SwingTrade Member Forum

[Stocks4John]

ONT
The Board of Directors has approved, and recommends to the stockholders for adoption, an amendment to the Company's Certificate of Incorporation, as previously amended, as set forth in Exhibit A hereto, that would increase the number of shares of Common Stock authorized for issuance from 100,000,000 to 140,000,000 shares.

The Board of Directors believes that an increase in the number of shares of authorized Common Stock as contemplated by this Proposal would benefit the Company and its stockholders by giving the Company the needed flexibility in its corporate planning and in responding to developments in the Company's business. Such flexibility might include, without limitation, the issuance and sale of Common Stock (i) as consideration, in whole or in part, for the acquisition of businesses or other assets, (ii) in connection with the exercise of options or warrants or the conversion of convertible securities, (iii) pursuant to any stock option plan or other benefit plan or employment agreement,
(iv) in public or private offerings as a means of obtaining additional capital for the Company's business, and (v) in connection with stock splits or dividends and other general corporate purposes. At this time the Board of Directors does not have any definitive plans for issuing any additional shares of Common Stock except in connection with the conversion of outstanding convertible securities. In connection with the Company's plan to pursue potential acquisitions of businesses or other assets, the Company recently announced its engagement of Navellier Dynamic Opportunities Fund, L.P., to assist it in identifying strategic acquisitions in the multimedia technology area that are expected to be accretive to earnings. The Company might pay for such acquisitions in whole or in part through the issuance of Common Stock. There can be no assurance that the Company will be able to locate and complete any such acquisitions on terms acceptable to it, or at all, or that such acquisitions will be accretive to earnings. At current stock price levels, an acquisition financed in whole or in part by the issuance of Common Stock or an equity financing likely would require the Company to issue more shares of Common Stock than are currently authorized under the Certificate of Incorporation. As of the Record Date, an aggregate of 74,398,560 shares of Common Stock were issued and outstanding and an aggregate of 24,387,440 shares of Common Stock were reserved for issuance upon the exercise of options and warrants or the conversion of preferred stock.