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RIGHTS AGREEMENT
9 Months Ended
Sep. 30, 2012
Rights Agreement [Abstract]  
Rights Agreement [Text Block]

NOTE 20 - RIGHTS AGREEMENT

 

In July 2009, the Company amended its Amended and Restated Certificate of Incorporation in order to create a new series of preferred stock, to be designated the Series A Junior Participating Preferred Stock (hereafter referred to as “Preferred Stock”). Shareholders of the Preferred Stock will be entitled to certain minimum quarterly dividend rights, voting rights, and liquidation preferences. Because of the nature of the Series A Preferred Stock’s dividend, liquidation and voting rights, the value of a share of Preferred Stock is expected to approximate the value of one share of the Company’s common stock.

 

In July 2009, the Company entered into a shareholder rights plan (the “Rights Plan”), under which the Board of Directors authorized and declared and paid a dividend of one Right for each share of the Company’s common stock outstanding as of July 13, 2009. Each Right entitles the registered holder of the Right to purchase from the Company 1/1,000th (subject to prospective anti-dilution adjustments) of a share of Preferred Stock of the Company at a purchase price of $19.47 (a “Right”). The Rights Plan had a three-year term which expired in July 2012. Until a Right is exercised or exchanged in accordance with the provisions of the rights agreement governing the Rights Plan, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote for the election of directors or upon any matter submitted to stockholders of the Company or to receive dividends or subscription rights. The Rights were registered with the SEC in July 2009. The Rights Plan expired in July 2012 and was not renewed.