Wayne Willkomm, Ph.D., was elected as a director on July 5, 2011 to fill the vacancy that occurred on June 18, 2011 as a result of the death of Alan C. Castrodale. On January 18, 2016 he was designated as the President and Chief Executive Officer. Before beginning his new role with the Company, Dr. Willkomm was the North American Market Development Manager for Novomer, Inc. Dr. Willkomm was the principal consultant of Willkomm Consulting, LLC between March 2007 and February 2014. Prior to that, he was president of the Tool and Molding Division of Intrex Corporation from 2006 to 2007. Previous positions include president of Kryptane Systems, LLC from 2000 to 2006 and various positions at Dow Chemical Company from 1989 to 2000. He has broad experience in leading manufacturing and product development organizations, has consulted in renewable materials and medical devices and is an inventor on 13 U.S. patents. He holds a B.S. degree in Chemical Engineering and Chemistry from Carnegie Mellon University and a Ph.D. in Chemical Engineering from the University of Minnesota. In determining Dr. Willkomm’s qualifications to serve on our board of directors, the board considered, among other things, his extensive management, manufacturing, and product development experience.
Barry R. Knott joined the Company on February 1, 2009 as our Marketing Director, was appointed to our board of directors on June 11, 2009 and became Chief Operating Officer on July 1, 2009. He became our President on October 1, 2009, and assumed the role of President and Chief Executive Officer on January 1, 2010. He served as our Chief Executive Officer following the appointment of G. Ravishankar as President on February 1, 2015, until his resignation on January 18, 2016 and continues as a director. He has extensive experience in general management, and particularly sales and marketing. Previous experience includes positions as the President and CEO of Cognitive Solutions, Inc.; Vice President of Sales and Marketing for Wide Format Printing (Nashua Corporation); Vice President and General Manager of Zebra Technologies Corporation; and several other similar positions. He holds an MBA degree from Queens University, Ontario, Canada, and a BA degree from the University of New Brunswick, New Brunswick, Canada. He is currently a director and audit committee member of Electronic Systems Technology, Inc., a publicly held company located in Kennewick, WA and is on the board of directors of Manufacturer’s Edge of Colorado, a manufacturing assistance center based in Boulder, Colorado. In determining Mr. Knott’s qualifications to serve on our board of directors, the board considered, among other things, his extensive experience in leadership positions with technology companies.
Vern D. Kornelsen joined the Company as a director in 1991 and served as secretary and treasurer in 1992 and 1993. He is currently Chairman of the Board of Directors, secretary, Chief Financial Officer, and a director. Mr. Kornelsen continues with certain of his other business activities to the extent that they do not interfere with his responsibilities as an officer of the Company. He formerly practiced as a Certified Public Accountant in Denver, CO and is a financial consultant to several early stage companies. He was a director of Valleylab, a manufacturer of electrosurgical units, for 10 years, and led an investor group that provided a portion of its initial funding. Mr. Kornelsen has been a director and participated in the capitalizing of a number of early stage companies, and is currently a director and audit-committee member of Encision Inc. of Boulder, CO, and a director of Electronic Systems Technology, Inc. of Kennewick, WA, both publicly held companies. He received a BS degree in business from the University of Kansas. In determining Mr. Kornelsen’s qualifications to serve on our board of directors, the board considered, among other things, his experience and expertise in finance, accounting and management.
Robert D. Greenlee has been a director of the Company since August 1989. He has more than thirty years of experience in broadcast management and also has extensive marketing and advertising expertise. Since 1987, Mr. Greenlee has had controlling equity positions in, and serves as a board member and consultant to, radio stations in Omaha, NE and Denver, CO. He is also President of Centennial Investment & Management Company, a closely held investment organization, and was formerly chairman of Black Hawk Gaming, Inc., a public company developing limited stakes gaming in Black Hawk and Central City, CO. Mr. Greenlee was a founder of Rock Bottom Restaurants, which was a publicly traded company until it was bought out by the original investors and thus taken private. In 2010 Rock Bottom Restaurants merged into a new private entity, Craftworks Restaurants and Breweries, where Mr. Greenlee continues to serve as a director. From 1975 through 1987, Mr. Greenlee was President of Centennial Wireless, Inc., licensee of KBCO AM/FM in Boulder, CO. This successful radio station was sold in January 1988. Mr. Greenlee has graduate and undergraduate degrees in communications from Iowa State University. In determining Mr. Greenlee’s qualifications to serve on our board of directors, the board considered, among other things, his marketing and communications experience as well as his finance and management skills.
Donald E. Siecke was elected as a director on January 18, 2016 to fill the vacancy resulting from Gurumurthi Ravishankar's resignation from the board on December 31, 2015. Mr. Siecke practiced as a certified public accountant in the state of Colorado from 1963 to 1976. He has been president of Kelmore Development Corp., a real estate development company, since 1981, and serves as the chairman of Redstone Bank, a Colorado bank of which he was a founding director. He is a director of several privately held companies, metropolitan districts, and charitable organizations. He received a BS degree in business administration from the University of Denver in 1961, having majored in accounting. In determining Mr. Siecke's qualifications to serve on our board of directors, the board considered, among other things, his experience and expertise in finance, accounting and management.
To access our SEC filings please follow this link.
Lifeloc assumes no obligations to update any forward-looking statements or information, which speak as of their respective dates.
LIFELOC TECHNOLOGIES, INC.
AUDIT COMMITTEE CHARTER
APRIL 19, 2010
The purpose of the Audit Committee (the “Committee”) is to oversee Lifeloc Technologies, Inc.’s (the “Company”) accounting and financial reporting processes, the audits of the Company’s financial statements, and the Company’s internal controls. In so doing, the Committee should endeavor to maintain free and open means of communication between the members of the Committee, the other members of the Board of Directors (the “Board”), the independent auditors and the management of the Company.
In the exercise of its oversight, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements fairly present the Company’s financial position and results of operations in accordance with generally accepted accounting principles. Instead, such duties remain under the oversight of management and the independent auditors.
The Committee shall be composed of one or more members of the Board. The members shall be appointed by action of the Board and shall serve at the discretion of the Board. Each Committee member shall be “financially literate” as determined by the Board in its business judgment and shall satisfy the “independence” requirements of the NASDAQ National Market. At least one member of the Committee shall have Accounting or related financial management expertise, as determined by the Board in its business judgment.
III. Committee Organization and Procedures
A. The members of the Committee shall appoint a Chair of the Committee by majority vote. The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Committee.
B. The Committee shall have the authority to establish its own rules and procedures consistent with the bylaws of the Company for notice and conduct of its meetings, should the Committee, in its discretion, deem it desirable to do so.
C. The Committee may, in its discretion, include in its meetings members of the Company’s financial management, representatives of the independent auditors, and other financial personnel employed or retained by the Company. The Committee may meet with the independent auditors in separate executive sessions to discuss any matters that the Committee believes should be addressed privately, without management’s presence. The Committee may likewise meet privately with management, as it deems appropriate.
D. The Committee may, at its discretion, utilize the services of the Company’s regular corporate legal counsel with respect to legal matters or, at its discretion, retain outside legal counsel or other advisors if it determines that such counsel or advisors are necessary or appropriate under the circumstances.
IV. Key Functions
The Committee and the Board recognize that the Company’s management is responsible for preparing the Company’s financial statements and that the independent auditors are responsible for auditing those financial statements. Additionally, the Committee and the Board recognize that financial management, including the internal accounting staff, as well as the independent auditors, has more time and knowledge and more detailed information concerning the Company than do Committee members; consequently, in carrying out its responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certificate as to the independent auditors’ work. It is not the duty of the Committee to plan or conduct audits or to determine whether the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles.
A. Oversight Responsibilities
(I) The independent auditors shall be ultimately accountable to the Committee and the Board in connection with the audit of the Company’s annual financial statements and related services. In this regard, the Committee shall be responsible for appointing, overseeing and periodically evaluating the performance of the auditors and, if necessary, terminating the independent auditors. As appropriate, the Committee shall recommend to the Board the submission of its selection of the independent auditors for stockholder ratification at any meeting of stockholders.
(ii) The Committee shall approve the fees to be paid to the independent auditors and any other terms of the engagement of the independent auditors. The Chair (or in his or her absence, a member designated by the Chair) may represent the entire Committee for purposes of this discussion.
(iii) The Committee shall receive from the independent auditors, at least annually, a written statement delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard No. 1. The Committee shall actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that, in the view of the Committee, may affect the objectivity and independence of the independent auditors. If the Committee determines that further inquiry is advisable, the Committee shall recommend that the Board take any appropriate action in response to the independent auditors’ independence.
B. Annual Audit
(I) The Committee shall meet with the independent auditors, chief financial officer and other management personnel in connection with each annual audit to discuss the scope of the audit and the procedures to be followed. The Chair (or in his or her absence, a member designated by the Chair) may represent the entire Committee for purposes of this discussion.
(ii) The Committee shall review¹ and discuss the audited financial statements with the management of the Company.
(iii) The Committee shall discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 as then in effect including, among others: (1) the methods used to account for any significant unusual transaction reflected in the audited financial statements; (2) the effect of significant accounting policies in any controversial or emergent areas for which there is a lack of authoritative guidance or a consensus to be followed by the independent auditors; (3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and (4) any disagreements with management over the application of accounting principles, the basis for management’s accounting estimates, or the disclosures in the financial statements.
(iv) The Committee shall, based on the review and discussion in paragraph B(iii) above, and based on the disclosures received from the independent auditors regarding their independence and discussions with the auditors regarding such independence, conclude whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year subject to the audit.
¹ Auditing Literature, particularly, Statement on Auditing Standards No. 100, defines the term “review” to include a particular set of required procedures to be undertaken by independent accountants. The members of the Audit Committee are not independent accountants, and the term “review” as used in this Amended Audit Committee Charter is not intended to have this meaning. Consistent with footnote 47 of the SEC Release No. 34-42266, any use in this Audit Committee Charter of the term “review” should not be interpreted to suggest that the Committee members can or should follow the procedures required of auditors performing review of interim financial statements.
C. Quarterly Review
(i) The independent auditors are required to review the interim financial statements to be included in Form 10-Q of the Company using professional standards and procedures for conducting such reviews, as established by generally accepted auditing standards as modified or supplemented by the Securities and Exchange Commission, prior to the filing of the Form 10-Q. The Committee, in its discretion, may discuss with management and the independent auditors in person, at a meeting, or by conference telephone call, the results of the quarterly review including such matters as significant adjustments, management judgments, accounting estimates, significant new accounting policies and disagreements with management. The Chair (or in his or her absence, a member designated by the Chair) may represent the entire Committee for purposes of this discussion.
(ii) The Committee shall review the Company’s quarterly and annual financial statements with the Company’s Chief Financial Officer before they are released publicly. The review of annual financial statements shall be conducted prior to publication.
D. Internal Controls
(i) The Committee shall discuss with the independent auditors, at least annually, the adequacy and effectiveness of the accounting and financial controls of the Company, and consider any recommendations for improvement of such internal control procedures.
(ii) The Committee shall discuss with the independent auditors and with management any letter of recommendation provided by the independent auditors and any other significant matters brought to the attention of the Committee by the independent auditors as a result of its annual audit. The Committee should allow management adequate time to consider any such matters raised by the independent auditors.
E. Other Responsibilities
(i) The Committee shall review and reassess the Committee’s Charter at least annually and submit any recommended changes to the Board for its consideration.
(ii) The Committee shall provide the report for inclusion in the Company’s Annual Proxy Statement required by Item 306 of Regulation S-K of the Securities and Exchange Commission.
(iii) The Committee, through its Chair, shall report periodically, as deemed necessary or desirable by the Committee, but at least annually, to the full Board regarding the Committee’s actions and recommendations, if any.
(iv) The Committee may institute investigations of suspected improprieties on any material matter selected by the Committee and is authorized to engage on behalf of the Company special counsel, independent auditors or outside experts when necessary.
(v) The Committee shall annually disclose amounts received by Audit Committee members from the Company and its affiliates and any other transactions with the Company or its affiliates to which they are a party, other than amounts received for service as a Director or Board Committee member. Such disclosure shall be noted in the minutes of the appropriate Committee meeting.
(vi) The Committee shall annually review all existing related party transactions or other conflicts of interest that exist between employees/directors and the Company. The Committee shall review all proposed related party transactions. The Company shall not enter into any related party transactions unless first approved of by the Committee. The Committee may also make recommendations to the full Board of Directors on actions to be taken that relate to any proposed or existing related party transactions.
(viii) The Committee shall determine the appropriate level of funding to be provided by the Company for payment of the independent auditor and outside advisors and any administrative expenses incurred by the Committee in carrying out its duties.
(ix) The Committee shall establish, implement and oversee procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and procedures for confidential, anonymous submissions by Company employees regarding questionable accounting or auditing matters.
Minutes of each meeting will be compiled by the Company’s Corporate Secretary who shall act as Secretary to the Committee, who is also a member of the Company’s internal legal staff, or in the absence of the Corporate Secretary, by an Assistant Corporate Secretary of the Company, or any other person designated by the Committee.
LIFELOC TECHNOLOGIES, INC.
INSIDER TRADING POLICY
This Policy provides guidelines to employees, officers and directors of and consultants to Lifeloc Technologies Inc. (the “Company”) with respect to transactions in the Company’s securities.
V. POTENTIAL CRIMINAL AND CIVIL LIABILITY AND/OR DISCIPLINARY ACTION:
VII. INSIDE INFORMATION REGARDING OTHER PUBLIC COMPANIES:
This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to other companies, including the Company’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with or other services performed on behalf of, the Company. Civil and criminal penalties, and termination of employment may result from trading on inside information regarding the Company’s business partners. All employees should treat Material Nonpublic Information about the Company’s business partners with the same care required with respect to information related directly to the Company.
CODE OF ETHICS
LIFELOC TECHNOLOGIES, INC
(as adopted April 19, 2010)
The board of directors (the "Board") of Lifeloc Technologies, Inc., a Colorado corporation, (the "Company"), has adopted this Lifeloc Technologies, Inc. Code of Ethics (this "Code"), which is applicable to all directors, officers and employees of the Company, to:
No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles. Directors, officers and employees are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Company's Chief Executive Officer or Chairman of the Board, who may consult with the Company's outside legal counsel as appropriate.
This Code may be amended only by unanimous resolution of the Board of Directors.
II. Honest, Ethical and Fair Conduct
Each director, officer and employee of the Company owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.
Each director, officer and employee of the Company must:
The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each director, officer and employee must:
In addition to the foregoing, the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each director, officer and employee must promptly bring to the attention of the Chairman of the Audit Committee of the Board (or the Chairman of the Board) any information he or she may have concerning (i) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
It is the Company's obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.
V. Reporting and Accountability
The Board or Audit Committee of the Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board or the Chairman of the Audit Committee promptly. Failure to do so is itself a breach of this Code.
No person who reports an incident in accordance with the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment, or, in any manner, discrimination against such person in terms and conditions of employment.
VI. Waivers and Amendments
Any waiver, including an implicit waiver, from a provision of this Code or any amendment to this Code that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, is required to be disclosed in a Report on Form 8-K filed with the SEC, unless the Company discloses the required information on its Internet website and has disclosed in its most recently filed annual report its Internet address and intention to provide disclosure in this manner.
A “waiver” means the approval by the Company’s Board of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than technical, administrative or other non-substantive amendments hereto.
All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.
VII. Other Policies and Procedures
Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.
All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company's Chief Executive Officer, or such other compliance officer as shall be designated from time to time by the Company.
Lifeloc Technologies is committed to high standards of ethical, moral and legal business conduct. In line with this commitment, and Lifeloc’s commitment to open communication, this policy aims to provide an avenue for employees to raise concerns and reassurance that they will be protected from reprisals or victimization for whistleblowing. This whistleblowing policy is intended to protect you if you raise concerns regarding Lifeloc.
Harassment or victimization for reporting concerns under this policy will not be tolerated.
Every effort will be made to treat the complainant’s identity with appropriate regard for confidentiality. You may choose to remain anonymous.
This policy encourages employees to put their names to allegations because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously will be explored appropriately, but consideration will be given to:
Bad Faith Allegations
Allegations in bad faith may result in disciplinary action.
Reporting A Concern
The whistleblowing procedure is intended to be used for serious and sensitive issues. Such concerns, including those relating to financial reporting, unethical or illegal conduct, may be reported via our confidential whistle blower hotline.
Notifications of calls will be forwarded to Lifeloc’s current Audit Committee Chairman.
Concerns may also be reported online at www.FRAUDHL.com. Please reference company ID of LIFELOC.
Employment-related concerns should continue to be reported through your normal channels such as The Vice president of Finance and Administration or to the President and CEO.
The Audit Committee of Lifeloc Technologies, Inc. has established internal procedures for the receipt, retention and handling of complaints or concerns relating to financial, accounting and audit matters to ensure appropriate and prompt investigation and response to issues raised under the Company’s Reporting and Accountability section contained in the Company’s Code of Ethics (the "Whistleblower Policy"). These internal procedures should be read in conjunction with the Whistleblower Policy.
These procedures are intended to be general guidelines only. The Audit Committee may deviate from these guidelines in specific cases as it deems appropriate based on the facts and circumstances of any particular complaint or concern.
Lifeloc was incorporated in 1983 under the name Evergreen Investor Services, Inc. In 1998 the Company changed its name to Lifeloc Technologies, Inc. Lifeloc became a public company on May 31, 2011.
Lifeloc Technologies, Inc. is not related or affiliated in any way with Lifelock, the identity theft protection company.
Lifeloc is incorporated in the state of Colorado.
Lifeloc's corporate headquarters are located at:
12441 West 49th Avenue, Suite 4
Wheat Ridge, CO 80033
Tel: (303) 431-9500
Lifeloc currently does not have a direct stock purchase plan. However, Lifeloc's stock may be purchased through any brokerage firm, including discount or online brokerage services.
Lifeloc currently does not issue dividends and does not have a DRIP. We intend to retain earnings to finance future growth, including internal development and possible acquisitions.
Contact your broker and inquire about Lifeloc's share price. Alternatively our trading activity is reported on most online stock trading services such as Yahoo and Google, as well as OTCMarkets.com.
Please contact your favorite stockbroker to inquire about Lifeloc stock or you may purchase Lifeloc stock through many of the major online stock trading companies such as Schwab, TDAmeritrade, Etrade and others.
Please follow this link to the SEC's website for electronic copies of the materials we file with the SEC (including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, the Section 16 reports filed by our executive officers, directors and 10% stockholders and amendments to those reports).
Lifeloc's reporting year ends on December 31.
Lifeloc announces its quarterly earnings within 45 days after the end of each quarter, and annual earnings within 90 days of our year end.
The date for the next annual meeting of shareholders will be publicized after the board meets in April.
Lifeloc files quarterly reports with the SEC. See our SEC Filings for details.
As of December 31, 2014 Lifeloc had 38 full time employees.
As of May 31, 2011, we had 2,447,416 shares of common stock issued and outstanding.
All questions regarding your ownership of Lifeloc stock should be addressed to our transfer agent.
Send your written inquiries to:
Corporate Stock Transfer
3200 Cherry Creek Drive South
Denver, CO 80209
Tel: (303) 282-4800
Fax: (303) 282-5800
A transfer agent and registrar for a publicly held company keeps records of stock held by registered shareholders, including shares held in certificate form. When stock changes hands, the transfer agent updates the record of ownership of the stock. The transfer agent does not maintain records of shares bought and sold through brokerage accounts and held in "street name." Such records are maintained by the specific brokerages through whom shares are bought and sold.
The transfer agent is also responsible for escheatment, which is the legally-required process of transferring unclaimed property to the state. If you are a registered shareholder of Lifeloc stock, it is critical that you maintain current contact information with the transfer agent; otherwise, you are at risk of having your shares escheated. If you hold your shares through a brokerage account, you need only ensure that your address is current with your brokerage firm.
Corporate Stock Transfer
3200 Cherry Creek Drive South
Denver, CO 80209
Tel: (303) 282-4800
Fax: (303) 282-5800
If you own shares through a brokerage firm, you need to contact the brokerage firm directly to change your account address.
If you're a registered shareholder you need to contact Lifeloc's transfer agent. See: Who is Lifeloc's Transfer Agent?
Common Stock: 53220 Y 207
Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
Tel: (303) 892-9400
Fax: (303) 893-1379
5299 DTC Blvd., Ste. 1000
Greenwood Village, CO 80111-3329
If you can't find the information you're looking for on our website, please feel free to contact us or write to us here:
Lifeloc Technologies Inc.
12441 West 49th Avenue, Suite 4
Wheat Ridge, CO 80033
Market makers vary from time to time. As our sales and earnings grow, we expect to attract more trading volume and more market makers.
If you believe you have lost your share certificates please double check as most often they have been misfiled rather than lost. There is a cost to replacing share certificates which is borne by the shareholder. To replace a lost certificates the shares must be bonded. The cost of the bond, at the time of writing (Feb/2015), is either 3% of the current market value or a minimum of $150.00 whichever is greater at the time of the filing. The shareholder must send our transfer agent an email and or letter informing them of the details of what is lost and a current address.