Appears that our board is considering a stock split after the next AGM.
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The board of directors has voted to recommend to the stockholders that PRI
amend its articles of organization to increase the number of authorized shares
of common stock from 50,000,000 to 75,000,000 shares.
As of January 20, 2000, there were 22,780,837 shares issued and outstanding
and approximately 4,554,634 shares reserved for future issuance pursuant to
outstanding options to purchase common stock. Additional authorized and unissued
shares of common stock may be issued from time to time by vote of the board of
directors for such corporate purposes as it determines to be necessary or
desirable, including:
- stock splits and stock dividends;
- raising capital through the sale of stock; and
- acquiring businesses through the exchange of stock.
The number of authorized and unissued shares now available limits our
ability to pursue certain strategic options. For example, we presently have too
few shares available to effect a stock split, even if the board determined that
a split would be a desirable corporate action. We presently have no commitments
or agreements to effect a stock split, or to issue any additional shares of
common stock except pursuant to outstanding options. However, the board of
directors considers the authorization of additional shares of common stock
advisable to ensure prompt availability of shares should an appropriate occasion
arise.
Without this authorization, we would generally have to incur the delay and
expense of a meeting of stockholders and proxy solicitation to authorize the
issuance of stock for specific transactions. Of course, Massachusetts law,
Nasdaq rules, or our by-laws or articles of organization may still require a
vote of stockholders for certain transactions, for example, a large acquisition.
If authorized, the additional shares of common stock would have the same
rights and privileges as the currently outstanding shares of common stock. The
increase in authorized shares will not affect the terms, or the rights of the
holders, of outstanding shares of common stock.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
PROPOSAL TO AMEND THE ARTICLES OF ORGANIZATION. |
