That's just the tip of the proxy iceberg...
The issuance of shares of common stock in one or more non-public offerings could have an anti-takeover effect. Such issuance could dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or an extraordinary corporate transaction opposed by the Company.
It is possible that if we conduct a non-public stock offering, some of the shares we sell could be purchased by one or more investors who could acquire a large block of our common stock. This would concentrate voting power in the hands of a few stockholders who could exercise greater influence on our operations or the outcome of matters put to a vote of stockholders in the future.
Which, of course, leads into Proposal #3 which requires us to obtain stockholder approval prior to certain issuances with respect to common stock or securities convertible into common stock which will result in a change of control of the Company.
SO... what's really behind this? Erich/Doug (or whoever) want 20% control to ward off a takeover? And they want to do it with up to a 25% discount of my shares? I've been in MARA for over 3 years and still waiting for my payday.
Grumble, grumble... :-(
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