SEC Company Response from EDUCATIONAL DEVELOPMENT CORP (EDUC) (CIK 0000031667) (EDUC) — Mar 31, 2016
EDUCATIONAL DEVELOPMENT CORP (EDUC) (CIK 0000031667)
Date: March 31, 2016 · CIK: 0000031667 · Accession: 0001185185-16-004113
AI Filing Summary & Sentiment
File numbers found in text: 000-04957
Referenced dates: February 16, 2016
Letter
Office of Consumer Products Division of Corporate Finance Securities and Exchange Commission File No. 000-04957 Definitive Proxy Statement on Schedule 14A Filed June 16, 2015 File No. 000-04957
Dear Ms. Ransom:
In response to your comments in your letter dated February 16, 2016, letter:
Form 10-K for Fiscal Year Ended February 28, 2015
Directors and Executive Officers of the Registrant
(b) Identification of Executive Officers, page 18
1.
We note your disclosure that the “[i]nformation regarding [y]our executive officers required by Item 401 of Regulation S-K is presented in Item 1 under the subcaption ‘Executive Officers.’” However, no such disclosure appears to be included in this filing. In future filings, please ensure that the information required by Item 401 of Regulation S-K is properly disclosed in your Annual Report on Form 10-K. Please tell us what this disclosure will look like.
In future filings either on Form 10-K or in our annual proxy statement, we will have a disclosure similar to the following.
Executive Officers of the Registrant
The name, age, period of service and title of each of our executive offices as of March 25, 2016, are listed below.
Randall W. White
President and Chairman of the Board
Age: 73
President and Chairman of the Board of EDC since 1986 and Treasurer of EDC from February 1984. From 1980 until joining EDC in 1983, Chief Financial Officer of Nicor Drilling Company, Tulsa, Oklahoma, an oil and gas drilling company.
Marilyn Pinney
Controller and Corporate Secretary
Age: 52
Controller and Corporate Secretary since 2007
Craig White
Vice President Information Technology
Age: 47
Vice President Information Technology since 1994
Signatures
2.
In future filings, please revise the second signature block to identify your principal executive officer. Refer General Instruction D (2) to Form 10-K.
In future filings of our annual Form 10-K, we will parenthetically denote our Principal Executive Officer to Randall W. White’s title since he also represents the company in this capacity.
Definitive Proxy Statement on Schedule 14A
Compensation of Directors, page 8
3.
In future filings, please provide a table detailing the compensation for your directors. Refer to Item 402(r) of Regulation S-K. Please tell us what this disclosure will look like.
In future filings of our annual proxy statement, we will have a disclosure similar to the following with the appropriate narrative as needed.
Director Compensation
Name
Fees earned or paid in cash($)
Stock Awards($)
Option Awards($)
Non-equity incentive plan compensation
Nonqualified deferred
compensation earnings
All Other Compensation($)
Total($)
Ronald T. McDaniel
Kara Gae Neal
John A. Clerico
Randall W. White
Betsy Richert
Employment Contracts, page 10
4.
In future filings, please disclose the material terms of Ms. Pinney’s employment agreement as your Principal Financial and Accounting Officer. Refer to Item 402(o)(1) of Regulation S-K. If applicable, please also disclose in the Summary Compensation Table, any compensation paid or earned by Ms. Pinney. Refer to Item 402(m)(2) of Regulation S-K. Please tell us what your disclosure will look like.
In future filings either on Form 10-K or in our annual proxy statement we will disclose that no formal employment agreement is in place for Ms. Pinney’s employment. For future Executive Compensation tabular disclosure, we will have a disclosure similar to the following with the appropriate narrative as needed.
Summary Compensation Table
Name and Principal Position
Fiscal Year
Salary($)
Bonus($)
Stock Awards($)
Option Awards($)
Non-equity incentive plan compensation
Nonqualified deferred
compensation earnings
All Other Compensation($)
Total($)
Randall W. White
155,000
28,000
11,600
194,600
Randall W. White
150,000
28,000
3,300
181,300
Craig White
101,200
10,000
12,900
124,100
Craig White
95,000
10,000
3,700
108,700
Ms. Pinney’s annual compensation for the respective fiscal years ended February 28, 2015 and 2014 did not exceed $100,000 and thus, is not disclosed in the Executive Compensation table as permitted under Item 402 (m)(2)(iii) of Regulation S-K. The Company will include Ms. Pinney’s annual compensation in future filings if she meets or exceeds the $100,000 annual compensation threshold.
Compensation Committee Report, page 10
5.
Please revise your disclosure in future filings, to provide a more detailed discussion of the performance-based cash bonus component of your compensation plan. Refer to Item 402(m)(1) of Regulation S-K. Please tell us what your future disclosure will look like.
In future filings either on Form 10-K or in our annual proxy statement, we will have a disclosure similar to the following.
Annual Bonuses
The Company has not had a formal policy regarding bonuses, and payment of bonuses has been purely discretionary and is largely based on the recommendations of the Compensation Committee. Cash bonuses are not expected to be a significant portion of the executive compensation package. The annual discretionary bonus is reported in the “Bonus” column of the “Summary Compensation Table” for each Named executive officer.
Finally, Educational Development Corporation’s management recognizes:
·
that it is responsible for the adequacy and accuracy of the disclosure in the filing;
·
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
·
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
Marilyn Pinney
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CORRESP
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filename1.htm
edc-corresp033016.htm
Ms. Mara L. Ransom
Assistant Director
Office of Consumer Products
Mail Stop 3561
Division of Corporate Finance
Securities and Exchange Commission
Washington D. C. 20549
Re: Educational Development Corporation
Form 10-K for Fiscal Year Ended February 28, 2015
Filed May 28, 2015
File No. 000-04957
Definitive Proxy Statement on Schedule 14A
Filed June 16, 2015
File No. 000-04957
Dear Ms. Ransom:
In response to your comments in your letter dated February 16, 2016, letter:
Form 10-K for Fiscal Year Ended February 28, 2015
Directors and Executive Officers of the Registrant
(b) Identification of Executive Officers, page 18
1.
We note your disclosure that the “[i]nformation regarding [y]our executive officers required by Item 401 of Regulation S-K is presented in Item 1 under the subcaption ‘Executive Officers.’” However, no such disclosure appears to be included in this filing. In future filings, please ensure that the information required by Item 401 of Regulation S-K is properly disclosed in your Annual Report on Form 10-K. Please tell us what this disclosure will look like.
In future filings either on Form 10-K or in our annual proxy statement, we will have a disclosure similar to the following.
Executive Officers of the Registrant
The name, age, period of service and title of each of our executive offices as of March 25, 2016, are listed below.
Randall W. White
President and Chairman of the Board
Age: 73
President and Chairman of the Board of EDC since 1986 and Treasurer of EDC from February 1984. From 1980 until joining EDC in 1983, Chief Financial Officer of Nicor Drilling Company, Tulsa, Oklahoma, an oil and gas drilling company.
Marilyn Pinney
Controller and Corporate Secretary
Age: 52
Controller and Corporate Secretary since 2007
Craig White
Vice President Information Technology
Age: 47
Vice President Information Technology since 1994
Signatures
2.
In future filings, please revise the second signature block to identify your principal executive officer. Refer General Instruction D (2) to Form 10-K.
In future filings of our annual Form 10-K, we will parenthetically denote our Principal Executive Officer to Randall W. White’s title since he also represents the company in this capacity.
Definitive Proxy Statement on Schedule 14A
Compensation of Directors, page 8
3.
In future filings, please provide a table detailing the compensation for your directors. Refer to Item 402(r) of Regulation S-K. Please tell us what this disclosure will look like.
In future filings of our annual proxy statement, we will have a disclosure similar to the following with the appropriate narrative as needed.
Director Compensation
Name
Fees earned or paid in cash($)
Stock Awards($)
Option Awards($)
Non-equity incentive plan compensation
Nonqualified deferred
compensation earnings
All Other Compensation($)
Total($)
Ronald T. McDaniel
800
800
Kara Gae Neal
800
800
John A. Clerico
400
400
Randall W. White
0
0
Betsy Richert
800
800
Employment Contracts, page 10
4.
In future filings, please disclose the material terms of Ms. Pinney’s employment agreement as your Principal Financial and Accounting Officer. Refer to Item 402(o)(1) of Regulation S-K. If applicable, please also disclose in the Summary Compensation Table, any compensation paid or earned by Ms. Pinney. Refer to Item 402(m)(2) of Regulation S-K. Please tell us what your disclosure will look like.
In future filings either on Form 10-K or in our annual proxy statement we will disclose that no formal employment agreement is in place for Ms. Pinney’s employment. For future Executive Compensation tabular disclosure, we will have a disclosure similar to the following with the appropriate narrative as needed.
Summary Compensation Table
Name and Principal Position
Fiscal Year
Salary($)
Bonus($)
Stock Awards($)
Option Awards($)
Non-equity incentive plan compensation
Nonqualified deferred
compensation earnings
All Other Compensation($)
Total($)
Randall W. White
2016
155,000
28,000
11,600
194,600
Randall W. White
2015
150,000
28,000
3,300
181,300
Craig White
2016
101,200
10,000
12,900
124,100
Craig White
2015
95,000
10,000
3,700
108,700
Ms. Pinney’s annual compensation for the respective fiscal years ended February 28, 2015 and 2014 did not exceed $100,000 and thus, is not disclosed in the Executive Compensation table as permitted under Item 402 (m)(2)(iii) of Regulation S-K. The Company will include Ms. Pinney’s annual compensation in future filings if she meets or exceeds the $100,000 annual compensation threshold.
Compensation Committee Report, page 10
5.
Please revise your disclosure in future filings, to provide a more detailed discussion of the performance-based cash bonus component of your compensation plan. Refer to Item 402(m)(1) of Regulation S-K. Please tell us what your future disclosure will look like.
In future filings either on Form 10-K or in our annual proxy statement, we will have a disclosure similar to the following.
Annual Bonuses
The Company has not had a formal policy regarding bonuses, and payment of bonuses has been purely discretionary and is largely based on the recommendations of the Compensation Committee. Cash bonuses are not expected to be a significant portion of the executive compensation package. The annual discretionary bonus is reported in the “Bonus” column of the “Summary Compensation Table” for each Named executive officer.
Finally, Educational Development Corporation’s management recognizes:
·
that it is responsible for the adequacy and accuracy of the disclosure in the filing;
·
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
·
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
Marilyn Pinney
Controller and Corporate Secretary
Educational Development Corporation