From JM on corp board:
At approximately 4:05 pm today, we filed a preliminary 14A (proxy statement) covering a special shareholder’s meeting to be held on March 6, 2002.
The purpose of this meeting is to have shareholders vote on an increase in authorized shares from 80 million to 200 million.
The reasons for this increase are set out in the following excerpts from the proxy:
“The Board of Directors believes that the increase in the number of authorized shares of Common Stock at this time will provide the Company with the flexibility to execute its business plan by having an adequate number of authorized but unissued shares of Common Stock available to facilitate potential acquisitions, business combinations, stock dividends, stock options, stock splits, recapitalizations, equity financings and other general corporate purposes, without the expense or delay attendant in seeking stockholder approval at any special or annual meeting (except as may be required by law or by any stock exchange or over-the-counter market on which the Company's securities may then be listed).”
“The failure to approve the proposal will limit the Company’s ability to finance its working capital needs and may prevent the Company from executing business activities and initiatives proposed by management and approved by the Board of Directors. If this proposal is approved, prior to any issuance of equity securities, the Board of Directors will consider factors including, among others, management’s proposed initiative, the then current market price of the Common Stock, the proposed offering price of the equity securities, the potential dilution to Company stockholders, the working capital needs of the Company, and the terms and availability of alternative sources of financing.”
“The Company currently has no arrangements or understandings for the issuance of the additional shares of Common Stock to be authorized by the proposed Amendment.”
Regards,
John |
