Mike;
Here is the filing. Let me know what you think:
Shares of Common Stock, $.01 par value, of the Company ("Common Stock")
represented by proxies in the accompanying form which are properly executed and
returned to the Company (and which are not effectively revoked) will be voted at
the meeting in accordance with the stockholders' instructions contained therein.
In the absence of contrary instructions, shares represented by such proxies will
be voted IN FAVOR OF the election as directors of the nominees listed herein, IN
FAVOR OF Proposal 1 to approve the Company's 2000 Stock Incentive Plan (the
"Incentive Plan"), IN FAVOR OF Proposal 2 to approve the Company's Management
Incentive Plan (the "MIP"), IN FAVOR OF Proposal 3 to approve the amendment of
the Company's Certificate of Incorporation to increase the number of authorized
shares from 75,000,000 shares to 150,000,000 shares, and in the discretion of
the appointed proxies, upon such other business as may properly be brought
before the meeting.
APPROVAL OF AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 75,000,000 SHARES
TO 150,000,000 SHARES.
At the Annual Meeting, the holders of the Company's Common Stock will be
asked to consider and vote upon an amendment (the "Charter Amendment") to
Article Fourth of the Restated Certificate of Incorporation of the Company (the
"Restated Certificate") as described below. If adopted, the Charter Amendment
will increase the number of authorized shares of the Company's Common Stock from
75,000,000 shares to 150,000,000 shares.
As of March 10, 2000, there were outstanding shares of Common
stock, options to purchase Common Stock, stock units that
will convert into Common Stock, and $115 million of Convertible Subordinated
Notes convertible into 4,791,667 shares of Common Stock.
Purpose and Effect of the Amendment. The Board of Directors believes that
it is desirable to increase the number of authorized shares of Common Stock in
order to ensure that the Company has a sufficient number of authorized but
unissued shares of Common Stock available in order to provide the flexibility
needed to split the stock if future conditions should warrant or to use the
stock for future expansion, by acquisition or otherwise, of the Company's
activities if opportunities should become available. In addition, the
availability of the additional authorized shares of Common Stock will permit the
Company to take advantage of market conditions for the sale of additional Common
Stock, or convertible securities to raise funds for acquisitions or general
corporate purposes if future conditions should warrant such sale and will insure
that the Company can continue to use stock to motivate and compensate its
employees.
The proposed increase in the number of authorized shares of Common Stock
will not alter the rights of the holders on Common Stock. Neither the presently
authorized shares of Common Stock nor additional shares of Common Stock that may
be authorized pursuant to the Charter Amendment carry preemptive rights.
Further, an increase in the number of authorized shares will not have a dilutive
effect on the value of each shareholder's Common Stock -- only the actual
issuance of additional Common Stock could have such an effect.
Tom
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