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| RVP > SEC Filings for RVP > Form 8-K on 12-Jul-2012 | All Recent SEC Filings |
12-Jul-2012
Unregistered Sale of Equity Securities, Change in Directors or Princ
On July 10, 2012, Thomas J. Shaw exercised a portion of his stock option, causing Retractable Technologies, Inc. (the "Company") to issue 2,000,000 shares of Common Stock to him at an exercise price of $0.81 (aggregate consideration of $1,620,000). This transaction is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 because the Company is only offering the securities to one person pursuant to his Nonqualified Stock Option Agreement.
On July 10, 2012, the Board of Directors of the Company elected Mr. Walter O. Bigby, Jr. to replace Marwan Saker as an independent, Class 2 Director to serve until the election of the Class 2 Directors at the 2012 annual meeting. There are no arrangements or understandings between Mr. Bigby and any other persons pursuant to which he was selected as a Director. Mr. Bigby has been appointed to the Audit Committee. Mr. Bigby is not a party to any transaction described in Item 404(a) of Regulation S-K.
On July 11, 2012, the Company issued a press release, a copy of which is attached to this Form 8-K as Exhibit 99, announcing the declaration of a dividend to the Series I and II Class B Preferred Stock shareholders.
On July 10, 2012, the Board of Directors of the Company authorized a Common Stock repurchase plan (the "Plan"). Under the Plan, open market purchases of the Company's Common Stock may commence August 1, 2012 and may continue until August 1, 2014 at the latest. The Plan is structured to comply with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934. The Plan will be administered through an independent broker. The purchases under the Plan are subject to Rule 10b-18 limitations as well as certain price and market volume constraints specified in the Plan. Notwithstanding the terms of the Plan, the exact number of shares which may be purchased pursuant to the Plan is difficult to predict given the current market in the Company's Common Stock.
(d) Exhibits
99 Press release announcing the declaration of a dividend to the Series I and II Class B Preferred Stock shareholders.
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