UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d)
OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported):
September
30, 2008
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of
incorporation)
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33-46104-FW
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71-00659511
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(Commission
File Number)
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(IRS
Employer Identification No.)
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124 West Capitol Avenue, Suite 880, Little Rock, Arkansas
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72201
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers
On
September 30, 2008, Lowell E. Faulkenberry resigned as a member of our Board
of
Directors.
On
October 2, 2008, Arthur S. Reynolds was elected to our Board of Directors to
fill the vacancy created by Mr. Faulkenberry’s resignation. Like Mr.
Faulkenberry, Mr. Reynolds will serve in the class of directors whose term
expires at our 2009 Annual Meeting. Upon his election, Mr. Reynolds was
appointed Chair of the Audit Committee of our Board of Directors. Our Board
of
Directors has determined that Mr. Reynolds is independent in accordance with
the
rules of the Securities and Exchange Commission and all applicable markets
and
stock price quotation services relevant to us and that he is
an
audit committee financial expert (as such term is defined in Item 407(d)(5)(ii)
of Regulation S-K promulgated by the Securities and Exchange
Commission).
Mr. Reynolds,
who is 65 years old, is the founder of Rexon Limited of London and New York
where, since 1999, he has served as managing director. Mr. Reynolds was
founder, co-owner and managing partner of London-based Value
Management & Research (UK) Limited from 1997 to 1999. Mr. Reynolds was
the founder and, from 1982 to 1997, served as managing director of Ferghana
Financial Services Limited. Prior
thereto, Mr. Reynolds held executive positions at Merrill Lynch
International Bank Limited, Banque de la Société Financière Européene, J.P.
Morgan & Company and Mobil Corporation. Mr. Reynolds is a director of
Apogee Technology, Inc.
Upon
his
election to our Board of Directors, Mr. Reynolds was granted an option, under
our 2008 Incentive Stock Plan, to purchase 30,000 shares of our common stock
at
an exercise price of $0.55 per share (the closing price of our common stock
on
the over-the-counter bulletin board on October 1, 2008). This option will vest
and become exercisable on the date of our 2009 Annual Meeting, assuming Mr.
Reynolds continues to serve as a member of our Board of Directors through such
date.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
October 2, 2008
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(Registrant)
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By:
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/s/
Andrew T.
Melton
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Name:
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Title:
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Executive Vice President and Chief Financial Officer
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