DESCRIPTION OF CAPITAL STOCK
The following is a summary description of the terms of our common stock and preferred stock. It may not contain all the information that is
important to you. For additional information, you should look at our amended and restated articles of incorporation, as amended, and our amended and restated
by-laws,
copies of which are on file with the SEC
as exhibits to periodic reports previously filed by us. See Where You Can Find More Information About Us and Incorporation by Reference.
General
Our authorized capital stock
consists of 77,000,000 shares of common stock, par value $0.01 per share, 5,000,000 shares of Class A preferred stock, par value $0.01 per share, and 15,000 shares of Class B preferred stock, par value $0.50 per share. As of
October 24, 2017, there were 53,208,489 shares of our common stock outstanding and no shares of our preferred stock outstanding.
The
outstanding shares of our common stock are fully paid and
non-assessable,
and any shares of common stock or preferred stock issued in an offering pursuant to this prospectus, any shares of common stock or
preferred stock issuable upon the exercise of warrants issued in an offering pursuant to this prospectus and any shares of common stock issued in connection with the obligations of a holder of rights to purchase our common stock issued in any
offering pursuant to this prospectus, when issued in accordance with their terms, will be fully paid and
non-assessable.
Common Stock
Each prospectus supplement
for the offer of shares of our common stock will set forth the number of shares offered, the public offering price, information regarding our dividend history and common stock prices as reflected on the NASDAQ Capital Market or other exchange on
which the common stock is then listed, including a recently reported last sale price of our common stock.
Dividend Rights.
Subject to limitations under Wisconsin law and the rights of any outstanding shares of preferred stock, holders of our common stock are
entitled to ratably receive dividends or other distributions when and if declared by our board of directors out of funds legally available for that purpose.
Voting Rights.
Each outstanding share of
our common stock is entitled to one vote per share held of record on all matters to be voted upon by shareholders, including the election of our directors and other corporate matters. At a meeting of shareholders at which a quorum is present, for
all matters other than the election of directors, a matter is approved if the votes cast favoring the matter exceed the votes cast opposing the matter unless the matter is one upon which a different vote is required by our amended and restated
articles of incorporation, as amended, our amended and restated
by-laws
or the Wisconsin Business Corporation Law. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. There is no cumulative voting with respect to the election of directors or any other matter. Under the Wisconsin Business Corporation Law, the affirmative vote of shareholders holding at least
two-thirds
of the shares entitled to vote is generally required to approve (i) a merger to which we are a party, (ii) the sale, lease, exchange or other disposition of all or substantially all of our
assets, (iii) an amendment to our amended and restated articles of amendment, as amended, which requires a shareholder vote, and (iv) our dissolution.
Liquidation, Dissolution or Winding Up.
If we liquidate, dissolve or wind up, subject to the rights of any outstanding shares of preferred stock, the holders of our common stock are
entitled to share ratably in all assets legally available for distribution to our shareholders after the payment of all of our debts and other liabilities.
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