Classmates.com 2003 Annual Report Download - page 62

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entitles the registered holder to purchase from the Company one unit consisting of one one-thousandth of a share of its Series A junior
participating preferred stock at a price of $25 per unit. On April 29, 2003, the Board of Directors voted to amend the purchase price per unit
from $25 to $140. The rights generally will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the
Company's common stock or announces a tender or exchange offer which results in a person owning 15% or more of the Company's common
stock. The Company generally will be entitled to redeem the rights at $0.0007 per right at any time until 10 days after a public announcement
that a 15% position in the Company's common stock has been acquired or that a tender or exchange offer which would result in a person
owning 15% or more of the Company's common stock has commenced. The rights expire on November 26, 2011.
Preferred Stock
The Company has 5.0 million shares of preferred stock authorized with a par value of $0.0001, of which 300,000 shares are designated as
Series A junior participating preferred stock. At December 31, 2003 and June 30, 2003 and 2002, the Company had no shares issued or
outstanding.
Common Stock Subject to Repurchase
At December 31, 2003 and June 30, 2003, 2002 and 2001 there were 237,000, 294,000, 723,000 and 2,676,000 shares, respectively, of
common stock that were subject to repurchase. At December 31, 2003 and June 30, 2003, 2002 and 2001, there were 237,000, 294,000,
723,000 and 1,358,000 shares, respectively, related to unvested stock option exercises. At June 30, 2001, there were 1,318,000 shares related to
unvested shares under restricted stock agreements.
Common Stock Repurchase Program
On May 26, 2001, the Company's Board of Directors authorized a common stock repurchase program that allowed the Company to
repurchase, from time-to-time, up to $10 million of common stock over a one-year period. On July 11, 2002, the Board of Directors extended
the share repurchase program to $33.5 million through May 31, 2003. On July 29, 2003, the Board of Directors extended the share repurchase
program to $100 million through July 31, 2004. The Company may repurchase shares of its common stock through open market or privately
negotiated transactions based on prevailing market conditions and other factors. At December 31, 2003, the Company may repurchase
additional shares up to $48.7 million under the terms of the share repurchase program.
Share repurchases under the common stock repurchase program were as follows (in thousands):
F-26
7. NET INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net income (loss) per share for the six months ended December 31,
2003 and the years ended June 30, 2003, 2002 and 2001 (in thousands, except per share amounts):
Period
Shares
Repurchased
Average Price
Paid per
Share
August 2001
138
$
1.67
November 2001
469
1.77
February 2002
727
3.38
August 2002
288
7.51
February 2003
193
9.43
May 2003
281
13.51
November 2003
2,024
19.76
Total
4,120
$
12.45
Six Months
Ended
December 31,
2003
Year Ended June 30,
2003
2002
2001
Numerator: