Note G - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2014 |
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 $0.01 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 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 $0.40 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. No Class A Preferred shares were sold during the three month period ended March 31, 2014 and the year ended December 31, 2013. |
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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 March 31, 2014. There were 0 Class A Preferred shares converted in each of the three month periods ended March 31, 2014 and 2013. |
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For each of the three month periods ended March 31, 2014 and 2013, we settled 0 Class A Preferred dividends. Since its inception in March 2002 through March 31, 2014, 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 March 31, 2014, 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 $2,076,000 at March 31, 2014, of which $58,000 was accrued during the three month period ended March 31, 2014. |
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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 $2,076,000 and $2,019,000 at March 31, 2014 and December 31, 2013, 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 $0.50 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. No Class B Preferred shares were sold during the three month period ended March 31, 2014 and the year ended December 31, 2013. |
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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 March 31, 2014. Through March 31, 2014, no Class B Preferred shares have been issued 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 three month periods ended March 31, 2014 and 2013, we settled 0 Class B Preferred dividends. Cumulatively through March 31, 2014, we have issued 35,431 restricted common shares in payment of Class B dividends amounting to approximately $51,000. |
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At March 31, 2014, dividends payable upon the conversion of 67,500 outstanding shares of Class B Preferred amounted to approximately $294,000, of which $8,000 was accrued during the three month period ended March 31, 2014. 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 $294,000 and $285,000 at March 31, 2014 and December 31, 2013, 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) Series 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 Series 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 Series 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 Series 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 Series C Preferred shares have no right to receive dividends and have no redemption right. The Series C Preferred shares vote with the common stock on an as-converted basis. |
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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 $0.50 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 Series C Preferred stock with the associated warrants, we reflected a non-cash distribution on the Series 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 Series 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 March 31, 2014, Series C Preferred shareholders have converted 0 shares of Series C Preferred into common stock. At March 31, 2014, there were 16,250,000 shares of Series C Preferred stock outstanding. The value of the Series C Preferred shareholders’ liquidation preference was $6,500,000 at March 31, 2014. |
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(d) Series C-2 Preferred Stock |
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In March 2014, the board of directors authorized, and Class A Preferred, Class B Preferred and Series C Preferred shareholders approved, a third series of preferred stock, namely 25,000,000 shares of Series C-2 Voting Convertible Preferred Stock. On March 28, 2014, we sold and issued a total of 25,000,000 shares of Series C-2 Voting Convertible Preferred Stock in a private placement transaction, generating gross proceeds of $5,000,000. Direct expenses of approximately $46,000 pertaining to the transaction, consisting of primarily external legal costs, were incurred, resulting in net proceeds of approximately $4,954,000. |
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Each Series C-2 Preferred Share is convertible, at the holder’s election, into one share of our common stock, par value $0.01 per share. 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 or a reorganization, recapitalization, reclassification, consolidation or merger of the Company. |
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The Series C-2 Preferred Shares have a liquidation preference at their stated value per share of $0.20 that ranks pari passu to our existing Series C Voting Convertible Preferred Shares and is senior to our common stock, and our 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. A deemed liquidation includes, unless decided by the holders of at least two-thirds of the Series C-2 Preferred Shares, any consolidation, merger, or reorganization of the Company in which the shareholders of the Company own less than fifty percent of the voting power of the resultant entity, or an acquisition to which the Company is a party in which at least fifty percent of the Company’s voting power is transferred, or the sale, lease, exclusive license or transfer of all or substantially all of the assets or intellectual property of the Company other than to a wholly owned subsidiary. |
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The Series C-2 Preferred Shares are not entitled to receive preferred dividends and have no redemption right, but are entitled to participate, on an as converted basis, with holders of outstanding shares of common stock in dividends and distributions on liquidation after all preferred shares have received payment in full of any preferred dividends or liquidation preferences. The Series C-2 Preferred Shares vote with the common stock on an as-converted basis. We may not, without approval of the holders of at least two-thirds of the Series C-2 Preferred Shares, (i) create any class or series of stock that is pari passu or senior to the Series C-2 Preferred Shares; (ii) create any class or series of stock that would share in the liquidation preference of the Series C-2 Preferred Shares or that is entitled to dividends payable other than in common stock or Series C-2 Preferred Shares of its own series, (iii) acquire any equity security or pay any dividend, except dividends on a class or series of stock that is junior to the Series C Preferred Shares, payable in such junior stock, (iv) reissue any Series C-2 Preferred Shares, (v) declare or pay any dividend that would impair the payment of the liquidation preference of the Series C-2 Preferred Shares, (vi) authorize or issue any additional Preferred Shares, (vii) change the Certificate of Incorporation to adversely affect the rights of the holders of the Series C-2 Preferred Shares, or (viii) authorize, commit to or consummate any liquidation, dissolution or winding up in which the liquidation preference of the Series C-2 Preferred Shares would not be paid in full. |
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Pursuant to the transaction, we must within 180 days, use commercially reasonable efforts to raise $1,000,000, in a separate private placement or private placements, through the offer and sale of an additional Series C-3 Voting Convertible Preferred Stock, par value $0.01 per share (the “Series C-3 Preferred Shares”). The Series C-3 Preferred Shares, if and when created, will rank pari passu with the existing Series C Voting Convertible Preferred Shares and the Series C-2 Preferred Shares, and have a senior preference in liquidation or deemed liquidation over the Company’s outstanding shares of common stock, and Class A and Class B Preferred stock. The Series C-3 Preferred Shares would be convertible on a one-to-one basis into shares of common stock (subject to adjustment) without payment of any additional consideration. The Series C-3 Preferred Shares would not be entitled to preferred dividends, but similar to the Series C-2 Preferred Shares, would be entitled to participate, on as converted basis, with shares of common stock in dividends and distributions on liquidation after all preferred shares have received payment in full of any preferred dividends or liquidation preferences, have such other customary rights, privileges, preferences and limitations. The pricing of the Series C-3 Preferred Shares will be determined by the Board of Directors prior to the initial closing of the sale of those shares. |
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We plan to conduct the sale of the Series C-3 Preferred Shares sometime in the near future. The Series C-2 Preferred Shares, and the Series C-3 Preferred Shares to be sold will not be and have not been registered under the Securities Act of 1933, as amended, or the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. There can be no assurance that we will be successful in raising any needed amounts on these terms for these uses or that these amounts will be sufficient for our plans. |
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In conjunction with the issuance of the 25,000,000 shares of Series C-2 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, and determined that the value of the non-cash beneficial conversion feature is approximately $4,250,000, which is reflected in our condensed consolidated statements of operations for the three month period ended March 31, 2014 as an adjustment to arrive at the net loss attributable to common stockholders. |
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Cumulatively through March 31, 2014, Series C-2 Preferred shareholders have converted 0 shares of Series C-2 Preferred into common stock. At March 31, 2014, there were 25,000,000 shares of Preferred C-2 stock outstanding. The value of the Series C-2 Preferred shareholders’ liquidation preference was $5,000,000 at March 31, 2014. |
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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 three month periods ended March 31, 2014 and 2013. |
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Through March 31, 2014, a total of 1,823,895 stock options had been granted under the 1998 Plan and 0 stock options had been exercised. During each of the three month periods ended March 31, 2014 and 2013, 0 stock options expired. Since the plan’s inception, a total of 1,723,895 stock options have expired. As of March 31, 2014, there were 100,000 outstanding stock options under the 1998 Plan, all of which were fully vested. As of March 31, 2014, 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 22, 2014, General Wesley K. Clark, one of our board members, tendered his resignation as a voting member of the Company’s board of directors due to personal reasons. In order to continue to support the Company, Gen. Clark agreed to accept a role as a non-voting special advisor to the board. In connection with this event, the board approved a modification to Gen. Clark’s stock option agreement for 250,000 options (as initially granted on January 28, 2011 and subsequently amended on March 20, 2012), to allow for his stock options to remain intact in his new role as special advisor to the board. As of January 22, 2014, Gen. Clark is considered a non-employee for purposes of determining expense associated with stock compensation, and as such the expense reflected on our condensed consolidated statement of operations will fluctuate based on fair value in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees.” During the first quarter of 2014, we recognized a credit adjustment to expense of approximately $109,000 as a result of the impact from this modification. Fair value was determined based on updated valuation assumptions for the options using the Black-Scholes valuation model as of the applicable measurement date. The period over which the remaining amount of unrecognized expense of approximately $15,000 will be recognized will be related to Gen. Clark’s requisite service period for the unvested tranches of the options, which is concurrent with the vesting dates of the remaining unvested tranches of the options. |
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In August 2013, we granted an incentive stock option to an existing employee to acquire 25,000 common shares at an exercise price of $0.45 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 November 2013, we granted a non-qualified stock option to our chairman of the board to acquire 100,000 common shares at an exercise price of $0.36 per share, exercisable for 10 years. This grant relates to the chairman’s services as a director and replaced a previously issued option that had recently expired by its terms. 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 February 2014, we granted an incentive stock option to an existing employee to acquire 500 common shares at an exercise price of $0.34 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 March 31, 2014, we granted 500 stock options under the 2011 Plan, 125,250 options became vested, and 0 options expired or were exercised. During the three month period ended March 31, 2013, we granted 0 stock options under the 2011 Plan, 125,250 options became vested, and 0 options expired or were exercised. As of March 31, 2014, there were 1,307,500 stock options outstanding under the 2011 Plan, 670,996 of which were vested. At March 31, 2014, there were 1,692,500 options remaining available for future grant under the 2011 Plan. |
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(c) Non-Plan Options |
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As of March 31, 2014, there were a total of 7,063,336 non-plan options outstanding, of which 4,575,836 were fully vested. During each of the three month periods ended March 31, 2014 and 2013, 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 March 31, 2014 and 2013, compensation cost related to all stock options amounted to $13,000 and $229,000, respectively. As of March 31, 2014, there was approximately $497,000 of total unrecognized compensation costs related to outstanding stock options, which are expected to be recognized over the next 3.9 years, of which approximately $16,000 is subject to non-employee mark-to-market adjustments. |
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During the three month period ended March 31, 2014 , we granted 500 stock options with a weighted average grant-date fair value of $0.34. During the three month period ended March 31, 2013, we granted 0 stock options. The total grant date fair value of all stock options vested during the three month periods ended March 31, 2014 and 2013 was approximately $688,000 and $680,000, respectively. |
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The fair value of each option granted during the three month period ended March 31, 2014 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions (no options were granted during the three month period ended March 31, 2013): |
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| | 2014 | | | | | | | | | | | | | |
Expected Term (in years) | | | 6.3 | | | | | | | | | | | | | |
Expected forfeiture rate | | | 0 | % | | | | | | | | | | | | |
Risk-free rate | | | 1.9 | % | | | | | | | | | | | | |
Volatility | | | 134.3 | % | | | | | | | | | | | | |
Dividend yield | | | 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 three month period ended March 31, 2014: |
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| | Shares | | | Weighted | | | Weighted | | | Aggregate | |
Average | Average | Intrinsic |
Exercise | Remaining | Value |
Price | Contractual | |
| Term (in years) | |
Outstanding at January 1, 2014 | | | 8,470,336 | (A) | | $ | 0.69 | | | | | | | | | |
Granted | | | 500 | | | | 0.34 | | | | | | | | | |
Exercised | | | 0 | | | | 0 | | | | | | | | | |
Canceled or expired | | | 0 | | | | 0 | | | | | | | | | |
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Outstanding at March 31, 2014 | | | 8,470,836 | (A) | | $ | 0.69 | | | | 6.6 | | | $ | 315,000 | |
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Exercisable at March 31, 2014 | | | 5,346,832 | | | $ | 0.81 | | | | 6.5 | | | $ | 180,000 | |
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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. Again during 2013, 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. As of March 31, 2014, there are 135,004 of the 2011 options remaining to vest. |
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As of March 31, 2014, the exercise prices of all outstanding stock options, as well as all vested stock options, ranged from $0.34 per share to $5.00 per share. |
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[3] Warrants |
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As of March 31, 2014, outstanding warrants to acquire shares of our common stock are as follows: |
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| Exercise | | | Expiration | | | Number of Warrants | | | Number of | | |
Price | Outstanding | 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 | | | | 55,000 | (e) | | | 55,000 | | |
| $ | 5 | | | | 2016 | | | | 66,668 | (e) | | | 66,668 | | |
| $ | 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 | 0 | | | 1,625,000 | | |
| | | | | | | | | | 3,393,418 | | | | 2,768,418 | | |
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(a) | | Exercisable only if we have an IPO and exercisable at the IPO price five years from IPO. Through March 31, 2014, 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 $0.30 to $0.75 to our then chairman of the board of directors and chief executive officer. Of the total warrants, 250,000 were exercisable at $0.30, and 250,000 were exercisable at $0.50 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 $0.30 per share, resulting in proceeds of $75,000. During the year ended December 31, 2003, 250,000 warrants were exercised for $0.50 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 $0.75 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. In the fourth quarter of 2013, another 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 $0.01 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 $0.01 per common share and with a ten year term. Through March 31, 2014, an aggregate of 194,599 of these warrants have been exercised for proceeds of approximately $1,258. There were 0 warrants exercised during the three month period ended March 31, 2014. | | | | | | | | | | | | | | |
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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 $0.44 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 three month period ended March 31, 2014, 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 $0.50 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 three month period ended March 31, 2014: |
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| | Shares | | | Weighted | | | Weighted | | | Aggregate | |
Average | Average | Intrinsic |
Exercise | Remaining | Value |
Price | Contractual | |
| Term (in years) | |
Outstanding at January 1, 2014 | | | 3,393,418 | | | $ | 2.06 | (A) | | | | | | | | |
Granted | | | 0 | | | | 0 | | | | | | | | | |
Exercised | | | 0 | | | | 0 | | | | | | | | | |
Canceled or expired | | | 0 | | | | 0 | | | | | | | | | |
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Outstanding at March 31, 2014 | | | 3,393,418 | | | $ | 2.06 | (A) | | | 6.3 | (B) | | $ | 162,000 | |
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Exercisable at March 31, 2014 | | | 2,768,418 | | | $ | 2.63 | | | | 6.3 | (C) | | $ | 162,000 | |
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| (A) | The weighted average exercise price for warrants outstanding as of January 1, 2014 and March 31, 2014 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 March 31, 2014 excludes 763,500 warrants with no expiration date. | | | | | | | | | | | | | | |
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| (C) | The weighted average remaining contractual term for warrants exercisable as of March 31, 2014 excludes 138,500 warrants with no expiration date. | | | | | | | | | | | | | | |
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