<<<check out BTIM SEC filing dated 4/16---seems as though BTIM is doubling their outstanding shares>>
<< for an acquisition>> or other things..
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AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED NUMBER OF COMMON SHARES
The Board of Directors has approved an amendment to the Company's Articles of Incorporation to increase the number of authorized Common Shares from 25,000,000 shares to 40,000,000. The purpose of this amendment is to give the Company the flexibility to raise additional capital through the issuance of additional shares, and to obtain and maintain the services of consultants by issuing warrants to purchase Common Shares. Common Shares could also be issued in connection with the acquisition of another business or business assets or technology. There are presently 9,935,579 Common Shares issued and outstanding. An additional 1,020,000 Common Shares are reserved for issuance under outstanding warrants, and 1,165,500 Common Shares are reserved for issuance under the Company's 1992 Employee Stock Option Plan.
Although the Company has no present plan, arrangement or commitment to issue or sell any Common Shares for cash or in connection with the acquisition of any business, assets or technology, the Board of Directors believes that it is in the best interest of the Company and its shareholders to have a sufficient number of authorized but unissued shares available for issuance in the future for such purposes or other opportunities that may come along. It is likely that the sale of Common Shares will be the principal means by which the Company will raise additional capital until such time as it is able to generate earnings sufficient to finance its operations.
At the last Annual Meeting, the Company's shareholders approved an amendment increasing the authorized number of Common Shares from 5,000,000 to 25,000,000. However, during October 1998, the Company issued 6,553,386 Common Shares as a stock dividend. As a result, the Board of Directors believes that the Company has an insufficient number of authorized but unissued Common Shares available for the Company's future financing needs.
The approval of the amendment of the Company's Articles of Incorporation requires the affirmative vote of the holders of a majority of the issued and outstanding Common Shares.
The Board of Directors Recommends A Vote "FOR" the
Approval of the Amendment to the Articles of Incorporation
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cheers
tim |
