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Subsequent Event
6 Months Ended
Sep. 30, 2011
Subsequent Event [Abstract] 
Subsequent Event
NOTE 15. Subsequent Event
At the Company’s 2011 Annual Meeting of Stockholders, stockholders approved the Shareholder Rights Plan (the “Rights Plan”) that the Company adopted in July 2011. The terms of the Rights Plan provide for the Company’s stockholders to receive one right (a “Right”) for each outstanding common share held. In general, the Rights will become exercisable if a person or group acquires additional shares that would take total holdings to 10% or more of the Company’s common stock or announces a tender offer or exchange offer for 10% or more of the Company’s common stock. The Rights Plan grandfathers in the existing interest of stockholders who currently own in excess of 10%, but would be triggered by any additional purchases.
When the Rights initially become exercisable, as described above, each holder of a Right will be allowed to purchase one one-thousandth of a share of a newly created series of the Company’s preferred shares at an exercise price of $14.00. However, if a person acquires 10% or more of the Company’s common stock in a transaction that was not approved by the Board of Directors, each Right would entitle the holder (other than such acquiring person) to purchase common stock in an amount equivalent to the exercise price at a 75% discount to the market price of the Company’s common stock at that time the Rights Plan is triggered.
The Rights will expire on July 18, 2014. The Company may redeem the rights for $0.01 each at any time until the tenth business day following public announcement that a person or group has acquired 10% or more of its outstanding common stock or one of the grandfathered common stockholders has purchased additional common stock.
In October 2011, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the authorized number of shares of common stock from 14,700,000 to 100,000,000. The stockholders also approved the Company’s 2012 Incentive Compensation Plan with 750,000 shares of common stock available to be issued pursuant to the Plan.
In October 2011, the Company entered into separate Standstill Agreements with its two largest investors, Tinicum Capital Partners II, LP and Wynnefield Partners Small Cap Value, L.P. Tinicum is currently the beneficial owner of approximately 35% of the Company’s common stock. Wynnefield is currently the beneficial owner of approximately 22% of the Company’s common stock.
Pursuant to the Standstill Agreements, Tinicum and Wynnefield each agreed, among other things, that for a period of 18 months, they would not acquire any additional shares of the Company’s common stock; make or in any way participate in the solicitation of proxies; seek to call a meeting of stockholders; seek to advise or influence other stockholders with respect to the voting of the Company’s common stock or seek to effect control of the management, Board of Directors, or policies of the Company.
Tinicum and Wynnefield each also agreed that they would vote in favor of the Company’s nominees to the Board of Directors at the Company’s 2011 Annual Meeting (to be held October 6) and the 2012 Annual Meeting, and vote in favor of the adoption of the Shareholder Rights Plan which was submitted to and approved by the stockholders at the 2011 Annual Meeting.
The Company agreed, among other things, to fix the number of directors to serve on the Board of Directors at seven, and not adopt an advance notice bylaw provision with respect to shareholder business or director elections.
The Standstill Agreements are for a period of 18 months; however they will automatically terminate if either Tinicum or Wynnefield sells, transfers or disposes of shares of the Company’s common stock such that either of them holds less than 15% of the then issued and outstanding shares, or the Company nominates for election as a director any person other than the agreed upon Company nominees or certain agreed-upon replacements.