In the real world, no. I haven't received my proxy statement yet, so I'm not sure about the dates, but if the meeting is on the 20th, and the stockholders approve the increase in the authorized capital stock (to accommodate the split) at the meeting, the filing of the certificate of amendment of the certificate of incorporation could be made prior to the close of business on the 20th (depending on the time of the meeting, Delaware or wherever Q is incorporated being three hours later than Sorrento), making the authorization effective on that date. But you need days to deliver instructions to DTC and for DTC to adjust its participants' accounts, the certificates have to be delivered to DTC, the re-org department of the houses have to gear up, so likely the split shares don't show up in your account for 10 or 15 days--so the 30th is not unreasonable--that would be quick.
As to authorizing a split greater than 4:1, what, I think Q is seeking authorization for 3 billion shares--is that right? If so, 4X194million would leave you plenty of room to authorize a higher split count, e.g., 5 or 6:1. But it (a higher split ratio) won't happen because of shareholder initiatives, only if management so decides: the proxy asks stockholders for their proxy to instruct management to vote on the order of business on the agenda, i.e., the increase in authorized capital stock. Since this is an extraordinary meeting to vote on a specific matter, there won't be any other business on the agenda (the proxy would have to specify) and I don't think Delaware law permits you to add items to the agenda of an extraordinary meeting. In any event, its not the stockholders' determination--its management's.
Steve |
