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12. SUBSEQUENT EVENTS
12 Months Ended
Jun. 30, 2012
Subsequent Events [Abstract]  
NOTE 12 - SUBSEQUENT EVENTS

ASC 855, “Subsequent Events. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued, October 12, 2012. During these periods, we did not have any material recognizable subsequent events required to be disclosed other than those disclosed in this note to the financial statements as of June 30, 2012 and for the year ended June 30, 2012.

 

On September 19, 2012, we entered into a Stock Repurchase Agreement and a Standstill Agreement, each with Sherman Capital Group, LLC; Karen Singer, Trustee Of Singer Children’s Management Trust; David S. Oros; Milfam NG LLC; and PNC Trust Company of Delaware, Trustee of Lloyd I. Miller – Trust C. Under the terms of the Stock Repurchase Agreement, we agreed to repurchase 1,538,602 shares of our Common Stock from the members of the Sherman Group for a purchase price of $2,831,028, or $1.84 per share. Under the terms of the Standstill Agreement, the members of the Sherman Group agreed that they will not (i) acquire any Common Stock or other securities of the Company, (ii) make any tender offer with respect to securities of the Company, (iii) participate in any solicitation of proxies with respect to the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder) with respect to the securities of the Company, or (v) act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company. On September 27, 2012, we completed the repurchase of the shares of our Common Stock from the Sherman Group. As of June 30, 2012, we recorded an expense of $440,000 relating to the premium paid on the stock repurchase that took place on September 27, 2012. The premium was the difference between the $1.84 paid to repurchase the shares and $1.55 which was the market price of our shares on September 19, 2012, the effective date of the Stock Repurchase Agreement.

 

Separate from the Stock Repurchase Agreement and Standstill Agreement, our officers and directors entered into a Settlement Agreement and Release with the Sherman Group dated September 19, 2012. Under the terms of this Agreement, the parties agreed to file a request with the Court to dismiss this action, which took place on October 2, 2012. On October 3, 2012, the U.S. District Court for the Southern District of California issued an Order approving the voluntary dismissal, with prejudice, of the action filed by the Sherman Group