Redeemable Convertible Preferred Stock and Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

14.  Redeemable Convertible Preferred Stock and Stockholders’ Equity

The Company’s Board of Directors approved a comprehensive restructuring plan, see Note 3 – Plan of Restructuring for further details.

During 2013 and 2012, the Board of Directors did not declare any quarterly cash dividends on the Company’s Common Stock.

Shares of the Company’s Common Stock reserved for future issuance in connection with convertible securities and stock option plans were 361,860 and 641,560 at December 31, 2013 and 2012, respectively.

As part of the Company’s restructuring plan, on November 14, 2011 the Company completed the sale of an aggregate of $8.3 million of Series A Convertible Preferred Stock, see Note 3 – Plan of Restructuring for further details.  Upon the filing of our Amended and Restated Certificate of Incorporation subsequent to the authorization of additional shares of Common Stock by the Company’s stockholders at the 2012 Annual Meeting, these shares of Series A Convertible Preferred Stock converted into 833,000 shares of Common Stock.

At the Company’s annual meeting of stockholders held on October 2, 2013, the Company sought stockholder approval of, among other things, the approval of certain amendments to the Company’s amended and restated certificate of incorporation granting the Company’s board of directors the discretion to (a) effect a reverse stock split by a ratio of up to 1-for-1,000, with the exact ratio to be determined by our Board of Directors in its sole discretion, followed by a forward stock split by a ratio of up to 50-for-1, with the exact ratio to be determined by our Board of Directors in its sole discretion, and (b) reduce the Company’s authorized Common Stock.

On October 7, 2013, the Company disclosed that the above-referenced actions were approved by the requisite vote of the Company’s stockholders.  On October 18, 2013, the Company disclosed that the Company’s board of directors approved the filing of amendments to the Company’s amended and restated certificate of incorporation to effect a 1-for-1,000 reverse stock split of the Common Stock immediately followed by a 40-for-1 forward stock split of the Common Stock (the “Amendments”).

On October 25, 2013, the Company filed the Amendments with the office of the Delaware Secretary of State, which each have an effective date of October 29, 2013.  As a result, every 1,000outstanding shares of Common Stock was exchangeable into 1 share of Common Stock.  Any stockholder who owned a fractional share of Common Stock after the reverse stock split was cashed out.  Immediately following the reverse stock split, the Company effected a 40 for 1 forward stock split.  As of the conclusion of the forward stock split, every 1outstanding share of Common Stock became exchangeable into 40 shares of Common Stock.  As a result of the foregoing, stockholders with less than 1,000 shares of Common Stock in any one account immediately prior to the Effective Date have had these shares cancelled and converted to the right to receive cash based upon the closing market price of such shares at the end of business on Friday, October 25, 2013, which was $0.29 per share.  All of the share and per share amounts noted in these financial statements and Form 10-K reflect the effect of the reverse and forward stock splits unless otherwise noted.  Lastly, as a result of the filing of the Amendments, the Company’s authorized Common Stock was reduced to 10,000,000 shares as of the Effective Date.

During 2013 and 2012, certain board members deferred payment of their fees. In lieu of a cash payment, certain board members and former board members have agreed to receive restricted shares of Common Stock of the Company or a combination of cash and restricted shares of Common Stock of the Company, which such restricted shares shall contain a legend under the Securities Act of 1933 and shall not be transferable unless and until registered or otherwise in accordance with applicable securities laws. Certain of these restricted shares were issued in December 2013.

On February 16, 2010, the Board granted Mr. J.M. Allain, the Company’s new President and Chief Executive Officer, 2,000 shares of restricted Common Stock from treasury shares which vested 50% after one year and the remaining 50% after two years.  The Company recorded stock compensation expense over the vesting period, including $3,000 for the year ended December 31, 2012.

Accumulated other comprehensive loss is comprised of $3,401,000 and $4,877,000 of unrecognized pension costs at December 31, 2013 and 2012, respectively, and $773,000 and $998,000 of unrealized foreign currency translation gains at December 31, 2013 and 2012, respectively.