To all ATCT shareholders:
I received the following e-mails from Scott Guffey of ATCT today.
I don't want to influence anyone's vote (hell, anyone who reads this
thread knows where I stand), but I would like shareholders to be as
well-informed as possible before voting. So, please read:
Date: 98-06-15 11:39:13 EDT
From: GuffeyS@atct.com (Guffey, Scott (Irving))
To: phlailers@aol.com ('phlailers@aol.com')
Phil -
I appreciate your efforts to clear up confusion on the number of shares to
be outstanding after the merger. For the record (and you can post this):
* ATC currently has 21.5 million shares outstanding and 3.3 million
shares subject to exercise of options and rights and conversion of preferred
stock (i.e., 3.3 million common stock equivalents) but has 27.5 million
shares authorized. The great majority of companies have more shares
authorized than they have outstanding because they may need the shares in
the future to:
* Be used in an offering of shares to the public (with proceeds used
to, say, retire debt), OR
* Be used to make further acquisitions, OR
* Meet the requirements of incentive stock option plans, OR
* Meet the requirements of employee stock option plans
* Shares authorized but not issued are not outstanding. ATC will
issue 34.2 million shares to IQI's shareholders and optionholders in the
Merger such that IQI share- and optionholders will hold 57.5% of the
combined company. Therefore, there will be 55.7 million shares (59.6
million if all ATC options are immediately exercised) outstanding after the
Merger. If the Merger is approved, 100 million shares will be authorized
but less than 60 million will be outstanding.
* If you vote no to the additional authorized shares you are voting no
to the Merger since there are currently not enough authorized and as yet
unissued shares to complete the transaction (i.e., there are only 6 million
when the Merger will require 34.2 million).
* All current trades of ATCT stock are in the secondary market (i.e.,
trades of existing stock as opposed to previously unissued stock offered in
a public offering of primary shares). ATC receives no money when you buy
ATCT stock through your broker and no new stock has been issued or created
when you do so.
* Over 12,000 copies of the Proxy Statement were shipped to brokers on
June 1 and June 2. If you are just now receiving it, the delay is by your
brokerage not ATC.
Regards,
Scott D. Guffey
Date: 98-06-15 11:57:09 EDT
From: GuffeyS@atct.com (Guffey, Scott (Irving))
To: phlailers@aol.com ('phlailers@aol.com')
Phil -
I meant to include this on my earlier message. I have seen several posts on
SI and Yahoo! which say:
<< I would assume that the board has already locked in the needed votes to
pass the merger.>>
This is most assuredly NOT true. Keep in mind that there are over 12,000
retail holders of ATC stock. And remember: A vote against the additional
authorized shares proposal is fundamentally a vote against the Merger since
there would not be enough shares authorized to complete the Merger terms.
Please do vote your proxy shares and keep in mind that you can change your
vote if you have already voted (see p.7 of the Proxy).
Thanks,
Scott Guffey
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