Replies to post #231278 on Wave Systems Corp. (fka WAVXQ)

[player1234]

You don't have your facts straight. A stock split is not contingent on shareholder approval. It does not require it as long as the authorized share count is changed in the same ratio as the split.

However, raising the number of authorized shares does require shareholder approval. The notice says they want to do that no matter what happens. So, yes, there is new information there. The company has just said they will dilute shareholders further and they do not anticipate being able to support themselves without taking the money directly from shareholders.

If you consider that mundane, so be it.
The share price would be considered mundane and will continu so under the current regime.

[Kaleid]

If this is approved.
the number of class A changes to 1/2,1/3 or 1/4 number of shares.
the class B (which has a 5 to 1 vote ratio) stays the same.
Making that voting ratio not 5 to 1 , but 10 to 1, 15 to one,
or 20 to one. Some body tell me I'm wrong....
Yikes..................... the split is not so bad compared to this.

Potential Anti-Takeover Effects

If the Proposed Amendments are approved by our stockholders and the reverse stock split is implemented, the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect. These authorized but unissued shares could be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal of our Board of Directors, including a transaction that may be favored by a majority of our stockholders or in which our stockholders might receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further stockholder approval, our Board of Directors could issue and sell shares thereby diluting the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or to propose or complete a tender offer or business combination involving us and potentially strategically placing shares with purchasers who would oppose such a change in our Board or such a transaction. Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, the reverse stock split is not being proposed in response to any effort of which we are aware to accumulate the shares of our common stock or obtain control of us,


" nor is it part of a plan by our management to recommend a series of similar amendments to our Board of Directors and stockholders."

What does this last quote mean?