SHARE CAPITAL | NOTE 11: SHARE CAPITAL a. The Company's ordinary shares are quoted under the symbol SPCB on the NASDAQ Capital Market in the United States. On August 22, 2013, a 1 for 4.250002 reverse split of the Company's ordinary shares became effective. Pursuant to this reverse share split, each 4.250002 ordinary shares of NIS 0.0588235 0.25 15 All amounts of shares and per shares have been retroactively amended to give effect to the In December 2013, 3,450,000 13,800 During 2014, 358,000 2,458 In June 2015, 2,415,000 28,980 27,126 In December 2015, as part of the Company's stock repurchase plan, the Company repurchased 774,936 4.80 b. Shareholders' rights: The ordinary shares confer upon the holders the right to receive notice to participate and vote in the general meetings of the Company, and the right to receive dividends, if declared. c. Stock options: 1. In 2003, the Company adopted a stock option plan under which the Company issues stock options (the Option Plan). The Option Plan is intended to provide incentives to the Company's employees, officers, directors and/or consultants by providing them with the opportunity to purchase ordinary shares of the Company. Subject to the provisions of the Israeli Companies Law, the Option Plan is administered by the Compensation Committee, and is designed: (i) to comply with Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and the rules promulgated thereunder and to enable the Company and grantees thereunder to benefit from Section 102 of the Israeli Tax Ordinance and the Commissioner's Rules; and (ii) to enable the Company to grant options and issue shares outside the context of Section 102 of the Israeli Tax Ordinance. Options granted under the Option Plan will become exercisable ratably over a period of three five 10 As a result of an amendment to Section 102 of the Israeli Tax Ordinance as part of the 2003 Israeli tax reform, and pursuant to an election made by the Company thereunder, capital gains derived by optionees arising from the sale of shares issued pursuant to the exercise of options granted to them under Section 102 after January 1, 2003, will generally be subject to a flat capital gains tax rate of 25%. However, as a result of this election, the Company will no longer be allowed to claim as an expense for tax purposes the amounts credited to such employees as a benefit when the related capital gains tax is payable by them, as the Company had previously been entitled to do under Section 102. On June 27, 2007, the Compensation Committee and board of directors of the Company approved a new option plan under which the Company may grant stock options to the U.S. employees of the Company and its subsidiaries. Under this new option plan, the Company may grant both qualified (for preferential tax treatment) and non-qualified stock options. On August 15, 2007, the new option plan was approved by the shareholders of the Company at the general shareholders meeting. During 2013, the Company issued options to purchase up to 152,949 137 0.72 4 ten In June 2013, the Option plan was extended for another period of 10 years, until December, 31, 2023. During the year 2014, the Company issued option to purchase up to 36,765 189 1.86 31,765 During the year 2015, the Company issued option to purchase up to 500,530 3,974 5.80 41,882 81,000 2. A summary of the Company's stock option activity and related information is as follows: Year ended December 31 2015 2014 2013 Number of options Weighted average exercise price Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ $ Outstanding at Beginning of year 137,855 2.64 204,931 2.06 128,952 4.12 Granted 500,530 5.80 36,765 1.86 152,949 0.72 Exercised (65,411 ) 3.10 ( 100,441 ) 0.82 ( 6,000 ) 0.85 Canceled and forfeited (85,542 ) 6.64 ( 3,400 ) 13.00 ( 70,970 ) 5.74 Outstanding at end of year 487,432 5.12 137,855 2.64 204,931 2.06 Exercisable at end of year 95,709 4.81 44,618 5.90 78,457 4.25 The weighted average fair value of options granted during the reported periods was $ 7.94 5.15 1.09 The fair value of these options was estimated on the date of grant using the Black & Scholes option pricing model. The following weighted average assumptions were used for the 2015 grants: risk-free rate of 1.28 0 362.86 3.11 0.34 0 314.47 1.9 The expected volatility was based on the historical volatility of the Company's stock. The expected term was based on the historical experience and based on Management estimate. Compensation expenses recognized by the Company related to its stock-based employee compensation awards and warrants were $1,529, $173, and $32 for the years ended December 31, 2015, 2014 and 2013, respectively. The following table summarizes the allocation of the stock-based compensation and warrants charge Year ended December 31, 2015 2014 2013 $ $ $ Cost of revenues 264 - - Research and development expenses 311 35 20 Selling and marketing expenses 249 - - General and administrative expenses 705 138 12 1,529 173 32 The options outstanding and exercisable as of December 31, 2015, have been separated into ranges of exercise prices as follows: Range of exercise price Options outstanding as of December 31, 2015 Weighted average remaining contractual life (years) Weighted average exercise price Aggregate intrinsic value Options exercisable as of December 31, 2015 Weighted average exercise price Aggregate intrinsic value $ $ $ $ $ 0.00 0.85 97,512 6.61 0.68 442,471 38,687 0.67 175,906 3.00 5.00 237,648 3.04 4.40 195,626 28,000 4.31 25,395 7.00 10.00 145,000 4.09 8.57 - 21,750 7.92 - 18.75 22.00 7,272 1.33 19.43 - 7,272 19.43 - 487,432 4.04 5.12 638,097 95,709 4.81 201,301 The total intrinsic value of options exercised for the years ended December 31, 2015, 2014 and 2013 was $ 138 943 23 9.39 9.17 2.63 A summary of the status of the Company's non-vested options granted to employees as of December 31, 2015 and changes during the year ended December 31, 2015 is presented below: Options Weighted average grant-date fair value Non-vested at January 1, 2015 93,237 1.58 Granted 500,530 7.94 Vested (128,294 ) 6.35 Forfeited (81,000) 7.62 Non-vested at December 31, 2015 384,473 6.95 As of December 31, 2015, there was $ 3,069 d. Private placements and warrants: A summary of the Company's warrants activity to investors (including warrants issued in connection with convertible bonds and extinguishment of liabilities) ,to settle obligation to service providers, and related information is as follows: Year ended December 31, 2015 2014 2013 Number of warrants (*) Weighted average exercise price Number of warrants Weighted average exercise price Number of warrants Weighted average exercise price - $ - $ - $ Outstanding at beginning of year 4,000 20.00 4,000 20.00 864,590 0.55 Granted 48,055 0.38 - - 0 0 Exercised (48,055 ) 0.38 - - (844,353 ) 0.16 Canceled and forfeited - - - - (16,237 ) 16.96 Outstanding at end of year 4,000 20.00 4,000 20.00 4,000 20.00 Exercisable at end of year 4,000 20.00 4,000 20.00 4,000 20.00 (*) The weighted average remaining contractual life (years) is 0.99 The fair value of the warrants granted amounts to $ 503 e. Dividends: No dividends were declared in the reported periods. In the event that cash dividends are declared in the future, such dividends will be paid in NIS. The Company does not intend to distribute cash dividends in the foreseeable future. |