I was able to locate the following link to SEC-Edgar:
edgar-online.com
It appears to be the same document that I received by mail today.
A few excerpts:
" The Board of Directors has approved and recommends to the Company's stockholders that they consider and approve the proposed amendment of the Company's Articles of Incorporation to increase the number of authorized shares from 16,666,666 shares of common stock, $.003 par value ("Common Stock"), to 40,000,000 shares of Common Stock. If the proposed amendment is approved by the Company's stockholders, Article Fourth of the Company's Articles of Incorporation, as amended, would read in its entirety as follows:
FOURTH:
(a) The total number of shares of all classes of stock which the Company shall have authority to issue is 40,000,000 shares of common stock, $.003 par value per share ("Common Stock")."
.....
" Currently the Company has authorized 16,666,666 shares of Common Stock. Absent the waiver of exercise rights, the aggregate number of shares issued and reserved for issuance would exceed the number of authorized shares of Common Stock. Accordingly, the Board of Directors has determined that the Company needs to increase the number of authorized shares of Common Stock.
The Board of Directors believes that the proposed increase in the number of authorized shares of Common Stock is in the best interests of the Company and its stockholders. The proposed increase in the number of authorized shares of Common Stock will give the Company greater flexibility by allowing shares of Common Stock to be issued by the Board of Directors without the delay and expense of a special meeting of stockholders. For example, the Board of Directors may deem it appropriate to make either a private or public offering of the Company's Common Stock in order to raise funds for working capital or other purposes, or the Common Stock may be issued to finance possible future acquisitions. The Common Stock may also be used for distributions to the Company's stockholders in the event of a stock dividend or stock split or for distribution pursuant to employee benefit plans. However, the Company does not currently have any specific plans to pursue any of the foregoing, except that the Company is actively seeking to raise capital through a private offering of equity and or debt securities, and the Company may issue additional shares of Common Stock (and/or securities convertible into or exchangeable for additional shares of Common Stock), in connection with any such financing."
.....
"If the proposed amendment is adopted, the authority of the Board of Directors to issue the newly authorized but unissued shares of Common Stock might be considered as having the effect of discouraging an attempt by another person or entity to effect a takeover or otherwise gain control of the Company, because the issuance of additional shares of Common Stock would dilute the voting power of the Common Stock then outstanding.
The authority of the Board of Directors to issue additional shares of Common Stock could be used by the Board of Directors in a manner calculated to prevent the removal of management and make more difficult or discourage a change in control of the Company." |
