Audiovox 2008 Annual Report Download - page 94

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Audiovox Corporation and Subsidiaries
Notes to Consolidated Financial Statements, continued
February 29, 2008
(Dollars in thousands, except share and per share data)
9) Capital Structure
The Company's capital structure is as follows:
Shares Authorized Shares Outstanding Voting
Par February 29,
February
28,
February
29,
February
28,
Rights
per Liquidation
Security Value 2008 2007 2008 2007 Share Rights
Preferred Stock $50.00 50,000 50,000 - - - $50 per share
Series Preferred Stock $0.01 1,500,000 1,500,000 - - - -
Class A Common Stock $0.01 60,000,000 60,000,000 20,593,660 20,312,299 One
Ratably with Class
B
Class B Common Stock $0.01 10,000,000 10,000,000 2,260,954 2,260,954 Ten
Ratably with Class
A
During the year ended February 28, 2007, the Company repurchased all 50,000 outstanding shares of preferred stock from
the original shareholder for $5 and retired the shares upon repurchase. The $2,495 difference between the repurchase price
and book value of the shares is included in paid in capital in the accompanying consolidated balance sheet at February 28,
2007.
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.
As of February 29, 2008, 1,742,448 shares of the Company's Class A common stock are authorized to be repurchased in the
open market. As of February 29, 2008 and February 28, 2007, 1,820,552 and 1,693,047 shares were repurchased for an
aggregate amount of $18,404 and $16,979, respectively.
Undistributed earnings from equity investments included in retained earnings amounted to $7,896 and $6,027 at February 29,
2008 and February 28, 2007, respectively.
10) Other Stock and Retirement Plans
a) Restricted Stock Plan
The Company has restricted stock plans under which key employees and directors may be awarded restricted stock.
Awards under the restricted stock plan may be performance-accelerated shares or performance-restricted shares. No
performance accelerated shares or performance-restricted shares were granted or outstanding during the years ended
February 29, 2008, February 28, 2007, the three months ended February 28, 2006 and the year ended November 30,
2005.
As of February 29, 2008, 1,228,750 shares of the Company's Class A common stock are reserved for issuance under the
Company's Restricted and Stock Option Plan.
b) Employee Stock Purchase Plan
In April 2000, the stockholders approved the 2000 Employee Stock Purchase Plan of up to 1,000,000 shares. The stock
purchase plan provides eligible employees an opportunity to purchase shares of the Company's Class A common stock
through payroll deductions at a minimum of 2% and a maximum of 15% of base salary compensation. Amounts withheld
are used to purchase Class A common stock on the open market. The cost to the employee for the shares is equal to 85%
of the fair market value of the shares on or about the quarterly purchase date (December 31, March 31, June 30 or
September 30). The Company bears the cost of the remaining 15% of the fair market value of the shares as well as any
broker fees. Effective March 1, 2008, the Employee Stock Purchase Plan was terminated.
Source: AUDIOVOX CORP, 10-K, May 14, 2008