Potential Anti-Takeover Effect
SEC rules require disclosure and discussion of the effects of any proposal that could be used as an anti-takeover device. If approved, the Certificate of Amendment,
through the Authorized Share Reduction, would reduce the number of authorized shares of Common Stock by the same ratio as the Reverse Stock Split. Accordingly, this proposal is not expected to have an anti-takeover effect as it would if our
authorized shares were not being proportionately reduced.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in the Certificate of Amendment, except to the
extent of their ownership in shares of our Common Stock and securities exercisable for or convertible into our Common Stock. As described above, these shares and securities would be subject to proportionate adjustment in accordance with the terms of
the Reverse Stock Split.
No Going Private Transaction
Notwithstanding
the decrease in the number of shares of Common Stock issued and outstanding or held in treasury following the proposed Reverse Stock Split, the Board does not intend for this transaction (if effected) to be the first step in a going private
transaction within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended.
Material U.S.
Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of certain U.S. federal income tax consequences of the proposed Reverse
Stock Split to the company and to its U.S. stockholders that hold Common Stock as a capital asset for U.S. federal income tax purposes (U.S. Holders). This summary is based on laws, regulations, rulings and decisions in effect on the
date hereof, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. In addition, this summary is for general information only and does not discuss consequences which may apply to special classes of
taxpayers under the Code, including, without limitation, holders of preferred stock or warrants, holders who are dealers in securities or foreign currency, foreign persons, insurance companies, tax-exempt
organizations, banks, financial institutions, broker-dealers, holders who hold Common Stock as part of a hedge, straddle, conversion or other risk reduction transaction, or who acquired Common Stock pursuant to the exercise of compensatory stock
options or otherwise as compensation.
No opinion of counsel or ruling from the Internal Revenue Service (the IRS) has been or will be sought with
respect to the matters discussed herein. ACCORDINGLY, STOCKHOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISOR WITH RESPECT TO THEIR PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.
Tax Consequences to the Company
No gain or loss generally would be
recognized by the company solely as a result of the Reverse Stock Split. The Reverse Stock Split is intended to be treated as a tax-deferred recapitalization under Section 368(a)(1)(E) of the
Code that is not part of a plan to increase any stockholders proportionate interest in the assets or earnings and profits of the company. In addition, the Reverse Stock Split is not expected to affect the companys ability to utilize net
operating loss carryforwards. The remainder of the discussion assumes the Reverse Stock Split would qualify as a recapitalization.
Tax Consequences to U.S.
Holders of Common Stock
No gain or loss generally would be recognized by a stockholder upon such stockholders exchange, or deemed exchange, of shares of
Common Stock for a reduced number of shares of Common Stock
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