LOL correction, the split is 47.214457 to 1 and I believe in the form of a dividend again.
-------------
PROPOSAL II
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF COMMON STOCK
On November 30, 2000, the Board of Directors approved an amendment (the
"Stock Amendment") to the Company's Articles of Incorporation to increase the
authorized shares of Common Stock of the Company from 75,000,000 to 750,000,000.
Stockholders are being asked to approve the Stock Amendment at the Special
Meeting.
The Articles of Incorporation currently authorize the issuance of an
aggregate of 75,000,000 shares of Common Stock, $.01 par value. As of November
30, 2000, 8,449,523 shares of the Common Stock were issued and outstanding.
The principal purpose of the Stock Amendment is to give the Company greater
flexibility in its financial affairs by making 675,000,000 additional shares of
Common Stock available for issuance by the Company in such transactions and at
such times as the Board of Directors considers appropriate, whether in public or
private offerings, as stock splits or dividends or in connection with mergers
and acquisitions or otherwise. The Company's stockholders may or may not be
given the opportunity to vote on such transactions, depending on the nature of
the transaction, applicable law and the judgment of the Company's Board of
Directors regarding the submission of such transactions to a vote of the
Company's stockholders. Pending the approval of the increase of authorized
shares as described in this Proposal II, the Board of Directors has approved a
stock dividend in the nature of a stock split pursuant to which each holder of
Common Stock will be given 47.214457 additional shares of Common Stock for each
share of Common Stock presently held by such holder. The Board does not intend
to seek stockholder approval for this stock dividend.
The additional shares of Common Stock authorized for issuance pursuant to the
Stock Amendment will have all of the rights and privileges which the presently
outstanding shares of Common Stock possess. Neither the increase in authorized
shares nor the subsequent stock dividend will affect the terms, or rights of
holders of existing shares of Common Stock. All outstanding shares of Common
Stock would continue to have one vote per share on all matters to be voted on by
the stockholders, including the election of directors. Holders of Common Stock
have no preemptive or conversion rights and are not subject to further calls or
assessments by the Company. Because stockholders do not have preemptive rights,
the interests of existing stockholders may (depending on the particular
circumstances in which additional capital stock is issued) be diluted by any
issuance of the proposed additional shares of Common Stock. |
