SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Who is entitled to vote at the Special Meeting?
As of September 25, 2019, there were 48,015,938 shares of common stock outstanding.
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Who will bear the cost of soliciting votes for the Special Meeting?
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The Board has determined that the Amendment to effect the Reverse Stock Split is necessary to the continued listing of our common stock on Nasdaq and is in the best interests of our stockholders.
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In evaluating the Reverse Stock Split proposal, in addition to the considerations described above, the Board also took into account various negative factors associated with Reverse Stock Splits generally. These
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Registered “Book-Entry” Holders of Common Stock
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Accounting Matters
Prior to Reverse | After Reverse Stock Split | ||||||||||||||||||
Stock Split | 1-for-15 | 1-for-20 | 1-for-25 | 1-for-30 | 1-for-35 | 1-for-40 | 1-for-45 | 1-for-50 | |||||||||||
Authorized Shares of Common Stock | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||
Shares of Common Stock Issued and Outstanding(1) | 48,015,938 | 3,201,063 | 2,400,797 | 1,920,638 | 1,600,531 | 1,371,884 | 1,200,398 | 1,067,021 | 960,319 | ||||||||||
Shares of Common Stock Reserved for Future Issuance but not Issued and Outstanding(1)(2) | 27,078,384 | 1,805,226 | 1,353,919 | 1,083,135 | 902,613 | 773,668 | 676,960 | 601,742 | 541,568 | ||||||||||
Shares of Common Stock Available for Future Issuance(1) | 424,905,678 | 494,993,711 | 496,245,284 | 496,996,227 | 497,496,856 | 497,854,448 | 498,122,642 | 498,331,237 | 498,498,113 |
| | | Prior to Reverse Stock Split | | | After Reverse Stock Split | | ||||||||||||||||||||||||||||||||||||||||||||||||
| 1-for-15 | | | 1-for-20 | | | 1-for-25 | | | 1-for-30 | | | 1-for-35 | | | 1-for-40 | | | 1-for-45 | | | 1-for-50 | | ||||||||||||||||||||||||||||||||
Authorized Shares of Common Stock | | | | | 500,000,000 | | | | | | 500,000,000 | | | | | | 500,000,000 | | | | | | 500,000,000 | | | | | | 500,000,000 | | | | | | 500,000,000 | | | | | | 500,000,000 | | | | | | 500,000,000 | | | | | | 500,000,000 | | |
Shares of Common Stock Issued and Outstanding(1) | | | | | 48,015,938 | | | | | | 3,201,063 | | | | | | 2,400,797 | | | | | | 1,920,638 | | | | | | 1,600,531 | | | | | | 1,371,884 | | | | | | 1,200,398 | | | | | | 1,067,021 | | | | | | 960,319 | | |
Shares of Common Stock Reserved for Future Issuance but not Issued and Outstanding(1)(2) | | | | | 27,078,384 | | | | | | 1,805,226 | | | | | | 1,353,919 | | | | | | 1,083,135 | | | | | | 902,613 | | | | | | 773,668 | | | | | | 676,960 | | | | | | 601,742 | | | | | | 541,568 | | |
Shares of Common Stock Available for Future Issuance(1) | | | | | 424,905,678 | | | | | | 494,993,711 | | | | | | 496,245,284 | | | | | | 496,996,227 | | | | | | 497,496,856 | | | | | | 497,854,448 | | | | | | 498,122,642 | | | | | | 498,331,237 | | | | | | 498,498,113 | | |
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Name and Address of Beneficial Owner | Title of Class | Number of Shares Owned(1)(2) | Percentage of Class(3) | ||||||
Executive Officers and Directors: | | | | ||||||
James A. Hayward | Common Stock | 8,038,697 | (4) | 15.86% | |||||
Yacov A. Shamash | Common Stock | 321,137 | (5) | * | |||||
John Bitzer, III | Common Stock | 1,699,483 | (6)(7) | 3.52% | |||||
Robert C. Catell | Common Stock | 230,405 | (11) | * | |||||
Joseph D. Ceccoli | Common Stock | 210,652 | (8) | * | |||||
Beth M. Jantzen | Common Stock | 282,842 | (12) | * | |||||
Judith Murrah | Common Stock | 461,864 | (13) | * | |||||
Charles S. Ryan | Common Stock | 227,382 | (6) | * | |||||
Sanford R. Simon | Common Stock | 212,149 | (9) | * | |||||
Elizabeth Schmalz Ferguson | Common Stock | 142,888 | (10) | * | |||||
All directors and officers as a group (10 persons) | Common Stock | 11,827,499 | (14) | 22.42% | |||||
5% Stockholders: | | | | ||||||
William W. Montgomery | Common Stock | 6,030,900 | (15) | 12.56% | |||||
Dillon Hill | Common Stock | 2,777,777 | (16) | 5.47% |
Name and Address of Beneficial Owner | | | Title of Class | | | Number of Shares Owned(1)(2) | | | Percentage of Class(3) | | ||||||
Executive Officers and Directors: | | | | | | | | | | | | | | | | |
James A. Hayward | | | Common Stock | | | | | 8,038,697(4) | | | | | | 15.86% | | |
Yacov A. Shamash | | | Common Stock | | | | | 321,137(5) | | | | | | * | | |
John Bitzer, III | | | Common Stock | | | | | 1,699,483(6)(7) | | | | | | 3.52% | | |
Robert C. Catell | | | Common Stock | | | | | 230,405(11) | | | | | | * | | |
Joseph D. Ceccoli | | | Common Stock | | | | | 210,652(8) | | | | | | * | | |
Beth M. Jantzen | | | Common Stock | | | | | 282,842(12) | | | | | | * | | |
Judith Murrah | | | Common Stock | | | | | 461,864(13) | | | | | | * | | |
Charles S. Ryan | | | Common Stock | | | | | 227,382(6) | | | | | | * | | |
Sanford R. Simon | | | Common Stock | | | | | 212,149(9) | | | | | | * | | |
Elizabeth Schmalz Ferguson | | | Common Stock | | | | | 142,888(10) | | | | | | * | | |
All directors and officers as a group (10 persons) | | | Common Stock | | | | | 11,827,499(14) | | | | | | 22.42% | | |
5% Stockholders: | | | | | | | | | | | | | | | | |
William W. Montgomery | | | Common Stock | | | | | 6,030,900(15) | | | | | | 12.56% | | |
Dillon Hill | | | Common Stock | | | | | 2,777,777(16) | | | | | | 5.47% | | |
Currently Exercisable Options.
Currently Exercisable Options.
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Currently Exercisable Options.
Currently Exercisable Options.
Currently Exercisable Options.
Currently Exercisable Options.
Currently Exercisable Options.
Currently Exercisable Options.
Currently Exercisable Options.
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Chairman, President and Chief Executive Officer
October 8, 2019
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PRELIMINARY COPY - SUBJECT TO COMPLETION
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PRELIMINARY COPY - SUBJECT TO COMPLETION
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