Atari 2009 Annual Report Download - page 156

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
156
INFORMATION CONCERNING THE POTENTIAL DILUTION OF THE COMPANY'S CAPITAL
(At March 31, 2009)
Potentially
dilutive
instruments
Issue date
Number of
instruments
outstanding as
of March 31,
2009 (6)
Exercise
price in €
(1)
Identity of
holders
Expiration
date
Number of
shares for
which
securities
can be
exercised (2)
Potential
dilution from
the exercise
of the
instruments
(% of capital
as of March
31, 2009)
Stock options
10/24/2001
1,738,455
293.48
Persons
referred to in
Articles L225-
177 and L-225-
180 of the
French
Commercial
Code
10/24/2009
17,384
10/24/2001
266,908
522.30
10/24/2009
2,669
03/15/2002
245,452
428.78
03/15/2010
2,454
11/07/2002
3,485,765
98.49 (5)
11/07/2010
34,856
09/16/2003
2,372,925
180.07
09/16/2011
23,729
03/03/2004
388,578
136.30
03/03/2012
3,885
07/27/2004
1,097,734
74.61
07/27/2012
10,977
09/07/2005
2,882,595
54.72
09/07/2013
28,825
01/30/2008
142,810,731
11.39
(4)
01/30/2016
1,428,107
03/02/2008
120,006,608
14.33
(4)
03/02/2016
1,200,066
09/09/2008
316,754
13.12
(4)
09/09/2016
316,754
Total
275,612,505
3,069,706
Total =23.66%
OCEANE
2000-2011
05/18/2000
135,031
Public (7)
07/01/2011
33,587
0.26%
OCEANE
2003-2020
12/23/2003
84,406
Public (7)
04/01/2020
2,039
0.02%
ORANE
(FR0010560615)
01/04/2008
6,164
Public
04/01/2014
55,106
0.42%
ORANE
(FR0010690081)
01/27/2009
405,438
BlueBay
approx. 84.4%
+ public
04/01/2014
10,646,801
82.05%
ORANE
(FR0010696153)
02/10/2009
1,479,871
BlueBay
approx. 89.7%
+ public
04/01/2014
25,157,807
193.88%
Stock warrants
(FR0010413237)
12/22/2006
01/24/2007
20,863,839
15.0
Public
12/31/2009
210,724
1.62%
Stock warrants
(FR0010690099)
01/27/2009
02/06/2009
2,077,780
6.0
BlueBay
approx. 80% +
public
12/31/2012
2,077,780
16.01%
Free shares
06/19/2007
09/09/2008
487,417
(3)
487,417
3.76%
Cryptic A & B
convertible bonds
12/12/2008
2,010,022
03/01/2011
(8)
888,007
-
Total
42,628,974
331.88%
(1) All figures have been adjusted as required by law to reflect the following events: (i) stock splits approved at the Shareholders‟ Meetings of
December 15, 1997 and December 16, 1999; (ii) 1 free share attributed for 20 shares hold on January 15, 2002; (iii) the issuance of stock warrants on
January 4, 2005, (iv) the grant of stock warrants to the Company‟s shareholders on December 22, 2006, (v) the rights issue and distribution of warrants on
January 24, 2007; (vi) the reverse stock split of March 4, 2008 authorized at the Shareholders‟ Meeting of November 15, 2006; and (vii) the issue of pre-
emptive subscription rights in connection with the ORANE-BSA issue in December 2008.
(2) The number of shares was adjusted to reflect the reverse stock split of March 4, 2008, approved at the Shareholders‟ Meeting of November 15, 2006.
(3) At its meetings on June 19, 2007, February 27, 2008, March 2, 2008 and September 9, 2008, the Company's Board of Directors used the
authorizations given at the Shareholders‟ Meetings of November 15, 2006 and September 25, 2008 to grant an aggregate 1,511,633 shares free of
consideration to Patrick Leleu, Mathias Hautefort, Michel Combes and Fabrice Hamaide, of which 1,024,216 shares were subsequently cancelled. As of
March 31, 2009 Patrick Leleu and Michel Combes no longer held any free shares. At the same date, Mathias Hautefort still held 14,732 free shares.
(4) David Gardner, Phil Harrison and Fabrice Hamaide.
(5) €103.46 for holders in the United States.
(6) The stock options issued prior to the reverse stock-split of March 4, 2008 are exercisable at a ratio of one hundred options for one share. Those issued
subsequent to the reverse stock-split are exercisable at a ratio of one option for one share.
(7) The Company did not buy back any OCEANE 2000-2011 or OCEANE 2003-2020 bonds during the year.
(8) In addition to the issue of a maximum of 888,007 new Atari shares resulting from the conversion of convertible bonds granted under the earn-out
mechanism, a maximum of 408,837 new Atari shares may be issued in relation to the debt obligation granted in connection with this earn-out
(representing a total of 1,296,844 new shares), and 3,558,963 new Atari shares may be issued under the bonus mechanism (although the number of
shares to be issued for the bonus may change in line with fluctuations in the Company's share price and the euro-dollar exchange rate). After taking into
account these issues, the potential number of shares outstanding would be 46,596,774.
NB. On May 25, 2009 the Company set up two new stock option plans for Atari Inc. employees. Under the first of these
plans, Jeff Lapin was granted stock options exercisable for newly-issued shares representing up to 1.5% of the
Company‟s capital on a fully diluted basis at an exercise price of €5.18. The beneficiary of the second plan was Jim
Wilson, who was granted 300,000 options with an exercise price of €5.18. These two plans are subject to the
achievement of pre-defined performance conditions.