DEF 14A MONDAY , MAY 02, 2005 07:55 AM
ABTG: Prxy; Directors; Shr Increase; Incentive Plan
The 2005 annual meeting of stockholders of AMBIENT CORPORATION (OTCBB: ABTG) will be held at 9:30 a.m., on June 10, 2005, at the Hyatt Regency Cambridge, located at 575 Memorial Drive, Cambridge, MA 02139-4896 to:
1. elect four directors of the Company to hold office until their respective successors shall have been duly elected and qualified;
2. amend the Certificate of Incorporation of the Company to increase the number of shares of common stock, par value $.001 per share, that the Company is authorized to issue from time to time from 300M to 350M shares and authorize the issuance, from time to time, of up to 5M of preferred stock, par value $.001, in one or more series;
3. increase the number of shares of Common Stock, reserved for issuance under the Company's 2000 Equity Incentive Plan from 15M to 25M shares;
4. increase the number of shares of Common Stock, reserved for issuance under the Company's 2002 Non-Employee Directors Stock Option Plan from 2M to 4M shares;
5. ratify the appointment of Rotenberg, Meril Solomon Bertiger & Guttilla, PC as independent public accountants of the Company for the year ending December 31, 2005; and
6. transact such other business as may properly come before the Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on April 28, 2005, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
