To: cutiger who wrote (1807 ) 5/31/1998 7:14:00 PM From: Mark S. Schroeder Respond to of 2278
AUTHORIZATION OF REVERSE STOCK SPLIT The proposal is to authorize the Company to effect a 1 for 10 reverse stock split of the Company's Common Stock. It would provide that upon the authorization of the action, that each ten (10) issued and outstanding shares of Common Stock will be automatically converted into one (1) new share of Common Stock, par value $0.001 (the "New Common Stock"). The number of authorized shares and the par value designation of the Common Stock will be unaffected by this proposal. The rights and privileges of the holders of Common Stock will be substantially unaffected by this proposal, and each Stockholder's percentage ownership interest in the Company, proportional voting power and other rights will remain unchanged by this proposal. The Company presently is authorized under the Articles of Incorporation to issue 100,000,000 shares of Common Stock, and, as of May 7, 1998, 41,872,787 shares of Common Stock were issued and outstanding. The Reverse Split would reduce the number of issued and outstanding shares of New Common Stock to approximately 4,187,279. The shares of Common Stock currently issued and outstanding, together with shares reserved for issuance pursuant to options, warrants and/or convertible securities, represent approximately 49.4% of the Company's authorized Common stock. The Reverse Split will not affect the Company's retained deficit, and Stockholders' equity will remain substantially unchanged. The Company's Common Stock is presently being traded on the NASD Electronic Bulletin Board. REASONS FOR THE REVERSE SPLIT. The Board of Directors believes that the Reverse Split is advisable and in the best interests of the Company and its Stockholders primarily for the reasons set forth herein. The current estimated fair market value of the Common Stock before giving effect to the Reverse Split is $0.20 per share. The Reverse Split is intended to establish the market price of the New Common Stock in a more traditional range for companies of equivalent size. The Board of Directors believe that a higher per share market price would make the New Common Stock more attractive to a broader range of investors and may encourage greater interest in the New Common Stock by securities analysts. Furthermore, the Board believes that a reverse split will enable the Company to more effectively participate in raising equity capital and in building the asset base of the Company.