<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Grand Adventures Tour & Travel Publishing Corporation
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
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(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
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(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE FILING
FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):
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(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
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<PAGE>
(5) TOTAL FEE PAID:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[GATT logo]
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 8, 1998
To the Shareholders:
The Annual Meeting of Shareholders of Grand Adventures Tour & Travel
Publishing Corporation, an Oregon corporation, will be held at the offices of
the Company, 211 East 7th Street, 11th Floor, Austin, Texas 78701 on
Wednesday, July 8, 1998 at 10:00 a.m., local time, for the following purposes:
1. To elect four directors; and
2. To transact such other business as may properly come before the meeting
and all adjournments thereof.
The Board of Directors has fixed the close of business on April 29,
1998, as the record date for the determination of the shareholders entitled
to notice of, and to vote at, the Annual Meeting and all adjournments thereof.
By order of the Board of Directors,
MATTHEW O'HAYER
Chief Executive Officer
June ___, 1998
EVEN IF YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED RETURN ENVELOPE, WHICH
DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. SHAREHOLDERS WHO
ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.
<PAGE>
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of
Grand Adventures Tour & Travel Publishing Corporation (the "Company") for use
at the Annual Meeting of its shareholders to be held July 8, 1998 at 10:00
a.m. at the offices of the Company, 200 East 7th Street, 11th Floor, Austin,
Texas 78701. If the proxy is executed and returned to the Company, it
nevertheless may be revoked at any time before it is exercised either by
written notice to the Secretary of the Company or by attending the meeting
and voting in person. If no contrary instructions are indicated on the
proxy, the proxy will be voted for the election of the nominees herein as
directors and for the proposal to ratify the selection of Anderson, Anderson
& Strong, as the Company's auditors for the 1998 fiscal year. If matters
other than those mentioned herein properly come before the meeting, the proxy
will be voted by the persons named therein in a manner that they consider to
be in the best interests of the Company.
Although the Company was incorporated in Oregon in 1983, it did not
begin operations as a provider of travel services and publisher of travel
information until October, 1996. The Company's executive offices are located
at 200 East 7th Street, 11th Floor, Austin, Texas 78701. This Proxy
Statement and the accompanying form of proxy are first being sent to
shareholders on or about June 15, 1998.
VOTING SECURITIES
The holders of record of the Company's Common Stock, par value $.0001
per share, as of the close of business on April 29, 1998, will be entitled to
vote, either in person or by proxy, at the Annual Meeting and all
adjournments thereof. At the close of business on April 15, 1998,
3,021,412 shares were issued and outstanding. A majority of the
outstanding shares of Common Stock, present in person or by proxy, will
constitute a quorum for the transaction of business at the Annual Meeting.
Each share is entitled to one vote per share on all matters to be submitted
to the vote of the shareholders. The Board knows of no matters other than
the election of directors to be presented for consideration at the Annual
Meeting.
The affirmative vote of the holders of a majority of the shares entitled
to vote which are present in person or represented by proxy at the 1998
Annual Meeting is required to elect directors and act on any other matters
properly brought before the meeting. If more persons than the number of
directors positions to be filled receive the affirmative vote of a majority
of shares entitled to vote at the meeting, then the number of persons up to
the number of directorships to be filled, who receive the most votes, or a
"plurality," will be elected as directors.
Shares represented by proxies which are marked "withhold authority" with
respect to the election of any one or more nominees for election as
directors, and proxies which are marked to deny discretionary authority on
other matters, will be counted for the purpose of determining the number of
shares represented by proxy at the meeting. Such proxies will thus have the
same effect as if the shares represented thereby were voted against such
nominee or nominees, and against such other matters, respectively. If a
broker indicates on the proxy that it does not have discretionary authority
to vote on a particular matter, such shares will not be considered present
and entitled to vote with respect to that matter.
If the proxy is signed and returned without any direction given, shares
will be voted for the election of the Board's slate of nominees.
-1-
<PAGE>
HOLDINGS OF PRINCIPAL SHAREHOLDER AND MANAGEMENT
The table below indicates certain information as of May 29, 1998,
regarding beneficial ownership of the shares by (i) each person known by the
Company to be the beneficial owner of more than five percent of the Company's
issued and outstanding Common Stock on that date, (ii) each current director
of the Company, including the nominees for election as a director, (iii) the
Company's President and Chief Executive Officer, (iv) each executive officer
named in the Summary Compensation Table (the "Named Executive Officers"), and
(v) all executive officers and directors as a group.
<TABLE>
PERCENTAGE OF
NATURE OF NUMBER OF OWNERSHIP
NAME OF PERSON OR GROUP OWNERSHIP(1) SHARES OWNED (2) AFTER OFFERING
- ----------------------- ------------ ---------------- --------------
<S> <C> <C> <C>
Matthew O'Hayer Direct 557,714 18.5%
Joseph S. "Jay" Juba Direct 157,142 5.2%
Robert G. Rader (3) Direct 44,285 1.5%
Robert Sandner Direct 114,285 3.8%
Duane K. Boyd, Jr. (4) Direct 12,713 .4%
All executive officers and
directors as a group
(seven persons) Options 21,427 .7%
Total 907,566 30.0%
</TABLE>
(1) Individuals indicated have sole voting and investment power with respect to
shares indicated.
(2) Includes shares issuable upon exercise of options which are currently
exercisable or which become exercisable within 60 days, pursuant to the
Incentive Stock Plan.
(3) Mr. Rader was appointed as a director of the Company on February 5, 1998.
(4) Mr. Boyd, a nominee for election as a director, is the co-trustee and has
shared voting and investment power with respect to the shares shown.
PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
The Articles and the Bylaws of the Company as amended, provide that the
number of directors comprising the entire Board of Directors shall be
determined by the board of directors but shall be not less than one nor more
than five. Directors elected at the annual meeting will serve until the
earlier of their resignation or removal or the election of their successors
at the next annual meeting of the Company's shareholders.
The persons named in the enclosed form of proxy intend to vote such
proxy for the election of the nominees named below as directors of the
Company, unless the shareholder indicates on the form of proxy that the vote
should be withheld or a contrary director is indicated. If the proxy card is
signed and returned without any direction given, shares will be voted for the
election of the nominees named below. The Board of Directors has no reason
to doubt the availability of the nominees and they have indicated their
willingness to serve if so elected. If the nominees should decline or be
unable to serve, it is intended that, in the discretion of the Board of
Directors, either the size of the Board will be reduced or the proxies will
vote for a substitute nominee or nominees designated by the Board of
Directors.
The following table sets forth information, as of May 30, 1998,
concerning the nominees for election as directors of the Company directors.
Each director will hold office until the earlier of the next annual
stockholders' meeting or their resignation or removal.
-2-
<PAGE>
MATTHEW O'HAYER, age 42, has served as Chairman and Chief Executive
Officer of the Company since October 1996 and of the Company's wholly-owned
subsidiary, Airfair Publishing, Inc., since its inception. Mr. O'Hayer
founded Barter Exchange, Inc. (now known as BEI Holdings, Inc. and
hereinafter referred to as "BEI") in 1983, served as its President and Chief
Executive Officer from its founding until 1995 and has served as its Chairman
and Chief Executive Officer since 1995. Mr. O'Hayer also serves on the
boards of several small businesses and non-profit organizations.
ROBERT SANDNER, age 44, has served as a director of Airfair since
February 1996 and of the Company since October 1996. A co-founder of BEI, Mr.
Sander has served as director of BEI and IMS throughout the last five years.
Mr. Sandner served as President of Cellular Resources, Inc. of South Texas a
cellular service provider based in Uvalde, Texas from its inception in 1991
and until its sale in August 1996. Prior to the organization of Cellular
Resources, Inc., Mr. Sandner held various offices within BEI and operated a
barter franchise office in San Antonio, Texas.
ROBERT G. RADER, age 63, has serve as a director of the Company since
February 1998. Since the founding of Capital West Securities, Inc. ("Capital
West") in 1995, Mr. Rader has served as its Managing Director of Corporate
Finance. Capital West served as the managing underwriter of the public
offering consummated by the Company n February 1998.
DUANE K. BOYD, JR., age 53, has been Senior Vice President of American
Physicians Service Group, Inc. ("APS") since July 1991 and has also been
President and Chief Operating Officer of APS Insurance Services, Inc., a
subsidiary of APS, since July 1991. APS, through its affiliates and
subsidiaries, provides health care related services, financial services
that include management services to malpractice insurance companies, and
brokerage and investment services to individuals and institutions. Mr.
Boyd is a Certified Public Accountant and was with KPMG Peat Marwick from
1974 to June 1991, as partner from 1982. Mr. Boyd has served as a
consultant to the Company's subsidiary, Airfair since its inception and to
the Company since it acquired Airfair. Over the last two years, trusts of
which Mr. Boyd is trustee or co-trustee and of which one or more of Mr. Boyd
and his immediate family members is a beneficiary, have provided loans of
$100,000, $40,000 and $70,000 to Airfair or the Company. Such loans bore
interest at rates ranging from 10% to 12% per annum and were paid in
accordance with their terms. Each of such loans was secured.
COMPENSATION OF DIRECTORS
The Company does not currently compensate directors for any services
provided as a director. The Company anticipates that a director compensation
plan will be adopted shortly after the annual meeting of stockholders.
Mark T. Waller, a former director of the Company, entered into an
advisory services agreement in October 10, 1996. Mr. Waller was also granted
a non-qualified stock option in August, 1996. See, "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS."
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The business of the Company is under the general management of the Board
of Directors as provided by the laws of Oregon, the state of incorporation.
The Board of Directors met on two occasions in 1997. In addition, during
that period, the Board of Directors met by unanimous written consent on a
number of additional occasions for various purposes.
If elected as a director, the Company anticipates that Mr. Boyd will
serve as chairman of the Audit Committee and that Messrs. Sandner and Rader
will serve as Audit Committee members. The Audit Committee was formed in
1998 after the Company's public offering and has not yet met. The function
of the Audit Committee will be to: (i) assist in the selection of
independent auditors; (ii) direct and supervise investigations into matters
relating to audit functions; (iii) review with independent auditors the plans
and results of the audit engagement; (iv) review the degree of independence
of the auditors; (v) consider the range of audit and non-audit fees; and (vi)
review the adequacy of the
-3-
<PAGE>
Company's system of internal accounting controls. Messrs. Sandner, Rader
and Boyd are not employees of the Company or its subsidiary.
The Compensation Committee, to be composed of Messrs. Sandner, Rader and
Mr. Boyd, is responsible for reviewing and approving all elements of the
total compensation program for the executive officers and certain other
officers and employees of the Company, including incentive, bonus and stock
option plans. The Compensation Committee was formed in the first quarter of
1998 and has not yet met.
The entire Board of Directors serves in the capacity of a Nominating
Committee. The Board will accept recommendations for nominations as
directors from shareholders. Shareholders wishing to propose such nominees
for consideration should write to Mr. Joseph S. Juba at the executive office
of the Company.
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
The following table sets forth information concerning the directors and
executive officers of the Company and their age and position with the
Company. Each director holds office until the next annual stockholders'
meeting and thereafter until the individual's successor is elected and
qualified. Officers serve at the pleasure of the board of directors.
<TABLE>
Name Age Position
<S> <C> <C>
Matthew O'Hayer.......... 42 Chairman, Chief Executive Officer
Joseph S. "Jay") Juba.... 34 President, Chief Operating Officer, Secretary
Darrell Barker........... 49 Chief Financial Officer, Treasurer
Fernando Cruz Silva...... 37 Senior Vice President of Sales & Marketing
Patti Macchi............. 52 Vice President of Cruise Sales & Marketing
</TABLE>
MATTHEW O'HAYER's biographical information is set forth above relative
to his status as a director and a nominee for election as a director.
JOSEPH S. ("JAY") JUBA has served as President and Chief Operating
Officer of the Company since the Merger and of Airfair since its inception.
He was elected to the same offices of BEI in January, 1996. Mr. Juba joined
BEI in 1991 as Director of Advertising after working for more than five years
in the advertising industry. From May 1994 through December 1995, Mr. Juba
served as Senior Vice President of BEI.
DARRELL BARKER, a Certified Public Accountant, has served as Chief
Financial Officer of the Company and BEI since March 1996. Mr. Barker
provided consulting services with respect to accounting from October 1995
through February 1996. From June 1994 to October 1995, Mr. Barker served as
Senior Vice-President of Finance for USA Health Network of Phoenix, Arizona.
From May 1993 until June 1994, Mr. Barker was President and co-owner of Texas
Medical Billing Administrators, Inc., a physician services company located in
San Antonio, Texas. Mr. Barker served as Vice-President of Finance and was a
director for Texas Savings Life Insurance Company in Austin, Texas from
October 1987 until April 1993.
FERNANDO CRUZ SILVA, serves as Senior Vice President of Sales and
Marketing. Prior to joining Airfair in January 1996, Mr. Silva held the same
titles at Inventory Merchandising Services, Inc. ("IMS"), a subsidiary of
BEI. Mr. Silva became employed by IMS in May of 1994 after having worked as
Director of Sales and Marketing at the Fiesta Americana Hotel in Cancun,
Mexico, and the Las Brisas resort in Acapulco, Mexico and served in senior
sales capacities at the Hyatt and Fiesta Americana hotels in Puerto Vallarta,
Mexico City, and Cancun.
PATTI MACCHI is Vice President of Sales for the Company but also
contributes editing and marketing expertise to the magazine. Ms. Macchi
joined the Company in 1990 after working for six years with Norwegian
Caribbean Line. Ms. Macchi is responsible for negotiating rates and
maintaining relationships with the 27 cruise lines represented in IRL's
product offering.
-4-
<PAGE>
EXECUTIVE COMPENSATION
The following table reflects compensation paid to the two mostly highly
compensated executive officers of the Company.
<TABLE>
LONG TERM COMPENSATION
---------------------------------
AWARDS
-----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES PAYOUTS
----------------------------------- ---------- ---------- -------
STOCK UNDERLYING LTIP ALL OTHER
SALARY(1)(2) BONUS(3) OTHER AWARD OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS(#) ($) ($)
- --------------------------- ---- ------------ -------- ----- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Matthew O'Hayer............... 1997 $31,363 $20,000 $ 0 $ 0 0 $ 0 $ 0
Chairman & CEO
Joseph S. ("Jay") Juba,....... 1997 $50,400 $20,000 $ 0 $ 0 0 $ 0 $ 0
President, COO and Secretary
</TABLE>
- -----------------------
(1) The above compensation schedule reflects that portion of shared management
members compensation allocated to the Company within the terms of a
management agreement among the Company, BEI Holdings, Inc. ("BEI"), and
Inventory Merchandising Services, Inc. a wholly-owned subsidiary of BEI.
A more complete description of the management agreement which was terminated
on December 31, 1997, is included within the Company Annual Report on
Form 10-K for 1997.
(2) Messrs. O'Hayer and Juba accepted salary reductions of 40% and 25%,
respectively, for fiscal year 1997, meaning that the salaries allocable to
Messrs. O'Hayer and Juba for fiscal year 1997 were $31,363 and $50,400,
respectively. Their salaries were reinstated to their original amounts
effective January 1, 1998.
(3) In 1998, Messrs. O'Hayer, Juba and Barker each received cash bonuses of
$20,000 and Mr. Sandner received $5,000 for fiscal year 1997.
EMPLOYMENT CONTRACTS
Matthew O'Hayer, who serves as the Company's Chairman of the Board and
Chief Executive Officer is not party to an employment agreement with the
Company or any affiliate thereof.
Joseph S. Juba, the President and Chief Operating Officer of the Company
has signed an employment agreement with Airfair. The following is a description
of the terms and conditions of Mr. Juba's employment agreement which was
entered into March 1, 1995:
Mr. Juba is paid $84,000 per year with 7% annual increases, commencing
with the first anniversary of the employment agreement, and a bonus equal to
2% of the Company's Pre-Tax Net Income after allocations of corporate overhead,
based upon audited financial statements. The bonus is to be calculated on an
annual basis, with quarterly draws of up to 50% of bonus due with respect to
each quarter's net income. Mr. Juba is subject to three-year prohibitions
-5-
<PAGE>
(commencing with the date of employment termination) on competition,
non-disclosure and non-use of proprietary information, contact with current
or future customers or interference with the Employer's relationship with any
current or future customers, but if terminated without cause, the
prohibitions on competition and interference are terminated. If the Employer
terminates the agreement without cause or if the Employer materially reduces
the responsibilities of the employee, (i) the employee is to be paid all
non-salary monetary compensation accrued through the date of termination and
(ii) the employee is to receive, for a period of months equal to the number
of years of the employee's service to the Employer, a monthly cash severance
payment equal to the highest monthly salary paid to the employee. The
employee is indemnified against any lawsuits or claims by any third party
arising out of any action taken in good faith by the employee in the
performance of his duties.
The Company also has an Advisory Services Agreement with Mark T. Waller,
one of the Company's former directors, dated October 10, 1996. During the
term of this Agreement, the Company will engage the Consultant to provide
advisory services in connection with designing and implementing a long-term
strategic plan to enhance the Company's ability to attain its goals following
the Merger. The term of the Advisory Services Agreement is for 5 years from
October 10, 1996. Compensation for advisory services is $100 per year plus
reimbursement for Company approved actual expenses incurred when performing
the above services. The consultant serves as an independent contractor.
INDEPENDENT AUDITORS
The Company is presently utilizing the services of Anderson, Anderson &
Strong, independent auditors, which has been the Company's independent
auditors since 1996, and which the Company anticipates will serve as the
Company's independent auditors for the fiscal year December 31, 1998.
Representatives of Anderson, Anderson & Strong are not expected to be present
at the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder proposals intending to be presented at the 1999 Annual
Meeting must be received by the Company at its principal executive offices no
later than December 16, 1998, in order to be considered for inclusion in the
proxy materials.
OTHER MATTERS
As stated elsewhere herein, the Board of Directors knows of no other
matters to be presented for consideration at the Annual Meeting. If any
other matter shall properly come before the meeting, the persons named in the
accompanying form of proxy intend to vote on such matters in accordance with
their judgment.
The expense of preparing, printing and mailing proxy materials to the
holders of the Company's shares will be borne by the Company. The Company
will also reimburse brokerage houses and other nominees for their reasonable
expenses in forwarding proxy materials to beneficial owners of the common
shares.
-6-
<PAGE>
PROXY
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
July 8, 1998 at 10:00 a.m.
211 East 7th Street
11th Floor
Austin, Texas 78701
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints _________________ and _____________________
or either of them, as Proxies, each with full power of substitution, to
represent and to vote, as designated herein, all shares of Common Stock of Grand
Adventures Tour & Travel Publishing Corporation (the "Company") held of record
by the undersigned on April 29, 1998, at the Annual Meeting of Shareholders to
be held on July 8, 1998, and any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
LISTED NOMINEES.
- --------------------------------------------------------------------------------
(change of address)
_________________________________________
_________________________________________
_________________________________________
If your address has changed, please provide new address and mark the box on the
reverse side of this card.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
(Continued and to be signed on the other side)
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<PAGE>
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
PLEASE MARK VOTE IN CIRCLE USING DARK INK ONLY.
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Withhold All For All Except as Noted
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1. ELECTION OF DIRECTORS
NOMINEES: (to withhold
MATTHEW O'HAYER authority to
ROBERT SANDNER vote for
ROBERT G. RADER nominee, strike
DUANE K. BOYD, JR. a line through
the nominee's
name at left)
- ------------------------------------------------------------------------
Change of Address Provided
Dated: June ___, 1998
Signature(s): ________________________________
________________________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
<PAGE>
June 12, 1998
Dear Grand Adventures Tour & Travel Publishing Corporation Shareholder:
You are cordially invited and encouraged to attend the 1998 Annual Meeting
of Shareholders of Grand Adventures Tour & Travel Publishing Corporation. The
meeting will be held on Wednesday, July 8, 1998 at 10:00 a.m., central daylight
time at the offices of the Company, 211 East 7th Street, 11th Floor, Austin,
Texas 78701.
If you cannot personally attend the meeting, please vote your preference on
the proxy card attached above and return it promptly. Your participation in
Grand Adventures Tour & Travel Publishing Corporation's business, whether in
person or by proxy, is an important part of the Corporation's governance.
I look forward to and appreciate your participation in Grand Adventures
Tour & Travel Publishing Corporation's 1998 Annual Meeting of Shareholders.
Sincerely,
Matthew O'Hayer
Chief Executive Officer
