This is why we are going lower before we move back up! (1) to increase the number of authorized shares of the Company’s Common Stock from 50,000,000 shares to 500,000,000 shares (the “Increase in Authorized Common Stock”);
(2) to reduce the par value of the Company’s Preferred Stock from $10.00 per share to $0.01 per share (the “ Decrease in Preferred Stock Par Value”); and
(3) to approve and adopt the Company’s 2014 Stock Incentive Plan (the “2014 Stock Plan”).
On June 10, 2014, the Board approved the Increase in Authorized Common Stock, the Decrease in Preferred Stock Par Value and the 2014 Stock Plan, subject to Stockholder approval. The Majority Stockholders approved the Increase in Authorized Common Stock, the Decrease in Preferred Stock Par Value and the 2014 Stock Plan by written consent in lieu of a meeting on June 18, 2014. Accordingly, your consent is not required and is not being solicited in connection with the approval of the foregoing.
Pursuant to Rule 14c-2 promulgated under the Exchange Act, the earliest date that the Increase in Authorized Common Stock, the Decrease in Preferred Stock Par Value and the 2014 Stock Plan can become effective is twenty calendar days after this Information Statement is first sent or given to the Stockholders. In addition, the Increase in Authorized Common Stock and the Decrease in Preferred Stock Par Value will not become effective until we file the Certificate of Amendment to our Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware after the twenty calendar day period has elapsed. A form of the Certificate of Amendment is attached to this Information Statement as Annex A.
We are furnishing this Information Statement to Stockholders in satisfaction of the notice requirement under Section 228 of the Delaware General Corporation Law (“DGCL”). No additional action will be undertaken by us with respect to the receipt of written consents, and no dissenters’ rights with respect to the receipt of the written consents are afforded to Stockholders as a result of the approval of the Increase in Authorized Common Stock, the Decrease in Preferred Stock Par Value and the 2014 Stock Plan.
This Information Statement is being mailed to Stockholders on or about August 6, 2014.
