(13.) SHAREHOLDERS' EQUITY

The Company's authorized capital stock consists of 50,210,000 shares of capital stock, 50,000,000 of which are common stock, par value $0.01 per share, and 210,000 of which are preferred stock, par value $100 per share, which is designated into two classes, Class A of which 10,000 shares are authorized, and Class B of which 200,000 shares are authorized. There are two series of Class A preferred stock: Series A 3% preferred stock and the Series A preferred stock. There is one series of Class B preferred stock: Series B-1 8.48% preferred stock. There were 173,286 and 173,398 shares of preferred stock issued and outstanding as of December 31, 2017 and 2016, respectively.

Common Stock

The following table sets forth the changes in the number of shares of common stock for the years ended December 31:


	Outstanding		Treasury		Issued
2017
Shares outstanding at beginning of year	14,537,597		154,617		14,692,214
Common stock issued for "at-the-market" equity offering	1,363,964		-		1,363,964
Restricted stock awards issued	8,898		(8,898	)	-
Restricted stock awards forfeited	(10,359	)	10,359		-
Stock options exercised	21,320		(21,320	)	-
Stock awards	7,841		(7,841	)	-
Treasury stock purchases	(4,323	)	4,323		-
Shares outstanding at end of year	15,924,938		131,240		16,056,178

2016
Shares outstanding at beginning of year	14,190,192		207,317		14,397,509
Common stock issued for Courier Capital acquisition	294,705		-		294,705
Restricted stock awards issued	8,800		(8,800	)	-
Restricted stock awards forfeited	(10,183	)	10,183		-
Stock options exercised	49,761		(49,761	)	-
Stock awards	4,322		(4,322	)	-
Shares outstanding at end of year	14,537,597		154,617		14,692,214

On May 30, 2017, the Company entered into a sales agency agreement, with Sandler O'Neill + Partners, L.P. as sales agent, under which it could sell up to $40.0 million of its common stock through an "at-the-market" equity offering program. The program was completed in November 2017. The Company sold 1,363,964 shares of its common stock under the program at a weighted average price of $29.33, representing gross proceeds of approximately $40.0 million. Net proceeds received were approximately $38.3 million. The Company used the net proceeds of this offering to support organic growth and other general corporate purposes, including contributing capital to the Bank.

Preferred Stock

Series A 3% Preferred Stock. There were 1,439 and 1,492 shares of Series A 3% preferred stock issued and outstanding as of December 31, 2017 and 2016, respectively. Holders of Series A 3% preferred stock are entitled to receive an annual dividend of $3.00 per share, which is cumulative and payable quarterly. Holders of Series A 3% preferred stock have no pre-emptive right in, or right to purchase or subscribe for, any additional shares of the Company's capital stock and have no voting rights. Dividend or dissolution payments to the Class A shareholders must be declared and paid, or set apart for payment, before any dividends or dissolution payments can be declared and paid, or set apart for payment, to the holders of Class B preferred stock or common stock. The Series A 3% preferred stock is not convertible into any other of the Company's securities.

Series B-1 8.48% Preferred Stock. There were 171,847 and 171,906 shares of Series B-1 8.48% preferred stock issued and outstanding as of December 31, 2017 and 2016, respectively. Holders of Series B-1 8.48% preferred stock are entitled to receive an annual dividend of $8.48 per share, which is cumulative and payable quarterly. Holders of Series B-1 8.48% preferred stock have no pre-emptive right in, or right to purchase or subscribe for, any additional shares of the Company's common stock and have no voting rights. Accumulated dividends on the Series B-1 8.48% preferred stock do not bear interest, and the Series B-1 8.48% preferred stock is not subject to redemption. Dividend or dissolution payments to the Class B shareholders must be declared and paid, or set apart for payment, before any dividends or dissolution payments are declared and paid, or set apart for payment, to the holders of common stock. The Series B-1 8.48% preferred stock is not convertible into any other of the Company's securities.