NACD-Colorado Chapter

May 19, 2010
Breakfast Meeting

The Role of Directors in the Liquidity/Exit Process

Program Overview – This panel will discuss the role of directors in helping a company prepare for and seek new avenues to liquidity. How do you as a director best help prepare a company for a liquidity event – be it an IPO, a merger with another company or for being acquired? Topics such as how to balance the liquidity needs of various classes of shareholders with the capital needs of the business in order to maximize shareholder value will be addressed. What is the directors’ role in the M&A process? Should they initiate transactions? Should directors engage directly with buyers? If so, under what circumstances? How do prior relationships with investment bankers affect the ability of a company to utilize that investment banker? How do you handle the conflict of being an investor as well as a director? We will discuss the role of representing private equity at a Board meeting as well as address real director experiences in dealing with management who do not want to sell. All panelists have extensive experience with this subject, as investors, advisors and Board members of both public and private companies.

Kathy Cunningham (Moderator) has served in a number of roles as either CFO or COO of various high technology companies, including Novatix Corporation, Webroot Software, Requisite Technology and NxTrend Technology Inc. Ms. Cunningham also worked as a CFO for publicly held firms US West Inc., First Interstate Bancorporation and Government Employees Financial Corporation. She is immediate Past President and a member of the Board of Directors of the National Association of Corporate Directors – Colorado Chapter and currently serves on the Advisory Board of Q Advisors, LLC. Ms. Cunningham served on the Board of Quality Rail Services which was sold in December 2008. Until May 2006, she was the Chairman of the Board of Directors of Raindance Communications, and served on its audit and compensation committees. She also served on the Board of Directors, audit and finance committees of J D Edwards Corp. prior to its’ acquisition by Oracle Corp. and on the Board of Directors and audit committee of Activant Corporation of Austin, Texas. Ms. Cunningham is a graduate of the Harvard Business School Audit Governance series and the Directorship Corporate Governance and Leadership forum and holds the NACD Director certificate. She is past President of Financial Executives Institute and past Chair and co-founder of the Colorado Software and Internet Association. Her undergraduate degree is from the University of Wisconsin (Madison) with majors in Economics and Political Science and she has an MBA degree in Finance from the University of Denver.

Steven Halstedt is a Co-founder and a managing director of Centennial Ventures, a private venture firm formed in 1981. From 1976 to 1981, he was president of Daniels & Associates, an investment banking firm specializing in the cable television industry and a member of the leadership team for the parent company, Daniels Properties, Inc., a cable television MSO. Previously, he was an investment manager in the Private Placement Department of the Travelers Insurance Corporation. Before that, Mr. Halstedt was a combat engineer platoon leader and a battalion assistant operations officer in the U.S. Army in Vietnam. Mr. Halstedt presently serves on the board of AMG National Trust Bank and is Chairman of the Board of Market Force Information. He has been chairman of a number of successful publicly traded companies including OneComm, Inc. and Verio, Inc. He was the founding president and a former chairman of the Venture Capital Association of Colorado, and is a former board member of the National Venture Capital Association. He serves on the board of the Denver School of Science and Technology, the advisory board of the Center for Colorado’s Future at the University of Denver and as a member of the Colorado Forum. Mr. Halstedt was the recipient of an Ernst & Young Entrepreneur of the Year award for the Rocky Mountain region in 1999. He received a B.S. with Distinction from Worcester Polytechnical Institute, where he currently serves on the Board of Trustees, and an M.B.A. from the Amos Tuck School of Dartmouth College, where he was a Tuck Scholar. He also attended the University of Connecticut School of Law.

Ron Levine serves on the Executive Committee of Davis Graham & Stubbs. His practice centers on corporate finance and merger and acquisition transactions for public and private companies. He has served as counsel for bidders and targets in acquisitions of public and private companies in various industries, including technology, business services, restaurant/retail, manufacturing and natural resources. He represents a number of major private equity funds in investment and merger and acquisition transactions, as well as a number of hedge funds. In the corporate finance field, he has served as underwriters’ and company counsel in debt and equity offerings for domestic and foreign companies in a variety of industries including tech services, oil and gas, restaurant/retail, banking, biotechnology, mining, health care, medical instruments, semiconductors and services. Mr. Levine has acted or acts as the outside general counsel for a number of public companies. His practice also includes counseling clients on securities disclosure and compliance issues, technology transfer, equity compensation and general corporate counseling. He has been recognized as a leading corporate and mergers and acquisitions lawyer by Chambers & Partners in their annual client guides for the last three years. He was also selected for inclusion in The Best Lawyers in America® by Woodward/White, Inc. for 2005 and 2006 in the areas of corporate governance law, corporate law, mergers and acquisitions law and securities law, was named as a 2006 Colorado Super Lawyer by Law & Politics magazine. Mr. Levine received a J.D. (cum laude) from Harvard University and a B.S. from Cornell University.

Dave Maney is the Co-Founder & Chief Executive Officer of Independent Nation LLC, a political information services firm focused on independent voters. He was formerly Co-Founder & Chairman of Headwaters MB LLC, a Denver-based middle market merchant banking firm, and before that, Co-Founder & Chief Executive Officer of Worldbridge Broadband Services Inc. before it was sold to C-Cor Electronics (NASDAQ: CCBL). Mr. Maney is a director of both Independent Nation and Headwaters, and is the founder and co-chair of the Young Presidents Organization “Building a Board of Directors as a Strategic Weapon” seminar. He has previously been a director of Coherent Technologies Inc., Vsys Inc., Worldbridge Broadband Services Inc., and The Black Hills Corporation (NYSE: BKH). Mr. Maney offers his economic views and commentary regularly on Fox News and Fox Business Network. He has been a Young Presidents Organization member in the Colorado Chapter since 1998 and served as YPO’s International Education Chair for three years (2005 – 2008) and as a member of its Board of Directors. He is a graduate of the Stanford University Graduate School of Business and the State University of New York at Binghamton.
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We greatly appreciate Mark Soane for his assistance in organizing the May program. He is on the Board of Directors of NACD-CO and is a founding member of Appian Ventures and serves on its investment committee.

Time: 7:00 AM
Cost:   Members - $29 / Non-Members - $44
Location: Denver Country Club
                  1700 E. 1st Avenue
                  Denver, CO 80218
Agenda:
7:00-7:30 AM: Coffee & Networking
7:30-8:00 AM: Breakfast
8:00-9:00 AM: Program

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