MoneyGram 2010 Annual Report Download - page 127

Table of Contents
MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 12 — Stockholders' Deficit
Preferred Stock — The Company's Certificate of Incorporation provides for the issuance of up to 7,000,000 shares of preferred stock that
may be issued in one or more series, with each series to have certain rights and preferences as shall be determined by unlimited discretion
of the Company's Board of Directors, including, without limitation, voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences. At December 31, 2010 and 2009, the Company had the following designations of preferred shares:
2,000,000 shares of Series A junior participating preferred stock ("Series A Stock"); 760,000 shares of B Stock; 500,000 shares of B-1
Stock; and 200,000 shares of Series D Stock. At December 31, 2010 and 2009, no Series A Stock or Series D Stock is issued or
outstanding. See Note 11 — Mezzanine Equity for further information on the B Stock, B-1 Stock and Series D Stock.
Common Stock — The Company's Certificate of Incorporation provides for the issuance of up to 1,300,000,000 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 the Company's 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 2010. Under the
terms of the equity securities and debt issued in connection with the 2008 Recapitalization, the Company's ability to declare or pay
dividends or distributions to the stockholders of the Company's common stock is severely limited. The following is a summary of
common stock issued and outstanding at December 31:
(Amounts in thousands) 2010 2009
Common shares issued 88,556 88,556
Treasury stock (4,936) (6,041)
Common shares outstanding 83,620 82,515
Treasury Stock — The Board of Directors has authorized the repurchase of a total of 12,000,000 shares. As of December 31, 2010, the
Company has repurchased 6,795,000 shares of common stock under this authorization and has remaining authorization to repurchase up
to 5,205,000 shares. There were no shares repurchased during 2010 or 2009. Following is a summary of treasury stock share activity:
Treasury Stock
(Amounts in thousands) Shares
Balance at December 31, 2008 5,999
Submission of shares for withholding taxes upon release of restricted stock and
forfeiture of shares of restricted stock 42
Balance at December 31, 2009 6,041
Exercise of stock options and release of restricted stock, net of shares surrendered
for withholding taxes (1,105)
Balance at December 31, 2010 4,936
F-42