Stock Option Activity
In 2005, the Board of Directors adopted a combined incentive and nonqualified stock option plan for employees, consultants, suppliers and directors. On October 9, 2006 the Board of Directors authorized an increase in shares available for grant from 2 million to 4 million, subject to stockholder approval. The stock option plan has never been approved by the shareholders and stock option grants are considered non-statutory.
On May 10, 2010, the Board of Directors authorized to Ron Erickson or his designee the grant of non-qualified options to purchase 3,000,000 shares of the company’s common stock at $0.15 per share. The non- qualified stock option grant vests quarterly over two years and expires in ten years.
On June 8, 2010, the Board of Directors granted Mr. Kruse and Mr. Waddle, executives at TransTech, options to purchase 300,000 and 200,000 shares, respectively, of the company’s common stock. The awards were granted at the price of $0.09 per share, the bid price on the date the TransTech acquisition documents were approved. In accordance with the 2005 stock option plan, the stock option grants vest quarterly over three years and expire in ten years.
On September 21, 2010, Peter Ettinger forfeited a stock option grant for 75,000 shares of the company’s common stock.
There are currently 4,735,000 options to purchase common stock at $.288 per share outstanding at September 30, 2010 under the 2005 stock option plan. The company recorded $152,053 and $139,787 of compensation expense, net of related tax effects, relative to stock options for the year ended September 30, 2010. As of September, 2010, there is approximately $287,472 of total unrecognized costs related to employee granted stock options
that are not vested. These costs are expected to be recognized over a period of approximately three years.
Seaside 88 Advisors, LLC Stock Purchase Agreement
On December 23, 2010, Visualant, Inc., entered into a securities purchase agreement with Seaside 88 Advisors LLC, pursuant to which Seaside agreed to purchase restricted shares of the company’s common stock from time to time over a twelve-month period, provided that certain conditions are met.
Under the terms of the agreement, the company has the right to sell and issue to Seaside restricted shares of the company’s common stock over a twelve-month period commencing on the closing date. Visualant will be entitled to sell shares each month during the following twelve months, subject to certain conditions and limitations. With respect to each subsequent closing, Visualant will not be obligated to sell any of its common stock to Seaside at a price lower than $0.25 per share, and Seaside’s beneficial ownership of the company’s common stock will not exceed 4.99%. Seaside is not permitted to short sale the company’s common stock.
Visualant has agreed to pay Seaside’s legal fees and expenses in the amount of $25,000 for the initial closing, and $2,500 for each subsequent closing. Visualant also has agreed to pay 7.0% in finder’s fees (to be paid in connection with each draw down) and issue 10,113 common stock warrants exercisable at $0.21395 per share.
The agreement may be terminated by Seaside (i) upon written notice to the company if the initial closing has not been consummated on or before December 31, 2010; or (ii) upon written notice to the company, if at any time prior to the final subsequent closing the company consummates a financing to which Seaside is not a party.
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