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Note 11 - Related Party Transactions
9 Months Ended
Jun. 29, 2018
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
NOTE
11—RELATED
PARTY
TRANSACTIONS
 
 
On
January 17, 2018,
Dr. David C. Collins and Mrs. Mary C. Collins
first
announced, through filing a Schedule
13D
Amendment, their determination to reduce their ownership in the Company’s common stock by selling or otherwise disposing of some or all of their shares in the Company and to engage Kerlin Capital Group to assist in a review of their investment in the Company. Subsequently, on
June 29, 2018,
a Securities Purchase Agreement (the “Purchase Agreement”) was entered into among The David C. Collins
1997
Trust, The Mary C. Collins
1997
Trust, DCMA Holdings, L.P., The Adventures in Learning Foundation, The Collins Family Foundation, The Collins Family Trust, The Collins Charitable Remainder Unitrust
No.
97
-
1,
Dr. David C. Collins and Mary C. Collins (collectively, the “Collins Parties” which collectively represented the owners of a majority of the outstanding shares of common stock of the Company), the Trust, as the buyer, and the Company for specified sections contained therein. The Purchase Agreement provided for the Trust to purchase  the Collins Parties beneficial ownership of
7,495,332
shares of the Company’s common stock, par value
$0.0001
(the “Common Stock”), for a purchase price paid by the Trust of
$7,495,332
or
$1.00
per share (“Sale Transaction”). The Company was made party to the Purchase Agreement for the limited purposes specified in the Purchase Agreement that included providing certain disclosures to and post-transaction director nomination rights for the Trust, as the new majority stockholder of the Company. The Company received
no
proceeds from the Sale Transaction.
 
In consideration of the Company’s time, expense and effort in connection with the Collins sale process, including the Company’s limited participation in the Purchase Agreement and for fees and expenses in connection with the Purchase Agreement and the Credit Agreement, Dr. and Mrs. Collins entered into an agreement, dated
May 10, 2018,
as amended on
June 29, 2018 (
the “Reimbursement Agreement”), with the Company providing for reimbursement of the Company’s transaction expenses of
$402,186.
The transaction expenses were paid to the Company at the close of the Sale Transaction.
 
As more fully described in Note
13,
the Company entered into a
$5.0
million Credit Agreement with the Trust which is also now the owner of a majority of our outstanding shares of stock. The Company’s new Chairman of the Board, Kevin Gruneich, is affiliated with the Trust.