Annual report pursuant to Section 13 and 15(d)

STOCKHOLDERS' EQUITY

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STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2016
STOCKHOLDERS' EQUITY  
NOTE G - STOCKHOLDERS' EQUITY

The 2013 Stock Incentive Plan ("2013 Plan") provides for the grant of any or all of the following types of awards: (a) stock options, (b) restricted stock, (c) deferred stock, (d) stock appreciation rights, and (e) other stock-based awards including restricted stock units.  Awards under the 2013 Plan may be granted singly, in combination, or in tandem.  Subject to standard anti-dilution adjustments as provided , the 2013 Plan provides for an aggregate of 2,600,000 shares of the Company's common stock to be available for distribution.  The Company's Compensation Committee generally has the authority to administer the 2013 Plan, determine participants who will be granted awards, the size and types of awards, the terms and conditions of awards and the form and content of the award agreements representing awards.  Awards under the 2013 Plan may be granted to employees, directors and consultants of the Company and its subsidiaries.  As of December 31, 2016, there are 1,325,000 shares of common stock available for issuance under the 2013 Plan.

[1] Restricted Stock Units

During the year ended December 31, 2016, the Company granted, under the 2013 Plan, 750,000 restricted stock units (RSUs) to its Chairman and Chief Executive Officer in accordance with his new employment agreement (see Note I[1] hereof).  The 750,000 RSUs vest in three tranches, as follows: (i) 250,000 RSUs vest on July 14, 2018, subject to the Chairman and Chief Executive Officer's continued employment by the Company through the vesting date (the "Employment Condition"); (ii) 250,000 RSUs vest at any time beginning July 14, 2018 through July 14, 2021 in equal annual installments for the remaining term of employment, subject to (1) the Employment Condition being satisfied through each such annual vesting date and (2) the Company's common stock achieving a closing price (for 20 consecutive trading days) of a minimum of $3.25 per share (subject to adjustment for stock splits) at any time during the term of employment; and (iii) 250,000 RSUs shall vest at any time beginning July 14, 2018 through July 14, 2021 in equal annual installments for the remaining term of employment subject to (1) the Employment Condition being satisfied through each such annual vesting date and (2) the Company's common stock achieving a closing price (for 20 consecutive trading days) of a minimum of $4.25 per share (subject to adjustment for stock splits) at any time during the term of employment.  Notwithstanding the aforementioned, in the event of a Change of Control (as defined), a Termination Other Than for Cause (as defined), or a termination of employment by the Chairman and Chief Executive Officer for Good Reason (as defined), all of the 750,000 RSUs issued to the Company's Chairman and Chief Executive Officer shall accelerate and become immediately fully vested.

The effect of a market condition is reflected in the estimate of the grant-date fair value of the restricted stock units utilizing a Monte Carlo valuation technique.  The service period for restricted stock units with a market-based vesting condition is inferred from the application of the Monte Carlo valuation technique.  Assumptions utilized in connection with the Monte Carlo valuation technique included estimated risk-free interest rate ranging from 0.67% to 1.10%; expected volatility of 38.8% and the expected dividend yield was based on expectations regarding dividend payments at the time of grant.

During the year ended December 31, 2016, the Company granted 15,000 RSUs under the 2013 Plan to each of its three non-management directors.  Such RSUs issued to the non-management directors vested 7,500 RSUs on June 9, 2016 (the date of grant), 3,750 RSUs on September 9, 2016 and 3,750 RSUs on December 9, 2016 (subject to continued service as a member of the Board of Directors).  On June 9, 2016, the Company also granted 50,000 RSUs under the 2013 Plan to each of its Chief Financial Officer and Executive Vice President, and 40,000 RSUs to a consultant to the Company.  Each such RSUs vests 50% on the one year anniversary of grant (June 9, 2017) and 50% on the two year anniversary of grant (June 9, 2018).

All of the Company's issued and RSUs have dividend equivalent rights.

A summary of restricted stock units granted during the year ended December 31, 2016 is as follows (each restricted stock unit represents the contingent right to receive one share of the Company's common stock):

    Number of Shares     Weighted-Average Grant Date Fair Value  
Balance of restricted stock units outstanding at December 31, 2015            
Grants of restricted stock units     935,000     $ 2.30  
Vested restricted stock units     (45,000 )   $ (2.47 )
Balance of unvested restricted stock units at December 31, 2016     890,000     $ 2.29  

Restricted stock unit compensation expense was $497,000 for the year ended December 31, 2016.  There was no restricted stock unit compensation expense for the year ended December 31, 2015.

The Company has an aggregate of $1,656,000 of unrecognized restricted stock unit compensation expense as of December 31, 2016 to be expensed over a weighted average period of 2.86 years.

[2] Stock Options

At December 31, 2016, stock options to purchase an aggregate of 385,000 shares of common stock were outstanding under the 2013 Plan and options to purchase 1,925,000 shares of common stock were outstanding representing option grants outside of the 2013 Plan (issued prior to the establishment of the 2013 Plan).  There were no grants of stock options during the year ended December 31, 2016.

The fair value of options on the date of grant is estimated using the Black-Scholes option-pricing model utilizing the following weighted average assumptions:

    December 31, 2015  
       
Exercise Prices   $2.34  
Risk-free interest rates   1.39%  
Expected option life in years   5 years  
Expected stock price volatility   30.24%  
Expected dividend yield   0.00%  

The weighted average fair value of the options on the option grant date during the year ended December 31, 2015 was $0.68 per share.

The following table summarizes stock option activity for the years ended December 31:

    2016     2015  
          Weighted           Weighted  
          Average           Average  
    Options     Exercise     Options     Exercise  
    Outstanding     Price     Outstanding     Price  
                         

Options outstanding

at beginning of year

    2,855,000     $ 1.33       2,950,000     $ 1.27  
Granted         $       105,000     $ 2.34  
Expired     (15,000 )   $ 1.31              
Exercised     (530,000 )   $ 1.53       (200,000 )   $ 0.90  
                                 
Options outstanding at end of year     2,310,000     $ 1.29       2,855,000     $ 1.33  
                                 
Options exercisable at end of year     2,310,000     $ 1.29       2,828,750     $ 1.32  

 

During the year ended December 31, 2016, the Company did not grant any stock options.  During the year ended December 31, 2015, the Company granted stock options to purchase an aggregate of 105,000 shares of its common stock to its non-management directors.  The fair value of these options based on the Black-Scholes option-pricing model amounted to $71,000 for 2015.  During the year ended December 31, 2016, the Company recognized stock based compensation of $12,000 related to the vesting of prior issued stock options to employees and directors.  During the year ended December 31, 2015, the Company recognized stock-based compensation of $272,000 related to the issuance of stock options and vesting of prior issued options (consisting of $235,000 with respect to stock options issued to employees and directors and $37,000 for a consultant).  The Company at December 31, 2016 has no remaining unrecognized expenses related to unvested stock options.  The aggregate intrinsic value of all stock options exercisable at December 31, 2016 was $4,881,550.

During the year ended December 31, 2016, an aggregate of 530,000 stock options were exercised (470,251 of which were exercised on a net exercise (cashless) basis), by the Company's Chief Financial Officer (100,000 shares), Executive Vice President (240,000 shares), a director (75,000 shares), a consultant (90,000 shares) and a former director (25,000 shares), at prices ranging from $1.21 to $1.60 per share.  With respect to the aforementioned stock option exercises on a net exercise (cashless) basis, aggregate net shares of 132,080 were delivered to the Chief Financial Officer (43,580 shares), Executive Vice President (23,944 shares), director (47,283) and a consultant (17,273 shares).

During the year ended December 31, 2015, stock options to purchase an aggregate of 200,000 shares were exercised on a net exercise (cashless) basis by the Company's Executive Vice President (150,000 shares) and a consultant (50,000 shares) at an exercise price of $0.90 per share.  With respect to the aforementioned stock option exercises, aggregate net shares of 120,349 were delivered to the Executive Vice President (90,000 shares) and consultant (30,349 shares).

The following table presents information relating to all stock options outstanding and exercisable at December 31, 2016:

            Weighted    
        Weighted   Average    
Range of       Average   Remaining    
Exercise   Options   Exercise   Life in   Options
Price   Outstanding   Price   Years   Exercisable
                 
$0.83 - $2.34   2,310,000   $1.29   2.76   2,310,000
                 

 

[3] Warrants:

As of December 31, 2016 and December 31, 2015, the following are the outstanding warrants to purchase shares of the Company's common stock:

    2016    
         

Number of

Warrants

 

Exercise

Price

 

 

Expiration Date

         
250,000   $2.10   May 21, 2018
125,000   $2.10    July 26, 2018
375,000        

 

    2015    
         

Number of

Warrants

 

Exercise

Price

 

 

Expiration Date

         
250,000   $2.10   May 21, 2018
250,000   $1.40   May 21, 2018
125,000   $2.10    July 26, 2018
125,000   $1.40    July 26, 2018
750,000        

The outstanding warrants to purchase 375,000 shares of common stock at December 31, 2016 pertain to 5-year warrants issued to Recognition Interface, LLC in connection with the Company's (through Mirror Worlds Technologies, LLC, its wholly-owned subsidiary) purchase of the Mirror Worlds Patent Portfolio in May 2013 (See Note H[2]).

During the year ended December 31, 2016, Recognition Interface, LLC exercised warrants to purchase an aggregate of 375,000 shares at an exercise price of $1.40 per share resulting in gross proceeds to the Company of $525,000.  In January 2017, Recognition Interface, LLC exercised warrants to purchase an additional 375,000 shares of the Company's common stock at an exercise price of $2.10 per share, resulting in additional gross proceeds to the Company of $787,500.