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Preferred Stock and Stockholders' Equity
12 Months Ended
Dec. 31, 2014
Preferred Stock and Stockholders' Equity  
Preferred Stock and Stockholder's Equity

7.Preferred Stock and Stockholders’ Equity

In 2007, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to provide for the issuance of 10,000,000 shares of preferred stock, and the Company subsequently completed a public offering of 1,610,000 shares of 9.25% Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) at a price of $25.00 per share.

Holders of the Series A Preferred Stock are entitled to receive, when and as declared by the Board, dividends at a rate of 9.25% per annum ($2.3125 per annum per share). The Series A Preferred Stock does not have any stated maturity date and will not be subject to any sinking fund or mandatory redemption provisions except, under certain circumstances, upon a change of ownership or control. The Company may redeem the Series A Preferred Stock for cash at its option, in whole or from time to time in part, at a redemption price of $25.00 per share, plus accrued and unpaid dividends (whether or not earned or declared) to the redemption date.

The shares of Series A Preferred Stock are classified outside of permanent equity on the consolidated balance sheets due to the change of control redemption provision applicable to such shares. Following a change of ownership or control of the Company by a person or entity in which the common stock of the Company is no longer traded on a national exchange, the Company will be required to redeem the Series A Preferred Stock within 90 days after the date on which the change of ownership or control occurred for cash. In the event of liquidation, the holders of the Series A Preferred Stock will have the right to receive $25.00 per share, plus all accrued and unpaid dividends, before any payments are made to the holders of the Company’s common stock.

If the Company fails to pay cash dividends on the Series A Preferred Stock in full for any six quarterly dividend periods, whether consecutive or non-consecutive (a “Dividend Default”), then:

 

(i)The dividend rate increases to the penalty rate of 12% per annum, commencing on the first day after the dividend payment date on which a Dividend Default occurs and for each subsequent dividend payment date thereafter until the second consecutive dividend payment date following such time as the Company has paid all accumulated accrued and unpaid dividends on the Series A Preferred Shares in full in cash, at which time the dividend rate will revert to the standard rate of 9.25% per annum.

 

(ii)On the next dividend payment date following the dividend payment date on which a Dividend Default occurs, and continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated accrued and unpaid dividends on the Series A Preferred Shares in full in cash, the Company must pay all dividends on the Series A Preferred Shares, including all accumulated accrued and unpaid dividends, on each dividend payment date either in cash or, if not paid in cash by issuing to the holders thereof (A) if its common shares are then subject to a National Market Listing, as defined, fully-tradable, registered common shares with a value equal to the amount of dividends being paid, calculated based on the then current market value of the common shares, plus cash in lieu of any fractional common share; or (B) if the common shares are not then subject to a National Market Listing, additional Series A Preferred Shares with a value equal to the amount of dividends being paid, calculated based on the stated $25.00 liquidation preference of the Series A Preferred Shares, plus cash in lieu of any fractional Series A Preferred Share (and dividends on any such Series A Preferred Shares upon issuance shall accrue at the penalty rate of 12% per annum and accumulate until such time as the dividend rate shall revert to the stated rate of 9.25% per annum).

Holders of the Series A Preferred Stock generally have limited voting rights. However, if a Dividend Default occurs, or if the Company fails to maintain a National Market Listing for the Series A Preferred Stock, the holders of the Series A Preferred Stock, voting separately as a class, will have the right to elect two directors to serve on the Board in addition to those directors then serving on the Board until such time as the National Market Listing is obtained or the dividend arrearage is eliminated.

In March 2015, the Board elected to suspend the Series A Preferred Stock dividend payment for the quarter ended March 31, 2015.  This is the first unpaid quarterly dividend payment

Private placement of common stock

In early 2014, the Company completed a private offering of its common stock to accredited inventors. The gross proceeds from the private offering were $4,825, or $4,158 net of placement agent and legal fees. The offering was effected through a private placement transaction with accredited investors. The Company used the net proceeds of the offering to fund working capital needs, capital expenditures, and for general corporate purposes. On April 7, 2014, the Company issued a total of 2,018,826 shares of common stock at a price of $2.39 per share to investors in the offering.

Three related parties to the Company purchased $775 of common stock through this private offering, including $350 by its chief executive officer (“CEO”) prior to becoming an officer of the Company. The Company also reimbursed its CEO for $120 for business development costs incurred related to the private placement transaction.