Sunday, April 09, 2006 1:11:45 PM
As others have pointed out, we are required to file a registration statement on or before July 1 for the common shares into whch the Series C convertible preferred are convertible. That accounts for the need to call a shareholders' meeting in the very near future: to get an authorization for the extra shares that we need to register but that are not yet authorized.
Then there are the other questions: OK, so we need to authorize some new shares to satisfy our obligations, but we don't need to authorize 4 billion new shares, half a billion would easily do it. And we don't need an Annual Shareholders' Meeting for this authorization, a Special Shareholders Meeting would be enough.
Last question first: Management has to call some kind of shareholders' meeting to authorize new shares. Rather than call a Special Shareholders' Meeting (which means they would still have to have an Annual Shareholders' Meeting later this year), they call the Annual Shareholders' Meeting now and kill two birds with one stone. Now they don't have to worry about another shareholders' meeting or seeing the shareholders again for at least 12 months.
Now the big question: Why 4 billion new shares? Well, one answer might be that they don't want to have to increase the authorized again for a long, long time. They want to be able to "seize the day" and issue more shares to acquisition targets when and as needed, without having to go back to the shareholders on a regular basis. Another contributing factor might be concern about control: the more authorized shares they have at their disposal, the more likely it is that they can maintain control as more and more - and bigger - players become shareholders. Third, and the least likely (but still plausible) answer: there's something in the oven and they need more authorized shares to finish it and put it on the table.
Your guess is as good as mine.
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