Atari 2012 Annual Report Download - page 69

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
69
The table below shows changes in shares outstanding over the past two Fiscal Years:
Changes during the year ended March 31, 2012 reflected the following:
 The exercise of 116 stock warrants allocated in 2009, leading to the issuance of 138 new shares.
 The conversion of 250,641 ORANE bonds into 4,931,296 new shares.
 The issuance of 223,000 new shares following the vesting of 223,000 free shares to former management.
11.2. TREASURY SHARES
The Company and its subsidiaries held 2,469 treasury shares at March 31, 2012, unchanged from March 31, 2011.
11.3. STOCK WARRANTS
2009 warrants
In January 2009 the Company issued bonds redeemable for new or existing shares with stock warrants attached
(ORANE-BSA), resulting in the issue of 405,438 stock warrants (the "2009 warrants").
On February 11, 2009 the Company completed the simplified public exchange offer relating to (i) the ORANE bonds
issued by the Company on January 4, 2008 (ORANE 2008) under ISIN code FR0010560615 and (ii) the 2007 stock
warrants issued by the Company on December 22, 2006 and January 24, 2007. A total of 167,350,200 2007 stock
warrants – representing 88.9% of the 2007 warrants still outstanding – were tendered to the offer. Following the public
exchange offer 1,673,502 “2009 warrants” had been issued. The 2009 warrants are subject to the same conditions as
the 2007 warrants, apart from (i) the exercise price, which has been set at €6 per warrant (versus €15 per 100 2006-
2007 warrants) and (ii) the expiration date, which has been set at December 31, 2012 (compared with
December 31, 2009). A total of 2,078,940 “2009 warrants” have been issued with one warrant exercisable for one new
share at a unit price of €6, until December 31, 2012.
Taking into account the adjustment made to the related exchange parities in January, 2010, 1.12 warrant is exercisable
for one new share at a price of €6.
As of March 31, 2012 a total of 2,063,058 “2009 warrants” remained outstanding and could be exercised at any time until
December 31, 2012. If all the warrants were exercised, this would result in the issue of 2,310,625 shares with a dilutive
effect of 7.8% on the Company’s capital as of March 31, 2012.
11.4. ATARI SA STOCK OPTION PLAN
The Board of Directors has been authorized, until November 29, 2013, to grant options for new or existing common
shares of the Company to officers, directors and certain employees of the Group, subject to the ceiling set in
Article L.225-182 of the French Commercial Code (Code de commerce). The exercise price of these options may not
represent less than 95% of the average trading price of the Company's common stock over the twenty trading days
immediately preceding the option grant date. The options generally vest ratably over a three-year period from their grant
date subject to certain conditions and are exercisable for a period of up to eight years. No options may be granted to
Group officers, directors or employees who already own more than 10% of the Company's common stock.
11.5. BASIC AND DILUTED EARNINGS PER SHARE
The table below reconciles basic earnings per share with diluted earnings per share:
(number of shares) March 31, 2012 March 31, 2011
Shares outstanding at the beginning of the year 24 326 500 21 111 153
Share issues 223 000 14 732
Exercise of stock warrants 138 488
Conversion of ORANE bonds 4 931 296 2 816 610
Conversion of OCEANE convertible bonds - -
Creation of shares with debt compensation as part of Cryptic earn out payment 383 517
Shares outstanding at the end of the year 29 480 934 24 326 500