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Stock-based compensation
12 Months Ended
Dec. 31, 2011
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
12. Stock-based compensation

 

The Company’s Stock Option Plans in Medicsight which had activity in the year ended December 31, 2011, are as follows:

 

Plan B — on August 15, 2005 we approved stock option plan “B” and between July 1, 2003 and March 31, 2005 we granted options for 3,420,500 shares under this plan.  At December 31, 2011 there were nil outstanding options.

 

Plan C - on August 15, 2005 we approved stock option plan “C” and between April 1, 2005 and June 30, 2006 we granted options for 515,000 shares under this plan.  Options issued under this plan vest in equal one-thirds after employees have been employed for 12, 24 and 36 months from date of grant.  At December 31, 2011 there were 85,000 options outstanding, all of which were exercisable.

 

Plan E - on February 22, 2007 we approved and granted options for 5,900,000 shares under stock option plan “E”.  Options under this plan vest in equal one-thirds after employees have been employed for 12, 24 and 36 months.  At December 31, 2011 there were 190,000 options outstanding, all of which were exercisable.

 

Plan F — on May 16, 2007 we approved and subsequently granted options for 350,000 shares under stock option plan “F”.  Options under this plan vest in equal one-thirds after employees have been employed for 12, 24 and 36 months from the grant date.  At December 31, 2011 there were nil outstanding options.

 

Plan G — on December 18, 2007 we approved and subsequently granted options for 3,025,000 shares under stock option plan “G”.  Options under this plan vest in equal one-thirds after employees have been employed for 12, 24 and 36 months from the grant date.  At December 31, 2011 there were nil outstanding options.

 

Plan I - on December 16, 2008 we approved and subsequently granted options for 1,805,000 shares under stock option plan “I”. Options under this plan vest in equal one-thirds after employees have been employed for 12, 24 and 36 months from the grant date.  At December 31, 2011 100,000 options were outstanding, all of which were exercisable.

 

Plan J — on May 14, 2009 we approved and subsequently granted options for 7,848,750 shares under stock option plan “J”.  Options under this plan vest in equal one-sixths for each six months that employees have been employed for 6, 12, 18, 24, 30 and 36 months from the grant date.  At December 31, 2011 there were 2,879,587 options outstanding, of which 2,522,100 were exercisable.

 

Plan K — on May 20, 2009 we approved and subsequently granted options for 300,000 shares under stock option plan “K”.  Options under this plan vested in three tranches in the period to December 31, 2009.   At December 31, 2011 there were nil outstanding options.

 

Plan L — on January 26, 2010 we approved and subsequently granted options for 100,000 shares under stock option plan “L”.  Options under this plan vest in equal one-sixths after employees have been employed for 6, 12, 18, 24, 30 and 36 months from the grant date.  At December 31, 2011there were 100,000 options outstanding, 50,002 of which were exercisable.

 

Plan M — on December 13, 2010 we approved and subsequently granted options for 5,375,000 shares under stock option plan “M”.  Options under this plan vest in equal one-sixths after employees have been employed for 6, 12, 18, 24, 30 and 36 months from the grant date.  At December 31, 2011 there were 426,666 options outstanding, of which 336,670 were exercisable.

 

The following table summarizes stock option activity for the two years ended December 31, 2011 and 2010 under all option plans:

 

    Outstanding   Exercisable  
    Number of
Shares
  Weighted-Average
Exercise Price
  Number of
Shares
  Weighted-Average
Exercise Price
 
                           
Outstanding at January 1, 2010     11,503,359     £0.59 ($0.94 )   4,605,890     £0.96 ($1.50 )
                           
Granted     5,475,000     £0.05 ($0.08 )            
Exercised                      
Forfeited     (900,025 )   £0.39 ($0.60 )            
Voided option plan     (1,975,000 )   £2.39 ($3.69 )            
Transferred with sale of Medicexchange     (400,000 )   £0.63 ($0.97 )            
                           
Outstanding at December 31, 2010     13,703,334     £0.13 ($0.20 )   4,928,052     £0.24 ($0.37 )
                           
Granted                      
Exercised                      
Forfeited     (9,922,081 )   £0.13 ($0.21 )            
                           
Outstanding at December 31, 2011     3,781,253     £0.11 ($0.18 )   3,283,772     £0.13 ($0.21 )

 

The following weighted average assumptions were used to estimate the fair value of stock options granted in the years ended December 31:

 

    2011     2010  
                 
Dividend yield     nil       nil  
Expected volatility     0 %     87.7% - 119.5 %
Risk-free interest rate     0 %     3.84 - 3.96 %
Expected life of options           5.9 - 6.5 Years  
Weighted average fair value of options granted                
Weighted-average grant-date fair value — Medicsight Plan L           £0.04 ($0.07 )
Weighted-average grant-date fair value — Medicsight Plan M           £0.03 ($0.05 )

 

The following is a summary of the status of stock options outstanding at December 31, 2011:

 

    Outstanding Options     Exercisable Options  
    Number     Remaining
Contractual Life
(years)
    Average
Exercise
Price
    Number     Average
Exercise
price
 
Medicsight Plan C   85,000     4.3     £0.75 ($1.20 )   85,000     £0.75 ($1.20 )
Medicsight Plan E   190,000     5.2     £0.50 ($0.80 )   190,000     £0.50 ($0.80 )
Medicsight Plan I   100,000     7.0     £0.24 ($0.38 )   100,000     £0.24 ($0.38 )
Medicsight Plan J   2,879,587     7.4     £0.09 ($0.14 )   2,522,100     £0.09 ($0.14 )
Medicsight Plan L   100,000     8.1     £0.09 ($0.14 )   50,002     £0.09 ($0.14 )
Medicsight Plan M   426,666     9.0     £0.05 ($0.08 )   336,670     £0.05 ($0.08 )

 

On November 30, 2010, Mr. David Sumner, Chairman of Medicsight Limited, resigned from his position within the group. Immediately after his resignation, a two year consultancy agreement was signed whereby Mr. Sumner would continue to assist the group in its commercial needs. As part of this agreement, Mr. Sumner was to continue to vest in his existing Medicsight Plan J options throughout the consultancy period. A modification of the 2,000,000 existing options has been accounted for, and is not considered to be material to the overall financial statements. The Company is no longer receiving services under this consulting agreement. As such all expenses and related stock-based compensation have been accelerated at December 31, 2011.

 

The Company has recorded the following amounts related to its share-based compensation expense in the accompanying Consolidated Statements of Operations:

 

    2011     2010  
Selling, general and administrative   $ 215     $ 729  
Research and development     32       55  
Discontinued operations           11  
Total   $ 247     $ 795  

 

Of the $247 stock-based expense for the year-ended December 31, 2011, $113 was allocated to non-controlling interest

 

The aggregate intrinsic value for options outstanding and exercisable at December 31, 2011 and 2010 was $nil.

 

A summary of non-vested options at December 31, 2011 and the change during the years ended December 31, 2011 and 2010 is presented below:

 

    Options     Weighted
Average
Grant Date
Fair
Value
 
Nonvested options at January 1, 2010     6,897,469     £ 0.31     $ (0.49 )
Granted     5,475,000     £ 0.03     $ (0.05 )
Vested     (2,637,618 )   £ 0.23     $ (0.35 )
Forfeited     (959,569 )   £ 0.82     $ (1.26 )
Nonvested options at December 31, 2010     8,775,282     £ 0.10     $ (0.16 )
Granted                  
Vested     (1,931,717 )   £ 0.14     $ 0.23  
Forfeited     (6,346,084 )   £ 0.09     $ 0.14  
Nonvested options at December 31, 2011     497,481     £ 0.14     $ 0.22  

 

As of December 31, 2011 there was $136 of total unrecognized compensation cost related to non-vested share-based compensation arrangement granted under the option plans. That cost is expected to be recognized over a weighted average period of 1.03 years.

 

Restricted Shares Cancellation

 

At the March 7, 2011 board meeting, the members of the Compensation and Nominations Committee approved the grant of 500,000 restricted shares of MGT common stock, with each independent director of the board receiving 100,000 restricted shares. The restricted shares vest one-third each six months from date of issue. The restricted shares were valued at their fair market value on date of issue, of which the share-based compensation expense was to be recognized over their vesting period. On or about December 19, 2011, the Company was advised that approval of shareholders was required in order to allow the issuance and listing of these Restricted Shares. The Company rescinded all 500,000 restricted shares and reversed all previously expensed stock-based compensation. The cancellation of these shares is not considered to be material to the overall financial statements.