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SHARE REPURCHASE PROGRAM
3 Months Ended
Mar. 31, 2016
SHARE REPURCHASE PROGRAM  
SHARE REPURCHASE PROGRAM

NOTE 12—SHARE REPURCHASE PROGRAM 

 

On March 9, 2016, the Company’s Board of Directors approved a new share repurchase authorization of up to $15 million.  The repurchase program is expected to be executed over time.  The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to a Rule 10b5-1 repurchase plan or by other means in accordance with federal securities laws. The timing and the amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives, and other factors.  There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company's discretion.

 

On March 10, 2016 the Company commenced a tender offer to purchase up to $12.0 million in value of shares of its common stock $0.001 par value per share (the “Shares”), at a price not greater than $4.00 nor less than $3.30 per Share, to the seller in cash, less any applicable withholding taxes and without interest (the “Offer”).   The Offer expired on April 7, 2016. The Company conducted the Offer through a procedure commonly called a modified “Dutch auction”.  A modified “Dutch auction” tender offer allows stockholders to indicate how much stock and at what price within the specified offer range they wish to tender their stock.  Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company determines the lowest price per share within the specified range that will enable it to purchase $12.0 million of Common Stock at such price, or such lesser number of shares that are tendered and not withdrawn, subject to the terms of the tender offer.  All stock purchased in the tender offer is purchased at the same price, even if the stockholder tendered at a lower price, so in some cases the Company may purchase stock at a price above the price indicated by the stockholder tendering that stock.  If the tender offer had been fully subscribed, the maximum number of shares purchased in the tender offer would have represented approximately 8% of the Company’s currently outstanding Common Stock at the high end of the price range and approximately 10% of the Company’s currently outstanding Common Stock at the low end of the price range.

   

Based on the final count by the depositary for the tender offer, the Company accepted for payment an aggregate of 2,323,879 shares of its common stock, $0.001 par value per share on April 7, 2016, at a purchase price of $4.00 per share for an aggregate purchase price of approximately $9.3 million.  These shares represented approximately six percent of the shares issued and outstanding as of March 10, 2016, the date of commencement of the tender offer.