Two items:
1. I spoke with Jack this morning about the upcoming shareholder meeting which confirmed my thoughts as well. So this is an fyi for any of those who would like to go next May. The meeting (as noted) is at the attorneys office in downtown Philly. There IS a specific agenda for this meeting (as noted in the Sch 14) link provided by ryman. The meeting typically lasts only about 15-20 minutes to get through the agenda. Usually, or it is rare, that individual shareholders show up, not because they are not invited or wanted, but usually because it is easier to vote by proxy statement as opposed to show up and vote (travel, timing, etc). The votes are taken and basically the meeting is over, as everyone has work to get back to. If you do show up to vote, you must be prepared to prove who you are AND that you are a shareholder. Lastly, this is not a forum for any kind of audience (shareholder Q&A) session.
Number 2 is a post I made on the ymb regarding the Schedule 14A and potential additional shares the BOD is recommending a "yea" vote on:
The purposes to increase the share count are for flexibility related to the following:
• to acquire and/or license proprietary rights to products;
• to acquire and/or license proprietary rights to promising candidates for development into commercially successful pharmaceutical products and technologies;
• to attract and retain the services of qualified persons to assist in the development of such pharmaceutical products and technologies; and
• in connection with any future equity financings of the Company.
And to do so, without the expense and delay associated with obtaining stockholder approval of an amendment to the Company’s Certificate of Incorporation at the time of such action.
I think there is too much emphasis being put on the separate follow up paragraph regarding what the additional shares would NOT be used for but is included as ‘boilerplate’ language. But the ‘proposed increase’ COULD enable the BOD to make it more difficult or discourage an attempt by someone or entity to gain CONTROL of the Company. To me this is simply a potential “firewall” that could be used. They are covering all their bases. To clarify the “intended” use of more shares further, they again say what the intent is NOT for and that is for “an anti-takover-related purpose OR “to frustrate” an attempt.
“The increase in the number of authorized shares of common stock has not, however, been proposed for an anti-takeover-related purpose and we have no knowledge of any current efforts to obtain control of the Company or to effect large accumulations of our common stock. This Proposal No. 3 is not part of any plan by the Company to adopt a series of amendments to its Certificate of Incorporation or Bylaws so as to render the takeover of the Company more difficult. Moreover, we are not submitting this Proposal No. 3 to enable us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on the Board of Directors.
Lets say that we all pool our shares together and form an S Corp and call it “Retail Antares Group, (RAG Inc)”. And by so doing, we realize we have enough shares to gain a controlling interest and what to put someone on the BOD to influence how things are done. And we would want to do that because we think we can influence the decisions and run the company better than the current Phd’s, Doctors, Executives with years of pharmaceutical experience under their belts. We would rather have plumbers, electricians, chefs, landscapers, engineers, nurses, real estate brokers, barbers and hair stylists run the show. THAT’S what I interpret when I read ‘no present intention’ but ‘could enable the BOD’ to issue more shares to prevent RAG Inc from trying to screw things up.
Jab9
