SCUR » Topics » Equity Compensation Plan Information

These excerpts taken from the SCUR 10-K filed Mar 5, 2008.

Equity Compensation Plan Information

The following table sets forth information regarding securities authorized for issuance under equity compensation plans:

 

Plan category

   Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
   Weighted-average
exercise price of
outstanding options,
warrants and rights
   Number of securities
remaining available for
future issuance under
equity compensation
plans

Equity compensation plans approved by stockholders

   13,989,195    $ 9.34    4,592,927

Equity compensation plans not approved by stockholders

   —        —      —  
            

Total

   13,989,195    $ 9.34    4,592,927
            

 

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All equity compensation plans have been approved by the stockholders. See Note 10 in the Notes to the Consolidated Financial Statements for a description of the equity compensation plans.

 

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Incorporated herein by reference is the information appearing under the heading “Certain Transactions” in our Proxy Statement that we anticipate filing on or about April 7, 2008.

Equity Compensation Plan Information

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The following table sets forth information regarding securities authorized for issuance under equity compensation plans:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 


































































Plan category

  Number of securities to
be issued upon exercise
of outstanding options,
warrants and
rights
  Weighted-average
exercise price of
outstanding options,
warrants and rights
  Number of securities
remaining available for
future issuance under
equity
compensation
plans

Equity compensation plans approved by stockholders

  13,989,195  $9.34  4,592,927

Equity compensation plans not approved by stockholders

  —     —    —  
        

Total

  13,989,195  $9.34  4,592,927
        

 


45








All equity compensation plans have been approved by the stockholders. See Note 10 in the Notes to the
Consolidated Financial Statements for a description of the equity compensation plans.

 






ITEM 13.    CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

FACE="Times New Roman" SIZE="2">Incorporated herein by reference is the information appearing under the heading “Certain Transactions” in our Proxy Statement that we anticipate filing on or about April 7, 2008.

STYLE="margin-top:18px;margin-bottom:0px">
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated herein by reference
is the information appearing under the heading “Relationship with Independent Registered Public Accounting Firm” in our Proxy Statement that we anticipate filing on or about April 7, 2008.

STYLE="margin-top:0px;margin-bottom:0px"> 


46








This excerpt taken from the SCUR 10-K filed Mar 16, 2007.

Equity Compensation Plan Information

 

The following table sets forth information regarding securities authorized for issuance under equity compensation plans:

 

Plan category


   Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights


   Weighted-average
exercise price of
outstanding options,
warrants and rights


   Number of securities
remaining available for
future issuance under
equity compensation
plans


Equity compensation plans approved by stockholders (1)(2)(3)(4)(5)

   13,182,418    $ 9.92    2,367,523

Equity compensation plans not approved by stockholders (6)

   3,678,134      4.97    510,197
    
         

Total

   16,860,552    $ 8.84    2,877,720
    
         

(1) In September 1995, our Board of Directors and stockholders approved our 1995 Omnibus Stock Plan. Under the terms of this Plan, key employees and non-employees may be granted options to purchase up to 11,494,131 shares of our Common Stock. The majority of options granted under this plan have ten year terms and vest either annually over three years, or fully vest at the end of three years. Beginning in 2003, all new stock options granted under this plan vest 25% after the first year and then monthly over the following three years. This plan expired in September 2005.

 

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Table of Contents
(2) In connection with our acquisition of N2H2, Inc. in October 2003, we assumed all of the outstanding N2H2 stock options under the 1997 Stock Option Plan, 1999 Stock Option Plan, 1999 Non-Employee Director Plan, 1999/2000 Transition Plan, the 2000 Stock Option Plan, and the Howard Philip Welt Plan (the “N2H2 Plans”), which were converted into options to purchase approximately 420,000 shares of our common stock. All stock options assumed were exercisable and vested. These options were assumed at prices between $1.55 and $258.63 per share, with a weighted average exercise price of $9.45 per share. The options granted under these plans have ten year terms and vest 25% after the first year and then monthly over the following three years.

 

(3) In connection with our acquisition of CyberGuard in January 2006, we assumed all of the outstanding CyberGuard stock options under the 1994 and 1998 Stock Option Plans which were converted into options to purchase 3,039,545 shares of our common stock. All outstanding stock options assumed were exercisable and vested. These options were assumed at prices between $1.56 and $15.07 per share, with a weighted average exercise price of $7.21 per share. The options granted under these plans, since the acquisition, have ten year terms and vest 25% after the first year and then monthly over the following three years.

 

(4) In July 2002, our Board of Directors and Compensation Committee approved our 2002 Stock Incentive Plan. In September 2005, our Board of Directors and Compensation Committee approved an amendment and restatement of our 2002 Stock Incentive Plan. Our stockholders approved the amendment and restatement on January 11, 2006. Under the terms of this Plan, key employees and non-employees may be granted options, restricted stock awards, restricted stock units, stock appreciation rights and other similar types of stock awards to purchase up to 6,500,000 shares of our Common Stock. The options granted in 2002 have ten year terms and vest either annually over three years, or fully vest at the end of three years. Beginning in 2003, all options granted under this plan vest 25% after the first year and then monthly over the following three years for employees. Restricted stock awards vest 25% after the first year, then quarterly thereafter over the following three years, unless otherwise approved by the Compensation Committee. All awards granted to non-employee directors vest 100% after the first year.

 

(5) In connection with our acquisition of CyberGuard in January 2006, we issued a warrant to purchase 1,000,000 shares of our Common Stock pursuant to a securities purchase agreement with Warburg Pincus. The warrant is exercisable at $13.85 per share.

 

(6) In connection with our acquisition of CipherTrust in August 2006, we assumed all of the outstanding CipherTrust stock options under the 2000 Stock Option Plan which were converted into options to purchase 2,543,662 shares of our common stock. All outstanding stock options assumed were unvested and have seven-year terms. These options were assumed at prices between $0.01 and $6.19 per share, with a weighted average exercise price of $2.88 per share. After the date of acquisition, the options granted under these plans have ten year terms and vest 25% after the first year and then monthly over the following three years.

 

This excerpt taken from the SCUR 10-K filed Mar 1, 2006.

Equity Compensation Plan Information

 

The following table sets forth information regarding securities authorized for issuance under equity compensation plans:

 

Plan category


   Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights


   Weighted-average
exercise price of
outstanding options,
warrants and rights


   Number of securities
remaining available for
future issuance under
equity compensation
plans


Equity compensation plans approved by stockholders (1)(2)

   5,554,710    $ 10.95    102,909

Equity compensation plans not approved by stockholders (3)

   2,994,605      8.42    72,224
    
         

Total

   8,549,315    $ 10.06    175,133
    
         

(1) In September 1995, our Board of Directors and stockholders approved our 1995 Omnibus Stock Plan. Under the terms of this Plan, key employees and non-employees may be granted options to purchase up to 11,494,131 shares of our Common Stock. The majority of options granted under this plan have ten year terms and vest either annually over three years, or fully vest at the end of three years. Beginning in 2003, all new stock options granted under this plan vest 25% after the first year and then monthly over the following three years.

 

(2) In connection with our acquisition of N2H2, Inc. in October 2003, we assumed all of the outstanding N2H2 stock options under the 1997 Stock Option Plan, 1999 Stock Option Plan, 1999 Non-Employee Director Plan, 1999/2000 Transition Plan, the 2000 Stock Option Plan, and the Howard Philip Welt Plan (the “N2H2 Plans”), which were converted into options to purchase approximately 420,000 shares of our common stock. All stock options assumed were exercisable and vested. These options were assumed at prices between $1.55 and $258.63 per share, with a weighted average exercise price of $9.45 per share. The options granted under these plans have ten year terms and vest 25% after the first year and then monthly over the following three years.

 

(3) In July 2002, our Board of Directors and compensation committee approved our 2002 Stock Option Plan. In September 2005, our Board of Directors and Compensation Committee approved an amendment and restatement of our 2002 Stock Option Plan. Our stockholders approved the amendment and restatement on January 11, 2006. Under the terms of this Plan, key employees and non-employees may be granted options to purchase up to 5,000,000 shares of our Common Stock. The options granted in 2002 have ten year terms and vest either annually over three years, or fully vest at the end of three years. Beginning in 2003, all new stock option grants under this plan vest 25% after the first year and then monthly over the following three years.

 

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Table of Contents
This excerpt taken from the SCUR 10-K filed Mar 11, 2005.

Equity Compensation Plan Information

 

The following table sets forth information regarding securities authorized for issuance under equity compensation plans:

 

Plan category


   Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights


   Weighted-average
exercise price of
outstanding options,
warrants and rights


   Number of securities
remaining available for
future issuance under
equity compensation
plans


Equity compensation plans approved by stockholders (1)(2)

   6,207,779    $ 10.73    303,265

Equity compensation plans not approved by stockholders (3)

   1,981,430    $ 7.68    1,317,595
    
  

  

Total

   8,189,209    $ 9.99    1,620,860
    
  

  

(1) In September 1995, our Board of Directors and stockholders approved our 1995 Omnibus Stock Plan. Under the terms of this Plan, key employees and non-employees may be granted options to purchase up to 11,494,131 shares of our Common Stock. The majority of options granted under this plan have ten year terms and vest either annually over three years, or fully vest at the end of three years. Beginning in 2003, all new stock options granted under this plan vest 25% after the first year and then monthly over the following three years.

 

(2)

In connection with our acquisition of N2H2, Inc. in October 2003, we assumed all of the outstanding N2H2 stock options under the 1997 Stock Option Plan, 1999 Stock Option Plan, 1999 Non-Employee Director Plan, 1999/2000 Transition Plan, the 2000 Stock Option Plan, and the Howard Philip Welt Plan (the “N2H2 Plans”), which were converted into options to purchase approximately 420,000 shares of our common stock. All stock options assumed were exercisable and vested. These options were assumed at prices between

 

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Table of Contents
 

$1.55 and $258.63 per share, with a weighted average exercise price of $9.45 per share. The options granted under these plans have ten year terms and vest 25% after the first year and then monthly over the following three years.

 

(3) In July 2002, our Board of Directors and compensation committee approved our 2002 Stock Option Plan. Under the terms of this Plan, key employees and non-employees may be granted options to purchase up to 3,500,000 shares of our Common Stock. The options granted in 2002 have ten year terms and vest either annually over three years, or fully vest at the end of three years. Directors and executive officers are not included in this plan. Beginning in 2003, all new stock option grants under this plan vest 25% after the first year and then monthly over the following three years.

 

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