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SUBSEQUENT EVENTS | 6 Months Ended
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Dec. 30, 2017
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Debt Conversion, Purchase and Sale Agreement On January 12, 2018, the Company entered into an agreement with its bridge loan lender under which the lender canceled all of the outstanding principal amount and accrued interest under the bridge loan in exchange for 2,819,528 shares in the Company at a conversion price of $6.00 per share. The bridge loan carried a balance, including accrued interest, of $16.9 million as of December 30, 2017. The lender also acquired 250,000 shares of common stock from both the Company and its principal shareholder, also at $6.00 per share for which the Company received $1.5 million. Following the closing of these transactions the lender owned 3,319,528 shares of common stock or approximately 29.4% of our outstanding capital stock. Pursuant to this agreement, certain changes were made to the composition of the Company’s board of directors, including (i) the size of the board was set at five members, (ii) two of the Company’s independent directors resigned from the board effective immediately, (iii) the remaining two other independent directors submitted resignations to the board to be effective no later than October 1, 2018, and (iv) two new directors were appointed to the board as designees of the purchaser. The agreement also provides that we will at least annually distribute a cash dividend to our shareholders from the cash proceeds received by us from the Joint Venture after providing for our expenses and liabilities. Investor Agreement and Material Modification to Rights of Security Holders Also on January 12, 2018, the purchaser entered into an agreement with our principal stockholder. This agreement imposes certain acquisition and transfer restrictions on the shares of common stock held directly or controlled by the principal stockholder to avoid an “ownership change” of the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). This agreement was entered into in order to preserve certain net operating losses of the Company for U.S. federal income tax purposes. Also on January 12, 2018, the board adopted a tax benefit preservation plan between the Company and Computershare Trust Company, N.A., as rights agent, in order to help preserve the value of certain deferred tax benefits, including those generated by net operating losses and certain other tax attributes. The ability to use these tax benefits would be substantially limited if the Company were to experience an “ownership change” as defined under Section 382 of the Code. The tax plan reduces the likelihood that such changes will occur, by acting as a deterrent to any person acquiring shares of the Company equal to or exceeding certain thresholds without the approval of the board.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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