Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.44M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 36K
3: EX-21.1 Subsidiaries List HTML 38K
4: EX-23.1 Consent of Experts or Counsel HTML 29K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
22: R1 Cover Page HTML 91K
75: R2 Consolidated Balance Sheets HTML 123K
86: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
53: R4 Consolidated Statements of Income HTML 91K
21: R5 Consolidated Statements of Comprehensive Income HTML 46K
74: R6 Consolidated Statements of Equity HTML 88K
85: R7 Consolidated Statements of Equity (Parenthetical) HTML 33K
55: R8 Consolidated Statements of Cash Flows HTML 164K
18: R9 Organization and Summary of Significant Accounting HTML 149K
Policies
36: R10 Revenue HTML 100K
24: R11 Inventories HTML 37K
60: R12 Property and Equipment HTML 55K
91: R13 Goodwill and Intangible Assets HTML 105K
37: R14 Acquisitions HTML 201K
25: R15 Income Taxes HTML 178K
61: R16 Fair Value Measurements HTML 30K
92: R17 Debt and Line of Credit HTML 53K
35: R18 Restricted Stock HTML 69K
26: R19 Treasury Stock HTML 41K
73: R20 Defined Contribution Plan HTML 28K
84: R21 Leases HTML 74K
52: R22 Commitments and Contingencies HTML 39K
20: R23 Concentrations HTML 61K
76: R24 Quarterly Financial Data (Unaudited) HTML 116K
87: R25 Organization and Summary of Significant Accounting HTML 143K
Policies (Policies)
54: R26 Organization and Summary of Significant Accounting HTML 100K
Policies (Tables)
23: R27 Revenue (Tables) HTML 92K
77: R28 Inventories (Tables) HTML 39K
83: R29 Property and Equipment (Tables) HTML 54K
89: R30 Goodwill and Intangible Assets (Tables) HTML 107K
58: R31 Acquisitions (Tables) HTML 188K
28: R32 Income Taxes (Tables) HTML 180K
39: R33 Debt and Line of Credit (Tables) HTML 46K
88: R34 Restricted Stock (Tables) HTML 65K
57: R35 Treasury Stock (Tables) HTML 40K
27: R36 Leases (Tables) HTML 74K
38: R37 Concentrations (Tables) HTML 50K
90: R38 Quarterly Financial Data (Unaudited) (Tables) HTML 116K
56: R39 Organization and Summary of Significant Accounting HTML 42K
Policies - Narrative (Details)
81: R40 Organization and Summary of Significant Accounting HTML 39K
Policies - Allowance For Doubtful Accounts
(Details)
72: R41 Organization and Summary of Significant Accounting HTML 45K
Policies - Sales Return, Waranty, and Other
Credits Liability (Details)
14: R42 Organization and Summary of Significant Accounting HTML 59K
Policies - Reconciliation of Basic and Dilutive
Earnings Per Share (Details)
46: R43 Revenue - Net Sales Related to Key Product Lines, HTML 57K
Distribution Channels, and Geographic Regions
(Details)
80: R44 Revenue - Receivables, Right of Return Assets, HTML 42K
Contract Liabilities, Refund Liabilities, and
Warranty Liabilities (Details)
71: R45 Revenue - Warrant Liabilities Activity (Details) HTML 36K
13: R46 Inventories - Components Of Inventory (Details) HTML 34K
45: R47 Inventories - Narrative (Details) HTML 28K
82: R48 Property and Equipment (Details) HTML 67K
70: R49 Goodwill and Intangible Assets - Goodwill HTML 37K
Rollforward (Details)
64: R50 Goodwill and Intangible Assets - Narrative HTML 52K
(Details)
96: R51 Goodwill and Intangible Assets - Schedule of HTML 56K
Long-lived Intangible Assets (Details)
40: R52 Goodwill and Intangible Assets - Future HTML 43K
Amortization Expense (Details)
30: R53 Acquisitions - Narrative (Details) HTML 110K
65: R54 Acquisitions - Purchase Consideration (Details) HTML 50K
97: R55 Acquisitions - Assets Acquired and Liabilities HTML 128K
Assumed (Details)
41: R56 Acquisitions - Identifiable Intangible Assets HTML 56K
(Details)
31: R57 Acquisitions - Unaudited Pro Forma Results of HTML 53K
Operations (Details)
66: R58 Income Taxes - Income (Loss) From Continuing HTML 36K
Operations Before Taxes (Details)
95: R59 Income Taxes - Income Tax Benefit (Provision) HTML 58K
(Details)
48: R60 Income Taxes - Reconciliation of Income Taxes HTML 70K
(Details)
15: R61 Income Taxes - Deferred Tax Assets and Liabilities HTML 86K
(Details)
68: R62 Income Taxes - Narrative (Details) HTML 49K
78: R63 Income Taxes - Tax Contingencies Reconciled HTML 34K
(Details)
49: R64 Debt and Line of Credit - Schedule of long term HTML 30K
debt (Details)
16: R65 Debt and Line of Credit - Narrative (Details) HTML 84K
69: R66 Restricted Stock - Changes in Restricted Stock HTML 54K
(Details)
79: R67 Restricted Stock - Narrative (Details) HTML 60K
47: R68 Restricted Stock - Summary of Restricted Stock and HTML 36K
Tax Benefits (Details)
17: R69 Treasury Stock (Details) HTML 41K
34: R70 Defined Contribution Plan (Details) HTML 32K
43: R71 Leases - Narrative (Details) HTML 62K
94: R72 Leases - Summary of Right-of-use Assets and Lease HTML 44K
Liabilities (Details)
63: R73 Leases - Maturities of Operating Lease Liabilities HTML 45K
After Adoption of 842 (Details)
33: R74 Leases - Maturities of Operating Lease Liabilities HTML 47K
Before Adoption of 842 (Details)
42: R75 Commitments and Contingencies - Purchase HTML 37K
Obligations Narrative (Details)
93: R76 Commitments and Contingencies - Litigation HTML 36K
Narrative (Details)
62: R77 Concentrations - Concentration Risk Percentage HTML 43K
(Details)
32: R78 Concentrations - Narrative (Details) HTML 48K
44: R79 Quarterly Financial Data (Unaudited) (Details) HTML 64K
59: R9999 Uncategorized Items - zagg-20191231.htm HTML 40K
29: XML IDEA XML File -- Filing Summary XML 177K
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67: EXCEL IDEA Workbook of Financial Reports XLSX 114K
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‘EX-4.1’ — Instrument Defining the Rights of Security Holders
Pursuant to Section 12 of the Securities Exchange Act of 1934
As used below, the terms “Corporation,” the “Company,”“we,”“us,” and “our” refer to ZAGG Inc. We have one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.001 per share (the “common stock”).
General
The
following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Certificate of Incorporation (the “Certificate of Incorporation”) and our Bylaws, amended through July 18, 2016 (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K to which this exhibit is a part. We encourage you to read our Certificate
of Incorporation, our Bylaws and the applicable provisions of Delaware General Corporation Law for additional information.
Common Stock
Authorized Shares. Our authorized shares of stock of the Corporation consists of 100,000,000 shares of common stock, $0.001 par value per share.
Voting. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights.
Dividend Rights. Holders of common stock are entitled to receive dividends when, as and if declared by our board of directors, in its discretion, out of funds
legally available for the payment of dividends.
Liquidation Rights. Upon the liquidation, dissolution or winding up of our company, the holders of common stock are entitled to receive ratably the net assets of our company available after the payment of all debts and other liabilities.
Other Rights and Preferences. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Holders of common stock may act by written consent holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Transfer Agent and Registrar. The transfer agent and registrar for our common stock is Empire Stock Transfer, Inc., 1859 Whitney Mesa Drive, Henderson, Nevada89014. Its telephone number is 1-702-818-5898.
Listing. Our common stock is traded on The Nasdaq Global Select Market under the trading symbol “ZAGG”.
•acquisition of the Company by means of a tender offer,
•acquisition of the Company by means of a proxy contest or otherwise, or
•removal of the
Company’s incumbent officers and directors
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Board. The Company believes that the benefits of increased protection give it the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of them could result in an improvement of their terms.
Size
of Board and Vacancies. The Bylaws provide that the Board will have a minimum of three and a maximum of thirteen members, as fixed from time to time by the Board. In contested elections of directors, directors are elected by a plurality of the votes cast at a meeting of the stockholders by the holders of common stock entitled to vote in the election. In uncontested director elections, any incumbent director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election shall immediately tender his or her resignation, and the Board must decide, through a process which excludes the nominee in question, whether to accept the resignation at its next regularly scheduled Board meeting. Any director may be removed at any time, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors. Vacancies and newly created directorships resulting from any increase in the Company’s authorized number of directors may be filled by the majority vote of the Company’s remaining directors in office, or by the sole remaining director, or if there are no directors in office, then an election of directors may be held in the manner provided by statute.
Stockholder Meetings. Under the Bylaws, special meetings of the Company’s stockholders may be called by the
Company’s chairman, the Company’s chief executive officers, the Board pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption), or holders of at least ten percent (10%) of the common stock.
Requirements for Advance Notification of Stockholder Nominations and Proposals. The Bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of the Board or a committee of the Board.
Delaware
Anti-takeover Law. The Company is subject to Section 203 of the Delaware General Corporation Law (“Section 203”), an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date such person became an interested stockholder, unless the business combination or the transaction in which such person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person that, together with affiliates and associates, owns, or within three years prior to the
determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the Board, including discouraging attempts that might result in a premium over the market price for the shares of common stock.
Dates Referenced Herein and Documents Incorporated by Reference
