TRAC filing Fri:
To: +AJ Berger (635 )
From: +appro
Saturday, Jan 8 2000 9:36PM ET
Reply # of 639
Track Data prepares to authorize more shares.
freeedgar.com
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
This information statement is provided by the Board of Directors of Track Data
Corporation, a Delaware corporation, in connection with a proposed stockholder
action by written consent to authorize and approve an amendment to the
Company's Certificate of Incorporation to increase the authorized Common Stock
to 300,000,000 shares of $.01 par value Common Stock.
Stockholdings representing approximately 73% of the total outstanding votes of
all issued and outstanding Common Stock of the Company have consented to the
proposal and are sufficient to take the proposed action. The Board of Directors
does not intend to solicit any proxies or consents from any other stockholders in
connection with this action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
The Company's principal executive office address is 95 Rockwell Place, Brooklyn,
New York, 11217. This Information Statement will be mailed to the Company's
stockholders on or about January ___, 2000.
PROPOSAL CONCERNING INCREASE IN NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK
The Board of Directors has adopted a proposal declaring advisable an
amendment to the Company's Certificate of Incorporation to increase the number
of authorized shares of Common Stock of the Company to 300,000,000 shares of
Common Stock, with a par value of $.01 per share (the "Proposed Stock
Amendment"). The form of the Proposed Stock Amendment is attached hereto as
Exhibit A.
At December 15, 1999, the authorized Common Stock of the Company consisted
of 75,000,000 shares of Common Stock, par value $.01 per share. As of December
15, 1999, 62,830,088 shares of Common Stock were outstanding. In addition, as
of December 15, 1999 an aggregate of 7,145,964 shares of Common Stock were
reserved for issuance upon: (i) exercise of options granted or which may be
granted under the Company's Stock Option Plans (6,422,632 shares); and (ii)
exercise of various other outstanding warrants and options (723,332 shares). The
Board of Directors proposed to increase the number of its authorized shares of
Common Stock in order to be able to have adequate Common Stock available to
meet its current obligations to issue Common Stock and in order to utilize equity
issuances in future financings and acquisitions and for stock dividends or splits.
If the Proposed Stock Amendment is adopted by the Company's stockholders, the
additional shares of Common Stock would be issuable at any time and from time
to time, by action of the Board of Directors without further authorization from the
Company's stockholders, except as otherwise required by applicable law or rules
and regulations to which the Company may be subject, to such persons and for
such consideration (but not less than the par value thereof) as the Board of
Directors determines. Holders of Common Stock of the Company have no
preemptive rights to acquire or subscribe to any of the additional shares of
Common Stock.
Issuance of additional Common Stock, directly or upon exercise of warrants or
options, would have a dilutive effect on the voting power of the outstanding
Common Stock of the Company. Depending upon the number of shares of the
Company's Common Stock issued and the amount of any additional consideration
to be paid upon the conversion of any shares of Preferred Stock, if and when
issued, into shares of Common Stock (if the Board of Directors affords conversion
privileges for Preferred Stock) and the relationship thereof to the book value of
the Common Stock, it is possible that issuance of any of the Common Stock,
either directly or upon conversion of any Preferred Stock, could have a dilutive
effect on stockholders' equity in the Company.
CONSIDERATIONS
--------------
If the Proposed Stock Amendment is not approved, the Company will have a
limited number of authorized shares of Common Stock available for future use by
the Company. The Company's management believes that the authorization of the
additional shares of Common Stock are in the best interests of the Company and
its stockholders so that sufficient shares will be readily available for use, if
feasible, in acquisitions, in raising additional capital and for grants as
incentives to employees, officers, directors and consultants of the Company, as
well as for stock dividends or splits.
From time to time the Company may consider acquisitions or other transactions
which may require the issuance of shares of Common Stock. The Company's
management believes that the increase in the number of authorized shares of
Common Stock is in the best interests of the Company and its
stockholders since additional shares of Common Stock will be available for use, if
feasible, in acquisitions and in raising additional capital and will provide the
Company with the flexibility of having a broader choice in the type and number of
equity securities available to it for the above and other corporate purposes.
Due to the Board of Directors' discretion in connection with the issuance of
additional shares of Common Stock and in connection with the issuance and the
relative rights and preferences of the Preferred Stock, such as its ability to cause
the Common Stock or Preferred Stock to be issued in a private placement or to
determine the convertibility of the Preferred Stock, it may, under certain
circumstances, possess timing and other advantages in responding to a tender
offer or other attempt to gain control of the Company, which may make such
attempts more difficult and less attractive. For example, issuance of additional
shares would increase the number of shares outstanding and could necessitate the
acquisition of a greater number of shares by a person making a tender offer and
could make such acquisition more difficult since the recipient of such
additional shares may favor the incumbent management. Moreover, these
advantages, including the right to grant voting powers to the holders of the
Preferred Stock, gives the Board of Directors the ability to provide any such
holders with a veto power over actions proposed to be taken by the holders of the
Company's Common Stock. This could have the effect of insulating existing
management from removal even if it is in the best interest of the common
stockholders. Management of the Company is not aware of any existing or
threatened efforts to obtain control of the Company.
APPROVAL REQUIRED
The approval of a majority of the outstanding stock entitled to vote will be
necessary to approve the proposed amendment. As discussed above, the
Company's Board of Directors has obtained written consent for the amendment to
the Certificate of Incorporation from Mr. Barry Hertz, Chairman, CEO and
principal stockholder of the Company with voting authority for stock representing
approximately 73% of the votes of the Company's outstanding Common Stock.
The Board of Directors does not intend to solicit any proxies or consents from any
other stockholders in connection with this action.
<<<<<<<<<<<<<<<<<<<<<<<<<<< |
