Revised plans designed to meet ISS recommended metrics
OTTAWA, Sept. 12 /CNW Telbec/ - At its special meeting of shareholders to be held at 10:00 am Friday, September 21, 2007 in Ottawa, Allen-Vanguard Corporation (TSX:VRS) ("Allen-Vanguard" or the "Company") will be submitting for approval certain revisions and updates to its Stock Option Plan as described in the Information Circular for the meeting and as further supplemented in this press release.
In order to ensure that the amended Stock Option Plan and the proposed Non-Employee Directors Option Plan and Restricted Stock Unit Plan of Allen-Vanguard meets the recommended metrics of Institutional Shareholder Services (ISS), it is proposed that amending resolutions be introduced at the Special Meeting to provide for the following which supplements information in the Information Circular dated August 14, 2007:
1. a change to the proposed percentage based plan, or "rolling plan", which will permit the Corporation to grant options to purchase common shares from time to time provided that the number of common shares reserved for issuance pursuant to outstanding options does not exceed 7% of the total number of shares of the Corporation issued and outstanding at the date of any grant made thereunder; 2. a proposed Non-Employee Directors' Stock Option Plan which would contain the same terms as the Stock Option Plan, including the proposed amendments, except that participation would be limited to non-employee directors of the Corporation and the maximum number of common shares that may be reserved under the plan would be 1% of the total number of issued and outstanding common shares at the time of any grant thereunder; 3. a proposed Restricted Stock Unit ("RSU") Plan under which the maximum number of common shares that may be reserved for issuance in connection with RSU awards is 1,800,000, representing 3.06% of the issued and outstanding common shares as of the date of the Information Circular.. This would not be a "rolling" plan.
Management believes that the implementation of these amendments and new plans will further align the interests of directors, officers and employees with those of the shareholders. In addition, it will assist the Corporation to conserve its cash resources by having a portion of compensation potentially provided through the issuance of common shares, especially using RSUs.
Allen-Vanguard Corporation and its subsidiaries worldwide operate under the brand "Allen-Vanguard". The Company develops and markets technologies, tools and training for defeating and minimizing the effects of hazardous devices and materials, whether Chemical, Biological, Radiological, Nuclear or Explosive (CBRNE). The Company's equipment is in service with leading security and military forces in more than 120 countries. Products include Electronic Counter-Measures ("ECM") equipment for jamming remote detonation of terrorist devices, specialty security equipment for Explosive Ordnance Disposal ("EOD"), remote intervention robots for hazardous applications, vehicle barrier systems, and personal protective wear for use in dealing with bio-chemical agents. Allen-Vanguard is the sole, worldwide licensee and/or developer of patented technologies such as the Universal Containment System and CASCAD Foam for blast mitigation and decontamination of bio-chemical warfare agents. Head office operations are located in Ottawa, Ontario, Canada, with manufacturing or training operations in Stoney Creek, Ontario; Wiltshire UK, Tewkesbury, U.K.; and Cork, Ireland, and sales offices in Canada, the U.S., the U.K. and Asia. The Company's shares are listed on The Toronto Stock Exchange (TSX: VRS).
To find out more about Allen-Vanguard Corporation (TSX:VRS), visit our website at www.allen-vanguard.com.