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Technology Stocks : CustomTracks Corporation (CUST) -- Ignore unavailable to you. Want to Upgrade?

To: Kevin Podsiadlik who wrote (1997)	8/16/1999 11:20:00 PM
From: Jerry Salem	Read Replies (1) \| Respond to of 2514

175 million is a lot of shares. Proposal 3. Amendment to the Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock CustomTracks presently has authorized for issuance 30 million shares of common stock, par value $0.01 per share. The Board of Directors has approved and recommends that the stockholders of CustomTracks adopt an amendment to CustomTracks' Articles of Incorporation to increase the number of authorized shares of common stock from 30 million to 175 million shares. As of June 30, 1999, there were approximately 15.3 million common stock shares outstanding and an additional approximately 5.7 million shares reserved for issuance in connection with CustomTracks' stock option plans and options held by third parties, for a total of approximately 21 million shares. This would leave approximately 9 million common stock shares available for future uses. Although the Board of Directors has no present plans, arrangements, understandings or commitments to issue the additional authorized shares of common stock if this proposal is adopted, the proposed increase in authorized shares will provide CustomTracks with the capability and flexibility in its capital structure for investments and acquisitions, stock splits or stock dividends, stock option and other stock based incentive plans, future financings, using stock options to compensate third-party consulting and software development firms, and for other general corporate purposes. Accordingly, the Board believes that the proposed amendment to increase the number of authorized shares of common stock should be approved. If this proposal is approved by the stockholders, an amendment to CustomTracks' Articles of Incorporation will be filed to effect the increase in the number of authorized shares of common stock as promptly as practicable. The number of authorized shares of CustomTracks' preferred stock would remain unchanged as a result of this proposal. Authorized but unissued shares of CustomTracks' common stock may be issued at such times, for such purposes and for such consideration as the Board of Directors may determine to be appropriate. No further authorization by vote of the stockholders will be solicited for the issuance of the additional shares of common stock proposed to be authorized, except as might be required by law, regulatory authorities or rules of NASDAQ or any stock exchange on which CustomTracks' shares may then be listed. The additional shares of common stock to be authorized will have the same status as presently authorized common stock. The stockholders do not have any right to purchase or subscribe for any part of any new or additional issuance of CustomTracks' securities. To the extent that the additional authorized shares are issued in the future, they would decrease the existing stockholders' relative percentage ownership in CustomTracks. The proposed increase in authorized shares of common stock is not intended to impede a change in control of CustomTracks, and CustomTracks is not aware of any current efforts to acquire control of CustomTracks. However, it is possible that the additional shares could be issued as a means of preventing or discouraging an unsolicited change in control of CustomTracks. The issuance of additional shares could be used to dilute the ownership of anyone seeking to gain control of CustomTracks or could be placed with an entity opposed to a change in control. Management has no present intention to propose any anti- takeover measures in future proxy solicitations. The affirmative vote of the holders of at least two-thirds of the outstanding shares of common stock, in person or by proxy, is required to approve the proposal to amend CustomTracks' Articles of Incorporation to increase the number of authorized shares of common stock from 30 million to 175 million. THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE ADOPTION OF THIS AMENDMENT TO CUSTOMTRACKS' ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

To: Kevin Podsiadlik who wrote (1997)	8/17/1999 8:33:00 AM
From: gringodoc	Read Replies (1) \| Respond to of 2514

>>The Board of Directors has approved and recommends that the stockholders of CustomTracks adopt an amendment to CustomTracks' Articles of Incorporation to increase the number of authorized shares of common stock from 30 million to 175 million shares<< Obviously this is a very proactive firm. They just want to be prepared for a 10 for 1 split when that price target of 230 is hit <g>! And increased float does cosmetic wonders for EPS when that figure is negative... Here's another article on e-credit cards: informationweek.com