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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
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TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 000-50721
ORIGEN FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-0145649 |
State of Incorporation
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I.R.S. Employer I.D. No. |
27777 Franklin Road
Suite 1700
Southfield, Michigan 48034
(248) 746-7000
(Address of principal executive offices and telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.01 per Share
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No þ
Indicate by check mark whether the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
As of June 30, 2005, the aggregate market value of the registrant’s stock held by
non-affiliates was approximately $140,113,487 (computed by reference to the closing sales price of
the registrant’s common stock as of June 30, 2005 as reported on the Nasdaq National Market). For
this computation, the registrant has excluded the market value of all shares of common stock reported as
beneficially owned by executive officers and directors of the registrant; such exclusion shall not
be deemed to constitute an admission that any such person is an affiliate of the registrant.
As of April 28, 2006, there were 25,449,059 shares of the registrant’s common stock issued and
outstanding.
TABLE OF CONTENTS
EXPLANATORY NOTE: This Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2005 (the “Annual Report”) is filed to amend Part III, Items 10,
11, 12, 13 and 14. Except as otherwise described above, no other changes have been made to the
Annual Report. This Amendment does not otherwise attempt to update the information set forth in the
Annual Report.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Directors and Executive Officers
Information regarding our executive officers and directors is set forth below.
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Name |
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Age |
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Office |
Paul A. Halpern
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53 |
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Chairman of the Board |
Ronald A. Klein
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48 |
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Chief Executive Officer and Director |
Richard H. Rogel
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57 |
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Director |
Gary A. Shiffman
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51 |
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Director |
Michael J. Wechsler
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66 |
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Director |
James A. Williams
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64 |
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Director |
J. Peter Scherer
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56 |
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President and Head of Operations |
W. Anderson Geater, Jr
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57 |
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Chief Financial Officer and Secretary |
Mark W. Landschulz
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41 |
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Executive Vice President, Portfolio Management |
O. Douglas Burdett
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56 |
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Executive Vice President, Manager of Loan Servicing |
Paul J. Galaspie
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44 |
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Senior Vice President and Chief Information Officer |
David M. Rand
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44 |
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Senior Vice President, Marketing and Strategic Development |
Benton E. Sergi
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44 |
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Senior Vice President, Operations |
Laura Campbell
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36 |
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Senior Vice President, Human Resources |
Paul A. Halpern has been the Chairman of the Board since August 2003. He is a member of the
Audit Committee and the Nominating and Governance Committee and an alternate member of the
Executive Committee. Mr. Halpern was a manager of Origen Financial L.L.C. from January 2002 until
December 2003. Mr. Halpern is currently the manager of Woodward Holding, LLC, a stockholder of
Origen. Mr. Halpern has also served as Vice President of Operations of Guardian Energy Management
Corp., an oil and gas exploration and production company, which is a subsidiary of Guardian
Industries Corp., a glass manufacturing corporation, since 1990. In addition, Mr. Halpern has
served as Associate Tax Counsel of Guardian Industries Corp. since 1988. From 1979 through 1988,
Mr. Halpern was employed in various capacities by both McDermott Incorporated and McDermott
International, Inc., with his last position as Tax Director for McDermott Incorporated. Before
joining McDermott, Mr. Halpern worked in the tax department of the public accounting firm of
Alexander Grant & Company.
Ronald A. Klein has served as a director and the Chief Executive Officer since August 2003. He
is a member of the Executive Committee. Mr. Klein joined Origen Financial L.L.C.’s predecessor in
February 1999 and currently serves as Origen Financial L.L.C.’s sole manager and its Chief
Executive Officer. From 1999 until Origen’s formation, Mr. Klein served as a director and as Chief
Executive Officer and President of
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Bingham Financial Services Corporation, a predecessor of Origen. In addition, he has served as the Managing
Director of Equity Growth L.L.C., a private real estate investment company since 1994. From 1990 to
1994, Mr. Klein served as Executive Vice President of Alaron Inc., an international distributor of
consumer electronics. Prior to joining Alaron Inc., Mr. Klein was a member of the Chicago Board
Options Exchange since 1985. Mr. Klein has also served as the Managing Director of a financial
derivatives trading firm and, before 1985, he was in the private practice of law.
Richard H. Rogel has been a director since August 2003. He is a member of the Audit Committee,
the Compensation Committee and the Executive Committee. Mr. Rogel served as a director of
CoolSavings, Inc., a publicly-traded online direct marketing and media company, from 1996 to 2005,
serving as its Chairman of the Board from July 2001 to December 2005 and as the Chairman of its
audit committee from 1998 to 2005. In 1982, Mr. Rogel founded Preferred Provider Organization of
Michigan, Inc., a preferred provider organization, and served as its Chairman from its inception
until it was sold in 1997. Mr. Rogel is the President of the University of Michigan Alumni
Association, chairs the University of Michigan’s Business School Development Advisory Board and
serves on other boards of the University.
Gary A. Shiffman has been a director since August 2003. Mr. Shiffman was a manager of Origen
Financial L.L.C. from its formation in 2001 until December 2003. Mr. Shiffman has served as Chief
Executive Officer and as a director of Sun Communities, Inc., a publicly-traded owner and operator
of manufactured housing communities, since 1998. He has served as Chairman of the Board and
President of Sun Communities, Inc. since March 2000.
Michael J. Wechsler has been a director since August 2003. He is a member of the Compensation
Committee and the Nominating and Governance Committee and an alternate member of the Executive
Committee. Mr. Wechsler has served as Executive Vice President—Credit of CharterMac, a
publicly-traded real estate financial services company, since October 2003. Mr. Wechsler served as
Chief Operating Officer of the Related Companies, L.P. from 1987 until 1997 and as Chief Credit
Officer of Related from 1997 until 2003. The Related Companies, L.P. is a major developer of
multifamily affordable housing nationwide, one of the largest owners of multi-family dwellings in
the country and a leading syndicator of residential real estate financed with Low Income Housing
Tax Credits in the United States. Prior to joining the Related Companies, L.P., he held various
positions in the Real Estate Division of Chemical Bank for over twenty years. His last position was
as Senior Vice President and Managing Director, with overall responsibility for the Real Estate
Division’s administration and lending activities in twenty-five states and New York City.
James A. Williams has been a director since August 2003. He is the Chairman of the
Compensation Committee, acting Chairman of the Audit Committee, and a member of the Executive
Committee and the Nominating and Governance Committee. From 2001 until it was acquired in October
2003, Mr. Williams served as a director of Chateau Communities, Inc., a publicly-traded equity real
estate investment trust and an owner/manager of manufactured housing communities. Mr. Williams has
been a director of Standard Federal Bank and LaSalle Bank Corporation since 2001 and has served on
LaSalle’s audit committee since 2001. Mr. Williams has been a partner with Williams, Williams,
Rattner & Plunkett, P.C., a Michigan-based law firm, since he founded the firm in 1972. He also
currently serves as Managing General Partner of Jamison Management Company, which operates
manufactured housing developments. Mr. Williams is the chairman of the Henry Ford Hospital of West
Bloomfield, Michigan, and former chairman of the Michigan National Corporation.
J. Peter Scherer has served as Origen’s President and Head of Operations since August 2003.
Mr. Scherer joined Origen Financial L.L.C.’s predecessor in December 1999 and currently serves as
President and Head of Operations of Origen Financial L.L.C. From 1999 until Origen’s formation, Mr.
Scherer served as Chief
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Operating Officer of Bingham Financial Services Corporation, a predecessor
of Origen. From 1984 through
1998, Mr. Scherer served in various capacities at The Taubman Company, including most recently
as Senior Vice President and chairman of the asset management group. From 1976 to 1980 and from
1980 to 1984, he was an attorney with American Motors Corporation and Volkswagen of America, Inc.,
respectively. Prior to joining American Motors Corporation, Mr. Scherer was engaged in the private
practice of law.
W. Anderson Geater, Jr. has served as Origen’s Chief Financial Officer since August 2003 and
as its Secretary since January 2004. Mr. Geater joined Origen Financial L.L.C.’s predecessor in
April 2000 and currently serves as Chief Financial Officer of Origen Financial L.L.C. From 2000
until Origen’s formation, Mr. Geater served as Chief Financial Officer and Treasurer of Bingham
Financial Services Corporation, a predecessor of Origen. From April 1994 through April 2000, Mr.
Geater served as Chief Financial Officer and Chief Administrative Officer of Univest Financial
Services Holdings, LLC and Central Park Capital, LLC. He also served as Chief Operating Officer of
First Mortgage Strategies Group, Inc. from 1991 to 1993, and as Director of Financial Services for
Pannell Kerr Forster, a public accounting firm from 1990 to 1991. From 1975 to 1990, Mr. Geater
served as Executive Vice President and Chief Financial Officer of Leader Federal Bank for Savings.
Prior to joining Leader Federal Bank for Savings, Mr. Geater was an audit supervisor with the
public accounting firm of KPMG Peat Marwick.
Mark Landschulz has served as Origen’s Executive Vice President, Portfolio Management since
August 2003. Mr. Landschulz joined Origen Financial L.L.C.’s predecessor in February 2000, and
currently serves as Executive Vice President of Portfolio Management of Origen Financial, L.L.C.
Prior to serving as Executive Vice President, Mr. Landschulz was the Chief Financial Officer of
Origen Financial L.L.C. From 1997 to 2000, Mr. Landschulz was the founding principal of Landworks
Enterprises, a private consulting practice. Prior to founding Landworks Enterprises, Mr. Landschulz
served as Senior Vice President for Knutson Mortgage Corporation from April 1996 to December 1996.
From February 1990 to April 1996, Mr. Landschulz served as a director and Vice President of GE
Capital Mortgage. From 1988 to 1990, he served as Chief Financial Officer of a Fannie Mae approved
seller/servicer, regional mortgage banking firm.
O. Douglas Burdett has served as Origen’s Executive Vice President, Manager of Loan Servicing
since August 2003. He has held the same position with Origen Financial L.L.C. since May 2002. From
July 1999 to April 2002, Mr. Burdett served as Vice President, National Asset Manager of
CitiFinancial Associates Housing Finance and led its manufactured housing loan servicing operation.
From December 1997 to July 1999, he was employed by First Union Bank as Director and Asset Manager
for The Money Store. From 1972 through 1997, Mr. Burdett was employed by GE Capital Corporation,
where he led its customer service, loss mitigation and default groups in a number of business units
ranging from consumer and mortgage as Vice President GE Capital Mortgage to commercial and
government services as Senior Vice President GE Asset Management.
Paul J. Galaspie has served as Origen’s Senior Vice President and Chief Information Officer
since August 2003. Mr. Galaspie joined the predecessor of Origen Financial L.L.C. in March 1994,
and currently serves as Senior Vice President and Chief Information Officer of Origen Financial
L.L.C. Beginning in March 1994, Mr. Galaspie served in various capacities for Origen Financial
L.L.C.’s predecessors, including as a Senior Programmer Analyst for Saxon Mortgage Funding Corp.
Prior to March 1994, Mr. Galaspie worked for PSA, a national photographic retailer, in their
marketing department as a programmer/analyst.
David M. Rand has served as Origen’s Senior Vice President, Marketing and Strategic
Development since October 2004. From August 2003 to October 2004 he served as its Senior Vice
President, Sales and Marketing. Mr. Rand joined the predecessor of Origen Financial L.L.C. in June
1998, and currently serves as Senior Vice President — Marketing and Business Development of Origen
Financial L.L.C. Prior to joining the predecessor of Origen Financial L.L.C., he was employed by
Associates First Capital Corporation as Vice President — New
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Business/Product Development from April 1996 to June 1998, and as Director — Corporate Training from November 1993 to April 1996.
Prior thereto, Mr. Rand held various positions with General Electric Capital
Corporation.
Benton E. Sergi has served as Origen’s Senior Vice President, Operations since August 2003. He
has held the same position with Origen Financial L.L.C. since June 2003. From April 2002 to June
2003, Mr. Sergi served as Executive Vice President, National Sales and Operations of HomePride
Finance Corp, a subsidiary of Champion Enterprises, Inc. He also served as Senior Vice President of
Sales and Operations of CIT Group, from 1997 to 2002, and held various positions with Key Bank USA,
NA in its sales finance division from 1987 to 1997. Prior to joining Key Bank USA, NA, Mr. Sergi
was employed by The Midwest Bank & Trust Company in its installment loan and credit card sales
departments.
Laura Campbell has served as
Origen’s Senior Vice President, Human Resources since September 2004. From August 2003 to September 2004 she held the title of Vice
President, Human Resources of Origen. Ms. Campbell joined Origen Financial L.L.C.’s predecessor in November 1999. Prior to
joining Origen and its predecessors, Ms. Campbell served for five years as Vice President, Human Resources for DMR
Financial Services, a residential and commercial mortgage lender based in Michigan.
To the best of Origen’s knowledge, there have been no events under any bankruptcy act, no
criminal proceedings and no orders, judgments, decrees or injunctions that are material to the
evaluation of the ability or integrity of any executive officer during the past five years.
Audit Committee Matters
The Board of Directors has established an Audit Committee that, among other functions, (1)
oversees the accounting and financial reporting processes and compliance with legal and regulatory
requirements on behalf of Origen’s Board of Directors and reports the results of its activities to
the Board, (2) has the sole authority to appoint, retain, terminate and determine the compensation
of Origen’s independent accountants, (3) reviews with Origen’s independent accountants the scope
and results of the audit engagement, (4) reviews the integrity, adequacy and effectiveness of
Origen’s internal controls and financial disclosure process, including the direct supervision of
Origen’s Internal Audit Department, (5) approves professional services provided by Origen’s
independent accountants, and (6) reviews the independence of Origen’s independent accountants. The
current members of the Audit Committee are Messrs. Williams (acting Chairman), Rogel and Halpern,
all of whom are “independent” as that term is defined in the rules of the SEC and applicable Nasdaq
rules. Origen’s Board has also determined that each of Messrs. Halpern, Rogel and Williams
qualifies as an “audit committee financial expert,” as defined by applicable SEC regulations.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires all of Origen’s directors and executive
officers and all persons who own more than 10% of Origen’s common stock to file with the SEC reports of
ownership and changes in ownership of Origen’s common stock. Directors, executive officers and
greater than 10% stockholders are required by SEC regulations to furnish Origen with copies of all
Section 16(a) forms they file.
6
Based solely on its review of the copies of Forms 3 and 4 furnished
to Origen, or written representations from certain reporting persons that no such forms were
required to be filed by such persons, Origen believes that all its directors, executive officers
and beneficial owners of more than 10% of its common stock have complied with
all filing requirements applicable to them, except that each of Messrs. Williams, Halpern, Rogel
and Landschulz each did not timely file one report with respect to one transaction and Mr. Rand did
not timely file two reports with respect to one transaction on each report.
Code of Business Conduct and Ethics
Our Board of Directors has established a Code of Business Conduct and Ethics that applies to
all Origen directors, officers, and employees including the principal executive officer, the
principal financial and accounting officer and the controller of Origen (and persons performing
similar functions). Among other matters, the code of business conduct is designed to deter
wrongdoing and to:
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promote the honest and ethical conduct of all Origen personnel and employees; |
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promote the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; |
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promote full, fair, accurate, timely and understandable disclosure in periodic
reports required to be filed by Origen; |
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promote compliance with all applicable rules and regulations that apply to
Origen and its employees; and |
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facilitate prompt and appropriate internal reporting and accountability for
violations of the code. |
You may find a copy of this code under the “Investors” section of Origen’s website at
www.origenfinancial.com. Waivers to the code for executive officers or directors may be granted
only by the Nominating and Governance Committee of the Board of Directors. In the event any such
waivers are granted, we expect to promptly announce the waiver on the investor relations section of
our website and to otherwise make such disclosure as is required by law and any applicable stock
exchange regulations.
Item 11. Executive Compensation
The following table summarizes the compensation Origen paid to its Chief Executive Officer and
each of its four other highest paid executive officers (the “Named Executive Officers”) during the
years ended December 31, 2005 and December 31, 2004 and during the period from October 8, 2003
(when Origen began operations) through December 31, 2003.
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Summary Compensation Table
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Annual Compensation |
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Long-Term Compensation |
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Restricted |
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Securities |
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Year or Period Ended |
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Other Annual |
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Stock |
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Underlying |
Name and Principal Position |
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December 31, |
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Salary |
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Bonus |
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Compensation |
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Awards(1) |
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Options |
Ronald A. Klein
Chief Executive Officer |
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2003 |
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$ |
90,602 |
(2) |
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$ |
280,040 |
(3) |
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$ |
9,935 |
(4) |
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$ |
1,100,000 |
(5) |
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25,000 |
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2004 |
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$ |
405,763 |
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$ |
159,375 |
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$ |
386,583 |
(6) |
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$ |
656,250 |
(7) |
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— |
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2005 |
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$ |
430,769 |
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$ |
69,895 |
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$ |
43,612 |
(11) |
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$ |
721,000 |
(12) |
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— |
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W. Anderson Geater, Jr
Chief Financial Officer |
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2003 |
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$ |
47,323 |
(2) |
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$ |
151,494 |
(3) |
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$ |
9,962 |
(4) |
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$ |
200,000 |
(8) |
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15,000 |
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2004 |
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$ |
207,305 |
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$ |
91,375 |
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$ |
42,136 |
(6) |
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$ |
262,500 |
(9) |
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— |
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2005 |
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$ |
217,308 |
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$ |
75,623 |
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$ |
42,689 |
(11) |
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$ |
216,300 |
(13) |
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— |
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J. Peter Scherer
President and Head of Operations |
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2003 |
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$ |
47,323 |
(2) |
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$ |
151,494 |
(3) |
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$ |
9,661 |
(4) |
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$ |
200,000 |
(8) |
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15,000 |
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2004 |
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$ |
207,305 |
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$ |
91,375 |
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$ |
40,852 |
(6) |
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$ |
262,500 |
(9) |
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— |
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2005 |
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$ |
217,308 |
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$ |
85,706 |
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$ |
43,151 |
(11) |
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$ |
216,300 |
(13) |
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— |
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Mark W. Landschulz
Executive Vice President of
Portfolio Management |
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2003 |
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$ |
43,852 |
(2) |
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$ |
140,409 |
(3) |
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$ |
9,059 |
(4) |
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$ |
200,000 |
(8) |
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15,000 |
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2004 |
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$ |
192,305 |
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$ |
85,000 |
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$ |
38,592 |
(6) |
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$ |
262,500 |
(9) |
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— |
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2005 |
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$ |
202,308 |
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$ |
79,790 |
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$ |
41,376 |
(11) |
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$ |
216,300 |
(13) |
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— |
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Benton E. Sergi |
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2003 |
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$ |
42,125 |
(2) |
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$ |
36,807 |
(3) |
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$ |
5,235 |
(4) |
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— |
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Senior Vice President, Operations |
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2004 |
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$ |
188,747 |
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$ |
41,800 |
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$ |
20,224 |
(6) |
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$ |
43,750 |
(10) |
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12,500 |
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2005 |
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$ |
193,673 |
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$ |
42,686 |
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$ |
19,350 |
(11) |
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$ |
36,050 |
(14) |
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— |
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(1) |
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As of December 31, 2005, Mr. Klein held 263,238 shares of restricted stock with an
aggregate value of $1,874,255; Mr. Geater held 73,974 shares with an aggregate value of
$526,695; Mr. Scherer held 73,152 shares of restricted stock with an aggregate value of
$520,842; Mr. Landschulz held 71,757 shares of restricted stock with an aggregate value of
$510,910; and Mr. Sergi held 20,000 shares of restricted stock with an aggregate value of
$142,400. For purposes of the preceding sentence, aggregate values are based on the closing
market price of Origen’s common stock on December 30, 2005. |
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(2) |
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Represents salary received from commencement of operations to year end. Annual base salaries
for Messrs. Klein, Geater, Scherer, Landschulz and Sergi are set forth below under “Employment
Agreements.” Mr. Sergi’s annualized base salary during the period ended December 31, 2003 was
$185,000. |
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(3) |
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2003 bonuses paid are with respect to the executive officers’ employment by Origen and Origen
Financial L.L.C. during the twelve months ended December 31, 2003. |
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(4) |
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Included in these amounts are split-dollar whole life insurance premiums of $7,985 for Mr.
Klein, $7,601 for Mr. Geater, $7,364 for Mr. Scherer, $7,467 for Mr. Landschulz and $4,522 for
Mr. Sergi, in each case pro rated for the period October 8, 2003 through December 31, 2003.
Origen pre-paid the annual premiums for the split-dollar whole life insurance for 2004 in
November 2003. The annual premiums for these policies for the coverage period ending in
November 2004 were $34,700 for Mr. Klein, $33,030 for Mr. Scherer, $32,000 for Mr. Geater,
$32,450 for Mr. Landschulz and $19,650 for Mr. Sergi. These policies are owned by Origen and
are intended to provide key man insurance benefits to Origen, and the cash build-up in the
policies is intended to fund the payment of benefits under Origen’s capital accumulation plan
described below. |
|
(5) |
|
Mr. Klein was granted a restricted share award of 60,000 shares on October 8, 2003, which
vested on April 8, 2004.
Mr. Klein was also granted a restricted share award of 50,000 shares on October 8, 2003.
One-third of the shares granted under this award vested on May 11, 2004. One-third of the
remaining shares vested on June 3, 2005 (extended from May 11, 2005) and the remainder will vest
on May 11, 2006. Distributions on the shares of restricted stock will be paid to Mr. Klein. |
|
(6) |
|
Included in these amounts are split-dollar whole life insurance premiums for the coverage
period ending in November 2005 of $35,600 for Mr. Klein, $34,100 for Mr. Geater, $34,030 for
Mr. Scherer, $33,900 for Mr. |
8
|
|
|
|
|
Landschulz and $19,350 for Mr. Sergi. Origen pre-paid the annual
premiums for the split-dollar whole life insurance for 2005 in November 2004. These policies
are owned by Origen and are intended to provide key man insurance benefits to Origen, and the
cash build-up in the policies is intended to fund the payment of benefits under Origen’s
capital accumulation plan described below. Mr. Klein’s other annual compensation also includes
a payment of $344,161 to cover the tax liability arising from the vesting of 60,000 shares of
restricted stock in 2004. These shares of restricted stock were granted to Mr. Klein upon his
waiver of the right to receive a change in control payment of $600,000 in connection with
Origen’s formation transactions. |
|
(7) |
|
On each of March 23, 2004 and August 5, 2004, Mr. Klein was granted a restricted share award
of 37,500 shares (or a total of 75,000 shares). Two-thirds of the shares granted under each of
these awards vested on June 3, 2005 (extended from May 11, 2005) and the remaining one-third
of the shares will vest on May 11, 2006. Distributions on the shares of restricted stock will
be paid to Mr. Klein. |
|
(8) |
|
Each of Messrs. Geater, Scherer and Landschulz was granted a restricted share award of 20,000
shares on October 8, 2003. One-third of the shares granted under this award vested on May 11,
2004. One-third of the remaining shares vested on June 3, 2005 (extended from May 11, 2005)
and the remainder will vest on May 11, 2006. Distributions on the shares of restricted stock
will be paid to the applicable holder of the restricted stock. |
|
(9) |
|
On each of March 23, 2004 and August 5, 2004, each of Messrs. Geater, Scherer and Landschulz
was granted a restricted share award of 15,000 shares (or a total of 30,000 shares each).
Two-thirds of the shares granted under each of these awards vested on June 3, 2005 (extended
from May 11, 2005) and the remaining one-third of the shares will vest on May 11, 2006.
Distributions on the shares of restricted stock will be paid to the applicable holder of the
restricted stock. |
|
(10) |
|
On January 29, 2004 Mr. Sergi was granted a restricted share award of 10,000 shares and on each
of March 23, 2004 and August 5, 2004, Mr. Sergi was granted a restricted share award of 2,500
shares (or a total of 15,000 shares). Two-thirds of the shares granted under each of these
awards vested on May 11, 2005 and the remaining one-third of the shares will vest on May 11,
2006. Distributions on the shares of restricted stock will be paid to Mr. Sergi. |
|
(11) |
|
Included in these amounts are split-dollar whole life insurance premiums for the coverage
period ending in November 2006 of $34,700 for Mr. Klein,
$32,000 for Mr. Geater, $34,030 for
Mr. Scherer, $34,030 for Mr. Landschulz and $19,350 for Mr. Sergi. Origen pre-paid the annual
premiums for the split-dollar whole life insurance for 2006 in November 2005. These policies
are owned by Origen and are intended to provide key man insurance benefits to Origen, and the
cash build-up in the policies is intended to fund the payment of benefits under Origen’s
capital accumulation plan described below. |
|
(12) |
|
On May 8, 2005, Mr. Klein was granted a restricted share award of 100,000 shares. The shares
vest in equal installments on each of the first, second and third anniversary dates of the
grant. Distributions on the shares of restricted stock will be paid to Mr. Klein. |
|
(13) |
|
On May 8, 2005, each of Messrs. Geater, Scherer and Landschulz was granted a restricted share
award of 30,000 shares. The shares vest in equal installments on each of the first, second and
third anniversary dates of the grant. Distributions on the shares of restricted stock will be
paid to the applicable holder of the restricted stock. |
|
(14) |
|
On May 8, 2005, Mr. Sergi was granted a restricted share award of 5,000 shares. The shares
vest in equal installments on each of the first, second and third anniversary dates of the
grant. Distributions on the shares of
restricted stock will be paid to Mr. Sergi. |
Origen has adopted a non-qualified capital accumulation plan that provides
supplemental compensation to certain executive officers and employees on a deferred basis. Origen
has the discretion to select which employees will be eligible to participate in the plan. The plan
is intended to attract and maintain qualified individuals in key positions. The deferred
compensation under the plan vests over a ten-year period, with the first 30% vesting beginning on
the third anniversary of the employee’s participation in the plan, and the
9
remainder vesting at a
rate of 10% per year, until the tenth anniversary of the employee’s participation in the plan. The
deferred compensation is paid to the employee, in a lump sum, following the tenth anniversary of
the participant’s enrollment in the plan. If a participant’s employment is terminated for any
reason after the third anniversary, but before the tenth anniversary, of his or her enrollment in
the plan, Origen will pay the participant his or her vested portion of the deferred compensation,
in a lump sum, following the tenth anniversary of his or her enrollment in the plan. If a
participant dies before he or she has been enrolled in the plan for ten years, Origen has no
obligation to pay any amount to the participant or the participant’s beneficiaries. The following
table sets forth the compensation payable to the Named Executive Officers under the capital
accumulation plan.
|
|
|
|
|
|
|
Compensation Payable |
Named Executive Officer |
|
Under Capital Accumulation Plan |
Ronald A. Klein |
|
$ |
400,000 |
|
W. Anderson Geater |
|
$ |
400,000 |
|
J. Peter Scherer |
|
$ |
400,000 |
|
Mark W. Landschulz |
|
$ |
400,000 |
|
Benton Sergi |
|
$ |
225,000 |
|
Origen has adopted a split-dollar life insurance plan that, through individual life insurance
policies, provides death benefits to a participant’s beneficiaries and coordinates with the capital
accumulation plan described above. Under the split-dollar plan, Origen is the sole owner of each
life insurance policy and pays all premiums due under the policies. Upon a participant’s death, a
portion of the death benefit is paid to the participant’s designated beneficiary and a portion of
the death benefit is paid to Origen. It is intended that the policies under the split-dollar plan
provide key man insurance benefits to Origen, and the cash build-up in the policies is intended to
fund the payment of benefits under the capital accumulation plan described above. Participation in
the split-dollar plan terminates upon the earlier of a participant’s death or the tenth anniversary
of a participant’s enrollment in the capital accumulation plan. In addition, the split-dollar plan
will terminate, as to all participants, upon the total cessation of Origen’s business, if Origen
files for bankruptcy, if it is put into receivership or if it is dissolved. Upon the plan’s
termination, participants have the right to acquire the life insurance policy from Origen for the
then current cash surrender value of the policy.
Option Grants in Last Fiscal Year
Origen did not grant any stock options to the Named Executive Officers during the year ended
December 31, 2005.
Aggregated Option Exercises and Fiscal Year-End Option Values Table
During the year ended December 31, 2005, no Named Executive Officer exercised any options. The
following table contains information concerning option holdings as of December 31, 2005 with
respect to each of the Named Executive Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
|
|
|
|
|
|
|
|
|
Underlying Unexercised |
|
|
|
|
|
|
|
|
|
|
Options at |
|
|
Shares Acquired |
|
|
|
|
|
Fiscal Year-End(1) |
Name of Grantee |
|
on Exercise |
|
Value Realized |
|
Exercisable |
|
Unexercisable |
Ronald A. Klein |
|
|
— |
|
|
|
— |
|
|
|
16,666 |
|
|
|
8,334 |
|
J. Peter Scherer |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
5,000 |
|
W. Anderson Geater, Jr |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
5,000 |
|
Mark W. Landschulz |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
5,000 |
|
Benton E. Sergi |
|
|
— |
|
|
|
— |
|
|
|
8,333 |
|
|
|
4,167 |
|
|
|
|
(1) |
|
None of the options were in-the-money as of December 31, 2005. |
10
Outside Director Compensation
Origen pays an annual director’s fee to each non-employee director of $25,000, payable
quarterly. Origen pays each non-employee director meeting fees of $1,000 per meeting attended in
person and $500 per telephonic meeting. Origen also reimburses all costs and expenses of all
directors for attending each meeting. In addition to their annual director’s fees, the Chairman of
the Audit Committee receives an annual committee fee of $15,000, and other members of the Audit
Committee receive an annual committee fee of $5,000. Members of the Compensation Committee receive
an annual committee fee of $5,000. For services during the fiscal year ended December 31, 2005, Mr.
Halpern earned directors’ fees of $35,000, Mr. Rogel earned
directors’ fees of $47,000, Mr.
Shiffman earned directors’ fees of $28,500, Mr. Wechsler
earned directors’ fees of $35,500 and
Mr. Williams earned directors’ fees of $43,500. Directors who are also employees are not
separately compensated for services as a director other than through Origen’s 2003 Equity Incentive
Plan.
Under Origen’s 2003 Equity Incentive Plan, the Board has the discretion to grant awards under
the plan to non-employee directors with such vesting and exercise provisions as the Board may
determine at the date of grant. On May 8, 2005, Origen granted all directors other than Mr. Klein
an award of 5,000 restricted shares of common stock. The shares vest in equal installments on each
of the first three anniversary dates of the grant. Distributions on the shares of restricted stock
will be paid to the directors.
Employment Agreements
Origen and Origen Financial L.L.C. (Origen’s primary operating subsidiary) have entered into
employment arrangements with the executive officers named in the following table, pursuant to which
Origen Financial L.L.C. pays the executives’ salaries. Each of Origen’s executives is also an
officer of Origen Financial L.L.C. These employment agreements are for a three-year term and
provide the following annual base salaries.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Year of |
|
Second Year of |
|
Third Year of |
|
|
Initial Term(1) |
|
Initial Term(1) |
|
Initial Term(1) |
Ronald A. Klein |
|
$ |
400,000 |
|
|
$ |
425,000 |
|
|
$ |
450,000 |
|
W. Anderson Geater, Jr |
|
|
205,000 |
|
|
|
215,000 |
|
|
|
225,000 |
|
J. Peter Scherer |
|
|
205,000 |
|
|
|
215,000 |
|
|
|
225,000 |
|
Mark W. Landschulz |
|
|
190,000 |
|
|
|
200,000 |
|
|
|
210,000 |
|
Benton E. Sergi |
|
|
190,000 |
|
|
|
195,000 |
|
|
|
205,000 |
|
|
|
|
(1) |
|
The initial term of the employment agreement of each of Messrs. Klein, Geater, Scherer and
Landschulz began on October 8, 2003 and ends on October 7, 2006. The initial term of Mr.
Sergi’s employment agreement began on April 1, 2004 and ends on March 31, 2007. |
Each such employee will be prohibited from competing with Origen for a period of one year
after termination of his employment under certain conditions. Each employee will also be prohibited
from soliciting the employment of any of Origen’s other employees and diverting any business from
Origen for a period of up to 12 months after termination of the employment agreement. Each of the
employment agreements is for an
11
initial term of three years, and will be automatically renewed for
successive one-year terms unless otherwise terminated by Origen or the employee. Under the
employment agreements, each employee will be entitled to a severance payment of one year’s salary
upon a termination by Origen without cause. In addition, each of Messrs. Klein, Geater, Scherer and
Landschulz will be entitled to a severance payment of one year’s salary upon a termination by the
executive for good reason or the failure by Origen to renew the term of the contract. Each of the
executive officers is eligible to receive a bonus payable in cash, equity or a combination of cash
and equity, in an amount and in the form determined by the Compensation Committee of the Board of
Directors in its discretion. The Compensation Committee anticipates negotiating new employment
agreements with Messrs. Klein, Geater, Scherer and Landschulz over the course of the next several
months.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of the Board are Messrs. Williams (Chairman),
Wechsler and Rogel. During 2005, none of our executive officers served as a director or member of a
compensation committee (or other committee serving an equivalent function) of any other entity,
whose executive officers served as a director or member of our Compensation Committee, none of our
employees served on the Compensation Committee and all of the Compensation Committee’s members are
independent directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following table sets forth, as of April 28, 2006, based upon information available to
Origen, the shareholdings of: (a) each person known to Origen to be the beneficial owner of more
than 5% of Origen’s common stock; (b) each of Origen’s directors; (c) each Named Executive Officer;
and (d) all of Origen’s executive officers and directors as a group.
Except as otherwise noted, the beneficial owners named in the following table have sole voting
and investment power with respect to all shares of Origen’s common stock shown as beneficially
owned by them, subject to community property laws, where applicable.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of Beneficial Ownership |
Name and Address of Beneficial Owner |
|
Shares |
|
Percent(1) |
Ronald A. Klein
|
|
|
368,238 |
(2) |
|
|
1.4 |
% |
27777 Franklin Road, Suite 1700
Southfield, MI 48034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary A. Shiffman
|
|
|
5,017,500 |
(3) |
|
|
19.7 |
% |
27777 Franklin Road, Suite 200
Southfield, MI 48034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul A. Halpern
|
|
|
1,767,500 |
(4) |
|
|
6.9 |
% |
2300 Harmon Road
Auburn Hills, MI 48326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard H. Rogel
|
|
|
42,500 |
(5) |
|
|
* |
|
56 Rose Crown
Avon, CO 81260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Wechsler
|
|
|
17,500 |
(5) |
|
|
* |
|
625 Madison Avenue
New York, NY 10021 |
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of Beneficial Ownership |
Name and Address of Beneficial Owner |
|
Shares |
|
Percent(1) |
James A. Williams
|
|
|
17,500 |
(5) |
|
|
* |
|
380 N. Old Woodward Ave, Suite 300
Birmingham, MI 48009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Peter Scherer
|
|
|
88,152 |
(6) |
|
|
* |
|
27777 Franklin Road, Suite 1700
Southfield, MI 48034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Anderson
Geater, Jr.
|
|
|
91,774 |
(6) |
|
|
* |
|
27777 Franklin Road, Suite 1700
Southfield, MI 48034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark W. Landschulz
|
|
|
94,257 |
(6) |
|
|
* |
|
27777 Franklin Road, Suite 1700
Southfield, MI 48034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benton E. Sergi
|
|
|
33,750 |
(7) |
|
|
* |
|
27777 Franklin Road, Suite 1700
Southfield, MI 48034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sun OFI, LLC
|
|
|
5,000,000 |
(8) |
|
|
19.6 |
% |
27777 Franklin Road, Suite 200
Southfield, MI 48034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodward Holding, LLC
|
|
|
1,750,000 |
(9) |
|
|
6.9 |
% |
2300 Harmon Road
Auburn Hills, MI 48326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Avenue Management LLC
|
|
|
2,213,525 |
(10) |
|
|
8.7 |
% |
622 Third
Avenue, 32nd Floor
New York, NY 10017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wesley Capital Management, LLC (f/k/a AW Asset
|
|
|
1,917,161 |
(11) |
|
|
7.5 |
% |
Management,
L.L.C).
535 Madison Avenue. 26th Floor
New York, NY 10022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a
group (14 persons) |
|
|
7,639,772 |
(12) |
|
|
29.8 |
% |
|
|
|
* |
|
Holdings represent less than 1% of all shares outstanding. |
|
(1) |
|
In accordance with SEC regulations, the percentage calculations are based on 25,449,059
shares of common stock issued and outstanding as of April 28, 2006, plus shares of common
stock that may be acquired pursuant to options exercisable within 60 days of April 28, 2006 by
each individual or entity listed. |
|
(2) |
|
Includes (i) 10,000 shares held in a trust of which Mr. Klein is the beneficiary, and (ii)
25,000 shares of common stock that may be acquired pursuant to options exercisable within 60
days of April 28, 2006. |
|
(3) |
|
Includes (i) 5,000,000 shares held by Sun OFI, LLC, an affiliate of Sun Communities, Inc.,
which are attributed to Mr. Shiffman because he is the Chairman, President and Chief Executive
Officer of Sun Communities, Inc., of which |
13
|
|
|
|
|
shares Mr. Shiffman disclaims beneficial ownership,
and (ii) 5,000 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006. Does not include 1,025,000 shares held by Shiffman Origen
LLC. Mr. Shiffman has an indirect pecuniary interest in approximately 9% of the shares held by
Shiffman Origen LLC but does not have share voting or investment control over the shares held
by this entity. |
|
(4) |
|
Includes (i) 1,750,000 shares held by Woodward Holding, LLC, which are attributed to Mr.
Halpern because he is its sole manager, of which shares Mr. Halpern disclaims beneficial
ownership, and (ii) 5,000 shares of common stock that may be acquired pursuant to options
exercisable within 60 days of April 28, 2006. |
|
(5) |
|
Includes 5,000 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006. |
|
(6) |
|
Includes 15,000 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006. |
|
(7) |
|
Includes 12,500 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006. |
|
(8) |
|
Sun OFI, LLC is an affiliate of Sun Communities, of which Mr. Shiffman is the Chairman,
President and Chief Executive Officer. Mr. Shiffman is the sole manager of Sun OFI, LLC. Mr.
Shiffman has sole share voting and investment control over the shares held by Sun OFI, LLC.
Mr. Shiffman disclaims beneficial ownership of the shares held by Sun OFI, LLC. |
|
(9) |
|
Mr. Halpern is the sole manager of Woodward Holding, LLC. Mr. Halpern has sole share voting
and investment control over the shares held by Woodward Holding, LLC. Mr. Halpern disclaims
beneficial ownership of the shares held by Woodward Holding, LLC. |
|
(10) |
|
Based on information contained in a Schedule 13G/A filed with the SEC on February 14, 2006,
Third Avenue Management LLC has sole voting power with respect to 2,157,875 of these shares
and sole dispositive power with respect to all 2,213,525 of these shares. |
|
(11) |
|
Based on information contained in a Schedule 13G/A filed with the SEC on February 13, 2006,
Wesley Capital Management, LLC (f/k/a AW Asset Management, L.L.C.) serves as an investment
adviser to, and holds these shares for the account of, a number of hedge funds and managed
accounts and Wesley Capital Management, LLC disclaims beneficial ownership of the shares of
common stock held by the funds, except to the extent of any pecuniary interest. |
|
(12) |
|
Includes 152,500 shares of common stock that may be acquired pursuant to options exercisable
within 60 days of April 28, 2006. |
Equity Compensation Plan Information
The following table reflects information about the securities authorized for issuance under
Origen’s equity compensation plans as of December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
Number of |
|
|
|
|
|
remaining available for |
|
|
securities to be |
|
Weighted-average |
|
future issuance under |
|
|
issued upon exercise |
|
exercise price of |
|
equity compensation |
|
|
of outstanding |
|
outstanding |
|
plans (excluding |
|
|
options, warrants |
|
options, warrants |
|
securities reflected in |
|
|
and rights |
|
and rights |
|
column (a)) |
Plan Category |
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by stockholders |
|
|
255,500 |
|
|
$ |
10.00 |
|
|
|
670,188 |
|
Equity compensation plans not approved by stockholders |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
TOTAL |
|
|
255,500 |
|
|
$ |
10.00 |
|
|
|
670,188 |
|
14
Item 13. Certain Relationships and Related Transactions
Gary A. Shiffman, one of Origen’s directors, is the Chairman of the Board, President and Chief
Executive Officer of Sun Communities, Inc. (“Sun Communities”). Sun Communities owns approximately
20% of Origen’s outstanding common stock. Mr. Shiffman beneficially owns approximately 20% of
Origen’s outstanding stock, which amount includes his deemed beneficial ownership of the stock
owned by Sun Communities. Mr. Shiffman and his affiliates beneficially own approximately 12% of the
outstanding common stock of Sun Communities. He is the President of Sun Home Services, Inc. (“Sun
Homes”), of which Sun Communities is the sole beneficial owner.
Origen Servicing, Inc., a wholly owned subsidiary of Origen Financial L.L.C., services
manufactured housing loans for Sun Homes. As of December 31, 2005, Origen Servicing serviced
approximately $19.6 million and in manufactured housing loans for Sun Homes.. Servicing fees paid
by Sun Homes to Origen Servicing, Inc. were approximately $0.3 million during the year ended
December 31, 2005.
Origen has agreed to fund loans that meet Sun Homes’ underwriting guidelines and then transfer
those loans to Sun Homes pursuant to a commitment fee arrangement. Origen recognizes no gain or
loss on the transfer of these loans. Origen funded and transferred approximately $7.2 million in
loans and under this agreement during the year ended December 31, 2005.
Sun Homes has purchased certain repossessed houses owned by Origen and located in manufactured
housing communities owned by Sun Homes, subject to Sun Homes’ prior approval. Under this agreement,
Origen sold to Sun Homes approximately $2.2 million of repossessed houses during the year ended
December 31, 2005. This program allows Origen to further enhance recoveries on repossessed houses
and allows Sun Homes to retain houses for resale in its communities.
Origen leases its executive offices in Southfield, Michigan from an entity in which Mr.
Shiffman and certain of his affiliates beneficially own approximately a 21% interest. Ronald A.
Klein, a director and the Chief Executive Officer of Origen, beneficially owns an approximate 1%
interest in the landlord entity. William M. Davidson, the sole member of Woodward Holding, LLC,
which owns approximately 7% of Origen’s common stock, beneficially owns an approximate 25% interest
in the landlord entity. Origen recorded rental expense for these offices of approximately $408,000
for the year ended December 31, 2005.
Item 14. Principal Accountant Fees and Services
Aggregate fees for professional services rendered by Grant Thornton LLP, our independent
auditors, for the fiscal years ended December 31, 2005 and December 31, 2004 were as follows:
15
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Fiscal Year Ended December 31, |
Category |
|
2005 |
|
2004 |
Audit Fees: For professional
services rendered for the audit
of our financial statements,
the audit of internal controls
relating to Section 404 of the
Sarbanes-Oxley Act, the reviews
of the quarterly financial
statements, comfort letters and
consents |
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$ |
635,218 |
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$ |
235,908 |
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Audit-Related Fees: For
professional services rendered
for accounting assistance with
new accounting standards,
attendance at Audit Committee
meetings, in connection with
our initial public offering and
securitizations and other SEC
related matters |
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$ |
50,463 |
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$ |
155,640 |
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Tax Fees: For professional
services rendered in connection
with tax compliance and
preparation of tax returns |
|
$ |
146,620 |
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|
$ |
154,150 |
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All Other Fees: For
professional services rendered
for the audit of our 401(k)
plan |
|
$ |
20,053 |
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$ |
12,820 |
|
The Audit Committee has a policy that requires that all services provided by the
independent auditor to Origen, including audit services, audit-related services, tax services and
other services, be pre-approved by the Audit Committee. The Audit Committee approved all audit and
non-audit related services provided to Origen by Grant Thornton LLP during the 2005 fiscal year.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed herewith as part of this Form 10-K/A:
(1) The financial statements described in Part IV, Item 15 of the Annual Report
on Form 10-K filed on April 16, 2006 are set forth in Part II, Item 8 of such
Annual Report on the pages described in Part IV, Item 15(a)(1) of such Annual
Report.
(2) Not applicable
(3) A list of the exhibits required by Item 601 of Regulation S-K to be filed
as a part of this Form 10-K/A is shown on the “Exhibit Index” filed herewith.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: May 1, 2006
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ORIGEN FINANCIAL, INC., a |
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Delaware corporation |
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By:
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/s/ Ronald A. Klein |
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Ronald A. Klein, Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on
Form 10-K has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
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Name |
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Title |
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Date |
/s/ Ronald A. Klein
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Chief Executive Officer and Director
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May 1, 2006 |
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Ronald A, Klein |
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/s/ W. Anderson Geater, Jr.
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Chief Financial Officer and Principal
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May 1, 2006 |
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W. Anderson Geater, Jr.
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Accounting Officer |
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/s/ Paul A. Halpern
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Chairman of the Board
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May 1, 2006 |
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Paul A. Halpern |
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/s/ Richard H. Rogel
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Director
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May 1, 2006 |
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Richard H. Rogel |
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/s/ Gary A. Shiffman
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Director
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May 1, 2006 |
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Gary A. Shiffman |
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/s/ Michael J. Wechsler
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Director
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May 1, 2006 |
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Michael J. Wechsler |
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/s/ James A. Williams
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Director
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May 1, 2006 |
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James A. Williams |
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17
EXHIBIT INDEX
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Exhibit |
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Method of |
Number |
|
Description |
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Filing |
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1.1 |
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Sales Agreement dated August 29, 2005 between Origen Financial, Inc. (“Origen”), and
Brinson Patrick Securities Corporation
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(2 |
) |
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3.1.1 |
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Second Amended and Restated Certificate of Incorporation of Origen, filed October 7,
2003, and currently in effect
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(1 |
) |
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3.1.2 |
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Certificate of Designations for Origen’s Series A Cumulative Redeemable Preferred Stock
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(1 |
) |
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3.2 |
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By-laws of Origen
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(6 |
) |
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4.1 |
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Form of Common Stock Certificate
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(1 |
) |
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4.2 |
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Registration Rights Agreement dated as of October 8, 2003 among Origen, Lehman
Brothers Inc., on behalf of itself and as agent for the investors listed on Schedule A
thereto and those persons listed on Schedule B thereto
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(1 |
) |
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4.3 |
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Registration Rights Agreement dated as of February 4, 2004 between Origen and DB
Structured Finance Americas, LLC
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(1 |
) |
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4.4 |
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Form of Senior Indenture
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(2 |
) |
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4.5 |
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Form of Subordinated Indenture
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(2 |
) |
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10.1 |
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Contribution Agreement, dated October 8, 2003, among Origen and the entities set forth
on Appendix I thereto
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(1 |
) |
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10.2 |
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Common Stock Purchase Agreement dated October 8, 2003 between Lehman Brothers Inc. and
Origen
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(1 |
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10.3 |
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Concurrent Private Placement Agreement dated October 8, 2003 among Origen and the
Purchasers (as defined therein)
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(1 |
) |
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10.4 |
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Private Placement Agreement dated February 4, 2004 between Origen and DB Structured
Finance Americas, LLC
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(1 |
) |
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10.5 |
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2003 Equity Incentive Plan of Origen#
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(1 |
) |
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10.6 |
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First Amendment to 2003 Equity Incentive Plan of Origen#
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(5 |
) |
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10.7 |
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Form of Non-Qualified Stock Option Agreement#
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(1 |
) |
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10.8 |
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Form of Restricted Stock Award Agreement#
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(1 |
) |
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10.9 |
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Employment Agreement between Origen, Origen Financial L.L.C. and W. Anderson Geater#
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(1 |
) |
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10.10 |
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Employment Agreement between Origen, Origen Financial L.L.C. and Ronald A. Klein#
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(1 |
) |
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10.11 |
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Employment Agreement between Origen, Origen Financial L.L.C. and Mark Landschulz#
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(1 |
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10.12 |
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Employment Agreement between Origen, Origen Financial L.L.C. and J. Peter Scherer#
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(1 |
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Exhibit |
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Method of |
Number |
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Description |
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Filing |
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10.13 |
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Employment Agreement between Origen, Origen Financial L.L.C. and Benton Sergi#
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(4 |
) |
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10.14 |
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Origen Financial L.L.C. Endorsement Split-Dollar Plan dated November 14, 2003#
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(1 |
) |
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10.15 |
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Origen Financial L.L.C. Capital Accumulation Plan#
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(1 |
) |
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10.16 |
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First Amendment to Origen Financial L.L.C. Capital Accumulation Plan#
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(1 |
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10.17 |
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Services and Interest Rebate Agreement dated October 8, 2003 between Origen Financial
L.L.C. and Sun Communities, Inc.
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(1 |
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10.18 |
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Credit Agreement dated July 25, 2002 between Origen Financial L.L.C. and Bank One, NA
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(1 |
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10.19 |
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First Amendment to Credit Agreement between Origen Financial L.L.C. and Bank One, NA
dated June 27, 2003
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(1 |
) |
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10.20 |
|
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Second Amendment to Credit Agreement between Origen Financial L.L.C. and Bank One, NA
dated October 23, 2003
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(1 |
) |
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10.21 |
|
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Third Amendment to Credit Agreement between Origen Financial L.L.C. and Bank One, NA
dated December 31, 2003
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(1 |
) |
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10.22 |
|
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Fourth Amendment to Credit Agreement effective as of December 31, 2004 between Origen
Financial L.L.C. and JPMorgan Chase Bank, N.A. (as successor by merger to Bank One,
NA)
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(3 |
) |
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10.23 |
|
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Fifth Amendment to Credit Agreement effective as of December 23, 2005 between Origen
Financial L.L.C. and JPMorgan Chase Bank, N.A.
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(6 |
) |
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10.24 |
|
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Lease dated October 18, 2002 between American Center LLC and Origen Financial L.L.C.
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(1 |
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10.25 |
|
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Agency Agreement between American Modern Home Insurance Company, American Family Home
Insurance Company and OF Insurance Agency, Inc. dated December 31, 2003
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(1 |
) |
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21.1 |
|
|
List of Origen’s Subsidiaries.
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|
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(6 |
) |
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23.1 |
|
|
Consent of Grant Thornton LLP
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|
|
(6 |
) |
|
|
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31.1 |
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
31.2 |
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
32.1 |
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
(7 |
) |
|
|
|
|
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99.1 |
|
|
Amended and Restated Charter of the Audit Committee of the Origen Board of Directors
and Audit Committee of the Origen Board of Directors
|
|
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(1 |
) |
|
|
|
|
|
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99.2 |
|
|
Charter of the Compensation Committee of the Origen Board of Directors
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|
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(1 |
) |
|
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|
|
|
|
|
Exhibit |
|
|
|
Method of |
Number |
|
Description |
|
Filing |
|
99.4 |
|
|
Charter of the Executive Committee of the Origen Board of Directors
|
|
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(1 |
) |
|
|
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99.5 |
|
|
Corporate Governance Guidelines
|
|
|
(1 |
) |
|
|
|
|
|
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|
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99.6 |
|
|
Code of Business Conduct
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
99.7 |
|
|
Financial Code of Ethics
|
|
|
(1 |
) |
|
|
|
(1) |
|
Incorporated by reference to Origen Financial, Inc.’s Registration Statement on Form S-11 No.
33-112516, as amended. |
|
(2) |
|
Incorporated by reference to Origen Financial, Inc.’s Registration Statement on Form S-3 No. 33-127931. |
|
(3) |
|
Incorporated by reference to Origen Financial, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2004. |
|
(4) |
|
Incorporated by reference to Origen Financial, Inc.’s Amendment to Annual Report on Form 10-K/A for
the year ended December 31, 2004. |
|
(5) |
|
Incorporated by reference to Origen Financial, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005. |
|
(6) |
|
Previously filed. |
|
(7) |
|
Filed herewith. |
|
# |
|
Management contract or compensatory plan or arrangement. |