XML 37 R24.htm IDEA: XBRL DOCUMENT
v3.3.1.900

Subsequent Events | 3 Months Ended
--- | ---
Mar. 31, 2016
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Tax Asset Protection Rights Agreement. On April 7, 2016 our Board of Directors adopted a Tax Asset Protection Rights Plan ("Rights Plan") designed to preserve our ability to utilize without limitation our net operating loss carryforwards and other significant tax attributes to offset future taxable income. The Rights Plan was adopted because certain stock transfer restrictions designed to preserve our tax benefits currently contained in our certificate of incorporation are scheduled to expire on July 6, 2016. At our 2016 Annual Meeting of Stockholders, we intend to seek stockholder approval of the Rights Plan, as well as stockholder approval of an amendment to our certificate of incorporation that would implement stock transfer restrictions to replace those that are expiring. Preferred Stock. In connection with the Rights Plan, our Board of Directors declared a dividend, payable April 22, 2016, of a right (a "Right") to purchase one Series A Junior Participating Preferred Stock (the "Series A Preferred") for each outstanding share of our common stock, par value $0.01 per share. The number of shares constituting Series A Preferred, par value $0.01 per share, is 900,000. If the Rights become exercisable, each Right would allow its holder to purchase one one-hundredth of a share of our Series A Preferred for a purchase price of $400.00. Each fractional share of Series A Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. The Rights will not be exercisable until the earlier of: (i) 10 days after a public announcement by us that a person or group has become an acquiring person and (ii) 10 business days (or a later date determined by our board of directors) after a person or group begins a tender or exchange offer that, if completed, would result in that person or group becoming an acquiring Person. Until the date that the Rights become exercisable (the "Distribution Date"), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which we will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an acquiring person, all holders of Rights, except the acquiring person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board of Directors) with a market value of two times the purchase price (a "Flip-in Event"). After the Distribution Date, if a Flip-in Event has already occurred and we are acquired in a merger or similar transaction, all holders of Rights except the acquiring person may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series A Preferred only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or exchange offer as described in (ii) above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series A Preferred. A Distribution Date resulting from any occurrence described in (i) above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of our common stock (or other securities or assets) as described above. Additional information regarding the Rights Plan is contained in the Current Report on Form 8-K and in the Registration Statement on Form 8-A, both filed by the Company with the SEC on April 8, 2016. Dividend Declaration. On April 15, 2016, we announced that our Board of Directors declared a cash dividend of $0.45 per common share or approximately $8.1 million (including dividend equivalents), which will be paid on or about May 13, 2016 to stockholders of record at the close of business on April 25, 2016.

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration