MoneyGram 2007 Annual Report Download - page 24

Table of Contents
Capital Transaction, the Investors and other parties may require us to register for sale publicly (at times largely of their choosing) all of
the Series B Stock that they hold, as well as any common stock or Series D Preferred Stock into which the Series B Stock may be
converted. Sales of a substantial number of shares of our common stock, or the perception that significant sales could occur (particularly
if sales are concentrated in time or amount), may depress the trading price of our common stock.
An agreement among the Investors and Wal-Mart could prevent an acquisition of the Company.
The Investors and Wal-Mart have entered into an agreement that, among other things, prevents the Investors, without the prior written
consent of Wal-Mart, from voting in favor of, consenting to or selling or transferring their equity securities in a manner that would result
in a change of control of the Company. This provision is effective until March 17, 2010. The Investors collectively have a majority of the
voting stock of the Company and Wal-Mart, whose interests may differ from our stockholders' interests, could prevent the Investors from
agreeing to a sale of the Company under certain circumstances.
Our charter documents, our rights plan and Delaware law contain provisions that could delay or prevent an acquisition of the
Company, which could inhibit your ability to receive a premium on your investment from a possible sale of the Company.
Our charter documents contain provisions that may discourage third parties from seeking to acquire the Company. In addition, we have
adopted a rights plan which enables our Board of Directors to issue preferred share purchase rights that would be triggered by certain
prescribed events. These provisions and specific provisions of Delaware law relating to business combinations with interested
stockholders may have the effect of delaying, deterring or preventing a merger or change in control of the Company. Some of these
provisions may discourage a future acquisition of the Company even if stockholders would receive an attractive value for their shares or
if a significant number of our stockholders believed such a proposed transaction to be in their best interests. As a result, stockholders who
desire to participate in such a transaction may not have the opportunity to do so.
If we cannot meet the New York Stock Exchange continued listing requirements, the NYSE may delist our common stock.
Our common stock is currently listed on the NYSE. In the future, we may not be able to meet the continued listing requirements of the
NYSE, which require, among other things; (i) that the average closing price of our common stock be above $1.00 over 30 consecutive
trading days; (ii) that the average market capitalization and stockholders' equity be at least $75 million over 30 consecutive trading days;
and (iii) that the average market capitalization be at least $25 million over 30 consecutive trading days. Our closing stock price on
March 21, 2008 was $1.71, our market capitalization was approximately $141.2 million. Our stockholders' deficit was $488.5 million at
December 31, 2007.
If we are unable to satisfy the NYSE criteria for continued listing, our common stock would be subject to delisting. A delisting of our
common stock could negatively impact us by, among other things, reducing the liquidity and market price of our common stock; reducing
the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing;
decreasing the amount of news and analyst coverage for the Company; and limiting our ability to issue additional securities or obtain
additional financing in the future.
We did not timely file with the SEC this Form 10-K for the fiscal year ended December 31, 2007. As a result of this delayed filing, we
are currently ineligible to use Form S-3 to register securities with the SEC in capital-raising transactions, which may adversely affect
our cost of future capital.
We did not timely file with the SEC our Form 10-K for the fiscal year ended December 31, 2007. Although the filing of this Annual
Report on Form 10-K will bring us current in our filings with the SEC, because this Form 10-K was not filed within the deadline
promulgated by the SEC, the filing was not timely under applicable SEC rules. As a result of the delayed filing of this Form 10-K, we are
ineligible to use a "short form" registration statement on
21