To: PLeaps who wrote (1336 ) 5/12/2000 1:57:00 AM From: pat mudge Read Replies (1) | Respond to
Do you know if the additional shares that were authorized will be used in this acquisition or is it still possible for the stock to split? sec.gov The Board of Directors on March 23, 2000, adopted a resolution proposing that the Restated Certificate of Incorporation be amended to increase the authorized number of shares of capital stock to two hundred eighty-one million (281,000,000) shares of which two hundred eighty million (280,000,000) shares shall be Common Stock and one million (1,000,000) shares shall be Preferred Stock, subject to stockholder approval of the amendment. The acquisition agreement provides for a $31.25 million cash payment and the issuance of approximately 10.2 million shares of SDL, Inc. stock, based on the May 9, 2000 SDL closing stock price, in exchange for all of the stock of PIRI; the exact number of shares will not be determined until closing. Completion of the transaction is subject to customary closing conditions, including government and regulatory approval, and is expected to close by the end of the second quarter. The transaction, excluding acquisition-related charges and amortization of intangible assets, is expected to be accretive from the date of closing.
