XML 65 R18.htm IDEA: XBRL DOCUMENT v2.4.0.6
Capital Stock
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements [Abstract]  
Capital Stock
NOTE K - CAPITAL STOCK

Our Restated Certificate of Incorporation authorizes us to issue 100,000,000 shares of common stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par value $.01 per share. As of December 31, 2011, we had 77,423,415 shares of common stock outstanding, with 2,249,959 shares held in treasury, and no shares of preferred stock outstanding. The voting, dividend, and liquidation rights of the holders of common stock are subject to the rights of the holders of preferred stock. The holders of common stock are entitled to one vote for each share held. There is no cumulative voting. Dividends may be declared and paid on common stock as determined by our Board of Directors, subject to any preferential dividend rights of any then outstanding preferred stock. A summary of the activity of our common shares outstanding and treasury shares held for the three year period ending December 31, 2011, is as follows:
 
Common Shares Outstanding
 
Year Ended December 31,
 
   
2011
  
2010
  
2009
 
           
At beginning of period
  76,291,745   75,542,282   75,258,959 
   Exercise of common stock options, net
  858,727   354,219   204,651 
   Grants of restricted stock, net
  272,943   395,244   78,672 
At end of period
  77,423,415   76,291,745   75,542,282 
 
Treasury Shares Held
 
Year Ended December 31,
 
   
2011
  
2010
  
2009
 
           
At beginning of period
  1,533,653   1,497,346   1,582,465 
   Shares received upon exercise of common stock options
  592,992   630   (106,000)
   Shares received upon vesting of restricted stock, net
  123,314   35,677   20,881 
At end of period
  2,249,959   1,533,653   1,497,346 
 
Our Board of Directors is empowered, without approval of the stockholders, to cause shares of preferred stock to be issued in one or more series and to establish the number of shares to be included in each such series and the rights, powers, preferences, and limitations of each series. Because the Board of
 
 
F-29

 
 
Directors has the power to establish the preferences and rights of each series, it may afford the holders of any series of preferred stock preferences, powers and rights, voting or otherwise, senior to the rights of holders of common stock. The issuance of the preferred stock could have the effect of delaying or preventing a change in control of the Company. See Note T - Stockholders' Rights Plan for a discussion of our stockholders' rights plan, as amended.

Upon our dissolution or liquidation, whether voluntary or involuntary, holders of our common stock will be entitled to receive all of our assets available for distribution to our stockholders, subject to any preferential rights of any then outstanding preferred stock.

In January 2004, our Board of Directors authorized the repurchase of up to $20.0 million of our common stock. During the three years ending December 31, 2011, we made no purchases of our common stock pursuant to this authorization.