STOCKHOLDERS' EQUITY | NOTE 7—STOCKHOLDERS’ EQUITY Public Offering On August 21, 2015, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with selling stockholders and Cowen and Company, LLC and Roth Capital Partners, LLC (i) a public primary offering of an aggregate of 9,218,000 shares of the Company’s common stock, par value $0.001 per share at a public offering price of $1.70 per share and (ii) a public secondary offering by the selling stockholders of an aggregate of 282,000 shares of common stock at $1.70 per share. The shares were accompanied by the associated rights to purchase shares of Series A Junior Preferred Stock, par value $0.001 per share, which the Company created by the Rights Agreement, dated December 16, 2011, between the Company and the American Stock Transfer & Trust Company, LLC, as Rights Agent, as amended by the Amended and Restated Rights Agreement, dated December 16, 2014. Under the terms of the Underwriting Agreement, the Company granted the underwriters a 30 day option to purchase up to an additional 1,425,000 shares of common stock to cover overallotments, which the underwriters subsequently exercised on September 10, 2015. On September 10, 2015, the Company completed its public offering of 10,643,000 newly issued shares of common stock at a price to the public of $1.70 per share. The number of shares sold in the offering included the underwriter’s full exercise on September 10, 2015 of their over-allotment option of 1,425,000 shares of common stock. The net proceeds to the Company from the offering was approximately $16.5 million which consisted of $16.9 million after underwriting discounts, commissions and expenses less an additional $420,000 for legal, accounting, registration and other transaction costs related to the public offering. Common and Preferred Stock In December 2008, the Company’s stockholders approved an amendment to the Certificate of Incorporation to authorize 50,000,000 shares of common stock of par value $0.001. In November 2014, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares of par value $0.001. In addition, the Company is authorized to issue 1,000,000 shares of preferred stock of $0.001 par value of which 750,000 shares have been designated Series A Junior Preferred Stock with powers, preferences and rights as set forth in the amended and restated certificate of designation dated December 15, 2014; the remainder of the shares of preferred stock are undesignated, for which the Board of Directors is authorized to fix the designation, powers, preferences and rights. As of December 31, 2015 and 2014, there were no shares of preferred stock issued or outstanding. On December 16, 2014, the Company entered into an Amended and Restated Rights Agreement to extend the expiration date of its stockholder rights plan that may have the effect of deterring, delaying, or preventing a change in control. The Amended and Restated Rights Agreement amends the Rights Agreement previously adopted by (i) extending the expiration date by three years to December 16, 2017, (ii) decreasing the exercise price per right issued to stockholders pursuant to the stockholder rights plan from $8.50 to $5.25, and (iii) making certain other technical and conforming changes. The Amended and Restated Rights Agreement was not adopted in response to any acquisition proposal. Under the rights plan, the Company issued a dividend of one preferred share purchase right for each share of common stock held by stockholders of record as of January 6, 2012, and the Company will issue one preferred stock purchase right to each share of common stock issued between January 6, 2012 and the earlier of either the rights’ exercisability or the expiration of the Rights Agreement. Each right entitles stockholders to purchase one one-thousandth of the Company’s Series A Junior Preferred Stock. In general, the exercisability of the rights to purchase preferred stock will be triggered if any person or group, including persons knowingly acting in concert to affect the control of the Company, is or becomes a beneficial owner of 10% or more of the outstanding shares of the Company’s common stock after the adoption date of the rights plan. Stockholders or beneficial ownership groups who owned 10% or more of the outstanding shares of common stock of the Company on or before the adoption date will not trigger the preferred share purchase rights unless they acquire an additional 1% or more of the outstanding shares of the Company’s common stock. Each right entitles a holder with the right upon exercise to purchase one one-thousandth of a share of preferred stock at an exercise price that is currently set at $5.25 per right, subject to purchase price adjustments as set forth in the rights agreement. Each share of preferred stock has voting rights equal to one thousand shares of common stock. In the event that exercisability of the rights is triggered, each right held by an acquiring person or group would become void. As a result, upon triggering of exercisability of the rights, there would be significant dilution in the ownership interest of the acquiring person or group, making it difficult or unattractive for the acquiring person or group to pursue an acquisition of the Company. These rights expire in December of 2017, unless earlier redeemed or exchanged by the Company. Warrants As of December 31, 2015, the Company had a total of 160,698 warrants to purchase common stock outstanding under all warrant arrangements. There were no warrants exercised during the years ended December 31, 2015 and 2014. During the years ended December 31, 2015 and 2014, 500,000 and 809,999 warrants expired, respectively. Some of the warrants have anti-dilution provisions which adjust the number of warrants available to the holder such as, but not limited to, stock dividends, stock splits, and certain reclassifications, exchanges, combinations or substitutions. These provisions are specific to each warrant agreement. Warrants Outstanding as of December 31, Warrants Expired During the Year Ended December 31, Warrants Expired During the Year Ended December 31, Holder Exercise Price per Share Expiration Date 2015 2014 2015 2014 Alliance Advisors LLC $ 1.75 7/20/2014 - - - 25,000 Bridge Bank $ 2.31 7/7/2017 31,573 29,115 - - Warrants issued to investors in connection with the Lumera Merger $ 6.08 1/16/2014 - - - 284,999 Silicon Valley Bank $ 0.73 10/5/2017 4,125 4,125 - - Silicon Valley Bank $ 4.00 4/23/2017 125,000 125,000 - - DBSI Liquidating Trust $ 2.60 4/8/2014 - - - 500,000 DBSI Liquidating Trust $ 3.00 4/8/2015 - 500,000 500,000 - 160,698 658,240 500,000 809,999 Equity Incentive Plan As of December 31, 2015 and 2014, there were 7,918,584 options and 8,801,160 options outstanding under all stock option plans. As of December 31, 2015 and 2014, there were 4,361,833 and 1,915,858 RSUs outstanding under the 2008 Equity Incentive Plan. 2008 Equity Incentive Plan In December 2008, the Company adopted the 2008 Equity Incentive Plan (the “2008 Plan”) for directors, employees, consultants and advisors to the Company or its affiliates. Under the 2008 Plan, 2,500,000 shares of common stock were reserved for issuance upon the completion of a merger with Lumera Corporation (“Lumera”) on December 9, 2008. On January 1 of each year, starting in 2009, the aggregate number of shares reserved for issuance under the 2008 Plan increase automatically by the lesser of (i) 5% of the number of shares of common stock outstanding as of the Company’s immediately preceding fiscal year, or (ii) a number of shares determined by the Board of Directors. The maximum number of shares of common stock to be granted is up to 21,000,000 shares. Forfeited options or awards generally become available for future awards. As of December 31, 2015, the stockholders had approved 18,280,238 shares for future issuance. As of December 31, 2015, 11,847,463 options to purchase common stock and RSUs were outstanding and 1,489,996 shares are authorized for future issuance under the 2008 equity incentive plan. Under the 2008 Plan, the exercise price of a stock option is at least 100% of the stock’s fair market value on the date of grant, and if an incentive stock option (“ISO”) is granted to a 10% stockholder at least 110% of the stock’s fair market value on the date of grant. Vesting periods for awards are recommended by the chief executive officer and generally provide for stock options to vest over a four-year period, with a one year vesting cliff of 25%, and have a maximum life of ten years from the date of grant. The Company has also issued RSUs which generally vest over a three quarters to four year period. 2007 Equity Incentive Plan In August 2007, GigOptix LLC adopted the GigOptix LLC Equity Incentive Plan (the "2007 Plan"). The 2007 Plan provided for grants of options to purchase membership units, membership awards and restricted membership units to employees, officers and non-employee directors, and upon the completion of the merger with Lumera were converted into grants of up to 632,500 shares of stock. Vesting periods are determined by the Board of Directors and generally provide for stock options to vest over a four-year period and expire ten years from date of grant. Vesting for certain shares of restricted stock is contingent upon both service and performance criteria. The 2007 Plan was terminated upon the completion of merger with Lumera on December 9, 2008 and the remaining 864 stock options not granted under the 2007 Plan were cancelled. No shares of the Company’s common stock remain available for issuance of new grants under the 2007 Plan other than for satisfying exercises of stock options granted under this plan prior to its termination. As of December 31, 2015, options to purchase a total of 375,763 shares of common stock and 4,125 warrants to purchase common stock were outstanding. Lumera 2000 and 2004 Stock Option Plan In December 2008, in connection with the merger with Lumera, the Company assumed the existing Lumera 2000 Equity Incentive Plan and the Lumera 2004 Stock Option Plan (the “Lumera Plan”). All unvested options granted under the Lumera Plan were assumed by the Company as part of the merger. All contractual terms of the assumed options remain the same, except for the converted number of shares and exercise price based on merger conversion ratio of 0.125. As of December 31, 2015, no additional options can be granted under the Lumera Plan, and options to purchase a total of 57,191 shares of common stock were outstanding. Stock-based Compensation Expense The following table summarizes the Company’s stock-based compensation expense for fiscal years 2015 and 2014 (in thousands): Years ended December 31, 2015 2014 Cost of revenue $ 387 $ 336 Research and development expense 1,072 1,100 Selling, general and administrative expense 2,389 2,789 Restructuring expense - 9 $ 3,848 $ 4,234 Stock-based compensation expense capitalized to inventory was immaterial for the years ended December 31, 2015 and 2014. For the year ended December 31, 2014, the $4.2 million of stock-based compensation expense included $9,000 in restructuring expense to accelerate the vesting of stock options (see Note 8 - Restructuring). During the year ended December 31, 2014, the Company granted options to purchase 25,000 shares of common stock, with an estimated total grant-date fair value of $28,000, or $1.10 per share During the year ended December 31, 2015, the Company granted 4,611,355 RSUs with a grant-date fair value of $7.3 million, or $1.58 per share. During the year ended December 31, 2014, the Company granted 1,954,085 RSUs with a grant-date fair value of $3.3 million, or $1.67 per share. As of December 31, 2015, the total compensation cost not yet recognized in connection with unvested stock options and RSUs under the Company’s equity compensation plans was approximately $245,000 and $6.2 million, respectively. Unrecognized compensation will be amortized on a straight-line basis over a weighted-average period of approximately 0.83 years for stock options and approximately 2.86 years for RSUs. The Company generally estimates the fair value of stock options granted using a Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, including the options expected life and the price volatility of the Company’s underlying stock. Actual volatility, expected lives, interest rates and forfeitures may be different from the Company’s assumptions, which would result in an actual value of the options being different from estimated. This fair value of stock option grants is amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The majority of the stock options that the Company grants to its employees provide for vesting over a specified period of time, normally a four-year period, with no other conditions to vesting. However, the Company may also grant stock options for which vesting occurs not only on the basis of elapsed time, but also on the basis of specified Company performance criteria being satisfied. In this case, the Company makes a determination regarding the probability of the performance criteria being achieved and uses a Black-Scholes option-pricing model to value the options incorporating management’s assumptions for the expected holding period, risk-free interest rate, stock price volatility and dividend yield. Compensation expense is recognized ratably over the vesting period, if it is expected that the performance criteria will be met. Stock Option and RSU Activity The following is a summary of option activity for the Company’s equity incentive plans, including both the 2008 Plan and other prior plans for which there are outstanding options but no new grants since the 2008 Plan was adopted: Years Ended December 31, 2015 2014 Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term, in Years Aggregate Intrinsic Value, in Thousands Options Weighted- average Exercise Price Weighted-average Remaining Contractual Term, in Years Aggregate Intrinsic Value, in Thousands Outstanding, beginning of year 8,801,160 $ 2.35 10,306,671 $ 2.34 Granted - $ - 25,000 $ 1.59 Exercised (226,464 ) $ 1.66 $ 133 (225,678 ) $ 1.02 $ 84 Cancelled and forfeited (656,112 ) $ 2.96 (1,304,833 ) $ 2.47 Balance, end of year 7,918,584 $ 2.32 4.82 $ 7,422 8,801,160 $ 2.35 5.91 $ 483 Vested and exercisable and expected to vest, end of year 7,911,882 $ 2.32 4.82 $ 7,414 8,636,840 $ 2.35 5.88 $ 471 Vested and exercisable, end of year 7,657,263 $ 2.34 4.75 $ 7,073 7,738,685 $ 2.38 5.70 $ 393 The aggregate intrinsic value reflects the difference between the exercise price of the underlying stock options and the Company’s closing share price of $3.04 as of December 31, 2015. The following table summarizes information about options outstanding and exercisable under the Company’s equity incentive plans as of December 31, 2015: Options Outstanding Options Exercisable Number of Shares Outstanding Weighted- average Remaining Contractual Life, in Years Weighted- average Exercise Price Exercisable Weighted- average Exercise Price $ 0.73 - $1.30 2,073,143 3.53 $ 0.98 1,934,152 $ 0.99 $ 1.57 - $2.02 987,774 4.46 $ 1.92 983,058 $ 1.92 $ 2.30 - $2.65 2,869,030 5.20 $ 2.52 2,853,790 $ 2.52 $ 2.70 - $4.00 1,931,446 5.94 $ 2.81 1,829,072 $ 2.81 $ 18.16 - $57.44 57,191 1.26 $ 31.15 57,191 $ 31.15 7,918,584 4.82 $ 2.32 7,657,263 $ 2.34 RSUs are converted into shares of the Company’s common stock upon vesting on a one-for-one basis. Typically, vesting of RSUs is subject to the employee’s continuing service to the Company. RSUs generally vest over a period of one to four years and are expensed ratably on a straight line basis over their respective vesting period net of estimated forfeitures. The fair value of the RSUs granted is the product of the number of shares granted and the grant date fair value of the Company’s common stock. The following is a summary of RSU activity for the indicated periods: Years Ended December 31, 2015 2014 Number of Shares Weighted- Average Grant Date Fair Value Weighted- average Remaining Vesting Term, in Years Aggregate Intrinsic Value, in Thousands Number of Shares Weighted- Average Grant Date Fair Value Weighted- average Remaining Vesting Term, in Years Aggregate Intrinsic Value, in Thousands Outstanding, January 1 1,915,858 $ 1.55 3.11 $ 1,990 1,313,801 $ 1.19 1.85 $ 2,010 Granted 4,611,355 1.58 1,954,085 1.67 Released (1,915,992 ) 1.34 (1,176,993 ) 1.35 Forfeited/expired (249,388 ) 1.67 (175,035 ) 1.49 Outstanding, December 31 4,361,833 $ 1.64 2.86 $ 13,260 1,915,858 $ 1.55 3.11 $ 1,990 The majority of the RSUs that vested in the year ended December 31, 2015 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the RSUs on their vesting date as determined by the Company’s closing stock price. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. For the year ended December 31, 2015, 1,915,992 shares of RSUs vested with an intrinsic value of approximately $3,668,000. The Company withheld 676,145 shares to satisfy approximately $1,287,000 of employees’ minimum tax obligation on the vested RSUs. |