Note 17 - Stockholders' Equity

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

Note

17—Stockholders’

Equity

Dividends are declared at the discretion of the Board and depend upon the Company’s financial condition, operating results, capital requirements and other factors that the Board of Directors deems relevant. In addition, agreements with the Company’s lenders

may,

from time to time, restrict the ability to pay dividends. As of

December

31,

2016,

there were no such restrictions. No dividends were declared during the

three

month periods ended

December

31,

2016

and

2015.

 On

August

 

11,

2015,

the Board approved the repurchase of up to

$15,000,000

of the Company’s common stock and authorized management of the Company to enter into the Shares Repurchase Plan under Sections

10b

-

18

and

10b5

-

1

of the Securities Exchange Act (the “Shares Repurchase Plan”). The Shares Repurchase Plan was to have been effective to

December

 

31,

2015.

On

December

 

17,

2015

the Board of Directors approved the extension of the Plan to

March

 

31,

2016

and reset the maximum to an additional

$15

million in repurchases. On

March

 

17,

2016,

having repurchased approximately

$9.9

million of the Company’s common stock, the Board of Directors approved further extension of the Plan to

December

 

31,

2016

and reset the maximum to 

$15

million in repurchases. On

March

 

22,

2016,

a Company shareholder commenced a

tender

offer on the Company’s common stock. Per the provisions of the Shares Repurchase Plan, it terminated immediately, and no further purchases were permitted under the Shares Repurchase Plan. Through

September

30,

2016,

the Company purchased approximately

1,186,000

shares at an aggregate cost of approximately

$10.1

million under the Shares Repurchase Plan.

On

May

 

25,

2016,

the Company entered into a Mutual Confidentiality Agreement (the “Agreement”) with MPF InvestCo

4,

LLC, a wholly owned subsidiary of The Mangrove Partners Master Fund, Ltd. (“Mangrove”), pursuant to which Mangrove and the Company agreed to

(1)

 provide certain Confidential Information (as defined below) to the other party to the Agreement and the other party’s representatives,

(2)

 the confidentiality of the Confidential Information, and

(3)

 certain restrictions on the activities of the parties to the Agreement. 

 As of

December

31,

2016

, and for the

three

month periods ended

December

31,

2015

and

2016,

Mangrove due to their ownership in the Company's common stock, which was acquired in a series of OTC transactions, was deemed to be a related party.

 Pursuant to the Agreement, the Company made available to Mangrove and its representatives certain confidential information relating to the Company or its subsidiaries, and Mangrove agreed to make available to the Company and its representatives certain confidential information relating to Mangrove and its affiliates (collectively, the “Confidential Information”). The Company and Mangrove agreed not to disclose the Confidential Information, and to cause each of their representatives, respectively, not to disclose the Confidential Information, except as required by law. Pursuant to the Agreement, the Company provided information requested by Mangrove to

one

or more of Mangrove’s representatives and such representatives prepared summaries of such information (the “Summaries”). The Company approved the Summaries, the approved Summaries were provided to Mangrove. The Company agreed to release the approved Summaries publicly on or prior to the end of the Extended Period (as defined in the Agreement), to the extent that the information contained in the Summaries has not already been disclosed. 

 Further, under the terms of the Agreement, Mangrove and the Company have agreed to certain restrictions during the Discussion Period, which began on

May

25,

2016

 and the Extended Period, including that, unless consented to by the other party to the Agreement or required by applicable law, neither party will, and shall cause its affiliates and representatives not to, (i) commence any litigation against the other party, (ii) make any filing with the Securities and Exchange Commission of proxy solicitation materials, preliminary proxy statement, definitive proxy statement or otherwise or call any annual or special meeting of stockholders of the Company, (iii) publicly refer to: (a) the Confidential Information or Discussion Information (as defined in the Agreement), (b) any annual or special meetings of stockholders of the Company or (c) any prior discussions between the parties, including in any filing with the Securities and Exchange Commission (including any proxy solicitation materials, preliminary proxy statement, definitive proxy statement or otherwise), in any press release or in any other written or oral disclosure to a

third

party, (iv) make any purchases of the Company’s securities, including, but not limited to, pursuant to any stock buyback plans,

tender

offers, open-market purchases, privately negotiated transactions or otherwise, (v) make any demand under Section 

220

of the Delaware General Corporation Law, (vi) make or propose to make any amendments to the Company’s Certificate of Incorporation, as amended, or By-laws, as amended, (vii) adopt, renew, propose or otherwise enter into a Shareholder Rights Plan with respect to the Company’s securities, (viii) adopt or propose any changes to the Company’s capital structure or (ix) negotiate, discuss, enter into, propose or otherwise transact in any extraordinary transactions with respect to the Company, outside the ordinary course of business, including, but not limited to, any mergers, asset sales or asset purchases.

On

November

21,

2016,

Mangrove notified the Company that Mangrove was terminating the Agreement with the Company. Under the Agreement, the Company and Mangrove agreed to

(1)

provide certain Confidential Information (as defined below) to the other party to the Agreement and the other party’s representatives,

(2)

maintain the confidentiality of the Confidential Information, and

(3)

certain restrictions on the activities of the parties to the Agreement. Upon termination of the Discussion Period, the agreement provides for a period of

30

days thereafter (the “Extended Period”). Throughout the Extended Period of the Agreement, the parties are subject to the standstill provisions of the Agreement. Following the Discussion Period and the Extended Period, nothing in the Agreement shall prohibit any party from taking any of the activities referred to as the Restricted Activities, and specifically nothing shall restrict Mangrove or its representatives from calling a special meeting, nominating

one

or more candidates to serve as directors of the Company or commencing, or announcing its intention to commence, a “solicitation” of “proxies” (as such terms are used in Regulation

14A

of the Securities Exchange Act of

1934,

as amended) to vote with respect to any meeting of stockholders of the Company. The effective termination date of this Agreement was

January

6,

2017

(see Note

22

– Subsequent Events).