Terayon's latest SEC filing:
sec.gov
In one place it reads:
Subsequent to February 14, 2000, Rogers Communications exercised warrants to purchase 2,000,000 shares of Common Stock resulting in a net issuance of 1,843,809 shares of Common Stock.
This is their entire position. Since they turned their warrants into shares, how do we find out if they sold?
DEFS14A:
[LOGO OF TERAYON COMMUNICATION SYSTEMS]
2952 Bunker Hill Lane
Santa Clara, CA 95054
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 11, 2000
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TO THE STOCKHOLDERS OF TERAYON COMMUNICATION SYSTEMS, INC.:
Notice is hereby given that a Special Meeting of Stockholders of Terayon Communication Systems, Inc., a Delaware corporation (the "Company"), will be held on Tuesday, April 11, 2000 at 2:00 p.m. local time at the Company's headquarters at 2952 Bunker Hill Lane, Santa Clara, California 95054 for the following purpose:
To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock from 45,000,000 to 200,000,000 shares.
Santa Clara, California March 16, 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO
ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN
YOUR NAME.
TERAYON COMMUNICATION SYSTEMS, INC.
2952 Bunker Hill Lane
Santa Clara, CA 95054
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PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 11, 2000
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INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of Terayon Communication Systems, Inc., a Delaware corporation (the "Company"), for use at a Special Meeting of Stockholders to be held on Tuesday, April 11,
2000, at 2:00 p.m. local time (the "Special Meeting"), or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Special Meeting. The Special Meeting will be held at the Company's headquarters at 2952 Bunker Hill Lane, Santa Clara, California 95054. The Company intends to mail this proxy statement and accompanying proxy card on or
about March 16, 2000, to all stockholders entitled to vote at the Special Meeting.
Solicitation
The Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Common Stock beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by directors, officers or other regular employees of the Company. No additional compensation will be paid to directors, officers or other regular employees for such services.Voting Rights and Outstanding Shares
Only holders of record of Common Stock at the close of business on March 13, 2000 will be entitled to notice of and to vote at the Special Meeting. At the close of business on March 13, 2000, the Company had outstanding and entitled to vote 28,911,824 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one vote for each share held on all matters to be voted upon at the Special Meeting. All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Abstentions will be counted towards the tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether a matter has been approved.Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing with the Secretary of the Company at the Company's headquarters, 2952 Bunker Hill Lane,
Santa Clara, California 95054, a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the meeting and voting
in person. Attendance at the meeting will not, by itself, revoke a proxy.
Stockholder Proposals
The deadlines for submitting a stockholder proposal or a nomination for director for the Company's 2000 annual meeting of stockholders have already passed. The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2001 annual meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange Commission is January 12, 2001. The deadline for submitting a stockholder
proposal or a nomination for director that is not to be included in such proxy statement and proxy is the close of business on a date no earlier than February 11, 2001 and no later than March 13, 2001. Stockholders are also advised to
review the Company's Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.
PROPOSAL
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has adopted, subject to stockholder approval, an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the Company's authorized number of shares of Common Stock from
45,000,000 shares to 200,000,000 shares.
The additional Common Stock to be authorized by adoption of the amendment would have rights identical to the currently outstanding Common Stock of the Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common Stock of the Company, except for effects incidental to increasing the number of shares of the Company's Common Stock outstanding, such as dilution of the
earnings per share and voting rights of current holders of Common Stock. If the amendment is adopted, it will become effective upon the filing of a Certificate of Amendment of the Company's Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware.
In addition to the 28,911,824 shares of Common Stock outstanding at March 13, 2000, the Board has reserved an aggregate of 6,968,854 shares for issuanceupon exercise of options and rights granted under the Company's stock option
and stock purchase plans, and 36,159 shares for issuance upon exercise of warrants outstanding.
There are no outstanding shares of Preferred Stock. The Board of Directors is currently authorized, without the vote of the stockholders, to provide for the issuance of up to 5,000,000 shares of Preferred Stock in one or more series
and, with respect to each series, to establish the number of shares, to fix the rights, preferences and privileges of the shares within each series, to determine the limitations on the shares within each series and to increase or
generally decrease the number of shares of each series.
The Board desires to have such shares of Common Stock available to provide additional flexibility to use its capital stock for business and financial purposes in the future. The additional shares of Common Stock may be used
without further stockholder approval for various purposes including, without limitation, declaring a stock dividend, raising additional capital, providing equity incentives to employees, officers or directors, establishing strategic
relationships with other companies and expanding the Company's business or product lines through the acquisition of other businesses or products.
The Board is considering using the additional shares of Common Stock to declare a stock dividend to be issued on all outstanding shares of the Company's Common Stock. The objective of the stock dividend would be to proportionately lower the market price of the Company's Common Stock. Such
lower price would be expected to increase the liquidity and broaden the marketability of the Company's Common Stock. In addition, a stock dividend would enable the Company to provide its employees and consultants with more attractive equity-based incentive packages and therefore would allow the Company to more easily attract and retain qualified employees and consultants. The Board has not made a final
determination as to effecting a stock dividend and may decide, in the best interests of the Company and due to market conditions or otherwise, not to effect such a dividend. Therefore, no assurances can be given that the Board will determine to effect any stock dividend even if this Proposal is adopted. Other than the possibility of effecting a stock dividend, the Board does not have any current intentions for the use of the additional shares of CommonStock.
The additional shares of Common Stock that would become available for issuance if the proposal were adopted could also be used by the Company to oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further stockholder approval, the Board could strategically sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor the current
Board. Although this proposal to increase the authorized Common Stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that approval of proposal could facilitate future efforts by the Company to deter or
prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.
The affirmative vote of the holders of a majority of the shares of Common Stock will be required to approve this amendment to the Company's Amended and Restated Certificate of Incorporation. As a result, abstentions and broker non-
votes will have the same effect as negative votes. |
