Shivers Resigns from Marlin
SEC Filing today:
On December 20, 2006, Gary R. Shivers resigned as President and as a director of Marlin Business Services Corp. (the “Company”). Also on December 20, 2006, George D. Pelose, the Company's current Executive Vice President, General Counsel and Secretary, was appointed as Chief Operating Officer with responsibility for the Company's lease financing business, and Lynne Wilson, the Company's Chief Financial Officer, has assumed additional responsibility for the Company's Factoring business unit. Daniel P. Dyer, the Company's Chief Executive Officer, will assume the title of President.
In connection with the resignation of Mr. Shivers, the Company and Mr. Shivers have entered into a Separation Agreement, dated December 20, 2006 (the “Separation Agreement”). Under the Separation Agreement, Mr. Shivers' employment with the Company will terminate on January 31, 2007 (the “Separation Date”). The Separation Agreement provides for the resolution of all matters with respect to Mr. Shivers' employment, including all obligations to Mr. Shivers under his Employment Agreement with the Company, dated as of October 14, 2003 (the “Employment Agreement”), with respect to his outstanding restricted stock and options to purchase shares of common stock of the Company and with respect to any other amounts or benefits payable to Mr. Shivers pursuant to the Employment Agreement or otherwise.
The Separation Agreement provides for the payment to Mr. Shivers of a lump sum of $365,500.00 on August 1, 2007, and bi-weekly payments thereafter of $28,810.59 until the 18 month anniversary of the Separation Date, in satisfaction of all obligations under the Employment Agreement, and in recognition that a material portion is in consideration of Mr. Shivers' confidentiality, non-competition and non-solicitation obligations, and a release of claims by Mr. Shivers. In addition, Mr. Shivers will receive (i) two payments of $5,831.68, and one payment of $1,935.46 for reimbursements of premiums for disability and life insurance, respectively, and (ii) payment of, or reimbursement for, the employer portion of monthly premiums for healthcare, dental, vision and prescription drug coverage for a period of 24 months following the Separation Date.
The Separation Agreement further provides that upon his termination of employment, 18,365 unvested restricted shares and unvested options to purchase 35,501 shares of common stock, will become vested on the Separation Date. Options to purchase 138,390 shares will remain exercisable by Mr. Shivers for 90 days following the Separation Date, and options to purchase 45,191 shares will remain exercisable for two years following the Separation Date.
Mr. Shivers is subject to confidentiality provisions, an 18 month non-competition period, and a 24 month non-solicitation and no-hire period under the Separation Agreement.
The Company estimates that the actions announced today will result in a one-time after tax charge in the fourth quarter of 2006 of approximately $880,000.
A copy of the Separation Agreement is attached hereto as Exhibit 10.1.
The Company has not amended or modified the current compensation arrangements with Mr. Pelose, Ms. Wilson or Mr. Dyer as a result of the management realignment announced today.
Mr. Pelose's current Employment Agreement, dated as of October 14, 2003 (as amended), will remain in effect upon his appointment to the position of Chief Operating Officer. Under his Employment Agreement, which runs through November 2008, Mr. Pelose is paid an annual base salary of $275,000 and has a target bonus of 70% of base salary. Mr. Pelose's Employment Agreement was previously filed with the Securities and Exchange Commission by the Company on October 14, 2003 as Exhibit 10.6 to its Registration Statement on Form S-1, and an amendment to Mr. Pelose's Employment Agreement was previously filed with the Securities and Exchange Commission by the Company on May 25, 2006 as an Exhibit to Form 8-K.
George D. Pelose has been our Executive Vice President, General Counsel and Secretary since July 1999. Prior to that, from 1997 to 1999, Mr. Pelose was an attorney with Merrill Lynch Asset Management, providing legal and transactional advice to a portfolio management team that invested principally in bank loans and high-yield debt securities. From 1994 to 1997, Mr. Pelose was an associate at Morgan, Lewis & Bockius LLP in the firm's Business & Finance section where he worked on a variety of corporate transactions, including financings, mergers, acquisitions, private placements and public offerings. From 1991 to 1994, Mr. Pelose attended law school. From 1986 to 1991, Mr. Pelose was a corporate loan officer in the commercial lending division of PNC Bank. Mr. Pelose received both his undergraduate degree in economics and his law degree from the University of Pennsylvania, both with honors. Mr. Pelose is licensed to practice law in New Jersey and Pennsylvania.
Filed today SEC: Document Type: (8-K)
Filing Date: 12/21/2006
Event Date: 12/20/2006
### Press Release #############################3
Marlin Business Services Corp. Announces Management Realignment
Company Release - 12/21/2006 07:30
MT. LAUREL, N.J., Dec. 21 /PRNewswire-FirstCall/ -- Marlin Business Services Corp. (Nasdaq: MRLN) today announced the resignation of President Gary Shivers. Mr. Shivers' resignation as an officer and director of Marlin is effective as of December 20, 2006, but he will remain employed by the Company through January 31, 2007 to ensure a smooth transition. Mr. Shivers, who served as Marlin's President since co-founding the Company in 1997, commented, "I have enjoyed the time that I have spent at Marlin, working hard with the employees and the other members of the management team to help Marlin grow from a small, privately held start-up to a publicly traded financial services company. This was a difficult decision for me, but I believe this is the right time for me to step away from Marlin so I can pursue my outside interests. With the new product launches, I believe Marlin is positioned for continued success. It has been a privilege to be part of the Marlin team."
"The Company also is pleased to announce expanded roles for other members of the senior management team", said Chief Executive Officer Daniel P. Dyer. "George Pelose, in his expanded role of Chief Operating Officer, will now take responsibility for overseeing all aspects of the Company's lease financing business. In addition, Lynne Wilson, Marlin's Chief Financial Officer, will assume additional reporting responsibility for our new Factoring business unit. I believe these changes provide the organizational alignment needed to optimize the leasing business and to generate meaningful results for the Factoring business."
George Pelose, who is also the Company's General Counsel, has been an integral part of the senior management team since joining Marlin in 1999 and has played important roles in many aspects of the Company's business. As Marlin's COO, Mr. Pelose will add the leasing Sales and Credit functions to his existing reporting lines, which include Collections, Customer Service, Asset Management, Insurance and Legal.
In addition to the new Factoring business line, Lynne Wilson will remain responsible for all accounting, treasury and financial analysis and reporting aspects of the business. She will also assume reporting responsibility for the Human Resources department. Dan Dyer, George Pelose and Lynne Wilson will continue to serve as members of the Company's Office of the Chairman.
"I'd like to take this opportunity to personally thank Gary for all his contributions to Marlin and his years of effort and dedication toward Marlin's success. We will certainly miss Gary, and we wish him all the best. I am extremely confident that our management team, dedicated employee base and new organizational structure will drive the continued success of Marlin's core leasing business and will lead the charge into the new Business Capital Loan and Factoring product lines."
About Marlin Business Services Corp.
Marlin Business Services Corp. is a nationwide provider of equipment leasing solutions primarily to small businesses. The Company's principal operating subsidiary, Marlin Leasing Corporation, finances over 60 equipment categories in a segment of the market generally referred to as "small-ticket" leasing (i.e. leasing transactions less than $250,000). The Company was founded in 1997 and completed its initial public offering of common stock on November 12, 2003. In addition to its executive offices in Mount Laurel, NJ, Marlin has regional offices in or near Atlanta, Chicago, Denver, Philadelphia and Salt Lake City. For more information, visit http://www.marlincorp.com or call toll-free at (888) 479-9111.
#### Press Release ####################################