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MANAGEMENT SERVICES AGREEMENT WITH BLUE EQUITY, LLC
9 Months Ended
Sep. 30, 2013
MANAGEMENT SERVICES AGREEMENT 2013 [Abstract]  
Managment Services Agreement with Blue Equity, LLC
MANAGEMENT SERVICES AGREEMENT WITH BLUE EQUITY, LLC

On April 1, 2013, the Company and Blue Equity, LLC ("Blue Equity") entered into the Management Services Agreement (the "Management Agreement") under which Blue Equity was to provide the Company with day-to-day senior executive level supervisory services. Blue Equity was also to provide business, financial, and organizational strategy and consulting services, as the Company's Board of Directors reasonably requested from time to time. At the time the parties entered into the Management Agreement, the Company (i) issued 125.0 thousand shares of its Common Stock to Blue Equity at a per share purchase price of $4.00, and (ii) granted options to purchase 1.5 million shares of its Common Stock to Blue Equity at an exercise price per share of $5.00, subject to shareholder approval. The Management Agreement provided for a 12-month term beginning April 1, 2013, subject to earlier termination upon mutual agreement or upon circumstances set forth in the agreement, including the shareholders' failure to approve the issuance of the stock options.

At the annual meeting of shareholders on July 16, 2013, the Company's shareholders voted against approval of the options to purchase 1.5 million shares. In accordance with the Management Agreement, the options terminated on that same date. On July 22, 2013, following the failure of the Company's shareholders to approve the option grant, Blue Equity delivered a letter to the Company stating that it was terminating the Management Agreement, effective July 31, 2013. Blue Equity also demanded payment of a monthly management fee of $85.0 thousand along with reimbursement of out-of-pocket expenses through July 31, 2013. In its letter of July 22, 2013, Blue Equity also stated it was exercising its put right “effective immediately following” midnight on July 31, 2013, which would cause the Company to redeem the 125.0 thousand shares of Common Stock for $4.00 per share, the price at which Blue Equity purchased those shares.

On November 1, 2013, Harry Kletter, the Company's largest shareholder, purchased the 125.0 thousand shares of the Company’s Common Stock from an affiliate of Blue Equity in lieu of the Company’s redemption of the shares. The purchase price was equal to $4.00 per share, or $500.0 thousand in the aggregate. As part of the transaction, Blue Equity released the Company from any further obligations in connection with the put right. The closing price per share of the Company’s Common Stock on the NASDAQ Capital Market on October 31, 2013, was $2.31. For the period ended September 30, 2013, the Company recorded a current liability entitled "Redeemable Securities" of $500.0 thousand for these shares. During the fourth quarter of 2013, the Company will remove the current liability entitled "Redeemable Securities" and record an increase to additional paid-in-capital of $500.0 thousand.