To: Anthony Ettipio who wrote (8037 ) 7/3/2000 12:22:31 AM From: Don Lloyd Read Replies (1) | Respond to of 10309 Anthony - [[Here's an entry from the Yahoo Board. Should we agree with luvwind's assessment?]] Hardly. As you likely are aware, AUTHORIZATION of shares does NOT dilute share ownership, only ISSUANCE of shares, directly or indirectly, does that. The poster is likely aware of this as well, but it can't be assumed. A partial list of events that MAY require the authorization of additional shares possibly followed by issuance includes: 1. Acquisition of other companies for stock. 2. Sale of convertible debt or issuance of stock warrants. 3. Granting of employee or other stock options. 4. Needed stock for possible future stock splits. 5. Needed stock for issuance to stockholders as part of a poison pill anti-takeover defense. The first four of these have already occurred in the past, at one time or another. Dealing with these all first as a group, it is just silly to talk about voting against the authorization of additional shares against the wishes of management. If you do not have confidence in the management, the proper vote is the one done with your feet, selling your shares. 1. and 2. probably would serve the same purpose, only under different circumstances. Management has made it clear that it intends to make further acquisitions as it deems fit. Hopefully, these acquisitions will return value for value, even after allowing for dilution. 3. The granting of employee options is simply a requirement of doing business in a world where the required skilled labor is both scarce and fussy. 4. It seems likely there is little objection to future stock splits. 5. It is rare to see a takeover these days with a premium of as much as 50% over current prices. This means that a takeover defense is helping to prevent a buyout for less than $60 per share, even if the stock is not taken much lower in a market event. I personally do not see a 50% premium as justifying the risk inherent in this stock. Holding this stock is only justified by a much larger return, IMO. This means that, as a shareholder, no remotely possible buyout offer would be adequate under current conditions. Regards, Don