This excerpt taken from the WTSLA 10-K filed Dec 12, 2006.
We have two classes of common stock: Class A and Class B. Our Class A common stock is listed on The NASDAQ National Stock Market under the symbol WTSLA. As of April 10, 2006, there were 351 stockholders of record of our Class A common stock. The closing price of our Class A common stock on April 10, 2006, was $6.30 per share. As of April 10, 2006, there were no shares of our Class B common stock outstanding.
Price Range of Stock
The following table reflects the high and low closing sale prices of our Class A common stock as reported by NASDAQ for the last two fiscal years:
We have reinvested earnings in the business and have never paid any cash dividends to holders of our common stock. The declaration and payment of future dividends, which are subject to the terms and covenants contained in the agreements governing our existing indebtedness, are at the sole discretion of the board of directors and will depend upon our profitability, financial condition, cash requirements, future prospects and other factors deemed relevant by the board of directors. Our senior credit facility and the indenture associated with our notes do not allow us to declare or pay any dividends on any of our shares without consent from the lenders.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of January 28, 2006, about our common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or members of our board of directors under all of our existing equity compensation plans, including our 1996 Long-Term Incentive Plan, as amended, the 2000 Stock Incentive Plan and the 2005 Stock Incentive Plan, as amended:
There were no purchases of shares of Class A common stock or Class B common stock by our company or affiliated purchasers during the fiscal year ended January 28, 2006.
Unregistered Sales of Equity Securities
On May 3, 2005, we issued 24,600 shares of preferred stock for an aggregate purchase price of $24.6 million, and warrants to acquire initially up to 7.5 million shares of our Class A common stock. The preferred stock is convertible into 8.2 million shares of our Class A common stock, reflecting an initial $3.00 per share conversion price (subject to anti-dilution adjustments). As of April 10, 2006, 15,159 shares of preferred stock have been converted into common stock. The warrants are exercisable from November 3, 2005, to November 3, 2010, and have an initial exercise price equal to $3.68 (subject to anti-dilution adjustments). In connection with the issuance of the preferred stock and the warrants, the investors who received warrants in the January 2005 Private Placement agreed to exercise all of their outstanding Series A warrants and a pro rata portion of their outstanding Series B warrants. Approximately 3.4 million shares of our Class A common stock were issued as a result of the warrant exercise at an aggregate exercise price of approximately $6.4 million.
We registered the shares of the Class A common stock issuable upon conversion and exercise of the preferred stock and the warrants, as the case may be, pursuant to the terms of a Registration Rights Agreement among our company and the investors in the May 2005 Private Placement. The shares of Class A common stock issuable upon exercise of the Series A warrants and the Series B warrants were included in such registration statement. The securities were issued pursuant to the Commissions rules and regulations under the Securities Act.