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Technology Stocks : Ultratech Stepper -- Ignore unavailable to you. Want to Upgrade?

To: J. M. Blackburn who wrote (2338)	4/10/1998 5:56:00 AM
From: Justa Werkenstiff	Read Replies (3) \| Respond to of 3696

All: From the above filing: "The additional authorized shares may be used for acquisitions of businesses, product lines or technologies which complement or expand the Company's current business and will also allow the Company to have Common Stock available for issuance in connection with any future designation and issuance of preferred stock convertible into Common Stock, equity financings, stock dividends or distributions, issuance of options pursuant to the Company's 1993 Stock Option/Stock Issuance Plan and issuances of Common Stock pursuant to the Company's Employee Stock Purchase Plan without further action by the stockholders. The additional Common Stock would be available for issuance by the Board from time to time without future action by the stockholders, unless such action were specifically required by applicable law or rules of any stock exchange or quotation system on which the Company's securities may then be listed. The proposed increase in the authorized number of shares of Common Stock could have a number of effects on the Company's stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law or the rules of any stock 5 <PAGE> exchange or quotation system on which the Company's securities may then be listed) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company. Similarly, the issuance of additional shares to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. In addition, an issuance of additional shares by the Company could have a dilutive effect on the potential realizable value of a stockholder's investment. In the absence of a proportionate increase in the Company's earnings and book value, an increase in the aggregate number of outstanding shares of the Company caused by the issuance of the additional shares would dilute the earnings per share and book value per share of all outstanding shares of the Company's Common Stock. If such factors were reflected in the price per share of Common Stock, the potential realizable value of a stockholder's investment could be adversely affected. The Common Stock carries no preemptive rights to purchase additional shares."