To: Rick who wrote (10268 ) 5/21/1999 9:33:00 PM From: DEER HUNTER Read Replies (2) | Respond to of 11888
I'll just lay this one on out there for everyone to see...... what this is...is shark bait.... sooooo... I'll just let 'DARTH' Razor and his merry band of lieutenants have a field day with it...... it's inevitable...so lets just get it over with. The additional 100 million shares of Common Stock to be authorized would provide the Board with flexibility for future financial and capital requirements, for acquisitions, to facilitate efforts to obtain a strategic partner and financing for projects in Kazakstan and other desirable locations, and to facilitate the growth and expansion of the Company. The additional shares also would be available for stock options and other employee benefit plans, for stock splits and dividends, and for issuance upon conversion of its outstanding convertible debt securities. The Company does not currently have any plans, agreements or commitments or understandings for the issuance of additional shares of Common Stock, except upon exercise of outstanding warrants and options, pursuant to employee benefit plans, or upon conversion of outstanding debt securities. Depending on the circumstances, issuance of additional shares of Common Stock could affect the existing holders of shares by diluting the voting power of the outstanding shares. The shareholders do not have preemptive rights under the Articles of Incorporation and will not have such rights with respect to the additional authorized shares of Common Stock. Although the Company's Board of Directors does not consider the proposed amendment to the Company's Articles of Incorporation to be an antitakeover proposal, the ability to issue additional shares of Common Stock could also be used to discourage hostile takeover attempts of the Company. Among other things, the additional shares could be privately placed thereby diluting the stock ownership of persons seeking to obtain control of the Company, or the Board could adopt a stockholders' rights plan that would provide for the issuance of additional shares of Common stock in the event of certain purchases not approved by the Board of Directors. Although the Board of Directors has no current plans to propose measures to the Company's stockholders that may have the effect of discouraging takeovers, such measures may be proposed if warranted from time to time in the judgment of the Board of Directors. In addition, the Board of Directors may, from time to time, adopt other measures or enter into agreements that could have the effect of discouraging takeovers, but that do not require stockholder approval. Approval of this amendment to the Articles of Incorporation requires approval by a majority of the outstanding shares of Common Stock entitled to vote thereon. As a result, any shares not voted (whether by abstention, broker non-vote or otherwise) will have the same effect as a vote against the proposal. dh ps..... I know one thing for certain...I don't fear a hostile takeover of this company.... that was a doozy I must admit. whew!!!