Dividends Payable

9 Months Ended

Sep. 30, 2012

Dividends Payable

Dividends Payable

10.  Dividends Payable

During the quarter ended September 30, 2012, we accrued $13,900 in dividends payable to the holders of our 5% Preferred Stock, $14,800 in dividends payable to the holders of our Series 2 5% Preferred Stock and $10,600 in dividends payable to the holders of our Series 3 5% Preferred Stock.  As of September 30, 2012, we have $239,000 in accrued and unpaid dividends included in current liabilities.

Delaware law provides that we may only pay dividends out of our capital surplus or, if no surplus is available, out of our net profits for the fiscal year the dividend is declared and/or the preceding fiscal year.  These dividends continue to accrue on all our outstanding shares of preferred stock, regardless of whether we are legally able to pay them.  If we are unable to pay dividends on our preferred stock, we will be required to accrue an additional late fee penalty of 18% per annum on the unpaid dividends for the Series 2 Preferred Stock and Series 3 Preferred Stock.  Our CEO, CFO and one outside board member who are holders of our Series 2 and Series 3 Preferred Stock have waived any possible late fee penalties.  In addition to this late penalty, the holders of our Series 2 Preferred Stock and Series 3 Preferred Stock could elect to present us with written notice of our failure to pay dividends as scheduled, in which case we would have 45 days to cure such a breach.  In the event that we failed to cure the breach, the holders of these shares of preferred stock would then have the right to require us to redeem their shares of preferred stock for a cash amount calculated in accordance with their respective certificates of designation.  If we were required to redeem all shares of Series 2 Preferred Stock and Series 3 Preferred Stock as of October 31, 2012, the aggregate redemption price we would owe would be $2.0 million.