To All Shareholders:
NOTICE IS HEREBY GIVEN that the removal of the Company's entire board of directors, including, but not limited to, Virgil L. Sandifer, and the election of three new directors to serve for one year or until their successors are duly elected, will be taken pursuant to written consent of shareholders holding a majority of the outstanding voting stock of the Company ("Majority Shareholders"), dated as of November 16, 2009, in lieu of a special and annual meeting of the shareholders. Such action will be taken on or about January 12, 2010.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of 200,000,000 shares of Common Stock, of which 36,046,321 shares were issued and outstanding. Holders of Common Stock of the Company have no preemptive rights to acquire or subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each matter submitted to the shareholders for a vote. However, since shareholders holding at least a majority 53% of the voting rights of all outstanding shares of Common Stock as of November 16, 2009, have, by their written consent, voted in favor of the removal of the Company's entire board of directors, including, but not limited to, Virgil L. Sandifer, and the election of three (3) new directors to serve for one year or until their successors are duly elected, no other shareholder votes or consents will be solicited or considered in connection with this Information Statement.
While the above actions have been approved by a majority of our outstanding shares in accordance with Delaware General Corporation Law, the rules of the Securities and Exchange Commission provide that the above actions cannot take effect until at least 20 days after this Information Statement has first been sent to our shareholders. We anticipate that the actions contemplated hereby will be effected on or about the close of business on January 12, 2010.
The entire cost of furnishing this Information Statement will be borne by the consenting shareholders. We will request brokerage houses, nominees, custodians, fiduciaries and other similar persons to forward this Information Statement to the beneficial owners of the Company's voting securities and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to shareholders pursuant to Section 222 of the Delaware General Corporation Law.
AI
