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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2014
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

 

NOTE V - SUBSEQUENT EVENTS

 

In addition to subsequent events noted within certain footnotes above, following are relevant subsequent events that have occurred since December 31, 2014.

 

Notification of Delisting

 

On February 29, 2016, the Company received a formal notice from New York Stock Exchange Regulation (the “NYSE”) confirming that due to Hanger, Inc.’s non-compliance with certain listing standards, the NYSE had suspended trading in the Company’s common stock, effective upon the market close on February 26, 2016, and stated its intention to commence proceedings to delist the Company’s common stock from the NYSE at the opening of business on April 4, 2016.

 

The Company’s common stock began trading on the OTC Pink marketplace operated by the OTC Markets Group Inc. at the open on Monday, February 29, 2016 under the trading symbol “HNGR.”

 

Shareholder’s Rights Plan

 

On February 28, 2016, the Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Stock”).  The dividend is payable to the shareholders of record on March 10, 2016 (the “Record Date”).  The Rights will not be exercisable until after the public announcement that a person or group of affiliated or associated persons has acquired or obtained the right or obligation to acquire beneficial ownership of 10% or more of the Company’s outstanding Common Stock (“Acquiring Person”) or following the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.  If a shareholder’s beneficial ownership of the Company’s Common Stock as of the time of the public announcement of the Rights Agreement and associated dividend declaration is at or above the applicable threshold (including through entry into certain derivative positions), that shareholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholder increases its ownership percentage.

 

Once exercisable, each Right will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), for $65.00 (the “Purchase Price”), subject to adjustment. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.  The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 28, 2016, between the Company and Computershare Inc., as the Rights Agent.

 

The Rights have certain anti-takeover effects.  The Rights will cause a substantial dilution to any person or group that attempts to acquire the Company without the approval of the Company’s Board of Directors.  As a result, the overall effect of the Rights may be to render more difficult or discourage any attempt to acquire the Company even if such acquisition may be favorable to the interests of the Company’s shareholders.  Because the Company’s Board of Directors can redeem the Rights and amend the Rights Agreement in any respect prior to a person or group becoming an Acquiring Person, the Rights should not interfere with a merger or other business combination approved by the Board of Directors of the Company.

 

The Rights will expire on August 28, 2017.

 

Debt Amendments, Covenant Waivers and Refinance of 7 1/8  % Senior Notes.

 

For further discussion of these events, see the subsequent events section of Note O - “Long-Term Debt.”

 

Legal proceedings

 

For further discussion of these events, see the legal proceedings subsequent events section of Note Q - “Commitments and Contingencies.”

 

Dosteon Discontinued Operations

 

Between February 2015 and May 2015, the Company completed its sale of its remaining Dosteon businesses.

 

Exit of CARES Business

 

During the third quarter of 2015, the Company completed its exit of the CARES business which is reported within the Patient Care segment.  The results of operations of this business were not significant to the consolidated financial statements for any period presented.

 

2016 Omnibus Incentive Plan

 

On April 15, 2016, the Board of Directors of the Company approved the Hanger, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”).  Upon approval of the 2016 Plan, the Company’s 2010 Omnibus Incentive Plan (the “2010 Plan”) was no longer available for future awards.  However, awards previously granted under the 2010 Plan and still outstanding continue to be subject to all terms and conditions of the 2010 Plan.

 

The 2016 Plan authorizes the issuance of up to 2,250,000 shares of Common Stock, plus (1) the number of shares available for issuance under the 2010 Plan that had not been made subject to outstanding awards as of the effective date of the 2016 Plan and (2) any shares that would have become available again for new grants under the terms of the 2010 Plan if such plan were still in effect.