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(a)
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300,000
of the shares are not owned by Mr. Gamache, however Mr. Gamache holds
voting rights by proxy pursuant to a Voting Proxy Agreement between Ms.
Phyllis Redstone, Mr. Gamache and WMS Industries (the “P. Redstone Voting
Proxy Agreement”), which agreement is discussed in more detail under Item
6 below and attached hereto as Exhibit 1 under Item 7
below;
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(b)
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16,752
of the shares were awarded as restricted stock by the Issuer as
compensation for serving as an officer of the Issuer and such restrictions
have lapsed; 82,185 of the shares were awarded as restricted stock by the
Issuer as compensation for serving as an officer of the Issuer and such
restrictions will lapse over time;
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(c)
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24,900
of the shares were purchased in the open market using Mr. Gamache’s
personal funds; and
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(d)
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674,405
of the shares are currently subject to stock options which may be
exercised currently or within 60 days and such options were awarded to Mr.
Gamache by the issuer as compensation for serving as an officer and/or
director of the Issuer.
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(a)
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Mr.
Gamache is the beneficial owner of 1,098,242 shares or 2.25% of the common
stock issued and outstanding of the
Issuer.
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(b)
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Mr.
Gamache has sole voting power over 1,098,242 shares (2.25%) shares and
sole dispositive power over 716,057 (1.46%) shares of common stock of the
Issuer.
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(c)
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The
Reporting Person has effected the following transactions with respect to
the Shares during the past 60 days: The Reporting Person
has not effected any transactions with respect to the Shares during the
past 60 days.
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(d)
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N/A
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(e)
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Mr.
Gamache ceased to be the beneficial owner of more than 5% of the issued
and outstanding common stock of the Corporation not earlier than
April 9, 2009, the date that Sumner M. Redstone filed Amendment
No. 57 to his Schedule 13D reporting ownership of 2,414,955
shares, or 4.9%, of the Corporation’s outstanding common
stock (with respect to which shares Mr. Gamache held voting rights
pursuant to a voting proxy agreement) and not later than June
30, 2009, the date the Corporation received notice from Mr. Redstone
that he was terminating the voting proxy agreement and that
he beneficially owned 966,999 shares of the Corporation’s common
stock. See Item 6 below.
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