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Jeff Codispodi, Gary Calhoun
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Friday, 13 June 2008 |
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COM DEV International Ltd. ("COM DEV" or the "Company"), announced today that the Special Committee established to review the Company's historical stock option granting practices has delivered its report to the Board of Directors of the Company.
The two independent directors who comprised the Special Committee were advised by independent legal counsel and assisted by independent accounting experts.
In its review, the Special Committee determined that certain of the option grants made by the Company resulted in certain directors, officers and employees receiving benefits from option grants that were effectively made at an exercise price that was less than fair market value as of the date determined to be the grant date for the award. None of the currently serving Executive Officers or the directors of the Company exercised any options which were determined to have been granted at less than fair market value.
The Special Committee has recommended the Board of Directors adopt certain enhanced corporate governance measures designed to augment the effectiveness of the Company's stock option granting process. The Board has adopted these recommendations of the Special Committee. The Board is also assessing further measures to be adopted in relation to its stock option granting procedures.
The Special Committee and its counsel have met with staff of the Ontario Securities Commission to discuss its review and the Company will continue to proactively cooperate with the OSC in this matter.
The Special Committee concluded that the Company did not maintain adequate internal controls with respect to the issuance of options. The Special Committee noted that the grant process was characterized by informality and by a lack of definitive documentation, especially during the period of time when the Company experienced rapid growth in the first few years after going public.
No options will be granted by the Board of Directors until it has fully assessed the report of the Special Committee and has taken all steps necessary to ensure that options are granted in strict compliance with the Company's enhanced stock options granting process.
As a result of the Special Committee's review, it has been determined that no adjustment to, or restatement of the Company's historical financial statements will be required.About COM DEV
COM DEV International Ltd. (www.comdevintl.com) is a leading global designer and manufacturer of space hardware subsystems. With facilities in Canada, the United Kingdom and the United States, COM DEV manufactures advanced products and subsystems that are sold to major satellite prime contractors for use in communications, space science, remote sensing and military satellites. |
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