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Rescission Offer
6 Months Ended
Dec. 29, 2012
Rescission Offer  
Rescission Offer

Note 19. Rescission Offer

 

During the first quarter of fiscal 2013, the Company discovered it inadvertently failed to register the offer and issuance of shares under its ESPP with the SEC for the last three years. As a result, certain purchasers of securities under the ESPP may have the right to rescind their purchases for an amount equal to the purchase price paid for the securities, plus interest from the date of purchase, limited to the unregistered shares purchased in the last twelve months and still held by the original purchasers, which is the applicable federal statute of limitations. These shares have always been treated as issued and outstanding for financial reporting purposes.

 

As of December 29, 2012, there were approximately 501,000 shares issued under the ESPP in the past twelve months and held by the original purchasers of such shares which may be subject to the recessionary rights, because the redemption features are not within the Company’s control. Of these, approximately 218,400 shares were originally purchased for $12.06 per share and the remaining shares were originally purchased for $9.35 per share. If holders of all of these shares had rescinded their purchases, the Company would be required to make aggregate payments of up to approximately $5.7 million, which includes estimated statutory interest. However, the actual impact to the Company’s cash position may be lower depending on the number of holders who accept the rescission offer and tender their shares. These shares were not reclassified out of permanent stockholder’s equity due to its immateriality. The Company also may be subject to civil and other penalties by regulatory authorities as a result of the failure to register these shares. The Company does not believe that the failure to register the shares or the planned rescission offer will have a material impact on its consolidated financial statements.

 

On January 29, 2013, the SEC declared effective the Company’s registration statement on Form S-3 for the ESPP shares eligible for the rescission offer, and the Company will make a rescission offer to eligible plan participants who purchased shares in the past twelve months.