Commitments and Contingencies | Note 9—Commitments and Contingencies Legal Proceedings Putative Class Action On November 13, 2015, a complaint for a putative shareholder class action was filed in the federal district court for the District of New Jersey against Straight Path Communications Inc. (the “Company”), Davidi Jonas, and Jonathan Rand (the “individual defendants”). The named plaintiff is Darlan Zacharia, and the action is purportedly brought on behalf of all those who purchased or otherwise acquired our common stock between October 29, 2013, and November 5, 2015. The plaintiff requested that each of the three defendants waive service, and the defendants have until January 15, 2016, to respond to that request and to the complaint. The complaint alleges violations of (i) Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 of the Exchange Act against the Company for materially false and misleading statements that were designed to influence the market relating to Straight Path’s finances and business prospects; and (ii) Section 20(a) of the Exchange Act against the individual defendants for wrongful acts by controlling persons. The allegations center on the claim that the Company made materially false and misleading statements in its public filings and conference calls during the relevant class period concerning the Company’s spectrum licenses and the prospects for its spectrum business. The complaint seeks certification of a class, unspecified damages, fees and costs. The Company is aware of press reports regarding the filing of additional complaints for putative class actions revolving around the same facts and circumstances, but the Company is not aware of any other complaint that was filed or served. The Company intends to vigorously defend these claims, and is in the process of evaluating its strategy and potential exposure. Sipnet Appeal On April 11, 2013, Sipnet EU S.R.O., a Czech company, (“Petitioner”) filed a petition for an inter partes review (“IPR”) at the Patent Trial and Appeals Board of the United States Patent and Trademark Office (the “PTAB”) for certain claims of U.S. Patent 6,108,704 (the “’704 Patent”). On October 9, 2014, the PTAB issued an administrative decision that claims 1-7 and 32-42 of the ’704 Patent are unpatentable. On November 10, 2014, Straight Path IP Group filed a Notice of Appeal at the United States Court of Appeals for the Federal Circuit and at the PTAB (“Sipnet Appeal”). On November 25, 2015, the Federal Circuit Court of Appeals issued a decision in the Sipnet Appeal that reversed the PTAB’s cancellation of all challenged claims, and remanded the matter back to the PTAB Board for proceedings consistent with its opinion. The decision of the PTAB had a materially adverse impact on our intellectual property enforcement efforts. During the pendency of the Sipnet Appeal and outstanding IPRs, all litigation related to the relevant patents that was brought by us as plaintiff had been stayed or dismissed without prejudice, and therefore, we have not moved forward with actions against Samsung Electronics Company et al (“Samsung”), LG Electronics, Inc. et al (“LG”), Toshiba Corporation et al (“Toshiba”), Vizio, Inc. (“Vizio”), Apple Inc. (“Apple”), Avaya Inc. (“Avaya”), Cisco Systems, Inc. (“Cisco”), or Verizon Communications, Inc. (“Verizon”). Straight Path IP Group is working with counsel to developing its plans for re-commencement of its enforcement efforts while awaiting action by the PTAB consistent with the favorable decision in the Sipnet appeal. Additional IPRs On August 22, 2014, Samsung filed three petitions with the PTAB for IPR of certain claims of U.S. Patent Nos. 6,108,704, 6,009,469, and 6,131,121. Straight Path IP Group filed the Patent Owner’s Preliminary Statement in each of these proceedings on December 9, 2014. On March 6, 2015, the PTAB instituted the requested IPR of these claims based on Samsung’s petitions, citing certain findings in the Sipnet decision. On June 8, 2015, Straight Path IP Group filed its Patent Owner’s Response to the institution. On June 15, 2015, Cisco Systems, Inc. and Avaya Inc. joined this instituted IPR. On November 18, 2015, Straight Path IP Group defended these patents at a hearing before the PTAB. On October 31, 2014, LG, Toshiba, Vizio and Hulu, LLC (“Hulu”) filed three petitions with the PTAB for IPR of certain claims of U.S. Patent Nos. 6,108,704, 6,009,469, and 6,131,121. Straight Path IP Group filed the Patent Owner’s Preliminary Statements for U.S. Patent No. 6,131,121 on February 18, 2015 and U.S. Patent Nos. 6,108,704 and 6,009,469 on February 20, 2015. On May 15, 2015, the PTAB instituted the requested IPR of these claims based on these petitions, citing certain findings in the Sipnet decision. On June 15, 2015, Cisco Systems, Inc. and Avaya Inc. filed three related petitions and requested to join the instituted IPRs. Also, on June 15, 2015, Verizon Services Corp. and Verizon Business Network Services Inc. filed related petitions on the ’704 and ’121 patents and requested to join the instituted IPRs. On November 10, 2015, the PTAB joined Cisco and Avaya in the three LG IPRs. On November 24, 2015, the PTAB joined Verizon in the LG IPRs for the ’704 patent and the ’469 patent. On September 28, 2015, Cisco, Avaya and Verizon filed a petition for an IPR petition with the PTAB for all claims of U.S. Patent No. 6,701,365. Straight Path IP Group’s Preliminary Response is due in January 2016. This petition has not been granted at this time. Patent Enforcement On August 1, 2013, Straight Path IP Group filed complaints in the United States District Court for the Eastern District of Virginia against LG, Toshiba and Vizio, alleging infringement of three of its patents (U.S. Patent Nos. 6,108,704, 6,009,469, and 6,131,121), and seeking damages related to such infringement. The actions against LG, Toshiba, and Vizio have been consolidated (“consolidated action”). In October 2014, Hulu intervened in the action as to Hulu’s streaming functionality in the accused products. In that same month, Amazon.com, Inc. (“Amazon”) moved to intervene, sever, and stay claims related to Amazon’s streaming functionality in the accused products. On October 13, 2014, Amazon filed an action seeking declaratory relief of non-infringement of Straight Path IP Group’s U.S. Patent Nos. 6,009,469, 6,108,704, and 6,131,121 in the U.S. District Court for the Northern District of California based in part on the allegations related to the actions in Virginia (“Amazon action”). On December 5, 2014, Straight Path IP Group filed a motion to dismiss Amazon’s complaint, or in the alternative, to transfer venue to Virginia. On May 28, 2015, the California court transferred the matter to Virginia. In November 2014, Straight Path IP Group, defendants, and Hulu jointly moved to stay the consolidated action pending the completion of the defendants’ and Hulu’s IPR petitions of the asserted patents and the completion of the Sipnet Appeal. On November 4, 2014, the court granted the parties’ request and also held the briefing in the Amazon intervention in abeyance. The Amazon action has been stayed but not yet consolidated with the other matters pending in Virginia. On August 23, 2013, Straight Path IP Group filed a complaint in the United States District Court for the Eastern District of Texas against Samsung alleging infringement of three of its patents (U.S. Patent Nos. 6,108,704, 6,009,469, and 6,131,121) and seeking damages related to such infringement. In September 2014, Straight Path IP Group and Samsung jointly filed a motion to stay the action. On October 29, 2014, the court granted the motion and stayed the action pending the outcome of the Sipnet Appeal and the IPR petitions filed by Samsung. On September 24, 2014, Straight Path IP Group filed complaints against each of Apple, Avaya, and Cisco in the United States District Court for the Northern District of California. Straight Path IP Group claims that (a) Apple’s telecommunications products, including FaceTime software, infringe four of its patents (U.S. Patent Nos. 6,108,704, 6,131,121, 6,701,365, and 7,149,208); that (b) Avaya’s IP telephony, video conference and telepresence products such as Defendant’s Aura Platform infringe four of its patents (U.S. Patent Nos. 6,009,469, 6,108,704, 6,131,121, and 6,701,365); and (c) Cisco’s IP telephony, video conference and telepresence products such as the Unified Communications Solutions infringe four of its patents (U.S. Patent Nos. 6,009,469, 6,108,704, 6,131,121, and 6,701,365). On December 24, 2014, Straight Path IP Group dismissed the complaints against Avaya and Cisco without prejudice. On January 5, 2015, Straight Path IP Group dismissed the complaint against Apple without prejudice. On September 26, 2014, Straight Path IP Group filed a complaint against Verizon in the United States District Court for the Southern District of New York. Straight Path IP Group claims Verizon’s telephony products such as its Advanced Communications Products, including Unified Communications and Collaboration and VOIP infringe three of its patents (U.S. Patent Nos. 6,108,704, 6,131,121, and 6,701,365). On November 24, 2014, Straight Path IP Group dismissed the complaint without prejudice subject to a confidential Standstill Agreement with Verizon. Straight Path IP Group generally pays law firms that represent it in litigation against alleged infringers of its intellectual property rights a percentage of the amounts recovered ranging from 0% to 40% depending on several factors. Arbitration with the Former SPIP CEO On December 11, 2012, Straight Path IP Group filed a demand for arbitration seeking a declaration that the former Chief Executive Officer of Straight Path IP (the “Former SPIP CEO”) employment was properly terminated for cause and that the Former SPIP CEO is not entitled to severance or certain equity rights under his employment agreement. On March 15, 2013, the Former SPIP CEO filed a response and counterclaims alleging breach of contract and seeking various forms of relief. Specifically, he sought certain declarations related to the termination of his employment, and certain payments and the vesting of options to purchase common stock representing 5% of the outstanding common stock of Straight Path IP Group, damages for unpaid compensation and severance, a sum in excess of $35 million in compensatory damages, and punitive damages in an unspecified amount. On February 26, 2015, the Arbitrator issued his Final Award. The Arbitrator concluded that the Former SPIP CEO is not entitled to any further compensation and does not have any entitlement to equity interests in Straight Path IP Group. On May 27, 2015, the Former SPIP CEO filed a petition in the Supreme Court of the State of New York, County of New York to vacate the arbitration award and requesting damages for $3.5 million. The petition was removed to the United States District Court, Southern District of New York. The Former SPIPG CEO amended the petition to vacate in September 2015, which SPIPG opposed. On November 11, 2015, the District Court issued its opinion and order and denied the Former SPIPG CEO’s petition and confirmed the Arbitration Award. Under the terms of the Separation Agreement between the Company and IDT related to the Spin-Off, IDT is responsible for the costs of the arbitration and will indemnify the Company for liability other than for issuance of equity to the Former SPIP CEO. In addition to the foregoing, the Company may from time to time be subject to other legal proceedings that arise in the ordinary course of business. Agreement with Cambridge Broadband Networks Ltd. (“CBNL”) On September 11, 2015, the Company entered into an agreement with CBNL to expedite production of a 39 GHz point-to-multipoint (“PMP”) radio for a fee of $1,000,000. Terms of the agreement include the following: 1. The agreement provides for several milestones for which the Company can receive refunds of all or a portion of the fee paid if such milestones are not reached. 2. In the event that CBNL does not release a PMP radio by March 2017 (the twenty (20) month anniversary of the effective date of the agreement), the relevant portion of the fee will be refunded to the Company. 3. The agreement provides for penalty fees if CBNL does not meet specific delivery dates. 4. In addition, the agreement enables the Company to purchase approximately 300 of the 39 GHz radios at favorable terms, once they are commercially available. As none of the milestones have been reached as of October 31, 2015, the fee has been classified as a prepaid expense in the consolidated balance sheet. Lease Commitment Effective December 1, 2015, the Company began leasing a laboratory in Plano, Texas. The lease term expires on December 31, 2018 and the average annual rental under the lease is approximately $18,000. FCC License Renewal As of October 24, 2013, Straight Path Spectrum has eight hundred twenty eight (828) 39 GHz Economic Area (“EA”) licenses with an expiration date of October 18, 2020. Straight Path Spectrum has filed its substantial service performance filings for its 39 GHz EA licenses, and these showings have been accepted by the FCC, which is effective for the current period of the licenses, through 2020. In addition, Straight Path Spectrum holds one hundred and thirty three (133) 28 GHz Basic Trading Area (“BTA”) licenses, of which 14 licenses expire on August 10, 2018, 118 licenses expire on September 21, 2018, and the New York City LMDS license expires on February 1, 2016. Straight Path Spectrum has filed its substantial service performance filings for its 28 GHz BTA licenses, and these showings have been accepted by the FCC, which is effective for the current period of the licenses. Other Commitments and Contingencies The former Chief Executive Officer of Straight Path Spectrum (the “Former SPSI CEO”) is entitled to receive payments from future revenues generated from the leasing, licensing or sale of rights in certain of Straight Path Spectrum’s wireless spectrum licenses. Those payments are to be made out of 50% of the covered revenue and are in a maximum aggregate amount of $3.25 million. The payments arise under the June 2013 settlement of certain claims and disputes with the Former SPSI CEO and parties related to the Former SPSI CEO. Approximately $0 and $14,000 was incurred to the Former SPSI CEO for this obligation for Fiscal 2016 and Fiscal 2015, respectively. |