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Stockholders' Equity
12 Months Ended
Dec. 31, 2011
Stockholders' Equity Note Disclosure [Text Block]

(8) Stockholders’ Equity


Preferred Stock


          The Company has authorized 3,000,000 shares of preferred stock in one or more series of which 600,000 are designated as Series B in connection with the Rights Plan.


Common Stock


          As of December 31, 2011, the Company has reserved shares of its common stock for the purposes detailed below (in thousands):


 

 

 

 

 

Non-Qualified and Incentive Stock Plans

 

 

8,930

 

Shares issuable upon conversion of 4% Notes due 2013

 

 

13,560

 

Employee Stock Purchase Plan

 

 

600

 

 

 



 

 

 

 

23,090

 

 

 



 


Share Repurchase Programs


          On December 21, 2010, the Company announced a share repurchase program, under which management may use up to $200.0 million to purchase the Company’s outstanding common shares. Transactions in the Company’s stock are recorded on a settlement date basis. Through December 31, 2010, the Company paid approximately $0.4 million to repurchase and retire 30,000 shares at an average cost of $12.45 per share. Since the inception of the Company’s repurchase program, the cumulative number of shares repurchased and retired through September 30, 2011 amounts to 11,461,449 shares at a total cost of $121.5 million, or an average cost per share of approximately $10.60. During the third quarter of 2011, the Company decided to suspend the repurchase program.


          On December 3, 2009, the Company announced a share repurchase program under which management may use up to $50.0 million to purchase the Company’s outstanding common shares. During the fourth quarter of 2010, the Company completed the entire $50.0 million program, retiring approximately 4.7 million shares in total at an average cost of $10.63 per share. Approximately $48.0 million was paid in 2010 to purchase approximately 4.5 million shares at an average cost of $10.65 per share.


Rights Plan


          Holders of the Company’s common stock own one preferred stock purchase right for each share of common stock owned by such holder. These rights currently entitle holders of our common stock to purchase one one-thousandth of a share of our Series B preferred stock for $190.00, except, in certain circumstances described below, holders may receive common stock. However, the rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events. If a person or group acquires, or announces a tender or exchange offer that would result in the acquisition of 15 percent or more of our common stock while the stockholder rights plan remains in place, then, unless (1) the rights are redeemed by us for $0.01 per right or (2) the board of directors determines that a tender or exchange offer for all of our outstanding common stock is in the best interest of the Company and the stockholders, the rights will become exercisable by all rights holders, except the acquiring person or group, for (i) shares of our common stock or (ii) in certain circumstances, shares of the third-party acquirer, each having a value of twice the right’s then-current exercise price. Pursuant to an amendment to the rights plan dated July 23, 2009, stockholders may beneficially own less than 19 percent of the outstanding shares of common stock of the Company without becoming an acquiring person and thereby triggering the rights under the plan. Prior to the amendment, stockholders who reported beneficial ownership of the common stock of the Company on Schedule 13G under the Securities Exchange Act of 1934, as amended, could beneficially own less than 20 percent of the outstanding shares of common stock of the Company without becoming an acquiring person, and all other stockholders could beneficially own less than 15 percent of the outstanding shares of common stock of the Company without becoming an acquiring person. The rights expire on May 16, 2012.