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SEC Filings

10-Q
INCONTACT, INC. filed this Form 10-Q on 11/09/2016
Entire Document
 

 

One of the conditions to consummating the Merger is that no injunction or other order prohibiting or otherwise preventing the consummation of the Merger shall have been issued by any governmental entity of competent jurisdiction in the United States.  Consequently, if any of the plaintiffs in these lawsuits or in any other subsequently filed similar lawsuit is successful in obtaining an injunction preventing the parties from consummating the Merger, such injunction may prevent the Merger from being completed in the expected timeframe, or at all.

We have obligations under certain circumstances to hold harmless and indemnify our directors and officers against judgments, fines, settlements and expenses related to claims against such directors and officers and otherwise to the fullest extent permitted under Delaware law and our bylaws and certificate of incorporation. Such obligations may apply to the current lawsuits and any other potential litigation. However, an unfavorable outcome in any lawsuit related to the Merger could prevent or delay the consummation of the Merger and result in substantial costs to us. 

We will incur significant costs in connection with the Merger, whether or not it is consummated.

We will incur substantial expenses related to the Merger, whether or not it is completed. Payment of these expenses by us as a standalone entity would adversely affect our operating results and financial condition and would likely adversely affect our stock price.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of Securities

Stock repurchases for the three months ended September 30, 2016, were as follows (in thousands, except per share data):

 

Period

 

Total number of shares  purchased

 

 

Average price per share

 

 

Total number of shares purchased

as part of publicly announced plans

or programs

 

 

Maximum number of  shares that may yet be purchased under the plans or programs

 

July 1 - 31, 2016(1)

 

 

26

 

 

$

9.43

 

 

 

-

 

 

 

-

 

August 1 - 31, 2016(2)

 

 

1

 

 

$

11.42

 

 

 

-

 

 

 

-

 

September 1 - 30, 2016(3)

 

 

8

 

 

$

13.92

 

 

 

-

 

 

 

-

 

Total shares repurchased

 

 

35

 

 

 

 

 

 

 

-

 

 

 

-

 

 

(1)

In July 2016, we received 17,500 shares of our common stock from employees for the settlement of the employees’ payroll tax obligation of $243,000 associated with the lapsing of the selling restriction of a restricted stock award. We received 8,300 shares of our common stock from employees as a result of the cancelation of a restricted stock award upon termination of employment.

(2)

In August 2016, we received 900 shares of our common stock from employees for the settlement of the employees’ payroll tax obligation of $13,000 associated with the lapsing of the selling restriction of a restricted stock award. We received 200 shares of our common stock from employees as a result of the cancelation of a restricted stock award upon termination of employment.

(3)

In September 2016, we received 7,500 shares of our common stock from employees for the settlement of the employees’ payroll tax obligation of $105,000 associated with the lapsing of the selling restriction of a restricted stock award.

 

35