Note G - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE G — STOCKHOLDERS’ EQUITY |
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[1] Preferred Stock |
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On August 30, 2000, we amended our certificate of incorporation to permit the Company to issue up to 100,000,000 shares of $.01 par value preferred stock. Under the amendment, the board of directors has the authority to allocate these shares into as many separate classes of preferred as it deems appropriate and with respect to each class, designate the number of preferred shares issuable and the relative rights, preferences, seniority with respect to other classes and to our common stock and any limitations and/or restrictions that may be applicable without obtaining shareholder approval. |
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| (a) | Class A Preferred Stock | | | | | | | | | | | | | | | | |
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In March 2002, our board designated the first series of preferred shares, authorizing the issuance of up to 3,300,000 Class A Non-Voting Cumulative Convertible Preferred Shares. Each Class A Preferred Share is convertible after a one year holding period, at the holder’s election, into one share of our common stock. The conversion rate is subject to adjustment in the event of the issuance of our common stock as a dividend or distribution and in the case of the subdivision or combination of our common stock. The Class A Preferred has no voting rights, except with respect to matters directly impacting upon the rights and privileges accorded to such Class. |
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The holders of the Class A Preferred are entitled to receive cumulative preferential dividends in the amount of $.40 per share of Class A Preferred for each annual dividend period. |
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Dividends payable on the Class A Preferred will be paid in cash out of any funds legally available for the payment of dividends or, in the discretion of the board, will be paid in Class A Preferred at a rate of 1 share of Class A Preferred for each $4.00 of dividends. |
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If dividends are paid in shares of Class A Preferred, such dividend shares are not entitled to accumulate additional dividends and themselves may be converted into the common stock of the Company on a one for one basis. Holders of Class A Preferred are permitted to request that dividends payable in Class A Preferred be immediately converted into shares of our common stock. At times, our board may elect to settle the dividends through the issuance of common stock in lieu of cash. |
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Accumulated and unpaid dividends on the Class A Preferred will not bear interest. Class A Preferred shares are also entitled to participate pro rata in dividends declared and/or distributions made with respect to all classes of our outstanding equity. |
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We may, in the absolute discretion of our board, redeem at any time and from time to time from any source of funds legally available any and all of the outstanding Class A Preferred at the redemption price of $4.00 per Class A Preferred, plus all unpaid accumulated dividends payable with respect to each Class A Preferred Share. |
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Since its designation in March 2002, we have sold an aggregate 765,512 shares of Class A Preferred for proceeds of approximately $3,062,000. We sold 0 Class A Preferred shares during the nine month period ended September 30, 2013 and the year ended December 31, 2012. |
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Since its designation in March 2002, Class A Preferred shareholders have converted an aggregate 189,750 Class A Preferred into our common stock (on a one to one basis) through September 30, 2013. There were 0 Class A Preferred shares converted in each of the nine month periods ended September 30, 2013 and 2012. |
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For each of the nine month periods ended September 30, 2013 and 2012, we settled 0 Class A Preferred dividends. Since its inception in March 2002 through September 30, 2013, we have settled an aggregate Class A Preferred dividend amounting to approximately $242,000 through the issuance of 11,339 Class A Preferred shares and 100,924 common shares. |
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At September 30, 2013, there were 587,101 outstanding shares of Class A Preferred stock, of which 11,339 shares resulted from the settlement of dividends due to conversion, and those shares no longer accrue dividends. The value of dividends payable upon the conversion of the remaining 575,762 outstanding shares of Class A Preferred stock amounted to approximately $1,961,000 at September 30, 2013. |
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In the event of the liquidation, dissolution and winding up of the Company, and subject to the liquidation rights and privileges of our Class C Preferred, Class A Preferred shareholders have a liquidation preference with respect to all accumulated and unsettled dividends. The value of the Class A Preferred shareholders’ liquidation preference was approximately $1,961,000 and $1,788,000 at September 30, 2013 and December 31, 2012, respectively. In the event of a liquidation, dissolution or winding up of the Company, unpaid accumulated dividends on the Class A Preferred are payable in Class A Preferred shares at a rate of 1 share of Class A Preferred for each $4.00 of dividends. |
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| (b) | Class B Preferred Stock | | | | | | | | | | | | | | | | |
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In September 2004, the board created a second series of preferred stock by authorizing the issuance of up to 300,000 Class B Non-Voting, Cumulative Convertible Preferred Shares to fund the business operations of Iso-Torque Corporation, an entity incorporated to separately commercialize our IsoTorque differential technology. |
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Each Class B Preferred Share is convertible after a one year holding period, at the holder’s election, into one share of our common stock or one share of the common stock of IsoTorque Corporation. The conversion rate is subject to adjustment in the event of the issuance of the Company’s or IsoTorque Corporation’s common stock as a dividend or distribution and in the case of the subdivision or combination of such common stock. The Class B Preferred has no voting rights, except with respect to matters directly impacting upon the rights and privileges accorded to such Class. |
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Subject to the dividend rights and privileges of our Class A Preferred, the holders of the Class B Preferred are entitled to receive cumulative preferential dividends in the amount of $.50 per share of Class B Preferred for each annual dividend period. |
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Dividends payable on the Class B Preferred will be paid in cash out of any funds legally available for the payment of dividends or, in the discretion of the board, will be paid in Class B Preferred at a rate of 1 share of Class B Preferred for each $5.00 of dividends. |
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If dividends are paid in shares of Class B Preferred, such dividend shares are not entitled to accumulate additional dividends and themselves may be converted into the common stock of the Company on a one for one basis. Holders of Class B Preferred are permitted to request that dividends payable in Class B Preferred be immediately converted into shares of our common stock. |
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Accumulated and unpaid dividends on the Class B Preferred will not bear interest. Class B Preferred shares are also entitled to participate pro rata in dividends declared and/or distributions made with respect to all classes of our outstanding equity. |
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We may, in the absolute discretion of our board, redeem at any time and from time to time from any source of funds legally available any and all of the outstanding Class B Preferred at the redemption price of $5.00 per Class B Preferred, plus all unpaid accumulated dividends payable with respect to each Class B Preferred Share. |
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Since its designation in September 2004, we have sold an aggregate 97,500 Class B Preferred in a number of private placements for proceeds of approximately $487,500. We sold 0 Class B Preferred shares during the nine month period ended September 30, 2013 and the year ended December 31, 2012. |
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Since its designation, Class B Preferred shareholders have converted an aggregate 30,000 Class B Preferred into our common stock (on a one to one basis) through September 30, 2013. Through September 30, 2013, we have issued 0 Class B Preferred shares to converting Class B Preferred shareholders as a dividend. |
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Depending upon our cash position, from time to time we may request that a converting preferred shareholder receiving dividends in cash consent to receive shares of restricted common stock in lieu thereof. During the nine month period ended September 30, 2013, we issued 0 shares of restricted common stock in payment of Class B dividends. During the three and nine month periods ended September 30, 2012, we issued 0 and 5,328 shares of restricted common stock in payment of Class B dividends amounting to approximately $0 and $27,000, respectively. Cumulatively through September 30, 2013, we have issued 35,431 restricted common shares in payment of Class B dividends amounting to approximately $51,000. |
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At September 30, 2013, dividends payable upon the conversion of 67,500 outstanding shares of Class B Preferred amounted to approximately $277,000. In the event of the liquidation, dissolution and winding up of the Company, and subject to the liquidation rights and privileges of our Class C Preferred and our Class A Preferred, Class B Preferred shareholders have a liquidation preference with respect to all accumulated and unsettled dividends. The value of the Class B Preferred shareholders’ liquidation preference was $277,000 and $251,000 at September 30, 2013 and December 31, 2012, respectively. In the event of a liquidation, dissolution or winding up of the Company, unpaid accumulated dividends on the Class B Preferred are payable in Class B Preferred shares at a rate of 1 share of Class B Preferred for each $5.00 of dividends. |
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| (c) | Class C Preferred Stock | | | | | | | | | | | | | | | | |
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In September 2011, the board of directors authorized, and Class A Preferred and Class B Preferred shareholders approved, a third series of preferred stock, namely 16,250,000 shares of Class C Voting Convertible Preferred Stock. On September 23, 2011, we sold and issued a total of 16,250,000 shares of Series C Voting Convertible Preferred Stock and warrants to purchase 1,625,000 shares of our common stock in a private placement transaction, generating gross proceeds of $6,500,000. Direct expenses of approximately $106,000 pertaining to the transaction, consisting of primarily external legal costs, were incurred, resulting in net proceeds of approximately $6,394,000. |
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Each Class C Preferred share is convertible, at the holder’s election, into one share of our common stock. The conversion rate is subject to adjustment in the event of the issuance of common stock as a dividend or distribution, and the subdivision or combination of the outstanding common stock. |
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The Class C Preferred shares have a liquidation preference at their stated value per share of $0.40 that is senior to our common stock, and the Company’s Class A Non-Voting Cumulative Convertible Preferred Shares and Class B Non-Voting Cumulative Convertible Preferred Shares. The liquidation preference is payable upon a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or upon a deemed liquidation of the Company. |
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The Class C Preferred shares have no right to receive dividends and have no redemption right. The Class C Preferred shares vote with the common stock on an as-converted basis. Class C Preferred is also entitled to participate pro rata in dividends declared and distributions made with respect to all classes of our outstanding equity. |
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The associated warrants have a ten (10) year term and are immediately exercisable for 1,625,000 shares of common stock. The warrants are exercisable, at the holder’s election, for shares of the Company’s common stock in either a cash or cashless exercise. The warrants have an exercise price equal to the greater of (i) $0.01 or (ii) eighty percent (80%) of the volume weighted average sale price per share of our common stock during the ten (10) consecutive trading days immediately preceding the notice of exercise. The number of warrants and exercise price are subject to adjustment in the event of the issuance of common stock as a dividend or distribution, and the subdivision or combination of the outstanding common stock. At the time of issuance, we estimated a value of $.50 per warrant, or a total of approximately $812,000, using a weighted average of assigned probabilities for various gain scenarios at certain price points based on expected volatility. As a result of the combined issuance of the Class C Preferred stock with the associated warrants, we reflected a non-cash distribution on the Class C Preferred shares for the warrants issued in our consolidated statements of operations for 2011. (See Note G[3](o).) |
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In conjunction with the issuance of the 16,250,000 shares of Class C Preferred stock, we computed the value of the non-cash beneficial conversion feature associated with the right to convert the shares into common stock on a one-for-one basis. We compared the fair value of our common stock on the date of issuance with the effective conversion price after allocation of the proceeds to the related warrants, and determined that the value of the non-cash beneficial conversion feature is approximately $5,582,000, which was reflected in our consolidated statements of operations for the year ended December 31, 2011 as an adjustment to arrive at the net loss attributable to common stockholders. |
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Cumulatively through September 30, 2013, Class C Preferred shareholders have converted 0 shares of Class C Preferred into common stock. At September 30, 2013, there were 16,250,000 shares of Preferred C stock outstanding. The value of the Class C Preferred shareholders’ liquidation preference was $6,500,000 at September 30, 2013. |
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[2] Stock Options |
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| (a) | 1998 Stock Option Plan | | | | | | | | | | | | | | | | |
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In December 1997, our board approved a Stock Option Plan (the “1998 Plan”) which provided for the granting of up to 2,000,000 shares of common stock, pursuant to which officers, directors, key employees and key consultants/advisors are eligible to receive incentive, nonqualified or reload stock options which plan was ratified by the shareholders on May 28, 1998. Options granted under the 1998 Plan are exercisable for a period of up to 10 years from date of grant at an exercise price which is not less than the fair value on date of grant, except that the exercise period of options granted to a stockholder owning more than 10% of the outstanding capital stock may not exceed five years and their exercise price may not be less than 110% of the fair value of the common stock at date of grant. Options may vest over five years. |
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By its terms, our 1998 Plan terminated as to the grant of future options on May 27, 2008. Consequently, no additional stock options will be granted under the 1998 Plan, although outstanding options remain available for exercise in accordance with their terms. There were 0 options exercised under the 1998 Plan during each of the nine month periods ended September 30, 2013 and 2012. |
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Through September 30, 2013, a total of 1,823,895 stock options had been granted under the 1998 Plan and 0 stock options had been exercised. During the three and nine month periods ended September 30, 2013, 0 and 50,000 stock options expired, respectively. During the nine month period ended September 30, 2012, 0 stock options expired. Since the plan’s inception, a total of 1,332,047 stock options have expired. As of September 30, 2013, there were 491,848 outstanding stock options under the 1998 Plan, all of which were fully vested. The following table summarizes information relating to stock options outstanding under the 1998 Plan at September 30, 2013: |
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| Shares | | | Weighted | | | Weighted | | | Aggregate | | | | |
Average | Average | Intrinsic | | | |
Exercise | Remaining Life | Value | | | |
Price | in Years | | | | |
| | 491,848 | | | $ | 5 | | | | 0.5 | | | $ | 0 | | | | |
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As of September 30, 2013, we had $0 unrecognized stock compensation related to unvested awards under the 1998 Plan. |
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| (b) | 2011 Stock Option Plan | | | | | | | | | | | | | | | | |
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On November 3, 2010, the board adopted, and on January 27, 2011 the shareholders approved, the 2011 Stock Option Plan (“2011 Plan”) which provides for the grant of up to 3,000,000 common stock options to provide equity incentives to directors, officers, employees and consultants. Two types of options may be granted under the 2011 Plan: non-qualified options and incentive options. |
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Non-qualified options may be granted to our officers, directors, employees and outside consultants. Incentive options may be granted only to our employees, including officers and directors who are also employees. In the case of non-qualified options, the exercise price may be less than the fair market value of our stock on the date of grant. In the case of incentive options, the exercise price may not be less than such fair market value and in the case of an employee who owns more than 10% of our common stock, the exercise price may not be less than 110% of such market price. Options generally are exercisable for ten years from the date of grant, except that the exercise period for an incentive option granted to an employee who owns more than 10% of our stock may not be greater than five years. |
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Effective January 28, 2011, our board of directors appointed Wesley K. Clark as a member of the board of directors. Our board voted to grant Gen. Clark a non-qualified stock option for 250,000 common shares under the 2011 Plan, effective January 28, 2011 and exercisable at $.90 per share. The option is conditioned upon Gen. Clark serving as a director and vests in four tranches of 25% of the total granted shares on each of the four annual anniversary dates of January 28, 2011. The original terms of the option required the optionee to exercise each tranche within two and one-half months following the calendar year in which the tranche vests or lose the tranche. However, on March 20, 2012, the board approved a modification of these options to provide for a 10 year term with an expiration date of January 28, 2021, and this modification was subsequently approved by shareholders at the Company’s annual meeting on June 14, 2012. We used the Black-Scholes option-pricing model to value the cost of this modification at approximately $56,000, which is being recognized ratably over the vesting periods of the respective tranches. |
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In March 2012, we granted an incentive stock option to our new chief technology officer to acquire 250,000 common shares at an exercise price of $.82 per share, exercisable for 10 years. The option vests in four tranches of 25% of the total granted shares on each of the four annual anniversary dates from the initial date of grant. |
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In December 2012, we granted a non-qualified stock option to a new director to acquire 250,000 common shares at an exercise price of $.70 per share, exercisable for 10 years. The option vests in four tranches of 25% of the total granted shares on each of the four annual anniversary dates from the initial date of grant. |
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During the three month period ended September 30, 2013, we granted 25,000 stock options under the 2011 Plan, 0 options became vested, and 0 options expired or were exercised. During the three month period ended September 30, 2012, we granted 0 stock options under the 2011 Plan, 0 options became vested, and 0 options expired or were exercised. During the nine month period ended September 30, 2013, we granted 25,000 stock options under the 2011 Plan, 125,500 options became vested, and 0 options expired or were exercised. During the nine month period ended September 30, 2012, we granted 251,000 stock options under the 2011 Plan, 62,750 options became vested, and 0 options expired or were exercised. As of September 30, 2013, there were 1,207,000 stock options outstanding under the 2011 Plan, 348,248 of which were vested. At September 30, 2013, there were 1,793,000 options remaining available for future grant under the 2011 Plan. |
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| (c) | Non-Plan Options | | | | | | | | | | | | | | | | |
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During the first quarter of 2011, we granted a total of 1,350,000 non-plan stock options. On January 27, 2011, our shareholders approved the issuance of stock options to 5 directors each for 250,000 common shares, and the issuance of stock options to a consultant acting in the capacity as a special advisor to the board for 100,000 common shares, exercisable at $.90 per common share. Each option is conditioned upon the optionee serving as a director or consultant and vests in four tranches of 25% of the total granted shares on each of the four annual anniversary dates of January 27, 2011. The original terms of the options required the optionee to exercise each tranche within two and one-half months following the calendar year in which the tranche vests or lose the tranche. However, on March 20, 2012, the board approved a modification of these options to provide for a 10 year term with a uniform expiration date of January 27, 2021, and this modification was subsequently approved by shareholders at the Company’s annual meeting on June 14, 2012. We used the Black-Scholes option-pricing model to value the cost of this modification at approximately $304,000, which is being recognized ratably over the vesting periods of the respective tranches. |
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As of September 30, 2013, there were a total of 7,161,668 non-plan options outstanding, of which 4,274,168 were fully vested. During each of the three month periods ended September 30, 2013 and 2012, we granted 0 non-plan stock options, 0 options became vested, and 0 options were exercised or cancelled. During each of the nine month periods ended September 30, 2013 and 2012, we granted 0 non-plan stock options, 337,500 options became vested, and 0 options were exercised or cancelled. |
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| (d) | Summary | | | | | | | | | | | | | | | | |
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For the three month periods ended September 30, 2013 and 2012, compensation cost related to all stock options amounted to $179,000 and $303,000, respectively. For the nine month periods ended September 30, 2013 and 2012, compensation cost related to all stock options amounted to $587,000 and $1,068,000, respectively. As of September 30, 2013, there was $778,000 of total unrecognized compensation costs related to outstanding stock options, which are expected to be recognized over the next 3.9 years. |
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During each of the three and nine month periods ended September 30, 2013, we granted 25,000 stock options with a weighted average grant-date fair value of $.40. The weighted average grant-date fair value of all stock options granted during the nine month period ended September 30, 2012 was $.74 per share. The total grant date fair value of all stock options vested during the nine month periods ended September 30, 2013 and 2012 was approximately $680,000 and $605,000, respectively. |
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The fair value of each option granted during the nine month periods ended September 30, 2013 and 2012 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: |
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| | 2013 | | | 2012 | | | | | | | | | | | |
Expected Term (years) | | | 5.8 | | | | 6 | | | | | | | | | | | |
Expected forfeiture rate | | | 0 | % | | | 0 | % | | | | | | | | | | |
Risk-free rate | | | 1.8 | % | | | 1.3 | % | | | | | | | | | | |
Volatility | | | 132 | % | | | 132.5 | % | | | | | | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | | | | | | | |
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The average risk-free interest rate is based on the U.S. treasury security rate in effect as of the grant date. We determined expected volatility using the historical closing stock price. The expected term was generally determined using the simplified method as we do not believe we have sufficient historical stock option exercise experience on which to base the expected term. |
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The following summarizes the activity of all of our outstanding stock options for the nine month period ended September 30, 2013: |
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| | Shares | | | | Weighted | | | Weighted | | | Aggregate | | |
Average | Average | Intrinsic | |
Exercise | Remaining | Value | |
Price | Contractual | | |
| Term | | |
Outstanding at January 1, 2013 | | | 8,885,516 | | (A) | | $ | 0.94 | | | | | | | | | | |
Granted | | | 25,000 | | | | | 0.45 | | | | | | | | | | |
Exercised | | | 0 | | | | | 0 | | | | | | | | | | |
Canceled or expired | | | 50,000 | | | | | 2.26 | | | | | | | | | | |
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Outstanding at September 30, 2013 (years) | | | 8,860,516 | | (A) | | $ | 0.94 | | | | 6.8 | | | $ | 52,000 | | |
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Exercisable at September 30, 2013 (years) | | | 5,114,264 | | | | $ | 1.19 | | | | 6.3 | | | $ | 30,000 | | |
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Note (A) – Figures include the impact of 405,000 options that were granted in 2011 to replace options / warrants previously granted to certain engineering personnel. The previously issued options / warrants will expire as the newer options vest on a one-to-one basis. During the fourth quarter of 2012, 134,998 of these options vested, and 98,332 previously issued options and 36,666 previously issued warrants were cancelled concurrently in conjunction with the vesting of the 2011 options, leaving 270,002 options remaining to vest. |
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As of September 30, 2013, the exercise prices of all outstanding stock options, as well as all vested stock options, ranged from $.36 per share to $5.00 per share. |
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[3] Warrants |
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As of September 30, 2013, outstanding warrants to acquire shares of our common stock are as follows: |
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| Exercise | | | Expiration | | | | | Number of | | | | | |
Price | Warrants | | | | |
| Exercisable | | | | |
| | Not yet determinable | | | Not yet determinable | | | | 125,000 | | (a) | 0 | | | | | | |
| $ | 0.75 | | | None | | | | 500,000 | | (b) | 0 | | | | | | |
| $ | 0.01 | | | 2015-2016 | | | | 54,500 | | (c) | 54,500 | | | | | | |
| $ | 0.01 | | | None | | | | 3,000 | | (d) | 3,000 | | | | | | |
| $ | 5 | | | None | | | | 75,000 | | (e) | 75,000 | | | | | | |
| $ | 5 | | | 2016 | | | | 83,334 | | (e) | 83,334 | | | | | | |
| $ | 0.01 | | | None | | | | 60,000 | | (f) | 60,000 | | | | | | |
| $ | 0.01 | | | 2016 | | | | 3,750 | | (g) | 3,750 | | | | | | |
| $ | 1 | | | None | | | | 20,500 | | (h) | 20,500 | | | | | | |
| $ | 0.44 | | | 2020 | | | | 400,000 | | (i) | 400,000 | | | | | | |
| $ | 3.75 | | | 2016 | | | | 200,000 | | (j) | 200,000 | | | | | | |
| $ | 5 | | | 2016 | | | | 30,000 | | (k) | 30,000 | | | | | | |
| $ | 5 | | | 2017 | | | | 50,000 | | (l) | 50,000 | | | | | | |
| $ | 5 | | | 2017 | | | | 100,000 | | (m) | 100,000 | | | | | | |
| $ | 2.5 | | | 2020 | | | | 100,000 | | (n) | 100,000 | | | | | | |
| | Not yet determinable | | | 2021 | | | | 1,625,000 | | (o) | 1,625,000 | | | | | | |
| | | | | | | | | 3,430,084 | | | 2,805,084 | | | | | | |
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(a) | | Exercisable only if we have an IPO and exercisable at the IPO price five years from IPO. Through September 30, 2013, we have not conducted an IPO. | | | | | | | | | | | | | |
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(b) | | On April 15, 2002, we issued 1,000,000 warrants at prices ranging from $.30 to $.75 to our then chairman of the board of directors and chief executive officer. Of the total warrants, 250,000 were exercisable at $.30, and 250,000 were exercisable at $.50 on the date the then board elected the executive to the board and named him chief executive officer. During the year ended December 31, 2002, 250,000 warrants were exercised for $.30 per share, resulting in proceeds of $75,000. During the year ended December 31, 2003, 250,000 warrants were exercised for $.50 per share, resulting in proceeds of $125,000. The remaining 500,000 warrants are exercisable upon the occurrence of a significant transaction, which includes execution by us of a binding agreement for the sale, transfer, license or assignment for value of any and/or all of our automotive technology, at $.75 per share. We will record a charge representing the fair value of the warrants when the warrants become exercisable. | | | | | | | | | | | | | |
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(c) | | We issued an aggregate 123,500 warrants at an exercise price of $0.01 with a ten year term to our nonmanagement directors for services rendered to the board under our Nonmanagement Directors Plan prior to its amendment on October 13, 2006. There are 0 further warrants issuable under the Plan as modified by the board of directors on October 13, 2006. An aggregate 69,000 warrants have been exercised for proceeds of $690. | | | | | | | | | | | | | |
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(d) | | In 2005, we issued 12,500 warrants to consultants, immediately exercisable at $0.01 per common share. During 2005 and 2006, 3,500 of these warrants were exercised. During 2010, an additional 6,000 of these warrants were exercised. The 3,000 remaining outstanding warrants have no expiration date. | | | | | | | | | | | | | |
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(e) | | In 2005, we issued 95,000 warrants to two engineering and administrative consultants, exercisable immediately at $5.00 per common share. During 2006, we issued an additional 100,000 warrants to these same consultants exercisable over a ten year term at $5.00 per common share, but only exercisable if there is a commercializing event as determined by the board of directors. During 2008, these warrants were cancelled and new warrants were issued to the same consultants for an aggregate 195,000 shares exercisable until 2016 at $5.00 per common share and conditioned upon the happening of a commercializing event as determined by the board. We recorded a charge of $249,000 in 2008 to general and administrative expense. In 2010, 95,000 of the total number of 195,000 warrants issued to these consultants were modified to eliminate both the term and the commercializing event condition for exercise. The charge related to the 2010 modification was insignificant. In December 2011, 110,000 of these outstanding warrants were amended so that they will be cancelled in conjunction with the vesting of stock options that were issued to replace such warrants, with each option having an exercise price of $1.14 per share, and proportionate vesting on each of the succeeding anniversary dates over a three year period. The approximately $16,000 expense related to the issuance of the stock options to replace the warrants is being amortized over the vesting period of the stock options. In the fourth quarter of 2012, 36,666 of these warrants were cancelled as the corresponding number of options vested. | | | | | | | | | | | | | |
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(f) | | During 2005, we issued 60,000 warrants to an engineering consultant exercisable immediately at $5.00 per common share and with no expiration date. | | | | | | | | | | | | | |
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(g) | | During 2005, we issued 62,500 warrants to investors in connection with their purchase of 62,500 Class A Preferred, immediately exercisable at $.01 per common share and with a ten year term. During 2006, we issued 135,849 warrants to investors along with their purchase of 162,000 Class A Preferred and 20,000 Class B Preferred, all immediately exercisable at $.01 per common share and with a ten year term. Through September 30, 2013, an aggregate of 194,599 of these warrants have been exercised for proceeds of approximately $1,258. There were 0 warrants exercised during the nine month period ended September 30, 2013. | | | | | | | | | | | | | |
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(h) | | During 2006, one investor purchased 20,500 warrants with no expiration date and an exercise price of $1.00 per common share, for a purchase price of $2,000. | | | | | | | | | | | | | |
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(i) | | During 2006, we issued 400,000 warrants immediately exercisable for ten years at an exercise price of $3.27 per common share to a business consultant. Effective October 15, 2010, these warrants were modified and reissued upon the mutual agreement of the parties. Effective October 15, 2010, we issued 400,000 warrants immediately exercisable at $.44 per common share for a period of ten years from the modification date. As a result of the modification, we recorded a charge of $68,000 to general and administrative expenses in the fourth quarter of 2010. During the nine month period ended September 30, 2013, 0 warrants were exercised. | | | | | | | | | | | | | |
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(j) | | During 2006, we issued 200,000 warrants immediately exercisable for ten years at an exercise price of $3.75 per common share to a former governmental affairs consultant. | | | | | | | | | | | | | |
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(k) | | In 2006, we issued 30,000 warrants to consultants exercisable immediately for a ten year term at $5.00 per common share. | | | | | | | | | | | | | |
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(l) | | During 2007, we issued 50,000 warrants exercisable for ten years at $5.00 per common share upon the happening of a commercializing event. The warrants were issued to a consultant who assisted us to potentially place our products in various state school bus programs. We recorded a charge of $249,000 to general and administrative expenses. | | | | | | | | | | | | | |
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(m) | | During 2007, we issued 100,000 warrants immediately exercisable for ten years at an exercise price of $5.00 per common share to two engineering consultants in connection with our engagement to furnish constant velocity joints to a military contractor. We recorded a charge of $401,000 to general and administrative expenses. | | | | | | | | | | | | | |
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(n) | | On February 17, 2010, we issued 100,000 common stock warrants exercisable for ten years at an exercise price of $2.50 per common share to an adviser. We recorded a charge of $45,000 to general and administrative expenses in the first quarter of 2010. | | | | | | | | | | | | | |
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(o) | | On September 23, 2011, we issued 1,625,000 common stock warrants in connection with the sale and issuance of a total of 16,250,000 shares of Series C Voting Convertible Preferred Stock in a private placement transaction, generating gross proceeds of $6,500,000. The warrants have a ten (10) year term and are immediately exercisable for 1,625,000 shares of common stock. The warrants are exercisable, at the holder’s election, for shares of our common stock in either a cash or cashless exercise. The warrants have an exercise price equal to the greater of (i) $0.01 or (ii) eighty percent (80%) of the volume weighted average sale price per share of our common stock during the ten (10) consecutive trading days immediately preceding the notice of exercise. The number of warrants and exercise price are subject to adjustment in the event of the issuance of common stock as a dividend or distribution, and the subdivision or combination of the outstanding common stock. (See Note G[1](c).) | | | | | | | | | | | | | |
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| | We typically use the Black-Scholes option-pricing model to estimate the fair value of stock-based awards. However, for the 1,625,000 warrants issued in September 2011, the exercise price is variable based on 80% of the price of our common stock on the date of exercise. For the valuation of these particular warrants, we used a weighted average of assigned probabilities for various gain scenarios at certain price points based on expected volatility of approximately 136% over an assumed term of five years to estimate an overall value of these warrants, which amounted to approximately $812,000, or $.50 per warrant. These inputs are unobservable inputs based on our own assumptions used to measure the value of the instrument. Accordingly, these warrants are classified within Level 3 of the fair value hierarchy in accordance with FASB ASC 820. | | | | | | | | | | | | | |
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The following summarizes the activity of our outstanding warrants for the nine month period ended September 30, 2013: |
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| | Shares | | | Weighted | | | | Weighted | | | | Aggregate | |
Average | Average | Intrinsic |
Exercise | Remaining | Value |
Price | Contractual | |
| Term (years) | |
Outstanding at January 1, 2013 | | | 3,430,084 | | | $ | 2.12 | | | | | | | | | | | |
Granted | | | 0 | | | | 0 | | | | | | | | | | | |
Exercised | | | 0 | | | | 0 | | | | | | | | | | | |
Canceled or expired | | | 0 | | | | 0 | | | | | | | | | | | |
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Outstanding at September 30, 2013 | | | 3,430,084 | | | $ | 2.12 | | (A) | | | 6.8 | | (B) | | $ | 142,000 | |
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Exercisable at September 30, 2013 | | | 2,805,084 | | | $ | 2.7 | | | | | 6.8 | | (C) | | $ | 142,000 | |
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(A) The weighted average exercise price for warrants outstanding as of September 30, 2013 excludes 1,750,000 warrants with no determined exercise price. |
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(B) The weighted average remaining contractual term for warrants outstanding as of September 30, 2013 excludes 783,500 warrants with no expiration date. |
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(C) The weighted average remaining contractual term for warrants exercisable as of September 30, 2013 excludes 158,500 warrants with no expiration date. |