All: From the above filing:
"The additional authorized shares may be used for
acquisitions of businesses, product lines or technologies which complement or
expand the Company's current business and will also allow the Company to have
Common Stock available for issuance in connection with any future designation
and issuance of preferred stock convertible into Common Stock, equity
financings, stock dividends or distributions, issuance of options pursuant to
the Company's 1993 Stock Option/Stock Issuance Plan and issuances of Common
Stock pursuant to the Company's Employee Stock Purchase Plan without further
action by the stockholders. The additional Common Stock would be available for
issuance by the Board from time to time without future action by the
stockholders, unless such action were specifically required by applicable law or
rules of any stock exchange or quotation system on which the Company's
securities may then be listed.
The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law
or the rules of any stock
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exchange or quotation system on which the Company's securities may then be
listed) in one or more transactions that could make a change in control or
takeover of the Company more difficult. For example, additional shares could be
issued by the Company so as to dilute the stock ownership or voting rights of
persons seeking to obtain control of the Company. Similarly, the issuance of
additional shares to certain persons allied with the Company's management could
have the effect of making it more difficult to remove the Company's current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. In addition, an issuance of additional shares by the
Company could have a dilutive effect on the potential realizable value of a
stockholder's investment. In the absence of a proportionate increase in the
Company's earnings and book value, an increase in the aggregate number of
outstanding shares of the Company caused by the issuance of the additional
shares would dilute the earnings per share and book value per share of all
outstanding shares of the Company's Common Stock. If such factors were reflected
in the price per share of Common Stock, the potential realizable value of a
stockholder's investment could be adversely affected. The Common Stock carries
no preemptive rights to purchase additional shares."
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