XML 34 R15.htm IDEA: XBRL DOCUMENT v2.4.0.6
Stockholders' Equity
12 Months Ended
Dec. 31, 2011
Stockholders' Equity [Abstract]  
Stockholders' Equity

Note 8 - Stockholders' equity:

 

                 
     Shares of common stock  
     Class A      Class B  
     Issued and
outstanding
     Issued and
outstanding
 
     

Balance at December 31, 2008

     2,361,307         10,000,000   
     

Issued

     9,000         —     
     
    

 

 

    

 

 

 

Balance at December 31, 2009

     2,370,307         10,000,000   
     

Issued

     5,000         —     
     
    

 

 

    

 

 

 

Balance at December 31, 2010

     2,375,307         10,000,000   
     

Issued

     10,800         —     
     
    

 

 

    

 

 

 
     

Balance at December 31, 2011

     2,386,107         10,000,000   
    

 

 

    

 

 

 

Class A and Class B common stock.    The shares of Class A common stock and Class B common stock are identical in all respects, except for certain voting rights and certain conversion rights in respect of the shares of the Class B common stock. Holders of Class A common stock are entitled to one vote per share. NL, which holds all of the outstanding shares of Class B common stock, is entitled to one vote per share in all matters except for election of directors, for which NL is entitled to ten votes per share. Holders of all classes of common stock entitled to vote will vote together as a single class on all matters presented to the stockholders for their vote or approval, except as otherwise required by applicable law. Each share of Class A common stock and Class B common stock have an equal and ratable right to receive dividends to be paid from our assets when, and if declared by the board of directors. In the event of the dissolution, liquidation or winding up of our operations, the holders of Class A common stock and Class B common stock will be entitled to share equally and ratably in the assets available for distribution after payments are made to our creditors and to the holders of any of our preferred stock that may be outstanding at the time. Shares of the Class A common stock have no conversion rights. Under certain conditions, shares of Class B common stock will convert, on a share-for-share basis, into shares of Class A common stock.

Share repurchases and cancellations.     Prior to 2009, our board of directors authorized various repurchases of shares of our Class A common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. We may repurchase our common stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, we may terminate the program prior to its completion. We will generally use cash on hand to acquire the shares. Repurchased shares will be added to our treasury and cancelled. We made no treasury purchases during 2009, 2010 or 2011 and at December 31, 2011, approximately 678,000 shares were available for purchase under these authorizations.

Incentive compensation plan.    The CompX International Inc. 1997 Long-Term Incentive Plan (the "Plan") provides for the award or grant of stock options, stock appreciation rights, performance grants and other awards to employees and other individuals who provide services to us. Up to 1.5 million shares of Class A Common Stock may be issued pursuant to the Plan. Employee stock options are granted at prices not less than the market price of our stock on the date of grant, vest over five years and expire ten years from the date of grant. The following table sets forth changes in outstanding options during the past three years.

 

 

                             
     Shares     Exercise
price per
share
   Amount
payable
upon
exercise
    Weighted
average
exercise
price
 
     (In 000's)          (In 000's)        
         

Outstanding at December 31, 2008

     134      $12.15 - 19.25    $ 2,343      $ 17.49   
         

Canceled

     (53   15.88 - 18.38      (936     17.66   
    

 

 

   

 

  

 

 

   

 

 

 
         

Outstanding at December 31, 2009

     81      $12.15 - 19.25    $ 1,407      $ 17.37   
         

Canceled

     (63   18.38 - 19.25      (1,168     18.54   
    

 

 

   

 

  

 

 

   

 

 

 
         

Outstanding at December 31, 2010

     18      $12.15 - 14.30    $ 239      $ 13.28   
         

Exercised

     (5   12.15      (58     12.15   

Canceled

     (4   12.15      (49     12.15   
    

 

 

   

 

  

 

 

   

 

 

 
         

Outstanding at December 31, 2011

     9      $14.30    $ 132      $ 14.30   
    

 

 

   

 

  

 

 

   

 

 

 

Outstanding options at December 31, 2011 represent less than 1% of our total outstanding shares of common stock at that date and expire in May 2012. Our market price per share at December 31, 2011 was $14.73. All of the fully-vested 9,200 outstanding options at December 31, 2011 were exercisable at $14.30 with a nominal aggregate intrinsic value (defined as the excess of the market price of our common stock over the exercise price). At December 31, 2011, an aggregate of 978,820 shares were available for future grants. Shares issued under the Plan are generally newly-issued shares. The intrinsic value and related income tax benefit of our options exercised in 2011 was insignificant. No stock options were exercised in 2009 or 2010.

In February 2012, our board of directors voted to replace the compensation plan with a new plan pursuant to which an aggregate of 200,000 shares of our common stock can be awarded to members of our board of directors. The new plan is subject to shareholders' approval at our May 2012 shareholder meeting.