Two Worldspace top execs bail out

Greg Armstrong, co-COO at Worldspace, has left the company effective on August 1. His colleague Alex Brown (co-COO) has given notice of his intention to leave and is in discussion with Worldspace over his departure terms.

The news emerged in an 8-K SEC filing made late on August 7 and seems to have overtaken an August 8 filing notifying shareholders of an upcoming special meeting. “Effective August 1, 2008, the Company and Gregory B. Armstrong, co-COO of the Company, reached a mutual agreement with respect to Mr. Armstrong's departure from the Company. In connection with Mr. Armstrong's departure, the Employment Agreement dated as of May 12, 2006 between Mr. Armstrong and the Company was terminated as of August 1, 2008,” said the 8-K. Mr Armstrong receives 50,000 shares, and $50,920 in accrued holiday pay. Mr Armstrong seems to have given up any claim to the 444,779 Class A shares he held some 10 says ago.

The 8-K continues: “In addition, on August 1, 2008, the Company received from Alexander P. Brown, the other co-COO of the Company, a notice terminating the Employment Agreement dated as of May 12, 2006 between Mr. Brown and the Company. The Company and Mr. Brown are in discussions as to any compensation payable to Mr. Brown in connection with such determination.” Mr Brown, as far as a Worldspace filing made on August 8 is concerned, held 452,000 shares.

Separately, stockholders in Worldspace Inc have been invited to attend a special meeting at the Worldspace HQ in Silver Spring, Maryland on September 11. The votes, seeking approvals for assorted loans and pledging of assets, is already almost decided because Samara, Yenura and other parties have vested binding voting rights to Samara equal to 47.6% of the Class A shares. “As a result, a small percentage (less than 5% of all other outstanding shares) is required to vote in favor of the proposal to ensure the approval of the proposal in all circumstances,” says a Worldspace filing.

James R Laramie, a director at Worldspace since 1990, holds 2.64% of Class A stock, all of which are in the form of exercisable options. Messrs Armstrong and Brown held, between them, 2.08% - about half of those holding were in the form of exercisable stock options.

The company’s main shareholders* are listed as Noah Samara with 27.7m shares (55.34%); Yenura Pte., (a company controlled by Samara) 17.4m (40.89%) ;Aletheia Research & Mgt Inc., 16.16m (37.9%); Nataxis Asset Mgt Adv LP. 2.4m (5.64%).

*More than 100% because of vested ownership/voting rights