APPROVAL OF AMENDMENT TO REDUCE THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK FROM 75,000,000 TO 35,000,000
At the Annual Meeting there will be presented to stockholders a proposal to approve an
amendment to the Companys Amended and Restated Certificate of Incorporation to decrease the number
of shares of Common Stock authorized for issuance to 35 million shares. The Companys Amended and
Restated Certificate of Incorporation currently authorizes the issuance of 75 million shares of
Common Stock, par value $0.001 per share.
As of April 17, 2009, approximately 9,942,140 shares of our common stock were issued and
outstanding (excluding 18,361 treasury shares) and approximately
1,433,732 shares were reserved for
issuance upon the exercise of outstanding options granted under our various stock-based plans.
63,624,128 shares of common stock are available for future issuance.
Our Board of Directors has adopted resolutions setting forth the proposed amendment to Article
FOURTH of the Companys Amended and Restated Certificate of Incorporation, subject to approval of
the Companys stockholders at the Annual Meeting.
The following is the text of Article FOURTH of the Amended and Restated Certificate of
Incorporation of the Company, as proposed to be amended:
FOURTH: The total number of shares of stock which the Corporation shall have authority to
issue is 36,000,000 shares, divided into two classes as follows: (i) 1,000,000 shares of Preferred
Stock, par value $1.00 per share (Preferred Stock); and (ii) 35,000,000 shares of Common Stock,
par value $.001 per share (Common Stock).
Purpose and Effect of the Proposed Amendment
Under current economic circumstances, the Board of Directors believes that it is unlikely that
the Company will need shares for stock splits or stock dividends in the near future, or that the
Company will use a significant number of shares to make acquisitions or raise equity capital.
Franchise taxes imposed by the State of Delaware are partly a function of the number of shares
of stock authorized by our Amended and Restated Certificate of Incorporation. We have determined
that reducing our authorized shares by 40 million shares will not impede our operations or goals,
and, based on current rates, will result in annual savings of franchise taxes of approximately
$35,000. Consistent with our company-wide program of cost reductions, the Board of Directors
believes that this expense reduction is appropriate.
If the proposed amendment is adopted, it will become effective upon filing of a Certificate of
Amendment to the Companys Amended and Restated Certificate of Incorporation with the Delaware
Secretary of State. However, the Board retains discretion under Delaware law not to implement the
proposed amendment even if it is approved by stockholders. If the Board exercised such discretion,
the number of authorized shares would remain at the current level.
Other than the reduction in the annual Delaware franchise taxes, there are no material tax or
accounting consequences of the proposed reduction in the number of authorized shares of common
The affirmative vote of a majority of the common stock outstanding and entitled to vote at the
Annual Meeting is required to approve the amendment to our Amended and Restated Certificate of
Incorporation to effect the proposed decrease in our authorized shares of common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE AMENDMENT TO OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE
AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.