INWK » Topics » Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

These excerpts taken from the INWK 10-K filed Mar 17, 2008.

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

        Our common stock is listed and has been traded on the Nasdaq Global Market under the symbol "INWK" since August 16, 2006. Prior to that time there was no public market for our common stock. The following table sets forth the high and low closing sales prices for our common stock as reported by the Nasdaq Global Market for each of the periods listed.

 
  High
  Low
2006            
Third Quarter (from August 16, 2006)   $ 12.58   $ 10.10
Fourth Quarter   $ 18.15   $ 11.68

2007

 

 

 

 

 

 
First Quarter   $ 16.52   $ 11.08
Second Quarter   $ 16.15   $ 11.68
Third Quarter   $ 17.23   $ 13.26
Fourth Quarter   $ 18.69   $ 13.26

2008

 

 

 

 

 

 
First Quarter (through March 13, 2008)   $ 16.20   $ 11.10

Holders

        As of March 13, 2008, there were 88 holders of record of our common stock. The holders of the common stock are entitled to one vote per share.

Dividends

        We currently do not intend to pay any dividends on our common stock. We intend to retain all available funds and any future earnings for use in the operation and expansion of our business. Any determination in the future to pay dividends will depend upon our financial condition, capital requirements, operating results and other factors deemed relevant by our board of directors, including any contractual or statutory restrictions on our ability to pay dividends.

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Securities Authorized For Issuance Under Equity Compensation Plans

        The following table sets forth information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2007.

 
  Number of Securities to be
Issued Upon Exercise of
Outstanding Options (a)

  Weighted Average
Exercise Price of
Outstanding Options

  Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))

 
Plan Category                
Equity compensation plans approved by security holders(1)   4,592,001   $ 2.35   706,950 (2)

Equity compensation plans not approved by security holders(3)

 


 

 


 


 
   
 
 
 
Total   4,592,001   $ 2.35   706,950  
   
 
 
 

(1)
Includes our 2004 Unit Option Plan, which was merged with our 2006 Stock Incentive Plan.

(2)
Includes shares remaining available for future issuance under our 2006 Stock Incentive Plan.

(3)
There are no equity compensation plans in place not approved by our stockholders.

Recent Sales of Unregistered Securities

        None.

Use of Proceeds from Registered Securities

        In January 2007, we completed a follow-on public offering of shares of our common stock. We offered and sold 3,000,000 shares of our common stock and certain selling shareholders offered and sold an additional 5,000,000 shares at a price of $13.50 per share. The offer and sale of the shares in the follow-on public offering were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-139881), which was declared effective by the Securities and Exchange Commission on January 18, 2007. We did not receive any proceeds from the sale of the 5,000,000 shares sold by certain selling stockholders. After deducting underwriting discounts, commissions and offering related expenses, our net proceeds from the offering were approximately $37.8 million. The offering net proceeds have been used to acquire and make strategic investments in complementary businesses and to fund general working capital and other general corporate expenses.

Issuer Purchases of Equity Securities

        None.

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Item 5.    
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities




Market Information



        Our common stock is listed and has been traded on the Nasdaq Global Market under the symbol "INWK" since August 16, 2006. Prior to that time there was no
public market for our common stock. The following table sets forth the high and low closing sales prices for our common stock as reported by the Nasdaq Global Market for each of the periods listed.






































































































 
 High
 Low
2006      
Third Quarter (from August 16, 2006) $12.58 $10.10
Fourth Quarter $18.15 $11.68

2007

 

 


 

 

 


 
First Quarter $16.52 $11.08
Second Quarter $16.15 $11.68
Third Quarter $17.23 $13.26
Fourth Quarter $18.69 $13.26

2008

 

 


 

 

 


 
First Quarter (through March 13, 2008) $16.20 $11.10




Holders



        As of March 13, 2008, there were 88 holders of record of our common stock. The holders of the common stock are entitled to one vote per share.



Dividends



        We currently do not intend to pay any dividends on our common stock. We intend to retain all available funds and any future earnings for use in the operation and
expansion of our business. Any determination in the future to pay dividends will depend upon our financial condition, capital requirements, operating results and other factors deemed relevant by our
board of directors, including any contractual or statutory restrictions on our ability to pay dividends.



23









Securities Authorized For Issuance Under Equity Compensation Plans




        The following table sets forth information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2007.















































































 
 Number of Securities to be

Issued Upon Exercise of

Outstanding Options (a)

 Weighted Average

Exercise Price of

Outstanding Options

 Number of Securities

Remaining Available for

Future Issuance under

Equity Compensation

Plans (Excluding Securities

Reflected in Column (a))

 
Plan Category        
Equity compensation plans approved by security holders(1) 4,592,001 $2.35 706,950(2)


Equity compensation plans not approved by security holders(3)

 



 

 



 



 
  
 
 
 
Total 4,592,001 $2.35 706,950 
  
 
 
 






(1)
Includes
our 2004 Unit Option Plan, which was merged with our 2006 Stock Incentive Plan.


(2)
Includes
shares remaining available for future issuance under our 2006 Stock Incentive Plan.


(3)
There
are no equity compensation plans in place not approved by our stockholders.


Recent Sales of Unregistered Securities



        None.



Use of Proceeds from Registered Securities



        In January 2007, we completed a follow-on public offering of shares of our common stock. We offered and sold 3,000,000 shares of our common stock and
certain selling shareholders offered and sold an additional 5,000,000 shares at a price of $13.50 per share. The offer and sale of the shares in the follow-on public offering were
registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-139881), which was declared effective by
the Securities and Exchange Commission on January 18, 2007. We did not receive any proceeds from the sale of the 5,000,000 shares sold by certain selling stockholders. After deducting
underwriting discounts, commissions and offering related expenses, our net proceeds from the offering were approximately $37.8 million. The offering net proceeds have been used to acquire and
make strategic investments in complementary businesses and to fund general working capital and other general corporate expenses.




Issuer Purchases of Equity Securities



        None.



24









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This excerpt taken from the INWK 10-K filed Mar 30, 2007.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed and has been traded on the Nasdaq Global Market under the symbol “INWK” since August 16, 2006. Prior to that time there was no public market for our common stock. The following table sets forth the high and low closing sales prices for our common stock as reported by the Nasdaq Global Market for each of the periods listed.

 

     High    Low

2006

     

Third Quarter (from August 16, 2006)

   $ 12.58    $ 10.10

Fourth Quarter

   $ 18.15    $ 11.68

2007

     

First Quarter (through March 30, 2007)

   $ 16.52    $ 11.08

Holders

As of March 30, 2007, there were 35 holders of record of our common stock. The holders of the common stock are entitled to one vote per share.

Dividends

We currently do not intend to pay any dividends on our common stock. We intend to retain all available funds and any future earnings for use in the operation and expansion of our business. Any determination in the future to pay dividends will depend upon our financial condition, capital requirements, operating results and other factors deemed relevant by our board of directors, including any contractual or statutory restrictions on our ability to pay dividends.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets forth information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2006.

 

    

Number of Securities to be
Issued Upon Exercise of
Outstanding Options

(a)

  

Weighted Average
Exercise Price of
Outstanding Options

(b)

   Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)
 

Plan Category

        

Equity compensation plans approved by security holders (1)

   5,479,367    $ 1.87    843,450 (2)

Equity compensation plans not approved by security holders (3)

  

—  

     —      —    
                  

Total

   5,479,367    $ 1.87    843,450  
                  

(1) Includes our 2004 Unit Plan, replaced by our 2006 Stock Incentive Plan.
(2) Includes shares remaining available for future issuance under our 2006 Stock Incentive Plan.
(3) There are no equity compensation plans in place not approved by shareholders.

 

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Table of Contents

Recent Sales of Unregistered Securities

In January 2006, the Company issued 10,167,730 shares of Series E units in exchange for $50,000,000 in cash. The Company retained $10,000,000 for working capital and general corporate purposes, while the remaining $40,000,000 redeemed shares held by certain existing shareholders. The Series E preferred shares accrued preferential cumulative dividends at an annual rate of 4%. Series E preferred shares were also entitled to a liquidation preference over the other junior preferred and common stock shareholders an amount equal to 50% of the original purchase price per share plus any accrued but unpaid dividends. As a result of the Company’s initial public offering that was completed in August 2006, the 10,167,730 Series E preferred shares were converted into 10,167,730 shares of common stock.

In April 2006, the Company sold 254,065 shares of its Class A common stock to SNP Corporation Ltd. at a price of $4.92 per share for a total purchase price of $1,250,000 million. As a result of the Company’s initial public offering that was completed in August 2006, the 254,065 shares of outstanding Class A common stock were converted into 254,065 shares of common stock.

Use of Proceeds from Registered Securities

In connection with our initial public offering, we offered and sold 7,060,000 shares of common stock and certain selling stockholders offered and sold an additional 5,118,500 shares of our common stock at a price of $9.00 per share. The offer and sale of the shares in the initial public offering were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-133950), which was declared effective by the Securities and Exchange Commission on August 15, 2006. The managing underwriters in this offering were Morgan Stanley & Co. Incorporated, Jeffries Broadview, Piper Jaffray & Co., William Blair & Company, LLC and Morgan Joseph & Co., Inc. We did not receive any proceeds from the sale of the 5,118,500 shares sold by certain selling stockholders. After deducting underwriting discounts, commissions and offering related expenses, our net proceeds from the initial public offering were approximately $55.8 million. We used these proceeds from this offering primarily to expand our sales force, to acquire and make strategic investments in complementary businesses and for working capital and other general corporate purposes. We also used a portion of these net proceeds to make required preference and accrued dividend payments of approximately $6.9 million to the former holders of our Series B, D and E preferred shares and to repay all outstanding principal and accrued interest owed under our line of credit with JPMorgan Chase Bank, N.A. The remaining balance of the offering net proceeds was invested in short-term, investment grade interest-bearing instruments.

In January 2007, we completed a follow-on public offering of shares of our common stock. We offered and sold 3,000,000 shares of our common stock and certain selling shareholders offered and sold an additional 5,000,000 shares at a price of $13.50 per share. The offer and sale of the shares in the follow-on public offering were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-139881), which was declared effective by the Securities and Exchange Commission on January 18, 2007. We did not receive any proceeds from the sale of the 5,000,000 shares sold by certain selling stockholders. After deducting underwriting discounts, commissions and offering related expenses, our net proceeds from the offering were approximately $38.5 million. The offering net proceeds have been used to fund general working capital and other general corporate expenses.

Issuer Purchases of Equity Securities

None.

 

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