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Redeemable Convertible Preferred Stock
3 Months Ended
Mar. 31, 2012
Redeemable Convertible Preferred Stock

6.  Redeemable Convertible Preferred Stock

 

The Company’s Certificate of Incorporation authorized 1,000,000 shares of undesignated, serial preferred stock. Preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to determine the rights, preferences, privileges, and restrictions granted to and imposed upon any wholly unissued series of preferred stock and designation of any such series without any further vote or action by the Company’s stockholders.

 

As of March 31, 2012 and December 31, 2011, the Company’s only outstanding series of convertible preferred stock is the Series G Convertible Preferred Stock (“Series G”).

 

The Series G stock has a stated value of $1,000 per share, and is convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common stock on its listed market over the five trading days preceding the date of conversion ("Beneficial Conversion Feature"), subject to a maximum conversion price. The number of shares of common stock that may be converted is determined by dividing the stated value of the number of shares of Series G to be converted by the conversion price. The Company may elect to pay the Series G holder in cash at the current market price multiplied by the number of shares of common stock issuable upon conversion.

 

For the period ended March 31, 2012 and the year ended December 31, 2011, no shares of Series G were converted into shares of common stock. At March 31, 2012 and December 31, 2011, the outstanding Series G shares were convertible into a minimum of 861,872 and 825,961 shares of common stock, respectively.

 

Upon a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G, each holder of the Series G has the option to deem such transaction as a liquidation and may redeem his or her shares at the liquidation value of $1,000, per share, for an aggregate amount of $168,496.  The sale of all the assets on June 28, 2007 triggered the preferred stockholders’ redemption of option.  As such redemption is not in control of the Company, the Series G stock has been accounted for as if it was redeemable preferred stock and is classified on the balance sheet between liabilities and stockholders’ equity.

 

The conversion feature of the preferred stock is considered a derivative according to ASC 815 “Derivatives and Hedging”, therefore, the fair values of the derivative are reflected in the financial statements as a liability, which was determined to be $85,196 as of March 31, 2012 and has been included as “change in fair value of conversion feature” on the accompanying Statement of Operations. As of December 31, 2011, the fair value of the derivative was determined to be $81,101.