XML 29 R26.htm IDEA: XBRL DOCUMENT v2.4.0.6
Shareholders' Equity Transactions
 12 Months Ended
Mar. 31, 2013
Shareholders' Equity Transactions [Abstract]  
Shareholders' Equity Transactions
19.
Shareholders' Equity Transactions

Share Repurchase Program

In March 2010, the Company's Board of Directors authorized a share repurchase program of up to $5,000,000 of the Company's outstanding common stock from time to time in the open market and in private transactions at prices deemed appropriate by management. There is no expiration date governing the period over which the Company can repurchase shares under this program. Under this plan, the Company repurchased and retired 67,347 shares at a total cost of approximately $389,000. The Company's credit agreements currently prohibit such repurchases.

Private Placement

In April 2012, the Company entered into a Subscription Agreement and a Registration Rights Agreement to raise approximately $15,004,000 in gross proceeds and net proceeds of $13,970,000 after expenses through a private placement of its common stock. Pursuant to the terms of the Subscription Agreement, certain accredited investors purchased an aggregate of 1,936,000 shares of common stock in a private placement exempt from registration under the Securities Act in reliance upon Rule 506 of Regulation D, for a purchase price of $7.75 per share. The Company used the proceeds to enhance the integration of its Fenco acquisition and for general corporate purposes.

Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC to register for resale the common stock sold in the private placement not later than 45 days after the closing of the private placement and to use commercially reasonable efforts to cause such registration statement to be declared effective, subject to certain exceptions, within 60 days of closing (or 120 days in the event of an SEC review). Failure to meet these deadlines and certain other events resulted in the Company's payment to the purchasers of liquidated damages in the amount of 1.0% of the purchase price per 30-day period pending filing of the registration statement, effectiveness of the registration statement or other events, as applicable. On June 12, 2012, the Company filed a registration statement under the Securities Act of 1933 to register the shares of common stock; however, the registration statement was not declared effective in accordance with the deadlines in the Registration Rights Agreement and the Company began accruing liquidated damages starting on August 25, 2012. Liquidated damages could be settled either in cash or, at the option of the purchaser, in shares of the Company's common stock. During fiscal 2013, the Company recorded $675,000 of general and administrative expense for the settlement of these liquidated damages. The Registration Statement was declared effective in time under applicable securities laws on January 7, 2013.