##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003 Commission File No. 000-24134 Integrity Media, Inc. (Exact name of registrant as specified in its charter)
 Delaware
    
    63-0952549(State or other jurisdiction of
incorporation or organization)
    
    (IRS Employer Identification No.)
 1000 Cody Road
Mobile, Alabama 36695    (Address of principal executive offices, zip code) (251) 633-9000    (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, $0.01 Par Value(Title of Class) 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 x 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 the registrants knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K or any
amendment to this form 10-K. x Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes o No x The aggregate market value of the Class A Common Stock held by
non-affiliates of the registrant, based upon the closing price of the Class A
Common Stock on the Nasdaq National Market on June 30, 2003, the last business
day of the registrants most recently completed second fiscal quarter, was
$11,511,361.14. Solely for the




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purpose of the foregoing calculation, all executive officers and directors
of the registrant have been deemed to be affiliates of the registrant. The number of shares of the registrants Class A Common Stock, $0.01 par
value per share, outstanding at March 12, 2004 was 2,384,783. The number of shares of the registrants Class B Common Stock, $0.01 par value
per share, outstanding at March 12, 2004 was 3,385,000. 2




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TABLE OF CONTENTS  EXPLANATORY NOTEPART III.PART IVINDEX TO EXHIBITSSIGNATURESEX-31.1 302 CERTIFICATION OF CEOEX-31.2 302 CERTIFICATIONS OF CFO    Table of Contents  
 EXPLANATORY NOTE On April 14, 2004, Integrity filed with the Securities and Exchange
Commission its Annual Report on Form 10-K for the year ended December 31, 2003
(the Initial 10-K). Because Integrity has determined that it will not file
its Proxy Statement prior to the April 29, 2004 deadline, Integrity is
providing the information required by Part III (Items 10, 11, 12, 13 and 14) of
Form 10-K by amendment in accordance with General Instruction G(3) of Form
10-K. This Annual Report on Form 10-K/A amends Items 10, 11, 12, 13 and 14 of
Part III of the Initial 10-K in order to include those disclosures required by
Part III of Form 10-K. Special Cautionary Notice Regarding Forward-Looking Statements Certain of the matters discussed in this document and in documents
incorporated by reference herein, including matters discussed under the caption
Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations of Integritys Annual Report on Form 10-K for the year
ended December 31, 2003, may constitute forward-looking statements for purposes
of the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended, and as such may involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of Integrity Media, Inc. and Subsidiaries (the Company or
Integrity) to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. The
words expect, anticipate, intend, plan, believe, seek, estimate,
and similar expressions are intended to identify such forward-looking
statements. For any forward-looking statements contained, or incorporated by
reference, herein, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. The Companys actual results may differ materially from
the results anticipated in these forward-looking statements due to a variety of
factors, including without limitation those discussed in Managements
Discussion and Analysis of Financial Condition and Results of Operations  Risk
Factors of Integritys Annual Report on Form 10-K for the year ended December
31, 2003. All written or oral forward-looking statements attributable to the
Company are expressly qualified in their entirety by this cautionary notice.
Any forward-looking statements represent managements estimates only as of the
date of this report and should not be relied upon as representing estimates as
of any subsequent date. While Integrity may elect to update forward-looking
statements at some point in the future, Integrity specifically disclaims any
obligation to do so, even if its estimates change. 3




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PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Directors The following table sets forth the names of the directors of Integrity,
their ages and first year elected director, their positions with Integrity and
their principal occupations and employers for at least the last five years.
For information concerning directors ownership of common stock, see
Beneficial Owners of More Than Five Percent of Integritys Common Stock;
Shares Held by Directors and Executive Officers. Positions with Integrity, PrincipalName and Year First
    
    
    
    
    
    Occupations During at Least the Past FiveElected Director
    
    Age
    
    Years, and Other DirectorshipsP.
Michael Coleman(1987)
    
    
    50
    
    
    Mr. Coleman co-founded Integrity in 1987 when
he and a partner purchased the music
operations of Integrity Communications, Inc.
from Charles Simpson Ministries, Inc. He has
served as Chairman, President and the Chief
Executive Officer of Integrity since 1987.
In his capacity, Mr. Coleman oversees the
company and the senior manager of the Music
division, Book division, Finance and
Administration, Legal Affairs, and the Direct
to Customer division. Prior to 1987, Mr.
Coleman served as president of several
different organizations in the Christian
communications industry. In December 1999,
Mr. Coleman earned a Master of Business
Administration degree for global executives
from Duke University.Jean
C. Coleman(1993)
    
    
    57
    
    
    Mrs. Coleman has extensive experience in
Christian ministry, speaks regularly to
Christian womens groups and is the wife of
P. Michael Coleman.William
A. Jolly(2001)
    
    
    49
    
    
    Mr. Jolly has been a partner of Fine
Equities, Inc. since 1996. Fine Equities,
Inc. is a boutique investment bank that
specializes in financing consumer product,
biotech and medical device companies,
investment advisory services and corporate
restructurings. From 1994-1996 Mr. Jolly was
the Vice President of Worldwide Consumer
Products Asia-Pacific Region for Scott
Worldwide, Inc. Prior to working with Scott
Worldwide, Inc., Mr. Jolly worked for Procter
& Gamble, most recently as the President
Director of its operations in Indonesia. Mr.
Jolly received a Masters of Business
Administration from the University of North
Carolina at Chapel Hill, North Carolina and
graduated from Duke University with a
Bachelors Degree in Management Sciences and
French Literature.Charles
V. Simpson(1987)
    
    
    66
    
    
    Reverend Simpson is the retired Senior Pastor
of the Covenant Church of Mobile, where he
previously served from 1973 to 1987 and then
from 1992 to 1999. Reverend Simpson is
Chairman of Charles Simpson Ministries, which
publishes Christian Conquest magazine, The
Covenant and the Kingdom Curriculum and a
monthly pastoral letter.Heeth Varnedoe III
(1993)
    
    
    67
    
    
    Mr. Varnedoe was President and Chief
Operating Officer from 1986 to 1997 of
Flowers Industries Inc., a publicly-traded
company which produces bread and other baked
products. Mr. Varnedoe retired from Flowers
Industries in 1997.
 4




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Positions with Integrity, PrincipalName and Year First
    
    
    
    
    
    Occupations During at Least the Past FiveElected Director
    
    Age
    
    Years, and Other DirectorshipsJimmy M. Woodward
(1999)
    
    
    43
    
    
    Mr. Woodward currently serves as Senior Vice
President and Chief Financial Officer of
Flowers Foods Inc. and has held that position
since March 26, 2001. Prior thereto, he was
Vice President and Chief Financial Officer of
Flowers Industries since 1997. Mr. Woodward
joined Flowers Industries in 1985 as Tax
Accounting Manager and served as Assistant
Treasurer from 1990 to 1997. Mr. Woodward is
a director of PRG-Schultz International, Inc.
(NASDAQ: PRGX) and a former director of
Keebler Foods Company.
 Executive Officers of Integrity Except for Mr. Coleman, who serves as Integritys Chairman, President and
Chief Executive Officer and who is discussed above, the following table sets
forth the names of the executive officers of Integrity, their ages, their
positions with Integrity and their principal occupations and employers for at
least the last five years. For information concerning executive officers
ownership of common stock, see Beneficial Owners of More Than Five Percent of
Integritys Common Stock; Shares Held by Directors and Executive Officers. Positions with Integrity and PrincipalName
    
    Age
    
    Occupations During at Least the Past Five YearsJerry W. Weimer
Executive Vice
President and Chief
Operating Officer
    
    
    56
    
    
    Mr. Weimer joined Integrity in March 1996 as
Executive Vice President and Chief Operating
Officer. Mr. Weimers previous experience
includes more than 20 years in the music
industry. From 1992 to 1996, he held the
position of Executive Vice President of
Word, Inc., the former Christian music
division of Thomas Nelson, Inc., and prior
to 1991 he was President of the Gaither
Management Group, which is involved in
Christian music publishing. In December
2001, Mr. Weimer was appointed President and
Chief Operating Officer of Integrity Music,
Inc., the music division of Integrity. In
this role, Mr. Weimer oversees the
operations of the music division, which
includes INO Records, LLC. He continues to
be Executive Vice President and Chief
Operating Officer of the parent company,
Integrity Media, Inc.Donald S. Ellington
Senior Vice
President of
Finance and
Administration
    
    
    48
    
    
    Mr. Ellington joined Integrity in May 2000 as
Senior Vice President of Finance and
Administration and its chief financial
officer. Mr. Ellingtons responsibilities
include management of the accounting
department and all aspects of internal and
external financial reporting. He is also
responsible for the administrative functions
of Integrity, including risk management and
human resources. Additionally, he is
responsible for certain operational areas of
Integrity, among them information
technology, inventory management and
distribution center. From August 1998 to May
2000, Mr. Ellington was the Chief Operating
Officer for Ray Wallace and Associates, and
from August 1994 to August 1998, he was
Corporate Controller for Bio-Lab, Inc. a
wholly-owned subsidiary of Great Lakes
Chemical Corporation.
 5




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Positions with Integrity and PrincipalName
    
    Age
    
    Occupations During at Least the Past Five YearsDonald J. Moen
Executive Vice
President and
Creative Director
    
    
    53
    
    
    Mr. Moen joined Integrity as Creative/Product
Director in February 1988 and is currently
Executive Vice President and Chief Creative
Officer. In this position, Mr. Moen provides
creative direction and oversight to the
music product creation process. Also, as an
artist and songwriter, Mr. Moen has
completed numerous recordings for Integrity
and has been a worship leader for the
Hosanna! Music series. In 1994, Integritys
musical God With Us, for which Mr. Moen
was the key creative director, won a Dove
Award for best musical. In 1993, he was a
Dove Award nominee for his recording
Worship with Don Moen, and in 1992, he was
a nominee for his song God Will Make a
Way.Keith J. Manwaring
Senior Vice
President and
Managing Director
of Integrity
International Group
    
    
    57
    
    
    Mr. Manwaring joined Integrity in November
1990 as the Managing Director of Integritys
Australian subsidiary. In February 1992, Mr.
Manwaring transferred to Integritys
headquarters in Mobile, Alabama where he
assumed the position of Vice President,
International, Church Resources and Special
Sales. In September 1995, certain areas of
Integrity were restructured and Mr.
Manwaring became solely responsible for
international sales as Senior Vice
President, International. In December 1996,
Mr. Manwarings title was changed to Senior
Vice President and Managing Director of
Integrity International Group to reflect his
management responsibilities for all
international activities including oversight
of all of Integritys international
subsidiaries.Daniel D. McGuffey
Senior Vice
President and Chief
Marketing Officer
    
    
    50
    
    
    Mr. McGuffey joined Integrity in January 1997
as Senior Vice President, General Manager of
the Integrity Label Group. In August 1999,
Mr. McGuffey was promoted to Senior Vice
President and Chief Marketing Officer,
responsible for all North American consumer
sales and marketing. In January 2003, Mr.
McGuffeys role as Chief Marketing Officer was
expanded to include responsibility for global
branding strategies and marketing for all of
Integritys product divisions. Prior to
joining Integrity, Mr. McGuffey was Vice
President of Marketing and Sales for Star
Song Communications, a Christian music
publisher, from 1992 to December 1996, where
he was instrumental in the marketing and
sales development of over 30 artists and
labels. He also held the position of Vice
President of Marketing and Sales for Reunion
Records from 1991 to 1992 and began his
career in the music industry in 1980 with
the Sparrow Corporation, a Christian music
publisher, where he served as Vice
President, Sales, from 1986 through 1991.Chris E. Thomason
Senior Vice
President and
General Manager of
the Integrity Label
Group
    
    
    41
    
    
    Mr. Thomason joined Integrity in 1992 as an
Assistant Manager of Song Development. He
then moved to Assistant Artists and Repertoire
(A&R) Manager and then to Director of A&R.
He was promoted to Vice President of Creative
Group in 1997. In January 2001, he was
promoted to Senior Vice President of the
Creative Group. In January 2003, he was
promoted to his current position of Senior
Vice President and General Manager of the
Integrity Label Group, where he oversees
product development, song development,
studios, music production and A&R functions
for this group. CBA Trade sales and
marketing functions also
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Positions with Integrity and PrincipalName
    
    Age
    
    Occupations During at Least the Past Five Yearsreport to Mr.
Thomason. Prior to joining Integrity, Mr.
Thomason was employed by Gold Mine Studios
and co-owned Duckworth Studios.Robert G. Rist
Senior Vice
President, General
Manager Integrity
Direct, LLC
    
    
    57
    
    
    Mr. Rist joined Integrity on March 31, 1997,
as Vice President, Church Resources. In
January 2001, he was promoted to Senior Vice
President, Church Resources and Music
Publishing. In January 2003, he was promoted
to his current position of Senior Vice
President and General Manager of Integrity
Direct, LLC. In his new capacity, Mr. Rist
is responsible for all direct-to-consumer
functions, including continuity clubs,
Internet and church sales. Prior to joining
Integrity, Mr. Rist served as President of
Warner Press in Anderson, Indiana, for seven
years and prior to that for 14 years in
various positions at Alexandria House, Inc.,
a music distribution company in Alexandria,
Indiana.Byron Williamson
President and Chief
Executive Officer
of Integrity
Publishers, Inc.,
Integritys
book-publishing
subsidiary
    
    
    58
    
    
    Mr. Williamson joined Integrity on June 1,
2001 as President and Chief Executive Officer
of Integrity Publishers, Inc., a subsidiary
created by Integrity for the purpose of
developing and publishing Christian books.
Prior to joining Integrity, Mr. Williamson
held various key positions in the Christian
publishing industry. From 1989 to 1998, he
led Word Publishing, becoming its President
in 1992 when it was acquired by Thomas
Nelson, Inc. From 1995 until 1998, he served
as President of the newly consolidated
Thomas Nelson/Word Publishing, which had
become the tenth-largest general trade
publisher in the United States. From 1977 to
1988 he was employed by Sweet/Worthy
Publishing, where he was named President in
1985. Word, Inc. acquired this Ft.
Worth-based publisher of educational and
training materials, childrens books and
commercially successful Bible translations
in late 1988.Jeffory Moseley
President of INO
Records, LLC
    
    
    43
    
    
    Mr. Moseley founded M2 Communications, L.L.C.
He is a 23 year veteran of the Christian music
industry. He has helped shape the careers of
artists as diverse as MercyMe, SonicFlood,
Amy Grant, Michael W. Smith, 4Him, Newsboys
and CeCe Winans. He has served as the
president of three record labels before
starting M2 Communications in 1999. M2 was
purchased by Integrity Media, Inc. in 2002
and its name changed to INO Records, LLC in
2003, and Mr. Moseley remains the president
of the company. Mr. Moseley is a member of
several boards including the Christian Music
Trade Association, Young Life, Christian
Booksellers Association, and the Gospel
Music Association where he served as the
Chairman of the Board for over two years.
 Composition of Board of Directors Integritys Bylaws provide that its Board of Directors shall consist of
not less than three, nor more than twelve, individuals, with the exact number
of directors determined by a resolution of the Board of Directors. Pursuant to
Integritys Bylaws, its Board of Directors has set the number of directors at
six. Each director is serving a one-year term ending at the 2004 Annual
Meeting of Stockholders and until his or her successor is duly elected and
qualified or until his or her earlier resignation or removal. 7




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Committees of the Board of Directors Audit Committee. The Audit Committee is currently composed of three
members who are independent within the meaning of the NASD listing standards
and who are otherwise qualified to serve on the Audit Committee under those
standards. The members of the Audit Committee are Jimmy M. Woodward
(Chairman), Heeth Varnedoe III and William A. Jolly. Mr. Woodward is a
financial expert within the definition of that term under the applicable SEC
regulations. The Audit Committee oversees managements conduct of the financial
reporting process, the system of financial and administrative controls and the
annual independent audit of Integritys financial statements. In addition, the
Audit Committee makes recommendations to the Board of Directors regarding
Integritys employment of independent auditors, reviews the independence of
such auditors, approves the scope of the annual activities of the independent
auditors and reviews audit results. Compensation Committee. The members of the Compensation Committee are
Heeth Varnedoe III (Chairman), Jimmy M. Woodward and William A. Jolly. The
function of the Compensation Committee is to review and approve the
compensation of executive officers and establish targets and incentive awards
under Integritys incentive compensation plans. Code of Ethics As a Nasdaq listed company, we are required to develop a code of conduct
that applies to all of our directors, officers and employees by May 4, 2004.
We are currently developing an Integrity Standards of Conduct and Ethics that
will be adopted prior to Nasdaqs May 4, 2004 deadline, and when it is adopted
we will make it publicly available on our website at www.integritymedia.com. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires Integritys
officers and directors, and persons who own more than ten percent of a
registered class of Integritys equity securities, to file reports of ownership
and changes in ownership of such securities with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.
Integritys officers, directors and greater than ten percent beneficial owners
are required by applicable regulations to furnish Integrity with copies of all
Section 16(a) forms that they file. Based solely upon a review of the copies of the forms furnished to
Integrity, or written representations from certain reporting persons that no
other reports were required, Integrity believes that during fiscal 2003 all of
its officers and directors and greater than ten percent beneficial owners
complied with all applicable filing requirements. 8




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ITEM 11. EXECUTIVE COMPENSATION. The following table presents certain summary information concerning
compensation paid or accrued by Integrity for services rendered in all
capacities during the fiscal years ended December 31, 2003, 2002 and 2001 for
(i) the President and Chief Executive Officer of Integrity; and (ii) the four
other most highly compensated executive officers of Integrity whose total
salary and bonus exceeded $100,000 (determined as of December 31, 2003)
(collectively, the Named Executive Officers). Summary Compensation Table Long Term CompensationAnnual Compensation
    
    Awards
    
    PayoutsSecuritiesRestricted
    
    Underlying
    
    
    
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Stock Awards
    
    Options/SAR
    
    LTIP Payouts
    
    CompensationPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    ($)
    
    ($)P. Michael Coleman
    
    
    2003
    
    
    
    345,320
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,871
    (1)Chairman, President
    
    
    2002
    
    
    
    333,644
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,871
    (1)and Chief Executive
    
    
    2001
    
    
    
    322,361
    
    
    
    400,226
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,043
    (1)OfficerJerry W. Weimer
    
    
    2003
    
    
    
    280,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,330
    (2)Executive
Vice President
    
    
    2002
    
    
    
    255,104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,622
    (2)and Chief Operating Officer
    
    
    2001
    
    
    
    241,552
    
    
    
    253,303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,988
    (2)Daniel D. McGuffey
    
    
    2003
    
    
    
    194,655
    
    
    
    24,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,694
    (3)Senior Vice President
    
    
    2002
    
    
    
    178,933
    
    
    
    10,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,224
    (3)and Chief Marketing
    
    
    2001
    
    
    
    171,702
    
    
    
    227,511
    
    
    
    377,000
    
    
    
    50,000
    
    
    
    
    
    
    
    21,441
    (3)OfficerByron Williamson
    
    
    2003
    
    
    
    264,132
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,874
    (4)President and Chief
    
    
    2002
    
    
    
    255,104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,255
    (4)Executive Officer of
    
    
    2001
    
    
    
    145,833
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Integrity Publishers,
Inc.Jeffory Moseley
    
    
    2003
    
    
    
    203,500
    
    
    
    124,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,895
    (5)President
    
    
    2002
    
    
    
    102,281
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,198
    (5)INO Records, LLC
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   (1)
    
    Comprised of payments made by Integrity on behalf of the officer for
Personal Disability Insurance in the amount of $4,871, $4,871 and $4,043
in each of 2003, 2002 and 2001, respectively, and (ii) a contribution made
by Integrity to Integritys 401(k) Plan and Profit Sharing Plan in the
amount of $3,000 in 2003.(2)
    
    Comprised of payments made by Integrity on behalf of the officer for
Personal Disability Insurance in the amounts of $7,622, $7,622 and $3,988
in each of 2003, 2002 and 2001, respectively, and (ii) contributions made
by Integrity to Integritys 401(k) Plan and Profit Sharing Plan in the
amount of $6,078 in 2003.(3)
    
    Comprised of (i) contributions made by Integrity to Integritys 401(k)
Plan and Profit Sharing Plan in the amounts of $6,132, $5,500 and $5,250
in each of 2003, 2002 and 2001, respectively, (ii) reimbursement by
Integrity of living expenses in the amounts of $14,987, $16,150 and
$13,914 in each of 2003, 2002 and 2001, respectively; and (iii) payments
made by Integrity on behalf of the officer for Personal Disability
Insurance in the amounts of $4,574, $4,574 and $2,277 in each of 2003,
2002 and 2001, respectively.(4)
    
    Comprised of (i) contributions made by Integrity to Integritys 401(k)
Plan and Profit Sharing Plan in the amounts of $6,094 and $3,381 in each
of 2003 and 2002, respectively, (ii) a contribution made by Integrity to
Integritys Executive Deferred Compensation Plan in the amount of $906 in
2003, and (iii) payments made by Integrity on behalf of the officer for
Personal Disability Insurance in the amounts of $5,874 in each of 2003 and
2002.(5)
    
    Comprised of (i) contributions made by Integrity to Integritys 401(k)
Plan and Profit Sharing Plan in the amounts of $6,000 and $11,000 in 2003
and 2002, respectively; and (ii) payments made by Integrity on behalf of
the officer for Personal Disability Insurance in the amount of $2,895 and
$1,198 in each of 2003 and 2002, respectively.   9




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The following table sets forth information concerning the value as of
December 31, 2003 of options to purchase shares of Class A Common Stock held by
the Named Executive Officers. Integrity does not issue options to purchase
shares of Class B Common Stock. Fiscal Year-End Option Values Number of Securities Underlying
    
    Value of UnexercisedUnexercised Options
    
    In-The-Money OptionsShares Acquired
    
    Value
    
    at Fiscal Year-End(#)
    
    at Fiscal Year-End(1)Name
    
    On Exercise(#)
    
    Realized
    
    Exercisable/Unexercisable
    
    Exercisable/UnexercisableJerry W. Weimer
    
    
    
    
    
    
    
    
    
    
    180,000/20,000
    
    
    $540,860/$46,000Daniel D. McGuffey
    
    
    
    
    
    
    
    
    
    
    53,000/22,000
    
    
    $184,511/$62,964
   (1)
    
    Represents the fair market value of a share of Class A Common Stock as of
December 31, 2003 of $6.05, less the option exercise price, multiplied by
the total number of exercisable or unexercisable options. Employment Arrangements Employment Agreements.Integrity has entered into an employment agreement
(the Weimer Employment Agreement) with Mr. Weimer for the position of
Executive Vice President and Chief Operating Officer. The Weimer Employment
Agreement provides Mr. Weimer with an initial annual base salary of $175,000.
Mr. Weimers base salary was $280,000 in fiscal year 2003. Mr. Weimer is also
eligible to receive cash bonuses under the executive cash bonus compensation
system established from time to time by Integrity. The term of the Weimer
Employment Agreement began on March 28, 1996 and continues until it is
terminated for death, disability, for cause or upon mutual written agreement.
The Weimer Employment Agreement also may be terminated after Mr. Weimer has
been employed by Integrity for at least eighteen (18) months, upon six (6)
months prior written notice of termination from Integrity to Mr. Weimer;
however, Integrity, at its sole discretion, may elect to pay Mr. Weimer an
amount equal to his salary for six (6) months in lieu of providing the
above-mentioned notice. The Weimer Employment Agreement contains
non-competition, non-solicitation and confidentiality provisions and expressly
incorporates the Change in Control Agreement agreed to and executed by Mr.
Weimer and Integrity. Integrity has entered into an amended and restated employment agreement
(the McGuffey Employment Agreement) with Mr. McGuffey for the position of
Senior Vice President and Chief Marketing Officer. The McGuffey Employment
Agreement currently provides Mr. McGuffey with an initial annual base salary of
$175,000, which may be increased for merit or cost of living at Integritys
discretion. Mr. McGuffeys annual base salary was $194,656 in fiscal year
2003. Integrity also agreed to pay Mr. McGuffey an annual cash bonus of at
least $10,000 plus additional cash bonuses for meeting certain performance
goals as established from time to time by Integrity. In addition, Integrity
has agreed to pay Mr. McGuffey a retention bonus in the total aggregate amount
of $70,000, payable in three equal $10,000 installments on August 1, 2003, 2004
and 2005 and a $40,000 installment on August 1, 2006. The McGuffey Employment
Agreement also provides for a one time payment of $50,000 as additional
consideration for execution of a covenant not to compete. The term of the
McGuffey Employment Agreement began on October 29, 2001 and continues until it
is terminated for death, disability, for cause or upon mutual written
agreement. The McGuffey Employment Agreement also may be terminated upon six
(6) months prior written notice of termination from Integrity to Mr. McGuffey;
however, Integrity, at its sole discretion, may elect to pay Mr. McGuffey an
amount equal to his salary for six (6) months in lieu of providing such notice.
If Mr. McGuffey is terminated upon six months notice, he will be entitled to
receive as a severance benefit severance payments in an amount equal to his
annual salary at the time of termination multiplied by two, less any amount
Integrity paid to him in lieu of the six months notice. The McGuffey
Employment Agreement contains non-competition, non-solicitation and
confidentiality provisions and expressly incorporates the Change in Control
Agreement agreed to and executed by Mr. McGuffey and Integrity. Integrity has also entered into an employment agreement (the Williamson
Employment Agreement) with Mr. Williamson for the position of President and
Chief Executive Officer of Integrity Publishers, Inc., the publishing
subsidiary of Integrity. The Williamson Employment Agreement currently
provides Mr. Williamson with an initial base annual salary of $250,000. Mr.
Williamsons annual base salary was $264,132 in fiscal year 2003. Mr.
Williamson is also eligible to receive cash bonuses under the executive cash
bonus compensation system established from time to time by Integrity. The term
of the Williamson Employment Agreement began on June 1, 2001 and 10




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continues until it is terminated for death, disability, for cause or upon
mutual written agreement. The Williamson Employment Agreement also may be
terminated upon six (6) months prior written notice of termination from
Integrity to Mr. Williamson; however, Integrity, at its sole discretion, may
elect to pay Mr. Williamson an amount equal to his salary for six (6) months in
lieu of providing such notice. If Mr. Williamson is terminated upon six
months notice, he will be entitled to receive as a severance benefit severance
payments in an amount equal to his annual salary at the time of termination
multiplied by two, less any amount Integrity paid to him in lieu of the six
months notice. The Williamson Employment Agreement contains non-competition,
non-solicitation and confidentiality provisions and expressly incorporates the
Change in Control Agreement agreed to and executed by Mr. Williamson and
Integrity. In addition, in connection with the acquisition on June 28, 2002 of all of
the interests of INO Records, LLC (formerly M2 Communications L.L.C.), an
artist-based independent Christian music company headquartered in Nashville,
Tennessee, Integrity entered into an employment agreement (the Moseley
Employment Agreement) with Mr. Moseley for the position of President of INO
Records, LLC. The Moseley Employment Agreement currently provides Mr. Moseley
with a base annual salary of $200,000. Mr. Moseley received $203,500 in base
salary in fiscal year 2003. In addition to being eligible to receive cash
bonuses under the executive cash bonus compensation system established from
time to time by Integrity, Mr. Moseley is also eligible to receive a cash
retention bonus in the total aggregate amount of $2.5 million, payable in one
installment of $250,000 on June 29, 2006 and three equal $750,000 installments
on June 29, 2007, 2008 and 2009 (the Retention Bonus). The term of the
Moseley Employment Agreement began on June 28, 2002, and continues for seven
years or until it is terminated for death, disability, for cause, for good
reason or upon mutual written agreement. The Moseley Employment Agreement also
may be terminated upon six (6) months prior written notice of termination from
Integrity to Mr. Moseley; however, Integrity, at its sole discretion, may elect
to pay Mr. Moseley an amount equal to his salary for six (6) months in lieu of
providing such notice. If Mr. Moseley is terminated by Integrity upon six
months notice or Mr. Moseley terminates the Moseley Employment Agreement for
good reason, he will be entitled to receive as a severance benefit severance
payments in an amount equal to his annual salary at the time of termination for
the remaining term of the Moseley Employment Agreement (or the remaining term
of the covenant not to compete, whichever period is longer) plus any unpaid
portion of the Retention Bonus. The Moseley Employment Agreement also contains
non-competition, non-solicitation and confidentiality provisions. Change in Control Agreements.Integrity has entered into change in
control agreements (the Change in Control Agreements) with certain Named
Executive Officers as well as other senior officers of Integrity. The Change
in Control Agreements provide that in the event the officer is employed by
Integrity at the time of a Change in Control (as defined in the Change in
Control Agreement), the officer shall be entitled to supplemental employment
benefits should his employment with Integrity terminate within 18 months after
the Change in Control has occurred. The Change in Control Agreements provide
that such termination of employment can be involuntary, other than termination
for cause or the result of death, disability, or retirement age, or voluntary,
following a material change in the nature or location of his position or a
material change in the benefits provided to the officer by Integrity. The
supplemental benefits that are required to be provided to the officer upon such
a termination include a severance payment in an amount equal to one-half of the
officers annual base salary as well as various other benefits, including basic
life insurance, long-term disability insurance, health insurance and other
medical benefits. Without the consent of the officer, the terms of the Change in Control
Agreement may be terminated or amended by Integrity following the first
anniversary of its execution and at any time prior to the first to occur of (i)
a Change in Control, (ii) the public announcement of a proposal for a
transaction that, if consummated, will constitute a Change in Control, or (iii)
the Board of Directors learning of a proposal for a transaction that, if
consummated, would constitute a Change in Control. Upon the occurrence of any
of the foregoing events, the Change in Control Agreements continue in effect at
such time without termination or further change by Integrity until the earlier
of (x) 18 months following any Change in Control, or (y) the final withdrawal
or termination of a proposal under item (ii) or (iii) that, had it been
consummated, would have constituted a Change in Control, at which time the
Change in Control Agreement may, once again, be amended or terminated by
Integrity until one of such events occurs. A Change in Control, as defined in the Change in Control Agreements,
includes, among other things: a change of control of Integrity such that any
person, other than current affiliates of Integrity, becomes the beneficial
owner of securities of Integrity representing 50% or more of the combined
voting power of Integritys then 11




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outstanding securities; any consolidation, merger or share exchange
involving Integrity in which Integrity is not the continuing or surviving
corporation or pursuant to which shares of Integrity stock would be converted
into cash, securities or other property; the stockholders of Integrity
approving any plan or proposal for the liquidation or dissolution of Integrity;
or substantially all of the assets of Integrity being sold or otherwise
transferred to parties that are not within a controlled group of corporations
in which Integrity is a member. Severance Agreements.Integrity has entered into severance agreements
(the Severance Agreements) with certain Named Executive Officers as well as
other senior officers of Integrity. The Severance Agreements provide for the
payment of severance benefits to such persons upon their termination of
employment by Integrity without cause. Such persons are not entitled to
severance benefits under the Severance Agreement if they voluntarily resign,
quit, abandon their job or cannot perform their duties due to death or
disability. In addition, if an officer is entitled to severance benefits upon
termination of employment under the terms of a Change in Control Agreement, as
described above, the officer will not be entitled to any benefits under the
Severance Agreement. The Executive Nonqualified Excess Plan.Effective December 1, 2002,
Integrity adopted the Executive Nonqualified Excess Plan of Integrity Media,
Inc. (the Excess Plan), which provides a means for certain Named Executive
Officers as well as other senior officers of Integrity to defer receipt of a
portion of their current compensation until retirement. Under the Excess Plan,
eligible participants may defer up to 20% of their annual base salary and 50%
of their annual or long-term incentive bonus, with gains and losses debited and
credited based on the performance of one or more investment funds chosen by the
participant. Under the Excess Plan, Integrity has the right to decide annually
whether matching credits will be made on behalf of the participants. Integrity
did not make any matching credits in fiscal 2003. Long-Term Incentive Plan.On November 2, 2001, Integritys Board of
Directors adopted the Integrity Incorporated 2001 Long-Term Incentive Plan (the
2001 LTIP). The 2001 LTIP became effective as of its approval by the Board
of Directors and was approved at Integritys Annual Meeting of Stockholders in
May 2002. The 2001 LTIP permits grants of incentive stock options,
non-qualified stock options, stock appreciation rights, performance shares,
restricted stock and other stock based awards. Integrity has reserved for
issuance upon the grant or exercise of awards pursuant to this plan 400,000
shares of authorized but unissued shares of Class A Common Stock. At December
31, 2003, there were 50,000 shares of Class A restricted stock outstanding
under the 2001 LTIP. There are 350,000 shares available for grants under the
2001 LTIP. Compensation of Directors Integrity pays an annual retainer of $12,000 (or $1,000 per month), plus
$1,000 for each Board meeting attended and $500 for each Committee meeting
attended by its directors who are not employees of Integrity, former employees
of Integrity or members of the immediate family of a current or former employee
of Integrity. Integrity also reimburses the directors for travel expenses
incurred in connection with their activities on behalf of Integrity. Pursuant to the Integrity Incorporated 2002 Stock Option Plan for Outside
Directors (the Director Plan), each director (other than employees, former
employees or immediate family members of current or former employees)
automatically receives, on the day of each annual meeting of stockholders, a
grant of options to purchase 5,000 shares of Class A Common Stock. Such
options have an exercise price equal to 100% of the fair market value of the
Class A Common Stock at the date of grant of the option. In addition, in connection with their role on the special committee of
independent directors with respect to the negotiation and execution of the
Agreement and Plan of Merger dated March 1, 2004 by and among Integrity, Kona
Acquisition Corp. and P. Michael Coleman, Jimmy M. Woodward (Chairman), Heeth
Varnedoe III and William A. Jolly were each given a compensation package
consisting of a $5,000 retainer plus $500 for each special committee meeting. Compensation Committee Interlocks and Insider Participation The Compensation Committee is composed of Heeth Varnedoe III (Chairman),
Jimmy M. Woodward and William A. Jolly. There are no interlocks, as defined
by the SEC, with respect to any member of the Compensation Committee. 12




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. On December 31, 2003, there were 2,384,783 shares of Class A Common Stock
issued and outstanding and 3,385,000 shares of Class B Common Stock issued and
outstanding. The percentages shown in the following table are based on the
total number of shares of Integritys Class A Common Stock and Class B Common
Stock outstanding as of that date. Based solely upon information made available to Integrity and except where
noted, the following table sets forth certain information with respect to the
beneficial ownership of Class A Common Stock and Class B Common Stock as of
December 31, 2003, by (i) each person who is known by Integrity to beneficially
own more than five percent of either Class A Common Stock or Class B Common
Stock; (ii) each director of Integrity; (iii) each of the Named Executive
Officers (as defined under Executive Compensation below); and (iv) all
officers and directors as a group. Shares of Class A
    
    Shares of Class BCommon Stock
    
    Common Stock
    
    Percentage ofName And Address
    
    Shares Beneficially
    
            
    
    Shares Beneficially

    
    
    

    Class A and Class Bof Beneficial Owner (1)
    
    Owned(2)
    
    Percentage
    
    Owned(2)
    
    Percentage
    
    Common StockFinancial & InvestmentManagement Group, Ltd.(3)417 St. Joseph StreetP.O. Box 40Suttons Bay, MI 49682
    
    
    535,328
    
    
    
    22.4
    %
    
    
    
    
    
    
    
    
    
    
    9.3
    %Bruce Lev c/o LoebPartners Corporation(4)61 BroadwayNew York, NY 10006
    
    
    127,590
    
    
    
    5.4
    %
    
    
    
    
    
    
    
    
    
    
    2.2
    %Discover Equity Partners,L.P. (U.S. Bancor PiperJaffray Discovery Group I,LLC)(5)233 South Wacker DriveSuite 3620Chicago, IL 60606
    
    
    221,300
    
    
    
    9.3
    %
    
    
    
    
    
    
    
    
    
    
    3.84
    %The Coleman LimitedPartnership c/o Mr. P.Michael Coleman(6)8651 Dawes Lake RoadMobile, AL 36619
    
    
    
    
    
    
    
    
    
    
    223,021
    
    
    
    6.6
    %
    
    
    3.9
    %The Coleman CharitableFoundation (7)
    
    
    55,000
    
    
    
    2.3
    %
    
    
    
    
    
    
    
    
    
    
    *P. Michael Coleman(8)
    
    
    55,100
    
    
    
    2.3
    %
    
    
    3,385,000
    
    
    
    100
    %
    
    
    59.6
    %Jean C. Coleman(9)
    
    
    55,100
    
    
    
    2.3
    %
    
    
    3,385,000
    
    
    
    100
    %
    
    
    59.6
    %Jimmy M. Woodward(10)
    
    
    14,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Charles V. Simpson(11)
    
    
    10,500
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Heeth Varnedoe III(12)
    
    
    15,500
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Jerry W. Weimer(13)
    
    
    203,000
    
    
    
    8.5
    %
    
    
    
    
    
    
    
    
    
    
    3.5
    %Donald J. Moen(14)
    
    
    86,290
    
    
    
    3.6
    %
    
    
    
    
    
    
    
    
    
    
    1.5
    %Daniel D. McGuffey(15)
    
    
    53,000
    
    
    
    2.2
    %
    
    
    
    
    
    
    
    
    
    
    *Keith J. Manwaring(16)
    
    
    5,100
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Chris E. Thomason(17)
    
    
    18,200
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Robert G. Rist(18)
    
    
    26,297
    
    
    
    1.1
    %
    
    
    
    
    
    
    
    
    
    
    *Donald S. Ellington(19)
    
    
    12,000
    
    
    
    *
    
    
    
    
    
    
    
    William A. Jolly(20)
    
    
    11,000
    
    
    
    *
    
    
    
    
    
    
    
    All directors and executive
officers as a group
(13 persons)(21)
    
    
    509,987
    
    
    
    21.4
    %
    
    
    3,385,000
    
    
    
    100
    %
    
    
    67.5
    %
   *
    
    Less than 1%. 13




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##### Table of Contents



(1)
    
    Except as indicated, the address of each executive officer and director
is 1000 Cody Road, Mobile, Alabama 36695.(2)
    
    Beneficial ownership is determined in accordance with Rule 13d-3 of the
Securities Exchange Act. A person is deemed to be the beneficial owner of
shares of common stock if such person has or shares voting or investment
power with respect to such common stock, or has the right to acquire
beneficial ownership at any time within 60 days. As used herein, voting
power is the power to vote or direct the voting of shares and investment
power is the power to dispose or direct the disposition of shares.(3)
    
    Based on information from a Schedule 13F dated December 31, 2003.(4)
    
    Based on information from a Schedule 13F dated December 31, 2003.(5)
    
    Based on information from a Schedule 13G filed January 30, 2004.(6)
    
    P. Michael Coleman is the General Partner of the Coleman Limited
Partnership and has sole voting and dispositive power over 223,021 shares
of Class B common stock.(7)
    
    Includes 55,000 shares held by The Coleman Charitable Foundation over
which Mr. Coleman as Chairman has shared voting and dispositive power.(8)
    
    Includes 100 shares of Class A common stock and 2,953,346 shares of Class
B common stock owned by Mr. Coleman, 55,000 shares of Class A common stock
owned by the Coleman Charitable Foundation, 208,633 shares of Class B
common stock owned by Mrs. Coleman, and 223,021 shares of Class B common
stock owned by the Coleman Limited Partnership.(9)
    
    Includes 208,633 shares of Class B common stock owned by Mrs. Coleman,
100 shares of Class A common stock and 2,953,346 shares of Class B common
stock owned by Mr. Coleman, 55,000 shares of Class A common stock owned by
the Coleman Charitable Foundation, and 223,021 shares of Class B common
stock owned by the Coleman Limited Partnership.(10)
    
    Includes options to purchase 13,000 shares of Class A common stock, which
are immediately exercisable.(11)
    
    Includes options to purchase 10,000 shares of Class A common stock, which
are immediately exercisable.(12)
    
    Includes options to purchase 11,000 shares of Class A common stock, which
are immediately exercisable.(13)
    
    Includes options to purchase 200,000 shares of Class A common stock,
180,000 of which are immediately exercisable and 20,000 of which are
exercisable beginning in February 2004.(14)
    
    Includes options to purchase 78,890 shares of Class A common stock, which
are immediately exercisable.(15)
    
    Includes options to purchase 53,000 shares of Class A common stock, which
are immediately exercisable.(16)
    
    Includes options to purchase 5,000 shares of Class A common stock, which
are immediately exercisable.(17)
    
    Includes options to purchase 18,200 shares of Class A common stock, which
are immediately exercisable.(18)
    
    Includes options to purchase 20,000 shares of Class A common stock, which
are immediately exercisable.(19)
    
    Includes options to purchase 12,000 shares of Class A common stock, which
are immediately exercisable.(20)
    
    Includes options to purchase 11,000 shares of Class A common stock, which
are immediately exercisable.(21)
    
    Includes options to purchase 432,090 shares of Class A common stock,
412,090 of which are immediately exercisable and 20,000 of which are
exercisable beginning in February 2004. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Donald J. Moen, who serves as Integritys Executive Vice President and
Creative Director, is also one of Integritys exclusive songwriters and
artists. In this capacity, Mr. Moen received payments of approximately
$355,000 in royalties during the fiscal year ended December 31, 2003. P. Michael Coleman owns 350 shares of common stock of, representing a 35%
ownership interest in, Integritys UK subsidiary, Integrity Music Europe
Limited, of which there are 1,000 shares of common stock outstanding. During
the fiscal year ended December 31, 2003, Integrity Music Europe Limited made no
distributions to Mr. Coleman. Integrity Worship Ministries, a not-for-profit charitable organization,
received from Integrity cash contributions of $150,000 for the fiscal year
ended December 31, 2003. P. Michael Coleman is a member of the board of
directors of Integrity Worship Ministries. This contribution was initiated and
approved by Integritys Board of Directors, with Mr. Coleman and Jean C.
Coleman abstaining from the vote. Integritys Board of Directors has adopted a policy that requires that
transactions between Integrity and its officers, directors or other affiliates
be on terms no less favorable to Integrity than could be obtained from
unaffiliated third parties on an arms-length basis and, further, that any such
transaction be approved by a majority of Integritys directors who have no
interest in such transaction. 14




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. PricewaterhouseCoopers LLP has audited our financial statements for fiscal
2003. The following table shows the aggregate fees billed to us by
PricewaterhouseCoopers LLP for services rendered and the percentage of those
services that were approved by the Audit Committee during the fiscal years
ended December 31, 2002 and 2003. Fiscal Year Ended
    
    Fiscal Year EndedDecember 31, 2002
    
    December 31, 2003Percentage of
    
    
    
    
    
    Percentage ofDescription of Fees
    
    
    
    
    
    Services Approved
    
    
    
    
    
    Services Approved(in thousands)
    
    Amount
    
    by Audit Committee
    
    Amount
    
    by Audit CommitteeAudit Fees
    
    $
    235,000
    
    
    
    100
    %
    
    $
    370,000
    
    
    
    100
    %Audit Related Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax Fees
    
    $
    115,000
    
    
    
    100
    %
    
    $
    109,000
    
    
    
    100
    %All Other Fees
    
    $
    12,156
    
    
    
    100
    %
    
    $
    16,000
    
    
    
    100
    %
 The nature of the services comprising Tax Feeswere for certain tax
compliance and consulting services. The nature of the services comprising the
2003 All Other Feeswere for consultations relating to the proposed merger
contemplated by the Agreement and Plan of Merger dated March 1, 2004 by and
among Integrity, Kona Acquisition Corp. and P. Michael Coleman that would have
the effect of taking Integrity private. The nature of the services comprising
the 2002 All Other Feeswere for due diligence in connection with the
acquisition of Sarepta Music (Pty) Ltd on March 31, 2003. The Audit Committee pre-approved all audit related and tax services in
fiscal 2003. The Audit Committee has delegated to the Chairman of the Audit
Committee, the authority to pre-approve audit-related, tax and non-audit
related services to be performed by the Companys independent auditors. The Audit Committee has concluded that the provision of the non-audit
services listed above is compatible with maintaining the independence of
PricewaterhouseCoopers LLP. 
 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a)3. Exhibits 
 INDEX TO EXHIBITS ExhibitNumber
    
    Exhibit Description31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
 15




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##### Table of Contents



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 on April 28, 2004. INTEGRITY MEDIA, INC.By:
    /s/ P. Michael ColemanP. Michael ColemanChairman, President and
Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on April 28, 2004. Signature
    
    Title/s/ P. Michael Coleman
P. Michael Coleman
    
    Chairman, President and Chief Executive Officer
(Principal Executive Officer)/s/ Donald S. Ellington
Donald S. Ellington
    
    Senior Vice President of Finance and Administration
(Principal Financial and Accounting Officer)/s/ Jean C. Coleman
Jean C. Coleman
    
    Director/s/ William A. Jolly
William A. Jolly
    
    Director/s/ Charles V. Simpson
Charles V. Simpson
    
    Director/s/ Heeth Varnedoe III
Heeth Varnedoe III
    
    Director/s/ Jimmy M. Woodward
Jimmy M. Woodward
    
    Director
 16