US GLOBAL NANOSPACE INC filed this PRE 14C on 01/20/2004.
ACTION 1
AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
The Board of Directors and the consenting stockholder unanimously adopted and approved an amendment to US Global’s Amended and Restated Certificate of Incorporation to increase the authorized common stock from 100,000,000 to 300,000,000 shares and to increase the authorized preferred stock from 1,000,000 to 10,000,000 shares, which is referred to as the “Authorized Shares Amendment.” The text of the Authorized Shares Amendment is attached hereto as Exhibit A. Currently, US Global has 100,000,000 shares of common stock authorized, of which 86,839,680 shares are issued and outstanding as of the record date. No shares of the authorized preferred stock are issued and outstanding a s of the record date.
The Authorized Shares Amendment will be implemented by filing the Second Amendment to Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of Delaware. Once US Global files the Amendment, it will have 213,160,320 shares of authorized but unissued common stock available for issuance and 10,000,000 shares of authorized but unissued preferred stock.
Reason for Amendment
The unissued shares of common and preferred stock will be available for issuance from time to time as may be deemed advisable or required for various purposes, including the issuance of shares in connection with financing or acquisition transactions, the issuance of shares in connection with stock splits or stock dividends and the issuance or reservation of common stock for equity awards to employees, officers, and directors.
The Authorized Shares Amendment was not adopted as a result of management’s knowledge of any specific effort to accumulate US Global’s securities or to obtain control of US Global by means of a merger, tender offer, solicitation in opposition to management or otherwise. As of the date of this Information Statement, US Global’s charter and bylaws contain no provisions having an anti-takeover effect, the adoption of the Authorized Shares Amendment is not part of a plan by management to adopt a series of such amendments, and management does not intend to propose other anti-takeover measures.
Effect of the Proposal/Advantages and Disadvantages
The Authorized Shares Amendment will permit US Global’s Board of Directors to authorize the issuance of shares without the necessity and related costs and delays of either calling a special stockholders’ meeting or waiting for the regularly scheduled annual meeting of stockholders in order to increase the authorized capital.
However, the availability of additional authorized and unissued shares of common and preferred stock could make any attempt to gain control of US Global or the Board more difficult, costly or time consuming and the availability of additional authorized and unissued shares might make it more difficult to remove management. Although the Board currently has no intention of doing so, shares of common stock or preferred stock could be issued by the Board to dilute the percentage of common stock owned by a significant stockholder and increase the cost of, or the number of, voting shares necessary to acquire control of the Board or to meet the voting requirements imposed by Delaware law with respect to a merger or other business combination involving US Global. |
