MoneyGram 2008 Annual Report Download - page 131

Table of Contents
MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
limitation, voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences. Series A junior
participating preferred stock has been reserved for issuance upon exercise of preferred share purchase rights. At December 31, 2008 and
2007, no preferred stock is issued or outstanding.
Common Stock — The Company's Certificate of Incorporation provides for the issuance of up to 250,000,000 shares of common stock
with a par value of $0.01. In connection with the spin-off, MoneyGram was recapitalized such that there were 88,556,077 shares of
MoneyGram common stock issued. The holders of MoneyGram common stock are entitled to one vote per share on all matters to be
voted upon by its stockholders. The holders of common stock have no preemptive or conversion rights or other subscription rights. There
are no redemption or sinking fund provisions applicable to the common stock. The determination to pay dividends on common stock will
be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, cash requirements,
prospects and such other factors as the Board of Directors may deem relevant. No dividends were paid in 2008. Under the terms of the
equity securities and debt issued in connection with the Capital Transaction, our ability to declare or pay dividends or distributions to the
stockholders of the Company's common stock is severely limited. During 2007, the Company paid $16.6 million in dividends on its
common stock. The following is a summary of common stock issued and outstanding for December 31:
(Amounts in thousands) 2008 2007
Common shares issued 88,556 88,556
Treasury stock (5,999) (5,911)
Restricted stock (92) (234)
Common shares outstanding 82,465 82,411
Treasury Stock — On November 18, 2004, the Board of Directors authorized a plan to repurchase, at the Company's discretion, up to
2,000,000 shares of MoneyGram common stock with the intended effect of returning value to the stockholders and reducing dilution
caused by the issuance of stock in connection with stock-based compensation. On August 19, 2005, the Company's Board of Directors
increased its share buyback authorization by 5,000,000 shares to a total of 7,000,000 shares. On May 9, 2007, the Board of Directors
increased its share buyback authorization by an additional 5,000,000 shares to a total of 12,000,000 shares.
There were no shares repurchased during 2008. During 2007, the Company repurchased 1,620,000 shares at an average cost of $28.39 per
share. At December 31, 2008, the Company has remaining authorization to repurchase up to 5,205,000 shares. Following is a summary of
treasury stock share activity:
Treasury Stock
(Amounts in thousands) Shares
Balance at December 31, 2006 4,286
Stock repurchases 1,620
Issuance of stock for exercise of stock options (85)
Submission of shares for withholding taxes upon exercise of stock options and release of restricted stock, net of
issuances and forfeitures 90
Balance at December 31, 2007 5,911
Stock repurchases —
Issuance of stock for exercise of stock options —
Submission of shares for withholding taxes upon exercise of stock options and release of restricted stock, net of
issuances and forfeitures 88
Balance at December 31, 2008 5,999
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