 


 


 


 


 


 

$

0.50

 

 

 

30,000

 

 

 

5.0

 

$

0.50

 

$

90,000

 

 

30,000

 

$

0.50

 

$

90,000

 

 

1.75

 

 

 

8,500

 

 

 

4.8

 

 

1.75

 

 

15,000

 

 

8,500

 

 

1.75

 

 

15,000

 

 

2.50

 

 

 

59,634

 

 

 

6.4

 

 

2.50

 

 

60,000

 

 

59,634

 

 

2.50

 

 

60,000

 

 

3.50

 

 

 

212,024

 

 

 

8.6

 

 

3.50

 

 

 

 

50,000

 

 

3.50

 

 

 

 

 

 

 



 




 



 



 



 



 



 

 

 

 

 

 

310,158

 

 

 

7.7

 

$

2.97

 

$

165,000

 

 

148,134

 

$

2.39

 

$

165,000

 

 

 

 

 



 




 



 



 



 



 



 

          Intrinsic value represents the excess of market value at December 31, 2007 over the exercise price of stock options. The aggregate intrinsic value for stock options outstanding and exercisable at December 31, 2006 was $178,000 and $164,000, respectively. The aggregate intrinsic value for stock options outstanding and exercisable at December 31, 2005 was $178,000 and $144,000, respectively.

Zargis Medical

          In October 2007, Zargis and the 3M Company entered into an exclusive multi-year marketing alliance involving Zargis’ heart sound analysis software and 3M Littmann’s next-generation electronic stethoscope. Under the agreement, Zargis will support 3M in its efforts to develop a next-generation stethoscope that will be compatible with Zargis’ heart sound analysis software. In addition, the alliance provides Zargis with a wide-range of marketing and promotional opportunities along with exclusive rights to sell its heart sound analysis software through the global distribution network of the Littmann brand. The agreement grants 3M a 10% minority equity position in Zargis, 5% following the first sale of Zargis’ software through the 3M distribution channel and 5% in the event the agreement is renewed after an initial two year term and certain other conditions are met, and a seat on Zargis’ board of directors.

          Under the provisions of Emerging Issues Task Force No. 96-18, “Accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling, goods and services”, the fair value of the equity interests will be recognized as an expense over a period of time when the requisite conditions are met.

Warrants

          The Company accounts for warrants granted to non-employees under the provisions of Emerging Issues Task Force No. 96-18, “Accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling, goods and services.” The fair value of the warrants at the time of issuance was determined using the Black-Scholes option-pricing model. Expenses are recognized over the service terms. No significant expenses were recognized during the years ended December 31, 2007, 2006 or 2005.

          28,314 warrants with a weighted average exercise price of $55.08 per share outstanding at January 1, 2005 were cancelled during the year ended December 31, 2005. There were no significant warrants issued during the years ended December 31, 2007 or 2006.

Treasury Stock

          During the years ended December 31, 2007, 2006 and 2005, the Company repurchased 413 shares, 37,152 shares and 65,832 shares, respectively, of its own Common Stock.

Stockholder Rights Plan

          On January 11, 2001, the Company’s Board of Directors adopted a stockholder rights plan in which preferred stock purchase rights will be distributed as a dividend at the rate of four rights for each share of the Company’s Common Stock.

          Each right generally will entitle stockholders, in certain circumstances, to buy one one-ten thousandth of a newly issued share of Series A Junior Participating Preferred Stock of the Company at an exercise price of $50.00. The rights generally will be exercisable and transferable apart from the Common Stock only if a person or group acquires beneficial ownership of 17% or more of the Common Stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 17% or more of the Common Stock.

          If any person becomes the beneficial owner of 17% or more of the Company’s Common Stock, then each right not owned by a 17% or more stockholder or certain related parties will entitle its holder to purchase, at the right’s then-current exercise price, shares of Common Stock (or, in certain circumstances as determined by the Board, cash,

42



other property, or other securities) having a value of twice the right’s exercise price. In addition, if, after any person has become a 17% or more stockholder, the Company is involved in a merger or other business combination transaction with 42 another person in which its Common Stock is changed or converted, or sells 50% or more of its assets or earning power to another person, each right will entitle its holder to purchase, at the right’s then-current exercise price, shares of common stock of such other person having a value of twice the right’s exercise price.

          The Company will generally be entitled to redeem the rights at $.01 per right at any time until the tenth day following public disclosure that a person or group has become the beneficial owner of 17% or more of the Company’s common stock. The rights will expire on January 26, 2011.

5. One-for-four Reverse Stock Split

          At its annual meeting of stockholders held on November 20, 2007, the Company received stockholder approval of a proposal authorizing the Company’s Board of Directors, in its discretion, to implement a reverse split of the Company’s issued and outstanding shares, as well as treasury shares, at a ratio not to exceed one-for-six. Thereafter, the Board of Directors approved the one-for-four ratio. The one-for-four reverse split took effect with the open of trading on December 3, 2007. The exercise price and the number of shares of common stock issuable under the Company’s outstanding stock options have been proportionately adjusted to reflect the reverse stock split.

          The Company has retroactively adjusted all share and per share information to reflect the reverse stock split in the consolidated financial statements and notes thereto, as well as throughout the rest of this Form 10-K, for all periods presented.

6. Commitments and Contingencies

Noncancelable Leases

          At December 31, 2007, future minimum lease payments due under noncancelable leases are as follows:

 

 

 

 

 

2008

 

$

307,000

 

2009

 

 

259,000

 

2010

 

 

138,000

 

2011

 

 

109,000

 

2012

 

 

112,000

 

Thereafter

 

 

203,000

 

 

 



 

 

 

$

1,128,000

 

 

 



 

          In addition, in connection with a license agreement to which the Company is a party, a termination payment will be payable by the Company in the amount of $300,000 or $200,000 if the license agreement is terminated by the Company before September 2009 or September 2011, respectively.

          Rent expense was approximately $513,000, $569,000 and $496,000 for the years ended December 31, 2007, 2006 and 2005, respectively.

Indemnification

          As permitted under Delaware law, the Company’s Certificate of Incorporation and By-Laws provide circumstances by which the Company shall indemnify each director, officer, employee or agent of the Company. The maximum potential exposure under these provisions is unlimited; however, the Company has an Officers and Directors insurance policy that limits its exposure and enables it to recover a portion of any amounts paid. The Company has not provided for any potential exposure under these provisions at December 31, 2007.

7. Legal Proceedings

          On May 11, 2006, the Company filed two separate complaints against Cellco Partnership (d/b/a Verizon Wireless) in United States District Court in the Southern District of Florida, in which the Company asserts that Verizon Wireless is infringing two patents. Verizon Wireless is a joint venture of Verizon Communications Inc. and Vodafone Group PLC. In May 2007, the Company reached a mutual agreement with Verizon Wireless leading to the dismissal of the two separate complaints that the Company filed against Verizon Wireless. No financial consideration was paid or received by either party.

          On June 2, 2006, the Company filed two separate complaints against Alltel Corp. in United States District Court in the Southern District of Florida, in which the Company asserts that Alltel is infringing two patents. In an amended complaint, the Company asserted claims for infringement against Alltel Communications, Inc. and Alltel Wireless Holdings, Inc., in addition to Alltel Corp. In  April  2007, the case was transferred to United States District Court for the Eastern District of Arkansas. In November 2007, one of the complaints was dismissed with prejudice. A claim interpretation hearing was held on February 22, 2008, however, no order has been entered interpreting the claim at issue. The Court has set the matter for trial during the two-week period commencing on July 18, 2008. A separate lawsuit was commenced in

43



October 2006 against All Wireless, LLC, a Florida company, in United States District Court in the Middle District of Florida, alleging infringement. The All Wireless litigation has been stayed pending the completion of the claim construction process in the Alltel litigation.

8. Business Segment Information

          The following table sets forth the Company’s financial performance by reportable operating segment for the years ended December 31, 2007, 2006 and 2005.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2007

 

 

 


 

 

F&B

 

Zargis

 

Wibiki

 

Corporate
and other

 

Totals

 

 

 


 


 


 


 


 

Revenues from external customers

 

$

722,213

 

$

11,000

 

$

 

$

 

$

733,213

 

Depreciation and amortization

 

 

203,107

 

 

11,786

 

 

 

 

50,741

 

 

265,634

 

Operating loss

 

 

(922,957

)

 

(1,909,911

)

 

(471,817

)

 

(1,966,056

)

 

(5,270,741

)

Investment income/(loss)

 

 

1,690

 

 

 

 

 

 

851,001

 

 

852,691

 

Other intangible assets

 

 

 

 

 

 

 

 

 

 

 

Fixed assets

 

 

28,649

 

 

21,920

 

 

 

 

 

 

50,569

 

Total assets

 

 

473,078

 

 

125,095

 

 

 

 

12,691,394

 

 

13,289,567

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2006

 

 

 


 

 

F&B

 

Zargis

 

Wibiki

 

Corporate
and other

 

Totals

 

 

 


 


 


 


 


 

Revenues from external customers

 

$

834,754

 

$

11,250

 

$

 

$

338

 

$

846,342

 

Depreciation and amortization

 

 

135,538

 

 

13,270

 

 

 

 

608,745

 

 

757,553

 

Operating loss

 

 

(841,216

)

 

(1,641,052

)

 

(709,833

)

 

(3,023,735

)

 

(6,215,836

)

Investment income/(loss)

 

 

1,523

 

 

62

 

 

 

 

599,056

 

 

600,641

 

Other intangible assets

 

 

 

 

34,116

 

 

 

 

 

 

34,116

 

Fixed assets

 

 

490,111

 

 

21,092

 

 

 

 

16,625

 

 

527,828

 

Total assets

 

 

650,750

 

 

231,939

 

 

 

 

16,253,074

 

 

17,135,763

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2005

 

 

 


 

 

F&B

 

Zargis

 

Wibiki

 

Corporate
and other

 

Totals

 

 

 


 


 


 


 


 

Revenues from external customers

 

$

1,037,703

 

$

 

$

 

$

640

 

$

1,038,343

 

Depreciation and amortization

 

 

111,863

 

 

13,986

 

 

 

 

814,834

 

 

940,683

 

Operating loss

 

 

(685,062

)

 

(1,739,639

)

 

(835,728

)

 

(2,635,912

)

 

(5,896,341

)

Investment income/(loss)

 

 

1,231

 

 

83

 

 

 

 

(53,711

)

 

(52,397

)

Other intangible assets

 

 

 

 

210,143

 

 

 

 

412,768

 

 

622,911

 

Fixed assets

 

 

372,165

 

 

17,462

 

 

 

 

36,574

 

 

426,201

 

Total assets

549,410

450,007

21,461,060

22,460,477

          The Company has no foreign operations. During the years ended December 31, 2007, 2006 and 2005, the Company did not have sales to any individual customer greater than 10% of total Company revenues. The Company’s accounting policies for segments are the same as those described in Note 2.

44



9. Selected Quarterly Data (unaudited)

          Quarterly financial information is summarized in the table below (amounts in thousands, except per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2007

 

 

 


 

 

 

First Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

 

 

 


 


 


 


 

Revenues

 

$

173

 

$

213

 

$

191

 

$

156

 

Selling, general and administrative expenses

 

 

1,110

 

 

810

 

 

885

 

 

1,023

 

Research and development

 

 

354

 

 

381

 

 

525

 

 

353

 

Cost of sales

 

 

64

 

 

77

 

 

90

 

 

66

 

Operating loss

 

 

(1,407

)

 

(1,108

)

 

(1,359

)

 

(1,397

)

Investment income/(loss)

 

 

197

 

 

513

 

 

153

 

 

(10

)

Net loss

 

$

(1,210

)

$

(595

)

$

(1,207

)

$

(1,406

)

Per share (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.30

)

$

(0.15

)

$

(0.30

)

$

(0.35

)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2006

 

 

 


 

 

 

First Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

 

 

 


 


 


 


 

Revenues

 

$

219

 

$

209

 

$

210

 

$

208

 

Selling, general and administrative expenses

 

 

863

 

 

1,599

 

 

699

 

 

1,159

 

Research and development

 

 

457

 

 

445

 

 

482

 

 

294

 

Cost of sales

 

 

66

 

 

93

 

 

71

 

 

77

 

Operating loss

 

 

(1,407

)

 

(2,133

)

 

(1,216

)

 

(1,460

)

Investment income/(loss)

 

 

114

 

 

(78

)

 

232

 

 

333

 

Net loss

 

$

(1,293

)

$

(2,211

)

$

(984

)

$

(1,127

)

Per share (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.32

)

$

(0.55

)

$

(0.25

)

$

(0.28

)


 

 

 

 

(1) Earnings per share is computed separately for each period. Therefore, the sum of the quarterly per share amounts may differ from the total for the year.

10. Subsequent Event

           In March 2008, the Company invested $1,000,000 for a controlling equity interest in a new company that was formed to acquire the technology, assets and some of the operations of a developer and marketer of ultra-high speed storage systems for server networks and other applications.

45



SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on March 31, 2008.

 

 

 

SPEEDUS CORP.

 

 

 

/s/ Shant S. Hovnanian

 


 

Shant S. Hovnanian

 

President, Chief Executive Officer and

 

Chairman of the Board of Directors

          Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

 

 

 

 

Signature

 

Title

Date


 



 

 

 

 

/s/ Shant S. Hovnanian

 

Chairman of the Board of Directors,

March 31, 2008


 

President and Chief Executive Officer

 

Shant S. Hovnanian

 

 

 

 

 

 

 

/s/ Thomas M. Finn

 

Treasurer and Chief Financial and

March 31, 2008


 

Accounting Officer

 

Thomas M. Finn

 

 

 

 

 

 

 

/s/ Vahak S. Hovnanian

 

Director

March 31, 2008


 

 

 

Vahak S. Hovnanian

 

 

 

 

 

 

 

/s/ William F. Leimkuhler

 

Director

March 31, 2008


 

 

 

William F. Leimkuhler

 

 

 

 

 

 

 

/s/ Jeffrey Najarian

 

Director

March 31, 2008


 

 

 

Jeffrey Najarian

 

 

 

 

 

 

 

/s/ Christopher Vizas

 

Director

March 31, 2008


 

 

 

Christopher Vizas

 

 

 

46


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M7'5FLYG%G9FE-FLR;(BL/+>MW2(-8`````K,1OUIBE.NT?DJ9:-]G)V2RPP]2\<5*'2:I(E(CM2:4U'E.K)MYQDV9*#6E)DW>6B[=4E;A[TB MW]EF0@VR%I6A*TF2DJ(C2HCM(R/+:1@/H```/BS62%&@B4LB.ZDSL(S[!6Y0 M&-8Q/BMM\J;/C0BJ+TMUF++8-TXJF68W*%[U1DN^E7V1Y;+=]V#2`\4KK&1. M*+/<93&I$IY,0C69YU#IP>7&XH[;MPBM;L(K;L.FA*E&7UE)*TR[`"\`````9;$.(\046H.R5Q8TB@LQ),EU+:G" MEHY,RIW.*M+-W%J(FR3NVG;:>4B"ND8[J[,J32SCQU5.&T[+?<*^3"F&8S4@ MTIWUXEF;Q(M,[,EZSZH"PHN*:O4,4*B/Q2AT=^$B72UN-J-R3:3:G%I=0XIM M)(SETVU))?9*T@&J`````4N+9V(H-)7*H345Z2S:M;4LW")Q*2R--YLC/..* ML2DSR%VCW`%#4^L1^G\HE.Q$JA-/OP4M$9YTI4=C/&:E6WRVV M$";U@2(+S].E-MIFP7'3J$Y+;JXS41AMEU.P5DA2I!(.TTKWQD2;#*PBMWV0+_"\JLRJ.V_5SC*F*6X5 M^&EQ#*D)6:4*2EU2U;Y)6[H"U``````````````````````````````````` M```'Y-B__P!Y*1^I/5V?5/@?E5^M_N^-\MT!RA?#"\IY2)ZM\0]6D?#_`/2^ M9_I9T!%P]_[L4[X]\/B>J_ICU)7D_P!SS7[X#]H`````?G_7=^CF_CGKL?\` M3GKGA'N_N?\`%=`4U.^(4SPO48_Q7<]0=^(_Z[_Z=X!'A?!__,/#5Y+P?4D? M%/\`1>9_H^21Y3X1\.;_P#R.W_I M[H"VZI/A-8]0^,3OAODO*]G_`&?NV`-R`````_'*W_[P5'X_Z@KUG]->IN^7 M_=[7[]X!XD_`2\KY9[ROQ#X>WZS_`*;Q_P"E<`;_``]\:D>M?S?6_(_R_A_] M#M_,`TX````#\RZ]OA%'_4?KW_\`+^L>27X?R>+\H"*_Z_/\AZG(]=]6]0:W M?]7Y_P#I@.,OU!/EO"J'A^O>#'^+?Z?S_P"[FP'ZXWY-.YN%X.Y\WR`/H``` M*K%GZ8JWK7JC_P`/];\F?J_]3Q?E`?C>&_T3"^->',_4'KWJ['E?_P!9Y[Y+ M`&YHGZRJ7@^#-\GY/PFO4OZOM/[UT!LZ%\$I^YZLUX.YX!;@":`````````` 1```````````````````__]D_ ` end EX-23.1 3 d73968_ex23-1.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP

Exhibit 23.1

CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos.
333-53517 and 333-45730) and Form S-8 (File No. 333-141852) of Speedus Corp. of our report dated March 27, 2008 relating to the financial statements, which appears in this Form 10-K.

 

PricewaterhouseCoopers LLP

New York, New York

March 27, 2008



EX-31.1 4 d73968_ex31-1.htm RULE 13A-14(A)/15D-14(A) CERTIFICATION

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Shant S. Hovnanian, certify that:

1. I have reviewed this annual report on Form 10-K of Speedus Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

 

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

 

 

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:

March 31, 2008

 

 

By:

/s/ Shant S. Hovnanian

 


Name:

Shant S. Hovnanian

Title:

Chairman of the Board, President and Chief Executive Officer

2


EX-31.2 5 d73968_ex31-2.htm RULE 13A-14(A)/15D-14(A) CERTIFICATION

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas M. Finn, certify that:

1. I have reviewed this annual report on Form 10-K of Speedus Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

 

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

 

 

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


 

 

Date:

March 31, 2008

 

 

By:

/s/ Thomas M. Finn

 


Name:

Thomas M. Finn

Title:

Treasurer and Chief Financial Officer


3


EX-32.1 6 d73968_ex32-1.htm SECTION 1350 CERTIFICATION

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Annual Report of Speedus Corp. (the “Company”) on Form 10-K for the period ending December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shant S. Hovnanian, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or15(d) of the Securities Exchange of 1934, amended; and

 

 

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 

 

 

Date:

 

March 31, 2008

 

 

 

By:

 

/s/ Shant S. Hovnanian

 

 


Name:

 

Shant S. Hovnanian

Title:

 

Chairman of the Board, President and Chief Executive Officer

4


EX-32.2 7 d73968_ex32-2.htm SECTION 1350 CERTIFICATION

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Annual Report of Speedus Corp. (the “Company”) on Form 10-K for the period ending December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas M. Finn, Treasurer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or15(d) of the Securities Exchange of 1934, amended; and

 

 

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 

 

 

Date:

 

March 31, 2008

 

 

 

By:

 

/s/ Thomas M. Finn

 

 


Name:

 

Thomas M. Finn

Title:

 

Treasurer and Chief Financial Officer

5


EX-99.1 8 d73968_ex99-1.htm ADDITIONAL EXHIBITS


FOR IMMEDIATE RELEASE

NR08-06

 

DYNEGY COMPLETES SALE OF CALCASIEU PEAKING PLANT

 

HOUSTON (April 1, 2008) – Dynegy Inc. (NYSE: DYN) today announced that it has completed the sale of the Calcasieu Power Generation Facility, a peaking plant in Sulphur, Louisiana, to Entergy Gulf States Louisiana, L.L.C. for approximately $57 million. Dynegy does not expect any accounting gains or losses on the transaction.

The sale of the Calcasieu facility (322-megawatt summer capacity rating/351-megawatt winter capacity rating) was agreed to in January 2007 and recently received the final requisite approvals by various federal and state agencies.

Dynegy Inc. produces and sells electric energy, capacity and ancillary services in key U.S. markets. The company’s power generation portfolio consists of more than 19,000 megawatts of baseload, intermediate and peaking power plants fueled by a mix of coal, fuel oil and natural gas. DYNC

###

 

 

 

 

 

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-----END PRIVACY-ENHANCED MESSAGE-----