Another R/S coming
October 17, 2016
To our Stockholders:
We are soliciting your consent to authorize our board of directors to (i) effectuate, in its discretion, an amendment to our Certificate of Incorporation, as amended, to effectuate a reverse stock split (the “Reverse Stock Split”) of our issued and outstanding common stock, par value $0.005 per share, by a ratio of no less than one-for-one hundred (such that for every one hundred shares issued and outstanding prior to such split one share will remain after such split) and no more than one-for-four hundred (such that for every four hundred shares issued and outstanding prior to such split one share will remain after such split) at any time prior to June 30, 2017, with possible special treatment (if approved by our board of directors) for certain of our stockholders to preserve round lot holders if so authorized by our board of directors. The Reverse Stock Split will be effected by filing a Certificate of Amendment to Certificate of Incorporation with the Secretary of State of the State of Delaware. Our board of directors unanimously approved the Reverse Stock Split on September 28, 2016, and deemed it advisable to seek stockholder approval of the Reverse Stock Split, as required under Delaware General Corporation Law. Our board has decided to seek the written consent of stockholders through a consent solicitation process rather than holding a special meeting of stockholders, in order to eliminate the costs and management time involved in holding a special meeting. We had anticipated holding an Annual Meeting of Stockholders in September 2016; however, due to our efforts to conserve our cash resources, we have determined to not hold an Annual Meeting in 2016 and will revisit this issue as soon as our economic circumstances permit in 2017. We have established the close of business on October 6, 2016 as the record date for determining stockholders entitled to submit written consents. Stockholders holding a majority of our common stock, outstanding as of the close of business on the record date must vote in favor of the Reverse Stock Split for the Reverse Stock Split to be approved by stockholders.
