L2v: Registered stock is not included in the number of outstanding shares until they have been issued. With certain exceptions, any company that wants to offer or sell securities to the public must register with the SEC. These shares were previously registered with the SEC using Form S-8 -- For Securities to Be Offered to Employees Pursuant to Employee Benefit Plans. Since this registration was for a specific purpose, when the plan was terminated, the registration was also terminated.
As previously commented, the reason for the termination was probably due to lack of employee participation and changes in requirements. I doubt that there was any consideration of a hostile takeover when making the decision to terminate and withdraw the registration.
fter reading magilla's ref post had to ask myself why IDCC would want to close down the Employee Stock Purchase Plan at this point in time?? Hmmm,...
Best thought so far is that it would make sense to eliminate those 846,000 "registered, but non voting" shares from the total outstanding when/if there was concern that a hostile takeover could be looming on the horizon. Maybe it's part of an early stage "battle stations" drill before making a decision to trigger the rights explosion defense that is defined in the firm's "poison pill" provisions is what I'm saying.
Guessing the IDCC BOD would only put that defense into force after a hostile bid actually materialized, but IMO it makes sense that they would take steps to harden their defenses ahead of a potential threat. Never boring around here!
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