Regarding # of Shares Oustanding..........voting shares as of May....for Annual stockholder's Meeting in July.... 111,212,016
Also:
PROPOSAL 4
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
(the "Amended and Restated Certificate")to increase the Company's authorized
number of shares of Common Stock from 150,000,000 shares to 250,000,000 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 the currently outstanding Common
Stock and Series B and C Preferred 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 the voting rights of
current holders of Common Stock. If the amendment is adopted, it will become
effective upon filing of a Certificate of Amendment of the Amended and Restated
Certificate with the Secretary of State of the State of Delaware.
In addition to the 106,169,861 shares of Common Stock outstanding at March
31, 1997, the Board has reserved: (i) 9,000,000 shares for issuance upon
exercise of options and rights granted under the Plan, (ii) approximately
10,000,000 shares of Common Stock issuable upon conversion of all of the Series
B Preferred Stock, any payments of dividends on any outstanding shares of Series
B Preferred Stock in Common Stock and upon exercise of warrants currently held
by, or subsequently issued to, GFL Advantage Fund Limited and Genesee Fund
Limited -- Portfolio B, (iii) approximately 17,000,000 shares of Common Stock
issuable upon conversion of all of the Series C Preferred Stock and any payments
of dividends on any outstanding shares of Series C Preferred Stock in Common
Stock, (iv) approximately 2,600,000 shares of Common Stock issuable upon
conversion of the Company's 5 1/4% Convertible Subordinated Debentures, (v)
450,000 shares of Common Stock for issuance upon future option grants under the
1996 Non-Employee Directors' Stock Option Plan, and (vi) approximately 337,500
shares of Common Stock issuable upon the exercise of warrants currently held by
Lunenberg S.A., Silicon Valley Bank and Wharton Capital Corporation.
Although at present the Board of Directors has no other plans to issue
additional shares of Common Stock, it desires to have such shares available to
provide additional flexibility to use its capital stock for business and
financial purposes in the future. The additional shares may be used, without
further stockholder approval, for various purposes including, without
limitation, raising 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 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 this 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.
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