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STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2012
STOCKHOLDERS' EQUITY
13. STOCKHOLDERS’ EQUITY

(a) Preferred stock

The Company has authorized 1,000,000 shares of preferred stock, which may be issued from time to time in one or more series. The Board of Directors has the authority to issue the shares of preferred stock in one or more series, to establish the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and the qualifications, limitations or restrictions thereof, without any further vote or action by the stockholders. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of common stock, and may have the effect of delaying, deferring or defeating a change in control of the Company. The Company had not issued any shares of preferred stock through December 31, 2012.

(b) Common stock

The Company has 100,000,000 authorized shares of common stock, $0.01 par value per share, of which 37,945,000 shares were issued and outstanding at December 31, 2012.

Since 2004, the Company’s Board of Directors has approved stock repurchase programs that have authorized the Company to repurchase in the aggregate up to $92.4 million of its common stock. Purchases under these programs have been made on the open market.

 

The following table is a summary of the Company’s repurchase activity under all of the Company’s repurchase programs for the years ended December 31:

 

(Dollars in thousands)    2012     2011     2010  
     Shares      Amount     Shares      Amount     Shares      Amount  

Prior year authorizations at January 1,

      $ 13,963         $ 13,237         $ 15,779   

Authorizations

        6,036           5,590           5,750   

Repurchases paid

     181,803         (5,130     137,429         (4,815     294,059         (8,272

Repurchases unsettled

     3,399         (76     1,688         (49     538         (20
     

 

 

      

 

 

      

 

 

 

Authorized dollars remaining as of December 31,

      $         14,793         $         13,963         $         13,237   
     

 

 

      

 

 

      

 

 

 

(c) Dividends

On May 30, 2006, the Company’s Board of Directors approved an ongoing quarterly cash dividend of $0.03 per share, beginning with the second quarter ended June 30, 2006. The Company declared $0.12 per share for the year ended December 31, 2012, but the Board of Directors authorized the acceleration of the fourth quarter dividend to be paid in December 2012 rather than in January 2013. Therefore, the Company paid $5.7 million in dividends in 2012. For the years ended December 31, 2011 and 2010, the Company declared $0.12 per share and paid cash dividends of $4.5 million, and $4.4 million, respectively. It is the Company’s current intention to pay a quarterly cash dividend of $0.03 per share, however, the Board of Directors may terminate or modify this dividend program at any time without notice.

(d) Warrants summary

In January 2012, a former stockholder of 1mind Corporation (“1mind”) exercised a warrant to purchase 2,464 shares of our common stock, which was originally issued as part of the consideration for our acquisition of 1mind in 2002. In accordance with the net exercise provisions of this warrant, we withheld 78 shares of our common stock to cover the exercise price of the warrant, which shares were valued at $2,094 based on the average closing price of our common stock over the ten consecutive trading days ending on the third trading day prior to the exercise date, and issued 2,386 shares of our common stock. The issuance of these shares was made in reliance on an exemption from registration under Regulation D under the Securities Act of 1933. As of December 31, 2012, there were no warrants outstanding.