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 reverse stock splits. 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 During 2016, as part of the Company’s stock repurchase plan, the Company repurchased additional 566,159 at an average cost of $ 4.74 1,250,546 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 to five years or immediately in certain circumstances, commencing with the date of grant. The options generally expire no later than 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 In June 2013, the Option plan was extended for another period of 10 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 During the year 2016, the Company issued option to purchase up to 67,883 shares to several employees of the Company. The options (fair value of which was estimated at $208) have a weighted average exercise price of $2.82, and of such options, 2,500 were exercised and 8,000 were cancelled by the end of 2016. 2. A summary of the Company’s stock option activity and related information is as follows: Year ended December 31 2016 2015 2014 Number of Weighted Number of Weighted Number of Weighted $ $ $ Outstanding at Beginning of year 487,432 5.12 137,855 2.64 204,931 2.06 Granted 67,833 2.82 500,530 5.80 36,765 1.86 Exercised (8,383) 1.53 (65,411) 3.10 (100,441) 0.82 Canceled and forfeited (130,500) 6.96 (85,542) 6.64 (3,400) 13.00 Outstanding at end of year 416,432 4.24 487,432 5.12 137,855 2.64 Exercisable at end of year 186,253 4.14 95,709 4.81 44,618 5.90 The weighted average fair value of options granted during the reported periods was $ 6.2 7.94 5.15 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 2016 and 2015 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 $924, $1,529, and $173 for the years ended December 31, 2016, 2015 and 2014, respectively. The following table summarizes the allocation of the stock-based compensation and warrants charge Year ended December 31, 2016 2015 2014 $ $ $ Cost of revenues 266 264 - Research and development expenses 207 311 35 Selling and marketing expenses 292 249 - General and administrative expenses 159 705 138 924 1,529 173 The options outstanding and exercisable as of December 31, 2016, have been separated into ranges of exercise prices as follows: Range of Options Weighted Weighted Aggregate Options Weighted Aggregate $ $ $ $ $ 0.00-0.85 97,512 5.61 0.68 264,017 68,098 0.68 184,555 3.00-5.00 251,148 2.42 4.10 32,160 87,383 4.34 6,720 7.00-10.00 60,500 3.13 8.72 - 23,500 8.67 - 18.75-22.00 7,272 0.33 19.43 - 7,272 19.43 - 416,432 3.23 4.24 296,177 186,253 4.14 191,275 The total intrinsic value of options exercised for the years ended December 31, 2016, 2015 and 2014 was $ 191 138 943 3.78 9.39 9.17 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 Non-vested at January 1, 2016 384,473 7.04 Granted 67,883 27.80 Vested (38,295) 21.26 Forfeited and canceled (8,000) 7.78 Non-vested at December 31, 2016 406,061 0.66 As of December 31, 2016, there was $ 2,704 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, 2016 2015 2014 Number of Weighted Number of Weighted Number of Weighted - $ - $ - $ Outstanding at beginning of year 4,000 20.00 4,000 20.00 4,000 20.00 Granted 48,055 0.38 - - Exercised (48,055) 0.38 - - Canceled and forfeited (4,000) 20.00 - - - - Outstanding at end of year - - 4,000 20.00 4,000 20.00 Exercisable at end of year - - 4,000 20.00 4,000 20.00 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. |