Audiovox 2005 Annual Report Download - page 91

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(10) Capital Structure
The Company's capital structure is as follows:
SHARES VOTING
OUTSTANDING RIGHTS
PER LIQUIDATION
SHARES AUTHORIZED SHARE RIGHTS
−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
PAR NOVEMBER 30, NOVEMBER 30,
VALUE
−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
SECURITY 2004 2005 2004 2005
−−−−−−−−
−−−−−−−−−−−−−−− −−−−−−−−−−−−−−−−−−−−−−−−−−−−− −−−−−−−−−−−−−
Preferred $50.00 50,000 50,000 50,000 50,000 − $50 per share
Stock
Series
Preferred
Stock $0.01 1,500,000 1,500,000 − − −
atably with
Class A One Rlass B
Common Stock $0.01 60,000,000 60,000,000 19,788,889 20,300,594 C
Class B Ten Ratably with
Common Stock $0.01 10,000,000 10,000,000 2,260,954 2,260,954 Class A
The holders of Class A and Class B common stock are entitled to receive
cash or property dividends declared by the Board of Directors. The
Board of Directors can declare cash dividends for Class A common stock
in amounts equal to or greater than the cash dividends for Class B
common stock. Dividends other than cash must be declared equally for
both classes. Each share of Class B common stock may, at any time, be
converted into one share of Class A common stock.
The 50,000 shares of non−cumulative Preferred Stock outstanding are
owned by Shintom and have preference over both classes of common stock
in the event of liquidation or dissolution. These shares have no
dividend rights.
The Company's Board of Directors approved the repurchase of 1,563,000
shares of the Company's Class A common stock in the open market under a
share repurchase program (the Program). As of November 30, 2004 and
2005, 1,070,957 and 1,219,752 shares were repurchased under the Program
at an average price of $8.63 for an aggregate amount of $8,497 and
$10,524, respectively.
Undistributed earnings from equity investments included in retained
earnings amounted to $5,649 and $6,747 at November 30, 2004 and 2005,
respectively.
(11) Stock−Based Compensation and Retirement Plans
(a) Stock Options
The Company has stock option plans under which employees and
non−employee directors may be granted incentive stock options
(ISO's) and non−qualified stock options (NQSO's)
F−37