Note 22 - Subsequent Events

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

Subsequent Events [Text Block]

Note

22—Subsequent

Events

On

January

6,

2017,

the Company entered into a settlement agreement with Mangrove (the “Settlement Agreement”). The Settlement Agreement defines Gary Stern, Ricky Stern, Emily Stern, Arthur Stern, Asta Group, Incorporated and GMS Family Investors LLC collectively as the “Stern Family”.

The Settlement Agreement provides that, within

ten

business days of the Settlement Agreement, the Company will commence a self-

tender

offer (“Tender Offer”) to repurchase for cash

5,314,009

shares of its common stock at a purchase price of

$10.35

per share. The

tender

offer will expire no later than

February

28,

2017.

Pursuant to the Settlement Agreement, Mangrove will

tender

its

4,005,701

shares for purchase by the Company. The Stern Family has agreed not to

tender

any of their shares in the Tender Offer. In addition, pursuant to a securities purchase agreement dated

January

6,

2017

between Mangrove and Gary Stern, Gary Stern will purchase any remaining shares owned by Mangrove

eleven

business days following the closing of the Tender Offer for

$10.35

per share.

The Settlement Agreement includes customary standstill and related provisions. Mangrove and the Company also agreed on a mutual release of claims.

The Settlement Agreement is terminable by either the Company or Mangrove by written notice at any time after the close of business on the

second

anniversary of the Settlement Agreement. The Settlement Agreement will also terminate if the Tender Offer does not close on or before

February

28,

2017

or the Company amends the terms of the Tender Offer in a manner adverse to Mangrove.

In connection with the Settlement Agreement, the Company entered into a Voting Agreement dated

January

6,

2017

(the “Voting Agreement”) with Gary Stern, Ricky Stern, Emily Stern, Asta Group, Incorporated and GMS Family Investors LLC (collectively, the “Stern Stockholders”). The Voting Agreement provides that the Stern Stockholders will not have the right to vote more than

49%

of the Company’s total outstanding shares, and any additional shares held by the Stern Stockholders will be voted in a manner proportionate to the votes of the outstanding shares not held by the Stern Stockholders.

As contemplated by the Settlement Agreement, the Board unanimously approved an amendment dated

January

6,

2017

(“Amendment”) to the Company’s Amended and Restated By-laws. The Amendment provides that at least half of the Board will consist of independent directors and a lead independent director will be elected from among the independent directors. Amendment will terminate on the earlier of

January

6,

2019

or when the Company ceases to be a publicly traded company or a reporting company subject to Section

13

or

15(d)

of the Securities Exchange Act of

1934.

On

January

19,

2017

the Company commenced a self-

tender

offer to purchase for cash up to

5,314,009

shares of its common stock at a purchase price of

$10.35

per share, less applicable withholding taxes and without interest. The NASDAQ closing price of the Company’s common stock on

January

18,

2017,

was

$10.20

per share.

The

tender

offer will expire on

February

15,

2017,

at

11:59

p.m., New York City time, unless the

tender

offer is extended or withdrawn by the Company. Tenders of shares must be made prior to the expiration of the

tender

offer and

may

be withdrawn at any time prior to the expiration of the

tender

offer, in each case in accordance with the procedures described in the

tender

offer materials that are being distributed to stockholders.

The Company is making the

tender

offer pursuant to the Settlement Agreement, by and among the Company, and certain of their respective affiliates, pursuant to which Mangrove and its affiliates will

tender

their

4,005,701

shares. The

tender

offer will reduce the number of shares in the public market.

Upon the terms and subject to the conditions of the

tender

offer, stockholders will receive the purchase price in cash, less any applicable withholding taxes and without interest, for shares properly

tendered

(and not properly withdrawn) at

$10.35

per share. If more than

5,314,009

shares are

tendered,

the Company will purchase all

tendered

shares on a pro rata basis, subject to the conditional

tender

provisions described in the Offer to Purchase. Pursuant to the Settlement Agreement, Gary Stern (or his permitted assignees) has unconditionally agreed to purchase from Mangrove and its affiliates any shares owned by Mangrove and its affiliates that the Company did not purchase in the

tender

offer. The terms and conditions of the

tender

offer are set forth in an Offer to Purchase, Letter of Transmittal and related documentation that are being distributed to holders of the Company's shares and have been filed with the U.S. Securities and Exchange Commission (the "SEC"). Stockholders whose shares are purchased in the

tender

offer will be paid the aggregate purchase price net in cash, less applicable withholding taxes and without interest, promptly after the expiration of the

tender

offer.

The Company will use a portion of its cash and cash equivalents on hand and securities available for sale to fund the purchase of shares in the

tender

offer. The

tender

offer is not conditioned upon obtaining financing or any minimum number of shares being

tendered;

however, the

tender

offer is subject to a number of other terms and conditions, which are specified in the Offer to Purchase.

The Company's directors and executive officers have informed the Company of their intention not to

tender

any shares in the

tender

offer. Pursuant to the Settlement Agreement, Gary Stern and his affiliates who are party to the Settlement Agreement have also agreed not to

tender

any shares in the

tender

offer.