Quarterly report pursuant to sections 13 or 15(d)

Capital Stock Transactions

 v2.3.0.11
Capital Stock Transactions
3 Months Ended
Jun. 30, 2011
Capital Stock Transactions
 
12.
Capital Stock Transactions
 
Preferred Stock
 
There are 100 shares of Series A Convertible Preferred Stock(“Series A”) authorized, issued and outstanding. The Series A has a par value of $0.0001 per share. The Series A holders are entitled to: (1) vote on an equal per share basis as common stock, (2) dividends paid to the common stock holders on an as if-converted basis and (3) a liquidation preference equal to the greater of $10 per share of Series A (subject to adjustment) or such amount that would have been paid to the common stock holders on an as if-converted basis. The holder of the Series A  has agreed not to exercise certain rights until such time as the Amended ValueAct Note has been repaid in full.
 
Common Stock and Warrants
 
On April 1, 2011, 347,244 shares of common stock of the Company were issued to two former employees of the Company, as compensation, at the closing market price on that date of 58 cents per share, resulting in a total value of $201. In addition, the employees each agreed to cancel options to purchase 173,622 shares of common stock in connection with their respective termination agreements which were valued at $132. The Company determined the fair value of the cancelled options using the Black-Scholes option pricing model and the following assumptions:  expected life of 5.11 years, a risk free interest rate of 1.76%, a dividend yield of 0% and volatility of 75%. The net value of the termination was $69.
 
On April 6, 2011, the Company issued 150,000 shares of common stock of the Company to a vendor. The shares vest over a one year period.  The shares were valued at the closing market price on that date of 55 cents per share.  The overall value was determined to be $83, of which $22 was recorded in the period ended June 30, 2011.
 
On April 6, 2011, the Company issued warrants to purchase 75,000 shares of the Company’s common stock to a vendor, as compensation for services rendered, at 25 cents per share. The Company determined the fair value of the warrants issued to be a $28, using the Black-Scholes option pricing model and the following assumptions:  expected life of 3.00 years, a risk free interest rate of 1.36%, a dividend yield of 0% and volatility of 75%.  The warrants vest over a six month period and $14 of expense has been recorded in the period ended June 30, 2011.
 
In May 2011, 150,000 shares of common stock of the Company were issued to a vendor as a settlement, at the closing market price on that date of 40 cents per share, resulting in a total value of $60.
 
In June 2011, the Company entered into a consulting agreement, pursuant to which, the Company issued warrants to purchase 150,000 shares of the Company’s common stock at an exercise price of 47 cents per share. The Company determined the fair value of the warrants issued to be $33, using the Black-Scholes option pricing model and the following assumptions:  expected life of 3.00 years, a risk free interest rate of 0.74%, a dividend yield of 0% and volatility of 75%. The options vest over a one year period and  $1 of expense has been recorded in the period ended June 30, 2011.