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NOTE 9 - CAPITAL STOCK | 12 Months Ended
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Jun. 30, 2012
Notes to Financial Statements |
NOTE 9 - CAPITAL STOCK | NOTE 9 - CAPITAL STOCK Common Stock Cash dividends payable on the common stock shall, in all cases, be on a per share basis, one hundred twenty percent (120%) of the cash dividend payable on shares of Class B common stock and three hundred sixty percent (360%) of the cash dividend payable on a share of Class C common stock. Class B Common Stock Class B common stock is convertible into shares of common stock on a one-for-one basis. Class B common stock has 10 votes per share. There were 158 of such shares outstanding at June 30, 2012 and 2011. Class C Common Stock On April 3, 1995, the stockholders ratified a proposal creating a new Class C common stock and authorized the exchange offering of three shares of Class C common stock for each share of the Company's outstanding Class B common stock. The Class C common stock has 25 votes per share, as compared to 10 votes per share for the Class B common stock and one vote per share for the common stock. The Class C common stock was offered on a three-for-one basis to the holders of the Class B common stock. Although having greater voting power, each share of Class C common stock has only one-third of the rights of a share of Class B common stock to dividends and distributions. Class C common stock is convertible into shares of common stock on a three-for-one basis. Class A Non-Voting Preferred Stock On April 3, 1995, the stockholders ratified a proposal consisting of the creation of a new class of Class A non-voting preferred stock with special dividend rights and the declaration of a stock dividend on the Company's common stock consisting of one share of Class A non-voting preferred stock for every five shares of common stock. The stock dividend was payable to holders of common stock on October 20, 1995. Class A non-voting preferred stock issued pursuant to such stock dividend approximates 313,000 shares. The Class A non-voting preferred stock is entitled to a special dividend equal to 3-1/4% of first $10 million, 4-1/2% of next $20 million and 5-1/2% on amounts in excess of $30 million of the amount of any cash awards or settlements received by the Company in connection with the enforcement of five of the Company's patents in its patent lawsuits, less the revised special dividend payable on the common stock with respect to one of the Company's patents. The Class A non-voting preferred stock participates on an equal per share basis with the common stock in any dividends declared and ranks equally with the common stock on distribution rights, liquidation rights and other rights and preferences (other than the voting rights). Stock Bonus Plans On April 23, 2010, the Board approved the 2010 Stock Bonus Plan. The plan entitles the Company to reserve 2,000,000 shares of common stock. On August 10, 2010, the Company filed Form S-8 to register the 2,000,000 shares. As of June 30, 2012, 1,072,945 shares of common stock of FONAR were available for future grant under this plan. 276,334 shares were issued during the year ended June 30, 2012. Options The Company has stock option plans, which provide for the awarding of incentive and non-qualified stock options to employees, directors and consultants who may contribute to the success of the Company. The options granted vest either immediately or ratably over a period of time from the date of grant, typically three or four years, at a price determined by the Board of Directors or a committee of the Board of Directors, generally the fair value of the Company's common stock at the date of grant. The options must be exercised within ten years from the date of grant. FONAR’s 1997 Nonstatutory Stock Option Plan, adopted on May 9, 1997, permits the issuance of stock options covering an aggregate of 200,000 shares of common stock of FONAR. The options may be issued at such prices and upon such terms and conditions as are determined by FONAR. The 1997 Plan terminated on May 8, 2007. During the year ended June 30, 2012, 8,272 options expired, therefore of the options granted under this plan zero shares remain outstanding. FONAR’s 2002 Incentive Stock Option Plan (the “FONAR 2002 Plan”), adopted on July 1, 2002, is intended to qualify as an incentive stock option plan under Section 422A of the Internal Revenue Code of 1954, as amended. The FONAR 2002 Plan permits the issuance of stock options covering an aggregate of 100,000 shares of common stock of FONAR. The options have an exercise price equal to the fair market value of the underlying stock on the date the option is granted, are nontransferable, are exercisable for a period not exceeding ten years and expire upon the voluntary termination of employment. The FONAR 2002 Plan terminated on June 30, 2012. During the year ended June 30, 2012, 243 options were forfeited, therefore 14,022 options remain outstanding. FONAR’s 2005 Incentive Stock Option Plan (the “FONAR 2005 Plan”), adopted on February 16, 2005, is intended to qualify as an incentive stock option plan under Section 422A of the Internal Revenue Code of 1954, as amended. The FONAR 2005 Plan permits the issuance of stock options covering an aggregate of 80,000 shares of common stock of FONAR. The options have an exercise price equal to the fair market value of the underlying stock on the date the option is granted, are non-transferable, are exercisable for a period not exceeding ten years, and expire upon the voluntary termination of employment. The FONAR 2005 Plan will terminate on February 14, 2015. As of June 30, 2012, 80,000 shares of common stock of FONAR were available for future grant under this Plan. Stock option activity and weighted average exercise prices under these plans and grants for the years ended June 30, 2012 and 2011 were as follows:
|  | Number of Options |  | Weighted Average Exercise Price |  | Aggregate Intrinsic Value
Outstanding, June 30, 2010 |  |  | 68,234 |  |  |  | 29.63 |  |  |  | — |
Granted |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  |  | — |  |  |  | — |  |  |  | — |
Forfeited / Expired |  |  | (45,697 | ) |  |  | 29.31 |  |  |  | — |
Outstanding, June 30, 2011 |  |  | 22,537 |  |  |  | 30.27 |  |  |  | — |
Granted |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  |  | — |  |  |  | — |  |  |  | — |
Forfeited / Expired |  |  | (8,515 | ) |  |  | 34.41 |  |  |  | — |
Outstanding, June 30, 2012 |  |  | 14,022 |  |  |  | 27.76 |  |  |  | — |
Exercisable at: |  |  |  |  |  |  |  |  |  |  |  |
June 30, 2011 |  |  | 22,537 |  |  | $ | 30.27 |  |  |  |  |
June 30, 2012 |  |  | 14,022 |  |  | $ | 27.76 |  |  |  |  |
The range of exercise prices for options outstanding as of June 30, 2012 was as follows:
Range of Exercise Price |  | Number of Options Outstanding |  | Weighted Average Remaining Contractual Life in Years
| $25.00 - $28.13 |  |  |  | 5,932 |  |  |  | 0.28 |
| $29.00 - $34.38 |  |  |  | 8,090 |  |  |  | 1.26 |
|  |  |  |  | 14,022 |  |  |  |  |

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