NOTE 8 — STOCKHOLDERS’ EQUITY
Preferred Stock
The Board, without further stockholder authorization, may issue from time to time up to 1,000,000 shares of the Company’s preferred stock. Of the 1,000,000 shares of preferred stock, 500,000 shares are designated as Series B Junior Participating Cumulative Preferred Stock. As of December 31, 2013 and 2012, none of the preferred stock was outstanding.
The Company has a stockholder rights plan under which one preferred stock purchase right was distributed on January 11, 1999 with respect to each share of common stock outstanding at the close of business on December 31, 1998. The rights have an amended expiration of December 31, 2018. While the rights are outstanding, they provide, among other things, that in the event any person becomes the beneficial owner of at least 20% of common stock outstanding, an increase from 15% pursuant to the second amendment effective February 4, 2014, each right will be exercisable to purchase shares of common stock having a market value equal to two times the then current exercise price of a right (initially $30.00). The rights also provide that, if on or after the occurrence of such event, the Company merges with any other corporation or 50% or more of its assets or earning power are sold, each right will be exercisable to purchase common stock of the acquiring corporation having a market value equal to two times the then current exercise price of such stock. The rights are subject to redemption at $0.001 per right at any time prior to the first date upon which they become exercisable to purchase common shares.
Common Stock
At December 31, 2013, the Company had 37,336,000 shares of common stock issued with 35,372,000 shares outstanding. The Company currently has 50,000,000 shares of common stock authorized for issuance and 1,964,000 shares of common stock in its treasury.
2014 common stock issuances
On February 10, 2014, the Company entered into a subscription agreement (“February 2014 Subscription Agreement”) with Oracle Partners L.P., Oracle Institutional Partners, L.P., and Oracle Ten Fund Master L.P., under which the Company offered an aggregate of 1,945,525 unregistered shares of common stock in a private placement at a price of $2.57 per share. Gross proceeds from the sale totaled $5 million and net proceeds, after offering expenses of approximately $208,000, totaled approximately $4.8 million. The Company used the proceeds for working capital and general corporate purposes.
On January 17, 2014, the Company filed a registration statement on Form S-3, File No. 333-193426 (“January 2014 Registration Statement”) with the Securities and Exchange Commission (“SEC”) to register an indeterminate number of shares of common stock, preferred stock, and warrants with a total offering price not to exceed $12.5 million. The January 2014 Registration Statement was declared effective by the SEC on January 29, 2014.
2013 common stock issuances
On December 19, 2013, the Company entered into a subscription agreement (the “December 2013 Subscription Agreement”) with Oracle Ten Fund Master, LP under which the Company offered an aggregate of 340,000 unregistered shares of common stock in a private placement at a price of $1.80 per share. Gross proceeds from the sale totaled $612,000, and net proceeds, after offering expenses of approximately $34,000, totaled approximately $578,000. The Company used the proceeds for working capital and general corporate purposes.
On July 26, 2013, the Company filed a registration statement on Form S-3, File No. 333-190158 (“2013 Registration Statement”) with the SEC to register an indeterminate number of shares of common stock, preferred stock, and warrants with a total offering price not to exceed $5 million. The 2013 Registration Statement was declared effective by the SEC on September 19, 2013. On September 23, 2013, the Company entered into an agreement with Northland Securities, Inc. (“Northland”), pursuant to which Northland acted as placement agent in connection with the sale of 2,688,172 shares of its common stock at a price of $1.86 per share. Gross proceeds from the sale totaled $5 million, and net proceeds after offering expenses of $408,000, which included Northland’s fee, totaled approximately $4.6 million.
2011 securities purchase agreement
In June 2011, the Company entered into a securities purchase agreement (the “June 2011 Securities Purchase Agreement”) with certain institutional investors (the “June 2011 Purchasers”) under which the Company sold an aggregate of 1,625,947 unregistered shares of the Company’s common stock at a price of $5.55 per share, together with five-year warrants to purchase 812,974 shares of its common stock having an exercise price of $6.50 per share (the “June 2011 Warrants”). Gross proceeds from the offering totaled approximately $9 million, and net proceeds to the Company, after commissions and other offering expenses of approximately $622,000, totaled approximately $8.4 million. Rodman & Renshaw, LLC (“Rodman & Renshaw”) served as the Company’s exclusive placement agent for the offering. The Company used the proceeds for working capital and general corporate purposes. The Company filed a registration statement on Form S-3 with the SEC to register the Registerable Securities (File No. 333-175664) on July 19, 2011 which was declared effective by the SEC on August 25, 2011, thereby satisfying the registration rights agreement. On August 2, 2011, the Company repurchased 90,000 of the June 2011 Warrants for $99,900, or $1.11 per underlying share, plus expenses of $30,000. The remaining June 2011 Warrants expire on June 29, 2016.
Stock dividends
The Board declared one-half percent stock dividends during each of the four quarters of 2013. The stock dividend declared during the quarter ended December 31, 2013 was payable December 30, 2013 to shareholders of record on December 16, 2013, the stock dividend declared during the quarter ended September 30, 2013 was payable September 13, 2013 to shareholders of record on August 30, 2013, the stock dividend declared during the quarter ended June 30, 2013 was payable June 28, 2013 to shareholders of record on June 14, 2013, and the stock dividend declared during the quarter ended March 31, 2013 was payable March 29, 2013 to shareholders of record on March 15, 2013. All stock information presented, other than that related to stock options and warrants, has been adjusted to reflect the effects of stock dividends.
In February 2014, the Board announced a 2% annual stock dividend policy for 2014, payable in quarterly installments, and declared a one-half percent stock dividend payable March 28, 2014, to stockholders of record on March 14, 2014. The Company expects to record the effects of the March Stock Dividend in the first quarter ending March 31, 2014. Stock dividends are discussed quarterly by the Board and management. The actual declaration of future stock dividends and the establishment of the record and payment dates are subject to final determination by the Board after its review of the Company’s financial performance, the expected results of future operations, availability of shares, and other factors that the Board may deem relevant. The Company’s dividend policy may be changed at any time by the Board, and there is no assurance, with respect to the amount or frequency, that any stock dividend will be declared in the future.
Stock repurchase program
On August 10, 2011, the Company announced that its Board authorized a stock repurchase program, pursuant to which the Company was authorized to repurchase up to an aggregate of 2,000,000 shares of the Company’s outstanding common stock. The stock repurchase program became effective on August 12, 2011 and expired on August 12, 2013. Pursuant to the stock repurchase program, the Company repurchased 133,365 shares and 100,500 shares of the Company’s common stock at a weighted average price of $1.73 and $2.68 during the years ended December 31, 2012 and 2011, respectively.
Warrants
The Company issues warrants for the sale of its common stock as approved by its Board. In addition to the aforementioned warrants issued in connection with common stock transactions, the Company has issued warrants in connection with strategic initiatives as follows:
On July 12, 2013, the Company entered into a strategic agreement with Valam, Inc. (“Valam”) to develop, market, and sell office-based laser systems to otolaryngologists (also known as “Ear, Nose, and Throat” or “ENT” doctors) (the “Valam Agreement”). The Valam Agreement provides the Company with an exclusive worldwide license to Valam’s ENT related patents and pending patents which complements the Company’s patent portfolio and supports the Company’s launch into the ENT laser market in late 2013. In connection with the Valam Agreement, the Company issued a warrant to Valam to purchase up to 165,000 shares of the Company’s common stock, at a modified price per share of $4.00 (the “Valam Warrant”), which is a decrease from the original agreed upon price per share of $6.00. The Valam Warrant is performance-based and will vest as follows: 30,000 warrant shares upon the launch of the Company’s first ENT laser; 55,000 warrant shares upon the receipt of certain specified clearances required from the U.S. Food and Drug Administration (the “FDA”); 40,000 warrant shares upon achieving $5 million in ENT laser revenues for a 12-month period; and 40,000 warrant shares upon achieving $10 million in ENT laser revenues for a 12-month period. Vested warrant shares may be exercised with a cash payment, or, in lieu of a cash payment, Valam may convert the vested warrant shares into a net number of whole common shares. The Valam Warrant expires on July 14, 2020. As of December 31, 2013, 30,000 warrant shares have been earned and stock-based compensation costs of approximately $41,000 have been recognized.
On April 26, 2013, the Company issued a warrant to Sun Dental Laboratories, LLC (“Sun Dental Labs”) to purchase up to 500,000 shares of the Company’s common stock, at a price per share of $5.90 (the “Sun Dental Warrant”). The Sun Dental Warrant is performance-based and will vest at a rate of 1,000 shares per each 3Shape A/S (“3Shape”) Trios intraoral scanner (“Trios IOS”) that Sun Dental Labs assists in selling in conjunction with the agreement. For the purposes of the Sun Dental Warrant, a sale is defined as a Trios IOS that has been installed at the customer's place of business and is fully operational, where the customer has been trained, and the Trios IOS has been paid for in full by the customer. Any unvested warrant shares will expire on April 24, 2014. Vested warrant shares may be exercised with a cash payment, or, in lieu of a cash payment, Sun Dental Labs may convert the vested warrant shares into a net number of whole common shares. The Company recorded stock-based compensation expense of less than $1,000 related to the Sun Dental Warrant during the year ended December 31, 2013.
On April 18, 2013, the Company issued a warrant (the “2013 IR Warrant”) to purchase up to 60,000 shares of the Company’s common stock to an investor relations firm, at a price per share of $5.10. The 2013 IR Warrant vests and becomes exercisable only if the Company’s common stock closing price on NASDAQ reaches or exceeds $7.50. The 2013 IR Warrant expires April 17, 2018. As of December 31, 2013, no stock-based compensation has been recognized for the 2013 IR Warrant. The Company will reassess whether achievement of the contingent exercise provisions are probable on a quarterly basis and recognize stock-based compensation when it is probable that the market performance requirements will be achieved.
On March 23, 2013, the Company issued two tranches of warrants to purchase up to 100,000 shares of the Company’s common stock to a consultant, at a price per share of $4.50 (the “CMR Warrant”). The first tranche of 50,000 warrant shares vests and becomes exercisable only if the Company’s common stock closing price on NASDAQ reaches or exceeds $6.00, as amended. The second tranche of 50,000 warrant shares was cancelled during the year ended December 31, 2013. The CMR Warrant expires March 22, 2018. As of December 31, 2013, no stock-based compensation has been recognized for the CMR Warrant. The Company will reassess whether achievement of the contingent exercise provision is probable on a quarterly basis and recognize stock-based compensation when it is probable that the market performance requirements will be achieved.
On November 8, 2012, the Company issued a warrant (the “2012 IR Warrant”) to purchase up to 50,000 shares of the Company’s common stock to an investor relations consultant, at a price per share of $2.50. The 2012 IR Warrant was subject to a vesting and exercisability condition which would have been met upon the Company’s common stock closing price on NASDAQ reaching or exceeding $7.00 by November 7, 2013. Furthermore, the 2012 IR Warrant called for immediate vesting of 25,000 shares upon early termination of the arrangement. The Company terminated the arrangement during the year ended December 31, 2013 and therefore recognized stock-based compensation of approximately $64,000 and issued 9,296 net shares of common stock during the same period.
During September 2010, the Company issued a warrant (the “2010 IR Warrant”) to purchase an aggregate of 50,000 shares of common stock at a price per share of $0.74 to three service providers who provide investor relations services. Pursuant to the agreement, the service providers were also entitled to a second tranche of 2010 IR Warrant to purchase an aggregate of 50,000 shares of common stock at a price per share of $0.74. The 2010 IR Warrant was fully exercised during the year ended December 31, 2012. In connection with the issuance of the 2010 IR Warrant, the Company recognized expenses of approximately $23,000 and $273,000 for the years ended December 31, 2012 and 2011, respectively.
The Company also issues warrants to its lenders. See Note 5 — Lines of Credit and Other Borrowings for further discussion.
Stock Options
As of December 31, 2013, a total of 7,750,000 shares have been authorized for issuance under the Company’s 2002 Stock Incentive Plan, of which 2,841,000 shares have been issued for options which have been exercised, 4,441,000 shares have been reserved for options that are outstanding, and 468,000 shares are available for the granting of additional options.
Stock options may be granted as incentive or nonqualified options; however, no incentive stock options have been granted to date. The exercise price of options is at least equal to the market price of the stock as of the date of grant. Options may vest over various periods but typically vest on a quarterly basis over three years. Options expire after five years, ten years or within a specified time from termination of employment, if earlier. The Company issues new shares of common stock upon the exercise of stock options. The following table summarizes option activity:
|
Shares |
|
|
Weighted
Average
Exercise Price
Per Share |
|
|
Weighted Average
Remaining
Contractual Term
(Years) |
|
|
Aggregate Intrinsic
Value(1) |
|
Options outstanding, January 1, 2011 |
|
4,130,000 |
|
|
$ |
3.60 |
|
|
|
|
|
|
|
|
|
Granted at fair market value |
|
1,151,000 |
|
|
$ |
4.11 |
|
|
|
|
|
|
|
|
|
Granted at above fair market value |
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
Exercised |
|
(657,000 |
) |
|
$ |
2.08 |
|
|
|
|
|
|
|
|
|
Forfeited, cancelled, or expired |
|
(766,000 |
) |
|
$ |
4.92 |
|
|
|
|
|
|
|
|
|
Options outstanding, December 31, 2011 |
|
3,858,000 |
|
|
$ |
3.75 |
|
|
|
|
|
|
|
|
|
Granted at fair market value |
|
614,000 |
|
|
$ |
2.61 |
|
|
|
|
|
|
|
|
|
Granted at above fair market value |
|
568,000 |
|
|
$ |
2.45 |
|
|
|
|
|
|
|
|
|
Exercised |
|
(214,000 |
) |
|
$ |
2.12 |
|
|
|
|
|
|
|
|
|
Forfeited, cancelled, or expired |
|
(966,000 |
) |
|
$ |
3.63 |
|
|
|
|
|
|
|
|
|
Options outstanding, December 31, 2012 |
|
3,860,000 |
|
|
$ |
3.48 |
|
|
|
|
|
|
|
|
|
Granted at fair market value |
|
711,000 |
|
|
$ |
3.79 |
|
|
|
|
|
|
|
|
|
Granted at above fair market value |
|
978,000 |
|
|
$ |
3.72 |
|
|
|
|
|
|
|
|
|
Exercised |
|
(343,000 |
) |
|
$ |
2.07 |
|
|
|
|
|
|
|
|
|
Forfeited, cancelled, or expired |
|
(765,000 |
) |
|
$ |
4.23 |
|
|
|
|
|
|
|
|
|
Options outstanding, December 31, 2013 |
|
4,441,000 |
|
|
$ |
3.51 |
|
|
|
3.83 |
|
|
$ |
1,574,000 |
|
Options exercisable, December 31, 2013 |
|
2,688,000 |
|
|
$ |
3.51 |
|
|
|
3.17 |
|
|
$ |
1,343,000 |
|
Vested options expired during the twelve months ended December 31, 2013 |
|
90,000 |
|
|
$ |
11.24 |
|
|
|
|
|
|
$ |
— |
|
(1) | The intrinsic value calculation does not include negative values. This can occur when the fair market value on the reporting date is less than the exercise price of a grant. |
The following table summarizes additional information for those options that are outstanding and exercisable as of December 31, 2013:
|
|
Options Outstanding |
|
|
Exercisable |
|
Range of Exercise Prices |
|
Number
of Shares |
|
|
Weighted
Average
Exercise Price |
|
|
Weighted
Average
Remaining
Life (Years) |
|
|
Number
of Shares |
|
|
Weighted
Average
Exercise Price |
|
$ 0.82 — $1.99 |
|
|
445,000 |
|
|
$ |
1.51 |
|
|
|
5.08 |
|
|
|
340,000 |
|
|
$ |
1.42 |
|
$ 2.00 — $2.99 |
|
|
2,113,000 |
|
|
$ |
2.37 |
|
|
|
3.21 |
|
|
|
1,365,000 |
|
|
$ |
2.20 |
|
$ 3.00 — $3.99 |
|
|
121,000 |
|
|
$ |
3.19 |
|
|
|
3.09 |
|
|
|
72,000 |
|
|
$ |
3.25 |
|
$ 4.00 — $4.99 |
|
|
889,000 |
|
|
$ |
4.18 |
|
|
|
5.34 |
|
|
|
316,000 |
|
|
$ |
4.20 |
|
$ 5.00 — $5.99 |
|
|
562,000 |
|
|
$ |
5.20 |
|
|
|
4.08 |
|
|
|
286,000 |
|
|
$ |
5.34 |
|
$ 6.00 — $9.99 |
|
|
201,000 |
|
|
$ |
7.48 |
|
|
|
2.17 |
|
|
|
199,000 |
|
|
$ |
7.49 |
|
$ 10.00 — $13.99 |
|
|
61,000 |
|
|
$ |
11.19 |
|
|
|
1.36 |
|
|
|
61,000 |
|
|
$ |
11.19 |
|
$ 14.00 — $18.51 |
|
|
49,000 |
|
|
$ |
14.15 |
|
|
|
0.43 |
|
|
|
49,000 |
|
|
$ |
14.15 |
|
Total |
|
|
4,441,000 |
|
|
$ |
3.51 |
|
|
|
3.83 |
|
|
|
2,688,000 |
|
|
$ |
3.51 |
|
Cash proceeds, along with fair value disclosures related to grants, exercises, and vesting options, are as follows for the years ended December 31 (in thousands, except per share amounts):
|
Years Ended
December 31, |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
Proceeds from stock options exercised |
$ |
707 |
|
|
$ |
455 |
|
|
$ |
1,244 |
|
Tax benefit related to stock options exercised(1) |
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Intrinsic value of stock options exercised(2) |
$ |
860 |
|
|
$ |
91 |
|
|
$ |
1,328 |
|
Weighted-average fair value of options granted |
$ |
1.82 |
|
|
$ |
1.39 |
|
|
$ |
2.97 |
|
Total fair value of shares vested during the year |
$ |
1,544 |
|
|
$ |
1,737 |
|
|
$ |
1,259 |
|
(1) | Excess tax benefits received related to stock option exercises are presented as financing cash inflows. Currently the Company does not receive a tax benefit related to the exercise of stock options due to its net operating losses. |
(2) | The intrinsic value of stock options exercised is the amount by which the market price of the stock on the date of exercise exceeded the market price of the stock on the date of grant. |
On June 6, 2013, the Board granted stock options to purchase 350,000 shares of common stock to Alexander K. Arrow in connection with his appointment to President and Chief Operating Officer. These stock options were granted at an exercise price of $4.00 per share, vest and become exercisable in equal quarterly amounts over a four-year period beginning on June 6, 2014, and expire on June 6, 2020.
On May 7, 2012, the Board granted a non-qualified stock option to purchase 65,000 shares of the Company’s common stock to a consultant, at a price per share of $2.55, the closing market price of the Company’s common stock on the grant date. The option fully vests and becomes exercisable upon the achievement of certain specified performance conditions, as defined in the consulting agreement with this consultant, and the option expires five years from the grant date. As of December 31, 2013, no stock-based compensation has been recognized. The Company will reassess whether achievement of the performance conditions is probable on a quarterly basis and recognize stock-based compensation when it is probable that the performance conditions will be achieved.
