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1 <br /> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued <br /> ADJUSTERS INTERNATIONAL, INC.AND SUBSIDIARIES <br /> December 31, 2016 and 2015 <br /> I <br /> NOTE I--PREFERRED STOCK AND STOCKHOLDERS' AGREEMENT <br /> AI has authorized 25,000 shares of Series.A Preferred stock. The stock is non-voting in nearly <br /> all cases except as required by law. Dividends are non-cumulative andmay be paid, at the <br /> Board's discretion, at an annual rate of 5% of the per share eahee,Zas defined by the <br /> agreement. Preferred stock dividends will be paid prior to the declared dividends on AI's <br /> Common stock. Each share of Preferred stock is convertible into ne share of Common stock <br /> upon any sale of substantially all of AI's assets, a merger, or dissolution. Upon occurrence of a <br /> repurchase event, as defined in the agreement, Al is obligated to-repurchase, and the stockholders <br /> 17,< -r <br /> Hare obligated to sell, the shares of Preferred stock at book value plus a premium of 10%. At <br /> December 31, 2016 and 2015, the price including the remium of 10% approximates $923 and <br /> $951 per share, respectively. In November 201 5,-AI's Board of Directors declared preferred <br /> I ($45.80 per share) dividends totaling $22,900. The dividends were paid in November 2015. AI's <br /> Board of Directors did not declare a dividend.n2016. <br /> Litt <br /> In 2016 AI, in connection with the Tidy Basin acquisition, issued to one of Tidal Basin's <br /> executives, 58 shares of Series A Preferred stock, having a market value of$50,000. There were <br /> no shares of Preferred stock issued�inn 5. <br /> * � <br /> I <br /> Q�9 <br /> I <br /> I <br /> I <br /> I <br /> -22- <br />' I <br />