To: Gurupup who wrote (792 ) 1/12/1998 10:42:00 PM From: JanyBlueEyes Respond to of 5736
Stock Split Info - Clips From Form PRES14A Filed W/Sec 1/12/97 This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of CHROMATICS COLOR SCIENCES INTERNATIONAL, INC. (the "Company"), a New York corporation, for use at the Special Meeting of Shareholders of the Company (the "Meeting") which will be held at the offices of the Company at 5 East 80th Street, New York, New York 10021, on Friday, February 13, 1998, at 10:00 A.M. , and at any adjournments or postponements thereof. .......Darby Simpson Macfarlane , who is Chief Executive Officer, Assistant Treasurer and a member of the Board, possesses in the aggregate the power to vote approximately 1,970,813 shares of the outstanding voting stock of the Company (representing approximately 18.6% of the shares entitled to vote at the Meeting)............ Mrs. Macfarlane has advised the Company that she intends to vote all of the shares which she is entitled to vote in favor of each proposal presented at the Meeting . .....The approximate date on which this Proxy Statement and the enclosed form of proxy will first be sent or given to shareholders is January 22, 1998 . ......Shareholders of record of the Common Stock and the Class A Preferred Stock at the close of business on December 26, 1997 shall be entitled to one vote for each share then held. On such date, there were outstanding 9,188,738 shares of Common Stock and 1,380,000 shares of Class A Preferred Stock. The Board has unanimously approved, and recommends to the shareholders the approval of, an amendment to the Company's Certificate of Incorporation to effect a three-for-two forward split of each of the outstanding shares of Common Stock of the Company (the "Stock Split") on the terms described below. If the shareholders of the Company approve the amendment to effect the Stock Split, the Company currently intends to file a Certificate of Amendment of the Company's Certificate of Incorporation......... which provides for, among other things, the Stock Split, with the Secretary of State of the State of New York promptly following such approval. As a result of the Stock Split...........each holder of record of a certificate for one or more shares of Common Stock as of the Stock Split Record Date shall be entitled to receive.........one and one-half shares of Common Stock for each share of Common Stock represented by the certificate, and any fractional shares resulting will be rounded up to the next whole share. Accordingly.......holders of record of shares of Common Stock on the Stock Split Record Date will be entitled to receive one additional share of Common Stock for every two shares of Common Stock held on such date. Until so surrendered, the outstanding stock certificates as of the date of filing of Charter Amendment IV will represent such additional shares issuable pursuant to the Stock Split.Purpose and Effect of the Proposed Stock Split The purpose of the Stock Split is to increase the marketability and liquidity of the Common Stock through greater availability of shares for purchase and sale and a wider distribution among a larger number of shareholders . The Board and management believe that an increase in the number of shares outstanding, along with the anticipated lower trading price per share, would encourage and facilitate trades in the Common Stock which would, it is believed, establish a more liquid market in the Common Stock and result in a wider distribution of the Common Stock . Although it is not possible to predict the precise impact the Stock Split would have on the trading price of the Company's Common Stock, the Stock Split would reduce the per share trading price of the Common Stock, but not necessarily in the same proportion as the increase in the number of outstanding shares. As of the record date of the Meeting, there were outstanding approximately 9,188,738 shares of Common Stock. Immediately after the effectiveness of the Stock Split ...........the Company would have outstanding approximately 13,783,107 shares of Common Stock . All existing rights of shareholders and the relative ownership position of each shareholder would remain unchanged by the Stock Split. The Common Stock is authorized for quotation on the Nasdaq SmallCap Market. The new shares of Common Stock to be issued as a result of the Stock Split will be included in the Company's listing on the Nasdaq SmallCap Market.