SVVS » Topics » Equity Transactions

These excerpts taken from the SVVS 10-K filed Feb 26, 2008.

Equity Transactions

Stock Options. During 2007, we granted 0.8 million stock options under our Amended and Restated 2003 Incentive Compensation Plan (2003 Plan), with a total compensation expense of $18.1 million to be recognized over the vesting period, using the Black-Scholes option pricing model. Compensation expense associated with stock options was $20.9 million, $9.4 million, and $0.5 million in the years ended December 31, 2007, 2006, and 2005, respectively. Our 2006 expense includes $0.7 million associated with the modification of a term of a former executive’s stock option agreement in March 2006.

Secondary Stock Offering. On January 23, 2007, MLT LLC, which owned 7.6 million, or 14.8%, of the outstanding shares of our common stock at December 31, 2006, sold all such shares under our existing shelf registration statement. We did not receive any of the proceeds of the offering.

Equity Transactions

FACE="Times New Roman" SIZE="2">Stock Options. During 2007, we granted 0.8 million stock options under our Amended and Restated 2003 Incentive Compensation Plan (2003 Plan), with a total compensation expense of $18.1 million to be
recognized over the vesting period, using the Black-Scholes option pricing model. Compensation expense associated with stock options was $20.9 million, $9.4 million, and $0.5 million in the years ended December 31, 2007, 2006, and 2005,
respectively. Our 2006 expense includes $0.7 million associated with the modification of a term of a former executive’s stock option agreement in March 2006.

SIZE="2">Secondary Stock Offering. On January 23, 2007, MLT LLC, which owned 7.6 million, or 14.8%, of the outstanding shares of our common stock at December 31, 2006, sold all such shares under our existing shelf
registration statement. We did not receive any of the proceeds of the offering.

This excerpt taken from the SVVS 10-K filed Feb 26, 2007.

Equity Transactions

Stock Options. On July 6, 2006, our compensation committee of the Board of Directors authorized an increase in the number of common shares available for grants of options or other share-based instruments by 3.0 million, increasing the number of shares of common stock reserved for issuance under our 2003 Plan to 12.0 million.

During the year ended 2006, we granted 4.2 million stock options under the 2003 Plan, with a total compensation expense of $78.0 million to be recognized over the vesting period, using the Black-Scholes option pricing model. Compensation expense associated with stock options was $9.4 million, $0.5 million, and $0.7 million in the years ended December 31, 2006, 2005, and 2004, respectively. Our 2006 expense includes $0.7 million associated with the modification of a term of a former executive’s stock option agreement in March 2006.

Reverse Stock Split. On May 10, 2006, our Board of Directors declared a one-for-fifteen reverse stock split of our common stock. The record date for the reverse stock split was June 5, 2006, and on June 6, 2006, the reverse stock split was completed. In connection with the reverse stock split, each fifteen shares of our issued and outstanding common stock were combined into one share of our common stock. Stockholders received cash in lieu of any fraction of a share that they would have otherwise been entitled to receive as a result of the reverse stock split. In addition, all exercise and conversion prices and the number of shares of our common stock, preferred stock, warrants, stock options and other equity awards presented herein for current and prior periods have been adjusted to reflect the reverse stock split.

 

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Preferred Stock. On May 10, 2006, we entered into an Exchange and Recapitalization Agreement, or the Exchange Agreement, with the holders of our Series A Convertible Preferred Stock, or the Series A Preferred, pursuant to which the holders agreed to exchange, or the Exchange, their shares of Series A Preferred for an aggregate of 37.4 million shares of our common stock, including 8.4 million common shares in addition to the shares of common stock the Series A Preferred was then convertible into in accordance with their terms. On June 30, 2006, pursuant to the Exchange Agreement, all such common shares were issued to the holders of the Series A Preferred, in exchange for all shares of Series A Preferred. In connection with the Exchange, we recognized a deemed dividend on the Series A Preferred of $240.1 million, representing the difference between the fair market value of the shares issued in the Exchange and those convertible pursuant to the original conversion terms. The deemed dividend is included in the computation of net loss attributable to common stockholders in our consolidated statement of operations for the year ended December 31, 2006.

Investment funds related to Welsh, Carson, Anderson & Stowe, or WCAS, held approximately 68% of the outstanding Series A Preferred. Three members of our board of directors are general partners of certain WCAS funds, represent WCAS on our board of directors and owned shares of Series A Preferred and participated in the Exchange. Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund IV, L.P. and CVC II Partners, L.L.C., together, Constellation, held approximately 10% of the outstanding Series A Preferred, and MLT, LLC (formerly Moneyline Telerate Holdings, Inc.), whose representative on our board of directors resigned on January 23, 2007, held approximately 20% of the outstanding Series A Preferred. Constellation’s representative on our board of directors resigned effective July 14, 2006. Two of our executive officers hold restricted preferred units, or RPUs, that entitled them to receive upon vesting of each RPU that number of shares of common stock that a holder of Series A Preferred would have been entitled to receive. Accordingly, their RPUs were adjusted to give them the same benefits they would have received had they held Series A Preferred and participated in the Exchange.

The Exchange was approved by a special committee of our Board of Directors comprised of independent directors who were advised by independent, third-party financial advisors and legal counsel. The Exchange was also approved by our stockholders acting by written consent. WCAS, Constellation and MLT, who collectively held more than a majority of our outstanding voting power, executed the written consent.

Restricted Preferred Units. On May 8, 2006, the compensation committee of our Board of Directors awarded 6,770 RPUs to two of our executives, giving the holders the right to receive upon vesting that number of shares of common stock as one share of our Series A Preferred would have been convertible into had such shares of Series A Preferred been outstanding since March 18, 2002, less an exercise value of $1,561 per RPU. Based on the terms of the Exchange previously described, the RPUs were adjusted to give the holders the same benefits they would have received had they participated in the Exchange, resulting in the holders obtaining the right to receive upon vesting 1.3 million shares of common stock. RPUs allow for a cashless exercise, net of shares withheld for estimated taxes, which may result in fewer shares issued than were originally granted. Compensation expense associated with the RPUs was measured on the date of grant using the Black-Scholes option pricing model and was determined to be $29.8 million and will be recognized over the four year vesting period. Vesting is subject to continued employment and occurs at a rate of 25% on each anniversary of the grant date until fully vested. Compensation expense associated with RPUs was $5.0 million during the year ended December 31, 2006.

Warrants. In 2002, we issued warrants to Nortel Networks, Inc., or Nortel, to purchase approximately 0.4 million shares of our common stock for $11.25 per share. In March 2006, Nortel exercised its warrants and received approximately 0.2 million shares of our common stock. Additionally in 2002, we issued ten million five-year performance warrants to entities affiliated with Constellation Ventures, or Constellation, to acquire shares of common stock at $11.25 per share. The warrants vested in a total of three tranches as Constellation earned the right to exercise the warrants when it met certain performance criteria related to assisting us in obtaining new business. During the fourth quarter of 2003, the first quarter of 2004, and the second quarter of 2004, respectively, Constellation met the performance criteria, causing each of the three tranches for an aggregate of 0.6 million warrants to vest, which resulted in non-cash equity-based compensation expense of $3.4 million, $6.6 million, and $3.8 million, with respect to each of the three tranches. The non-cash equity-based compensation expense was calculated utilizing the Black-Scholes option pricing model and relevant assumptions. In the first quarter of 2004, Constellation completed a cashless exercise of its first tranche of vested warrants and received approximately 0.2 million shares of our common stock. In August 2006, Constellation completed an additional cashless exercise of its remaining warrants and received approximately 0.2 million shares of our common stock. As of December 31, 2006, we had no outstanding warrants.

Restricted Stock Units. In August 2005, our compensation committee awarded restricted common stock units, or RSUs, to our executives and employees, governed by the terms of the 2003 Plan. RSUs represent common stock but do not give the recipient any actual ownership interest in our common stock, other than the right to receive cash dividends, until vested and the shares of common stock underlying the RSUs are delivered. We received no cash consideration for such awards. Vesting of the RSUs is subject to continued employment over a period of up to four years. In the event of our achievement of annual financial performance targets, beginning in March 2007, one-third of the RSU’s will vest annually through March 2009.

We awarded 0.4 million and 1.3 million RSUs in the years ended December 31, 2006 and 2005, respectively, of which 0.3 million and 0.4 million were forfeited upon employment termination in the years ended December 31, 2006 and 2005, respectively. RSUs allow

for a cashless exercise, net of shares withheld for estimated taxes, which may result in fewer shares issued than were originally granted. The approximate grant date fair value was $7.3 million and $13.1 million for awards granted in 2006 and 2005, respectively, and was recorded as deferred compensation. Deferred compensation is being amortized on a straight-line basis and recognized as non-cash equity-based compensation over the expected performance period. Compensation expense related to the RSUs was $5.2 million and

 

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$1.5 million during the years ended December 31, 2006 and 2005, respectively. If we achieve certain performance targets, non-cash equity-based compensation will be accelerated to ensure that the amount of non-cash equity-based compensation recorded is reflective of the vested RSUs.

Restricted Common Stock. In February 2005, our Board of Directors awarded less than 0.1 million shares of restricted common stock, or RCS, governed by the terms of the 2003 Plan. The related RCS agreements provide for the issuance of non-vested RCS to certain non-employee members of our Board of Directors. RCS issued under the 2003 Plan vest ratably on the anniversary of the grant date over a period of three years based on the recipient’s continued service to us. RCS provide the recipient on the grant date with actual ownership interests in our common stock, including voting rights and the right to receive dividends. We recorded $0.1 million of deferred compensation in conjunction with the grant of the RCS, which represented the fair value of the RCS on the date of grant. Deferred compensation is being amortized on a straight-line basis and recognized as non-cash equity-based compensation over the three-year vesting period and was $0.1 million and less than $0.1 million during the years ended December 31, 2006 and 2005, respectively.

Secondary Stock Offering. On January 23, 2007, MLT LLC, which owned 7,625,110, or 14.8%, of the outstanding shares of our common stock at December 31, 2006, sold all such shares under our existing shelf registration statement. We did not receive any of the proceeds of the offering.

This excerpt taken from the SVVS 10-Q filed Nov 1, 2006.

Equity Transactions

Reverse Stock Split

On May 10, 2006, our Board of Directors declared a one-for-fifteen reverse stock split of our common stock. The record date for the reverse stock split was June 5, 2006, and on June 6, 2006, the reverse stock split was completed. Stockholders received cash in lieu of any fraction of a share that they would have otherwise been entitled to receive as a result of the reverse stock split. In connection with the reverse stock split, each fifteen shares of our issued and outstanding common stock was combined into one share of our common stock. In addition, all exercise and conversion prices and the number of shares of our common stock, preferred stock, warrants, stock options and other equity awards presented herein for current and prior periods have been adjusted to reflect the reverse stock split.

Preferred Stock

On May 10, 2006, we entered into an Exchange and Recapitalization Agreement (the Exchange Agreement) with the holders of our Series A Convertible Preferred Stock (the Series A Preferred) pursuant to which the holders agreed to exchange (the Exchange) their shares of Series A Preferred for an aggregate of 37.4 million shares of our common stock, including 8.4 million common shares in addition to the shares of common stock the Series A Preferred was then convertible into in accordance with their terms. On June 30, 2006, pursuant to the Exchange Agreement, all such common shares were issued to the holders of the Series A Preferred, in exchange for all shares of Series A Preferred. In connection with the Exchange, we recognized a deemed dividend on the Series A Preferred of $240.1 million, representing the difference between the fair market value of the shares issued in the Exchange and those convertible pursuant to the original conversion terms. The deemed dividend is included in the computation of net loss attributable to common stockholders in our condensed consolidated statement of operations for the three and nine months ended September 30, 2006. As of September 30, 2006, we had 51.2 million shares of common stock outstanding.

Investment funds related to Welsh, Carson, Anderson & Stowe (WCAS) held approximately 68% of the outstanding Series A Preferred. Three members of our board of directors are general partners of certain WCAS funds, represent WCAS on our board of directors and owned shares of Series A Preferred and participated in the Exchange. Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund IV, L.P. and CVC II Partners, L.L.C. (together, Constellation), who on September 30, 2006, had one representative on our Board of Directors, held approximately 10% of the outstanding Series A Preferred, and MLT, LLC (formerly Moneyline Telerate Holdings, Inc.), who currently has one representative on our Board of Directors, held approximately 20% of the outstanding Series A Preferred. Constellation’s representative on our board of directors resigned effective July 14, 2006. Two of our executive officers hold restricted preferred units (RPUs) that entitled them to receive upon vesting of each RPU that number of shares of common stock that a holder of Series A Preferred would be entitled to receive. Accordingly, their RPUs were adjusted to give them the same benefits they would have received had they held Series A Preferred and participated in the Exchange.

The Exchange was approved by a special committee of our Board of Directors comprised of independent directors who were advised by independent, third-party financial advisors and legal counsel. The Exchange was also approved by our stockholders acting by written consent. WCAS, Constellation and MLT, who collectively hold more than a majority of our outstanding voting power, executed the written consent.

Holders of the Series A Preferred representing approximately 99% of the shares received in the Exchange have agreed not to sell any of such shares, except in certain circumstances or with the approval of the special committee, until November 1, 2006.

Restricted Preferred Units

On May 8, 2006, the compensation committee of the Board of Directors awarded 6,770 RPUs to certain executives of SAVVIS, giving the holders the right to receive upon vesting that number of shares of common stock as one share of our Series A Preferred would be convertible into had such shares of Series A Preferred been outstanding since March 18, 2002, less an exercise value of $1,561 per RPU. Based on the terms of the Exchange previously described, the RPUs were adjusted to give the holders the same benefits they would have received had they participated in the Exchange, resulting in the holders obtaining the right to receive upon vesting 1.3 million shares of common stock. Compensation expense associated with the RPUs was measured on the date of grant using the Black-Scholes option pricing model and was determined to be $30.7 million and will be recognized over the four year vesting period. Vesting is subject to continued employment and occurs at a rate of 25% on each anniversary of the grant date until fully vested. Compensation expense associated with RPUs was $2.0 million and $3.2 million during the three and nine months ended September 30, 2006, respectively.

 

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Restricted Stock Units

In August 2005, the compensation committee of the Board of Directors awarded 1.3 million restricted stock units (RSUs) to executives and employees under the 2003 Plan, of which 0.7 million have since been forfeited through September 30, 2006 upon employment terminations. In 2006, the compensation committee awarded 0.4 million RSUs to our executives. We received no cash consideration for such awards, and the awards resulted in deferred compensation of $7.3 million and $13.1 million during the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively, which represents the fair value of the RSUs on the date of grant less any unamortized value upon forfeiture of such grants. The vesting of the RSUs is subject to continued employment and our achievement of financial performance targets over a period of up to four years. RSUs represent common stock but do not give the recipient any actual ownership interest in the Company’s common stock, other than the right to receive cash dividends, until vested and the shares of common stock underlying the RSUs are delivered. Deferred compensation is being amortized on a straight-line basis and recognized as non-cash equity-based compensation over the requisite service period. Compensation expense associated with RSUs was $1.5 million and $3.8 million during the three and nine months ended September 30, 2006, respectively, and $0.4 million for the three and nine months ended September 30, 2005. If we believe it is probable that we will achieve our performance targets, non-cash equity-based compensation will be accelerated such that the amount of non-cash equity-based compensation recorded is reflective of the accelerated vesting of RSUs.

Stock Options

Compensation expense associated with stock options was $4.4 million and $5.5 million during the three and nine months ended September 30, 2006, respectively, including $0.7 million associated with the modification of a term of a former executive’s stock option agreement in March 2006. Compensation expense associated with stock options was $0.5 million and $0.8 million during the three and nine months ended September 30, 2005, respectively.

On July 6, 2006, the compensation committee of the Board of Directors authorized an increase in the number of common shares available for grants of options or other share-based instruments by 3.0 million, and concurrently approved the grant of 2.9 million stock options with an exercise price of $30.01. Total compensation expense, using the Black-Scholes option pricing model, was $61.1 million and will be recognized over the vesting period. On August 11, 2006, an additional grant of 0.5 million shares with an exercise price of $25.93 was approved, with a total compensation expense of $8.6 million to be recognized over the vesting period, using the Black-Scholes option pricing model. Both option grants vest 50% on the second anniversary of the grant date and then monthly thereafter through the fourth anniversary of the grant date. On August 31, 2006, a grant of 0.1 million shares was approved with an exercise price of $25.09, with a total compensation expense of $1.8 million to be recognized over the vesting period, using the Black-Scholes option pricing model. This grant has a vesting term of four years and will vest one-quarter every year on the anniversary of the grant date. All three of the above mentioned grants were issued under our 2003 plan.

Warrants

In connection with our recapitalization in 2002, we issued warrants to Nortel Networks, Inc. (Nortel) to purchase approximately 0.4 million shares of our common stock for $11.25 per share. In March 2006, Nortel exercised its warrants and received approximately 0.2 million shares of our common stock. Additionally in 2002, we issued ten million five-year performance warrants to entities affiliated with Constellation Ventures (Constellation) to acquire shares of common stock at $11.25 per share. The warrants vested in a total of three tranches as Constellation earned the right to exercise the warrants when it met certain performance criteria related to assisting us in obtaining new business. During the fourth quarter of 2003, the first quarter of 2004, and the second quarter of 2004, respectively, Constellation met the performance criteria, causing each of the three tranches for an aggregate of 0.6 million warrants to vest, which resulted in non-cash equity-based compensation expense of $3.4 million, $6.6 million, and $3.8 million, with respect to each of the three tranches. The non-cash equity-based compensation expense was calculated utilizing the Black-Scholes option pricing model and relevant market and Company assumptions. In the first quarter of 2004, Constellation completed a cashless exercise of its first tranche of vested warrants and received approximately 0.2 million shares of our common stock. In August 2006, Constellation completed an additional cashless exercise of its remaining warrants and received approximately 0.2 million shares of our common stock.

This excerpt taken from the SVVS 10-Q filed Jul 31, 2006.

Equity Transactions

Reverse Stock Split

On May 10, 2006, our Board of Directors declared a 1-for-15 reverse stock split of our common stock. The record date for the reverse stock split was June 5, 2006, and on June 6, 2006, the reverse stock split was completed. Stockholders received cash in lieu of any fraction of a share that they would have otherwise been entitled to receive as a result of the reverse stock split. In connection with the reverse stock split, each fifteen shares of our issued and outstanding common stock was combined into one share of our common stock. In addition, all exercise and conversion prices and the number of shares of our common stock, preferred stock, warrants, stock options and other equity awards presented herein for current and prior periods have been adjusted to reflect the reverse stock split.

Preferred Stock

On May 10, 2006, we entered into an Exchange and Recapitalization Agreement (the Exchange Agreement) with the holders of our Series A Convertible Preferred Stock (the Series A Preferred) pursuant to which the holders agreed to exchange (the Exchange) their shares of Series A Preferred for an aggregate of 37.4 million shares of our common stock, including 8.4 million common shares in addition to the shares of common stock the Series A Preferred was then convertible into in accordance with their terms. On June 30, 2006, pursuant to the Exchange Agreement, all such common shares were issued to the holders of the Series A Preferred, in exchange for all shares of Series A Preferred. In connection with the Exchange, we recognized a deemed dividend on the Series A Preferred of $240.1 million, representing the difference between the fair market value of the shares issued in the Exchange and those convertible pursuant to the original conversion terms. The deemed dividend is included in the computation of net loss attributable to common stockholders in our condensed consolidated statement of operations for the three and six months ended June 30, 2006. Following the Exchange, as of June 30, 2006, we had 50.8 million shares of common stock outstanding.

Investment funds related to Welsh, Carson, Anderson & Stowe (WCAS) held approximately 68% of the outstanding Series A Preferred. Three members of our board of directors are general partners of certain WCAS funds, represent WCAS on our board of directors and owned shares of Series A Preferred and participated in the Exchange. Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund IV, L.P. and CVC II Partners, L.L.C. (together, Constellation), who on June 30, 2006, had one representative on our Board of Directors, held approximately 10% of the outstanding Series A Preferred, and MLT, LLC (formerly Moneyline Telerate Holdings, Inc.), who currently has one representative on our Board of Directors, held approximately 20% of the outstanding Series A Preferred. Constellation’s representative on our board of directors resigned effective July 14, 2006. Two of our executive officers hold restricted preferred units (RPUs) that entitled them to receive upon vesting of each restricted preferred unit RPU that number of shares of common stock that a holder of Series A Preferred would be entitled to receive. Accordingly, their RPUs were adjusted to give them the same benefits they would have received had they held Series A Preferred and participated in the Exchange.

The Exchange was approved by a special committee of our Board of Directors comprised of independent directors. The Exchange was also approved by our stockholders acting by written consent. WCAS, Constellation and MLT, who collectively hold more than a majority of our outstanding voting power, executed the written consent.

Holders of the Series A Preferred representing approximately 99% of the shares received in the Exchange have agreed not to sell any of such shares, except in certain circumstances or with the approval of the special committee, until November 1, 2006.

 

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Restricted Preferred Units

On May 8, 2006, the compensation committee of our Board of Directors awarded 6,770 RPUs to certain of our executives, giving the holders the right to receive upon vesting that number of shares of common stock as one share of our Series A Preferred would be convertible into had such shares of Series A Preferred been outstanding since March 18, 2002, less an exercise value of $1,561 per RPU. Based on the terms of the Exchange previously described, the RPUs were adjusted to give the holders the same benefits they would have received had they participated in the Exchange, resulting in the holders obtaining the right to receive upon vesting 1.3 million shares of common stock. Compensation expense associated with the RPUs was measured on the date of grant using the Black-Scholes option pricing model and was determined to be $30.7 million and will be recognized over the four year vesting period. Vesting is subject to continued employment and occurs at a rate of 25% on each anniversary of the grant date until fully vested. Compensation expense associated with RPUs was $1.2 million during the three and six months ended June 30, 2006.

Share-Based Compensation Awards

On July 6, 2006, the compensation committee of the Board of Directors authorized an increase in the number of common shares available for grants of options or other share-based instruments by 3.0 million, subject to stockholder approval of such increase, and concurrently approved the grant of 2.9 million stock options with an exercise price of $30.01 per share under the 2003 Plan. Total compensation expense, using the Black-Scholes option pricing model, is estimated to be $60 million and will be recognized over the vesting period. The options vest 50% on the second anniversary of the grant date and then monthly thereafter through the fourth anniversary of the grant date.

Restricted Stock Units

In August 2005, the compensation committee of the Board of Directors awarded 1.3 million restricted stock units (RSUs) to executives and employees under the Amended and Restated 2003 Incentive Compensation Plan (the 2003 Plan), of which 0.6 million were subsequently forfeited upon employment terminations in 2005 and the first half of 2006. In March 2006 and May 2006, the compensation committee awarded 0.3 million and 0.1 million RSUs to executives, respectively. We received no cash consideration for such awards, and the awards resulted in deferred compensation of $4.9 million in 2006 and $13.1 million in 2005 which represents the fair value of the RSUs on the date of grant less any unamortized value upon forfeiture of such grants. The vesting of the RSUs is subject to continued employment and our achievement of financial performance targets over a period of up to four years. RSUs represent common stock but do not give the recipient any actual ownership interest in our common stock, other than the right to receive cash dividends, until vested and the shares of common stock underlying the RSUs are delivered. Deferred compensation is being amortized on a straight-line basis and recognized as non-cash equity-based compensation over the requisite service period. Compensation expense associated with RSUs was $1.4 million and $2.3 million during the three and six months ended June 30, 2006, respectively. If we believe it is probable that it will achieve its performance targets, non-cash equity-based compensation will be accelerated to ensure that the amount of non-cash equity-based compensation recorded is reflective of the accelerated vesting of RSUs.

"Equity Transactions" elsewhere:

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