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Series B Convertible Preferred Stock
12 Months Ended
Dec. 31, 2011
Series B Convertible Preferred Stock [Abstract]  
Series B Convertible Preferred Stock

13. Series B Convertible Preferred Stock

On October 31, 2008 and December 31, 2008, the former parent company of the Company sold a total of 45,000 shares of Series B for net proceeds of $35.0 million. BMO, a related party as discussed further in Note 12, owned 100% of the outstanding Series B. On August 2, 2010, the Company issued notice to exercise its call option to redeem 9,783 shares of the Series B and BMO elected to convert the 9,783 shares of Series B, including dividends that had been accrued but not yet declared, into 378,446 shares of common stock. The conversion of the 9,783 shares of Series B preferred shares was effected on August 6, 2010. Accrued and undeclared preferred stock dividends on the converted shares for the period July 1, 2010 through the conversion date were settled on the conversion date through the issuance of 3,621 shares of the Company's common stock.

As of December 31, 2011, 35,217 shares of our Series B, $1,000 stated value per share, were outstanding. The Series B was entitled to one vote for each share of our common stock into which the Series B was then convertible on all matters to be voted on by our shareholders, other than the election of directors; provided that the Series B is entitled to vote as a separate class to elect a Series B director (and pursuant to the Investment Agreement with BMO, so long as BMO continued to own beneficially not less than 10.0% of our common stock, BMO was entitled to nominate another director for election by our common shareholders). On October 27, 2011, the Company entered into an agreement with BMO to convert all 35,217 outstanding shares of Series B into 1,349,300 shares of common stock, at the original conversion rate. In connection with this agreement, the Company made a dividend payment of $8.1 million, representing accrued dividends of $0.9 million plus the net present value of dividend payments through October 31, 2014, the earliest date that the Company could have called for BMO to redeem or convert, at BMO's discretion, all of its preferred shares. As of October 31, 2011, the Series B was no longer entitled to receive preferred dividends. Additionally, the Series B preferred shareholders lost the right to elect a Series B director to the Company's board of directors. As a result, the current Series B director resigned from the Company's board of directors effective October 31, 2011. Upon conversion, BMO has agreed that to the extent its holdings of common stock exceed 24.0% of the outstanding common stock solely by reason of the repurchase or redemption of common stock by the Company, the excess shares will be subject to an irrevocable proxy in favor of the Company to be voted in the same proportion as the votes cast by all shareholders other than BMO. The conversion was subject to regulatory approval. On January 6, 2012, 35,217 shares of the Series B converted to 1,349,300 shares of common stock related to the agreement entered into on October 27, 2011 between the Company and BMO, the holders of all of the outstanding Series B shares. As a result of the conversion, all of the preferred shares have been retired.

Liquidation Preference

Upon a liquidation of the Company, and after satisfaction of creditors and before any distribution is made to holders of any junior stock, holders of Series B were entitled until conversion to receive a per share amount equal to the greater of (i) the stated value then in effect, or (ii) the amount the holder of Series B was entitled to receive if their Series B was converted into Company common stock at the conversion rate then in effect immediately prior to such liquidation through the date of liquidation (the greater of (i) and (ii) is called the "liquidation preference"). As of January 6, 2012, there are no shares of Series B outstanding.