PROPOSAL 3APPROVAL OF AN AMENDMENT TO THE AMENDED
AND
RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
FROM 200,000,000 SHARES TO 300,000,000 SHARES
On March 27, 2019, our
board of directors approved, subject to stockholder approval, an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 200,000,000 shares to 300,000,000. Our Amended
and Restated Certificate of Incorporation, as amended on June 8, 2011 (the Restated Certificate of Incorporation), currently authorizes 200,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred
stock, par value $0.01 per share, of which shares of common stock and zero shares of preferred stock were outstanding as of April 2, 2019, the record date for our annual
meeting. The proposed Certificate of Amendment would not increase or otherwise affect the Companys authorized preferred stock. Our common stock is all of a single class, with equal voting, distribution, liquidation and other rights. The
additional common stock to be authorized by adoption of the amendment would have rights identical to our currently outstanding common stock.
A copy of the Certificate of Amendment to our Restated Certificate of Incorporation is attached as Exhibit A to this proxy statement. If our stockholders approve the proposal, subject to the discretion of
the board, we will file the Certificate of Amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as soon as practicable.
Purpose
Our Board of Directors believes that it is in the best interests
of the Company to increase the number of authorized shares of common stock in order to give the Company greater flexibility in considering and planning for potential business needs. The increase in the number of authorized but unissued shares of
common stock would enable the Company, without the expense and delay of seeking stockholder approval, to issue shares from time to time as may be required for proper business purposes.
We anticipate that we may issue additional shares of common stock in the future in connection with one or more of the following:
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financing transactions, such as public or private offerings of common stock or convertible securities;
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partnerships, collaborations and other similar transactions;
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our equity incentive plans;
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strategic investments; and
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other corporate purposes that have not yet been identified.
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At this time, we do not have any plans, commitments, arrangements, understandings or agreements regarding the issuance of common stock following the increase of our authorized shares. However, the
availability of additional shares of common stock for issuance is, in managements view, prudent and will afford us flexibility in acting upon financing transactions to strengthen our financial position and/or commercial partnership
opportunities that may arise.
As of March 15, 2019, a total of 138,715,675 shares of common stock were issued and
outstanding, zero shares of preferred stock were issued and outstanding and 19,388,452 options to purchase shares of our common stock were issued and outstanding. Additionally, 5,266,715 shares of common stock are reserved for future issuance under
our 2015 Amended and Restated Stock Incentive Plan, which we refer to as our 2015 Plan, and 1,533,241 shares of common stock are reserved for issuance under our 2006 Employee Stock Purchase Plan. We do not have any full value awards or warrants
outstanding as of March 31, 2019. Accordingly, out of the 200,000,000 shares of common stock authorized, 164,904,083 are issued or reserved for issuance and 35,095,917 authorized shares of common stock remain for future issuance.
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