This excerpt taken from the MRCY 10-Q filed May 11, 2009.
T. Subsequent Events
On May 1, 2009, the Company repurchased the remaining aggregate principal amount outstanding of $5,312 (face value) of its 2% Convertible Senior Notes due 2024 (the Notes) from the holders of such Notes. The Company repurchased the Notes for aggregate consideration equal to the principal amount of the Notes, or par, plus accrued interest. The Company paid the consideration for the Notes from cash on hand. The Company originally sold $125,000 principal amount of the Notes in April 2004. The Company has no further obligations under the Notes.
At a special meeting of shareholders held on May 8, 2009, the Companys shareholders approved a proposed stock option exchange program described in the proxy statement for the special meeting dated April 13, 2009.
This excerpt taken from the MRCY 10-Q filed Feb 9, 2009.
U. Subsequent Events
On January 27, 2009, the Company signed a definitive agreement and closed on the sale of the Visage reporting unit to Australia-based Pro Medicus Limited for gross consideration of $3,000 in cash. Of the proceeds, a total of $1,100 has been placed in escrow for general indemnification purposes and employee termination payments to be incurred by Pro Medicus Limited. The accounting for this sale and the Visage reporting units operating results will be included in discontinued operations in the nine months ended March 31, 2009. Further, for the nine month period ending March 31, 2007, the consolidated financial statements, excluding the statement of cash flows, will be restated to reflect the discontinuation and sale of the Visage reporting unit, in accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
On February 4, 2009, the Company repurchased $119,688 (face value) aggregate principal amount of its 2% Convertible Senior Notes due 2024 (the Notes) from the holder of such Notes. The Company repurchased the Notes for aggregate consideration equal to the principal amount of the Notes, or par, plus accrued interest. The Company paid the consideration for the Notes from a combination of cash on hand and the proceeds from the sale of certain U.S. Treasury securities held by the Company. The Company originally sold $125,000 principal amount of the Convertible Senior Notes in April 2004.
This excerpt taken from the MRCY 10-Q filed Nov 10, 2008.
U. Subsequent Events
In October 2008, the Company received a rights offering from UBS (the offering), in which the Company has elected to participate. The offering will allow the Company to redeem our ARS at par plus accrued interest on June 30, 2010. The offering also contains an option to borrow up to 75% of the fair value of the ARS at no cost. Upon borrowing against the ARS, the Company would forgo the interest income on the underlying ARS, while the borrowings are outstanding. The Company expects to redeem our ARS on June 30, 2010. The loan facility included in the offering will replace our previous margin loan facility with UBS.
These excerpts taken from the MRCY 10-K filed Sep 12, 2008.
V. Subsequent Events
Effective July 25, 2008, (the Retirement Date), James R. Bertelli retired as Executive Chairman of the Company. Mr. Bertelli has assumed the role of non-executive Chairman of the Board until the Companys 2008 annual shareholders meeting expected to be held in November 2008 (the Annual Meeting Date), after which he will retire from the Board of Directors.
In connection with his retirement, Mr. Bertelli entered into a Retirement Agreement with the Company dated July 24, 2008 which provided for the following key terms:
On August 8, 2008, the Securities and Exchange Commission announced preliminary settlement in principle with the financial institution through which we hold our auction rate securities, which included a plan to restore liquidity to the financial institutions customers who invested in auction rate securities. The terms of the agreement in principle include, among others, the following:
The agreement in principle is subject to finalization, review and approval by the Securities and Exchange Commission.
V. Subsequent EventsSTYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Effective July 25, 2008, (the Retirement Date), James R. Bertelli retired as Executive Chairman of the Company. Mr. Bertelli has
assumed the role of non-executive Chairman of the Board until the Companys 2008 annual shareholders meeting expected to be held in November 2008 (the Annual Meeting Date), after which he will retire from the Board of
In connection with his retirement, Mr. Bertelli entered into a Retirement Agreement with the Company
The agreement in principle is subject to
This excerpt taken from the MRCY 10-Q filed May 8, 2008.
S. Subsequent Events
In April 2008, the Company exclusively licensed certain intellectual property (IP) associated with its AUSG reporting unit (a component of the Emerging Businesses Unit) and sold certain capital equipment, patents and trademarks to a third-party for $3,200 in cash, payable in May 2008. In connection with this IP license agreement, the Company separately licensed to the buyer additional related software, agreed to provide 12-months of maintenance on this related software, agreed to cover the first $100 of warranty expense and provided the buyer a right to purchase the related AUSG inventory and capital equipment for an additional, mutually determinable, fee. In May 2008, the buyer elected to purchase up to $550 of AUSG inventory as allowed under the original agreement. The Company expects to have a continuing involvement in this business due, in part, to the maintenance offered on the software sold and an expectation of future fees earned on runtime software licenses.
In April 2008, the Company signed an asset sale agreement encompassing nearly all of the assets and liabilities of the Embedded Systems and Professional Services components of the Visage Imaging Business Unit. This sale, which is contingent upon several events occurring and subject to closing adjustments, is expected to result in proceeds of approximately $350 and includes an earn-out provision that is based upon the revenues generated from the business through December 31, 2009. The sales agreement also includes transition services that must be provided to the buyer over the next several months.
This excerpt taken from the MRCY 10-K filed Sep 7, 2007.
T. Subsequent Events
Subsequent to June 30, 2007, the shareholders of Biotech provided written notice to the Company that they intended to exercise their option to put the remaining 82% equity interest to the Company for approximately $2,250. This amount was accrued upon acquisition and is included in accrued expenses in the June 30, 2007 consolidated financial statements. The put option was paid on August 31, 2007.
On July 6, 2007, Robert E. Hult, Senior Vice President and Chief Financial Officer of the Company, announced his retirement which will be effective September 28, 2007. Mr. Hult and the Company had previously
entered into an Employment Agreement on March 8, 2007 under which Mr. Hult has the opportunity to provide certain consulting services to the Company through September 15, 2009 in exchange for cash consulting fees (equal to 50% of his base salary per annum) and the continued vesting of certain restricted stock awards. Subject to signing a general release of claims in favor the Company, Mr. Hult is also entitled to the acceleration of vesting of certain stock options.
This excerpt taken from the MRCY 10-Q filed May 9, 2007.
R. Subsequent Events
On April 20, 2007, the Company entered into a sales agreement and a lease agreement in connection with a sale-leaseback of the Companys headquarters in Chelmsford, Massachusetts. Pursuant to the agreements, the Company sold all land, land improvements, buildings and building improvements related to the facilities and leased back these assets, with the exception of the vacant parcel of land adjacent to the headquarters. The term of the lease is ten years and includes two five year options to renew. The agreement also provides that the Company pay for certain improvements by the end of the lease term. As security for the lease, the buyer required a letter of credit in the amount of $3,000. The Companys net proceeds for the sale, after transaction and other related costs, were approximately $26,000 resulting in a gain of approximately $12,000. Under the provisions of sales-leaseback accounting, the gain realized on the real estate transaction referred to above is deferred and recognized in income over the initial lease term.
On May 1, 2007, the Company completed its analysis related to the Companys Defense, Advanced Solutions and MPS business units. In response to lower than expected demand in those sectors, as well as the need to maintain a competitive cost structure and integrate prior acquisitions a decision was made to eliminate approximately 80 positions across all departments of the Company. This reduction in force coincides with a reorganization of our business units and reporting structure that is expected to be completed and implemented in early fiscal year 2008. As a result of this plan, the Company estimates that it will record a gross restructuring charge of approximately $4,000.
This excerpt taken from the MRCY 10-Q filed Nov 9, 2006.
R. Subsequent Events
Mortgage Notes Payable
On October 19, 2006 the Company prepaid in full, two series of 7.30% senior secured notes due November 2, 2014 (the Mortgage Notes). The Mortgage Notes were issued in November 1999 in the original aggregate principal amount of $14,500, and were collateralized by the Companys corporate headquarters, which consists of two buildings in Chelmsford, Massachusetts. The terms of the Mortgage Notes contained, among other provisions, financial covenants relating to the maintenance of an interest rate coverage ratio, certain leverage ratios and minimum consolidated net worth.
Since March 31, 2006, the Company had not been in compliance with certain of the financial covenants, and the Company elected to prepay the Mortgage Notes instead of renegotiating the financial covenants with the holders of the Mortgage Notes. The amount paid by the Company in connection with the prepayment of the Mortgage Notes equaled $10,463, which included the then outstanding principal amount of the Mortgage Notes plus a prepayment premium equal to $708, and a waiver fee equal to $15 in consideration of the noteholders waiver through October 19, 2006 of the Companys non-compliance with the financial covenants.
This excerpt taken from the MRCY 10-K filed Sep 13, 2006.
T. Subsequent Events
In response to lower than expected demand in certain sectors of the Companys business, as well as the need to maintain a competitive cost structure and integrate the Companys Myriad Logic, Inc. acquisition during the first quarter of fiscal year 2007, the Company incurred a restructuring charge of approximately $700 that will be recorded related to the Companys 2007 restructuring plan (the 2007 Plan). The 2007 Plan included approximately $634 related to involuntary separation and retention costs for 12 employees, approximately $65 related to the abandonment of an operating lease and $1 for other costs. All of these expenses were related to the Defense Business Unit and are expected to be paid within the next 12-months.
On July 25, 2006, the Company purchased an 18% equity interest in a development-stage biotech company (Biotech) for $1,650, of which $950 is restricted for working capital-related needs of Biotech. In conjunction with this equity interest purchase, the Company also acquired an exclusive license of Biotechs intellectual property. The Company paid $900 of the purchase price at closing with the remaining $750 to be paid at various dates through April 1, 2007. Further, Biotech was provided an option to put the remaining 82% equity interest to the Company for $2,250 subject to certain adjustments. If Biotech fails to exercise this put option, Biotech is required on December 31, 2007 to pay $400 to the Company. Biotech works with pharmaceutical and biotechnology researchers to generate and optimize drug candidates by use of their computational fragment-based drug design technology. The Company expects to consolidate this acquisition in accordance with FASB Interpretation No. 46, Consolidation of Variable Interest Entities.
On September 5, 2006, the Company acquired a 3D synthetic vision company (3D Synthetic Vision) for $700 in cash, subject to certain post-closing adjustments. 3D Synthetic Vision works with OEM and end-user partners to create products using a combination of GPS navigation and motion sensing with three dimensional graphics. 3D Synthetic Vision is currently headquartered in Palo Alto, California.
On September 1, 2006, the Company repaid the debt acquired in the SoHard AG acquisition. This early retirement of debt resulted in a cash payment of $705, including $64 related to prepayment penalties.
Stock Option Exchange
On August 11, 2006, the Company commenced a shareholder-approved stock option exchange program pursuant to which eligible employees were given the opportunity to exchange outstanding options with exercise prices greater than $23.00 per share for a lesser number of shares of restricted stock (and in certain cases, phantom stock units) in accordance with a fixed 4-to-1 exchange ratio. The Companys Board of Directors and its five most highly compensated executive officers (including its chief executive officer) were not eligible to participate in the exchange program.
The election period for the exchange program expired on September 8, 2006, and on September 11, 2006, the Company accepted for exchange and cancellation options to purchase an aggregate of 1,889,886 shares. The Company will grant replacement awards covering an aggregate 472,485 shares in exchange for the cancelled options. The replacement awards will be completely unvested at the time they are granted and will generally vest in three equal annual installments commencing on the first anniversary of the date of grant, with the exception of replacement awards granted to participating executive officers and to certain non-U.S. employees which will vest two-thirds on the second anniversary of the date of grant and one-third on the third anniversary of the date of grant.
This excerpt taken from the MRCY 10-K filed Sep 13, 2005.
R. Subsequent Events
On July 1, 2005, the Company acquired SoHard AG for approximately $22,900 in cash, subject to certain post-closing adjustments. SoHard is a global market leader in the development of advanced software solutions for medical imaging systems, hardware and firmware for commercial embedded systems and software intelligence applications delivered via professional services. SoHard is headquartered in Fuerth, Germany.
On August 31, 2005, we purchased Echotek Corporation (Echotek) for approximately $49.0 million, subject to certain post-closing adjustments. The purchase was paid in a combination of cash and shares of Mercury common stock, with such stock (an aggregate of 177,132 shares) representing approximately 10% of the total purchase price. Based in Huntsville, Alabama, Echotek is a market leader in the development of data acquisition products. The results of Echoteks operations will be included in our consolidated operations beginning September 2005.
On July 25, 2005, the board of directors of Mercury authorized a share repurchase program for up to $20,000 of the Companys currently outstanding common stock. The plan is intended to offset the potential dilutive impact of the issuance of shares in connection with the Companys employee stock option and purchase plans. Repurchases of the Companys common stock may be made from time to time at managements discretion on the open market at prevailing market prices or in privately negotiated transactions.
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