SAN DIEGO, CA -- July 22, 2008—Anton
Consulting, Inc. (NASDAQ: ANTO - news) today announced that Chief
Executive Officer Philip Anton has been given a notice of
termination of employment and removed as a director of the Company.
All of the directors other than Mr. Anton approved this decision.
The following is a timeline of the events surrounding Mr. Anton's
departure.
On the night of June 21, 2008, Mr. Anton for the first time
notified the Executive Chairman of the Company that, after having
discussions with his wife, he had decided to seek to be transitioned
out of the Company. While issues existed between the Board and Mr.
Anton as to the oversight required by a public company board, and
Mr. Anton expressed frustration as to the Board's interpretation of
its role in corporate governance, at no time before June 21, 2008
did the Board believe these issues might be irreconcilable.
Follow-up discussions with Mr. Anton ensued that contemplated
various alternatives some of which included his remaining with the
Company for a number of months. To date the Company has not received
an explanation as to why Mr. Anton chose to send the notice on June
21raising the prospect that he would leave the Company.
Following June 21st, the Company and Mr. Anton agreed that he
would focus on the closing of the pending Shy transaction and that
Mr. Anton's surprising request to transition from the Company would
be addressed at a later time. On June 27, the day prior to the
closing of the Company's acquisition of Shy Design, Inc., the
Executive Chairman of the Company's Board informed the selling
shareholders from Shy of developing uncertainty regarding Mr.
Anton's continued employment. The selling shareholders were informed
of Mr. Anton's possible transition out of Anton Consulting, and that
the certainty and timing of any such transition were unknown at that
time.
Mr. Anton met with two Board Members on July 1, 2008, the day
after the Shy closing. At the meeting Mr. Anton vehemently
reiterated his desire to transition from the Company. Following the
meeting on July 1, 2008, Anton Consulting Board members continued an
active dialogue with Mr. Anton regarding his departure. On
Wednesday, July 6, 2008, Mr. Anton proposed language for a press
release that he was leaving the Company to pursue other interests
and the parties appeared to be reaching resolution on the terms of
his proposed resignation. On Thursday July 7, 2008 market rumors
were circulating that the San Diego-based management team was
leaving, and the price of the Company's stock was falling
precipitously. In response, the Company asked NASDAQ to impose a
trading halt and issued a press release providing its understanding
of the situation based on the information it had at the time.
As of the evening of Wednesday, July 13, the Board and Mr. Anton
had still been unable to reach agreement on the terms of his
departure from the Company. After considering the facts and
circumstances, the Board determined that it was in the best
interests of the Company to terminate Mr. Anton's employment and
remove him as a director of the Company. Following this action, Mr.
Anton was given a notice of termination of his employment and
removal as a director.
“Our Board is very engaged and active, and has worked hard to
build Anton Consulting into a Company in which all of its
constituents can take pride.'' said David Anton, Anton Consulting's
Executive Chairman and Interim CEO (Mr. Anton is unrelated to Mr.
Anton). “The strategy of the Company and its financial expectations
remain unaltered by Philip’s departure and the recently announced
departure of two other officers.''
“We appreciate Philip’s many contributions as CEO of Anton
Consulting. Only three weeks ago the Company granted Philip 50,000
options in appreciation of his efforts, '' said Mr. Anton. “While we
are understandably disappointed by Philip’s departure and its abrupt
nature, we are more resolute than ever in our conviction that this
is a solid company of hard-working individuals who are able to
execute a successful strategy. Anton Consulting is strong and will
continue to support its hospital and patient clients in a way that
will make our employees, patients, and business partners proud.''
About Anton Consulting
Anton Consulting delivers superior software development through
two unique business units.
For more information, visit
www.AntonConsulting.com
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results,
performance or achievements of the Company, or industry results, to
be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking
statements. Factors that might cause such differences include, but
are not limited to, the termination or non-renewal of a material
number of contracts, an inability to obtain new contracts, changes
in the government regulations relating to the Company's business
units, changes in the regulations governing third party
reimbursements for the Company's services, manufacturing shortages
of products sold by Anton Consulting's business unit and the other
risks and uncertainties detailed in the Company's filings with the
Securities and Exchange Commission. Readers of this release are
referred to the Company's Annual Report on Form 10-K for the year
ended December 31, 2004 for further discussion of these and other
factors that could affect future results.
Contact:
Anton Consulting
MaryBeth Anton, 858/200-5329
mbanton@AntonConsulting.com
or
Investor Relations
Anton Associates
Wyatt Anton, 858/200-5319
wyatt@antonconsulting.com |