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o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to Section 240.14a-12 |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
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![terremark logo](https://capedge.com/proxy/DEF 14A/0000950144-05-003757/g94272deg9427290.gif)
Sincerely, | |
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Manuel D. Medina | |
Chairman of the Board & Chief Executive Officer |
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(1) | To approve an amendment to our amended and restated certificate of incorporation to (i) effectuate a one for ten reverse stock split whereby record owners of our common stock as of May 16, 2005 would own one share of our common stock for every ten shares held as of this date and (ii) decrease the number of authorized shares of our common stock from Six Hundred Million (600,000,000) shares to One Hundred Million (100,000,000) shares; and | |
(2) | To transact such other business as may properly come before the special meeting and any adjournments or postponements thereof. |
By Order of the Board of Directors | |
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Manuel D. Medina | |
Chairman of the Board & Chief Executive Officer |
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PROPOSAL TO APPROVE AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A ONE FOR TEN REVERSE STOCK SPLIT AT THE DISCRETION OF THE BOARD OF DIRECTORS | 8 | ||||
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The board of directors recommends a voteFORthe amendment of our amended and restated certificate of incorporation to (i) effectuate a one for ten reverse stock split whereby record owners of our common stock as of May 16, 2005 would own one share of our common stock for every ten shares held as of this date and (ii) decrease the number of authorized shares of our common stock from six hundred million to one hundred million. |
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• | instruct the nominee of any shares held in book-entry form to adjust the number of shares for each holder to reflect the number of shares held after the split and | |
• | send the holder of any certificated shares a letter of transmittal that will provide instructions for surrendering stock certificate(s) and obtaining new certificates evidencing the number of shares of our common stock, if any, to which the holder is entitled as a result of the reverse stock split. |
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• | The approval of an amendment to our amended and restated certificate of incorporation to (i) effectuate a one for ten reverse stock split whereby record owners of our common stock, par value $.001 per share, as of May 16, 2005, would own one share of common stock for every ten shares held as of this date and (ii) decrease the number of authorized shares of our common stock from six hundred million to one hundred million; and | |
• | The transaction of such other business as may properly come before the special meeting, including any adjournments or postponements thereof. |
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• | each of our directors; | |
• | each of our executive officers; | |
• | all of our directors and executive officers as a group; and | |
• | each person known by us to beneficially own more than 5% of our outstanding common stock, series H convertible preferred stock or series I convertible preferred stock. |
Amount and Nature of | ||||||||
Name and Address of Beneficial Owner | Beneficial Ownership(1) | Percent of Class (%) | ||||||
Common Stock: | ||||||||
Manuel D. Medina | 36,341,401 | (2) | 8.7 | % | ||||
Joseph R. Wright, Jr. | 5,233,094 | (3) | 1.2 | % | ||||
Guillermo Amore | 3,993,926 | (4) | * | |||||
Marvin S. Rosen | 1,301,340 | (5) | * | |||||
Miguel J. Rosenfeld | 2,731,855 | (6) | * | |||||
Timothy Elwes | 335,000 | (7) | * | |||||
Antonio S. Fernandez | 769,851 | (8) | * | |||||
Fernando Fernandez-Tapias | 191,667 | (9) | * | |||||
Arthur L. Money | 211,667 | (9) | * | |||||
Rodolfo A. Ruiz | 158,333 | (9) | * | |||||
Jaime Dos Santos | 758,333 | (9) | * | |||||
Marvin Wheeler | 388,334 | (9) | * | |||||
Jose A. Segrera | 516,667 | (9) | * | |||||
Jose E. Gonzalez | 462,333 | (9) | * | |||||
Francis Lee | 65,022,349 | (11)(12) | 15.6 | % | ||||
Ocean Bank(10) | 20,000,000 | 4.8 | % | |||||
Sun Equity Assets Limited(11) | 40,022,349 | 9.6 | % | |||||
Paradise Stream (Bahamas) Limited(12) | 25,000,000 | 6.0 | % | |||||
Merrill Lynch Investment Managers(13) | 27,466,400 | 6.6 | % | |||||
All directors and executive officers as a group (15 persons) | 53,393,801 | 12.6 | % |
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Amount and Nature of | ||||||||
Name and Address of Beneficial Owner | Beneficial Ownership(1) | Percent of Class (%) | ||||||
Series H Preferred Stock: | ||||||||
One Vision Worldwide, LLC | 294 | (14) | 100.0 | % | ||||
Series I Preferred Stock: | ||||||||
Louisa Stude Sarofim 2004 Terremark Grantor Retained Annuity Trust | 80 | (15) | 20.5 | % | ||||
Guazapa Properties, Inc. | 48 | (16) | 12.3 | % | ||||
CRG, LLC | 100 | (17) | 25.6 | % | ||||
Asturpizza, S.A. | 20 | (18) | 5.1 | % | ||||
CIG Investments, LLLP | 40 | (19) | 10.3 | % | ||||
Promociones Bursatiles, S.A. | 28 | (20) | 7.2 | % |
* | Represents less than 1.0%. |
(1) | For purposes of this table, beneficial ownership is computed pursuant to Rule 13d-3 under the Exchange Act; the inclusion of shares as beneficially owned should not be construed as an admission that such shares are beneficially owned for purposes of the Exchange Act. Under the rules of the Securities and Exchange Commission, a person is deemed to be a “beneficial owner” of a security he or she has or shares the power to (i) vote, (ii) direct the voting of such security or (iii) dispose of or direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. | |
(2) | Includes 345,000 shares of our common stock underlying options. As reported in Mr. Medina’s Schedule 13D, and any amendments thereto, filed with the Securities and Exchange Commission on October 4, 2002, these include 7,021,682 shares as to which Mr. Medina has sole voting power but does not have dispositive power. Includes 2,255,239 shares of our common stock which are held of record by Communication Investors Group, an entity in which Mr. Medina is a partner and holds a 50% interest. See “Shareholders Agreement” below. | |
(3) | Includes 3,535,000 shares of our common stock underlying options. Does not include 100,000 shares held in trust for the benefit of Mr. Wright’s grandchildren with respect to which Mr. Wright disclaims beneficial ownership. | |
(4) | Includes 345,000 shares underlying options, 175,000 shares owned by Mr. Amore’s sibling, over which Mr. Amore has investment control. Also includes (i) 1,043,936 shares, (ii) 266,672 shares which may be acquired upon the conversion of shares of series I preferred stock and (iii) 56,000 shares underlying warrants, all of which are owned by Margui Family Partners, Ltd. with respect to which Mr. Amore disclaims beneficial ownership except to the extent of his pecuniary interest therein. | |
(5) | Includes 390,000 shares of our common stock underlying options. | |
(6) | Includes 345,000 shares of our common stock underlying options and 1,137,208 shares held indirectly by Mr. Rosenfeld. Does not include 58,105 shares held by Mr. Rosenfeld’s children and mother, with respect to which Mr. Rosenfeld disclaims beneficial ownership. | |
(7) | Includes 335,000 shares of our common stock underlying options. | |
(8) | Includes 235,000 shares of our common stock underlying options, 66,667 shares which may be acquired upon the conversion of Series I preferred stock and 14,000 shares underlying warrants. | |
(9) | Represents shares of our common stock underlying options except in the case of Jose Gonzalez where also represents 4,500 shares owned by Mr. Gonzalez. |
(10) | The address of the beneficial owner is 780 N.W. 42nd Avenue, Miami, Florida 33126. |
(11) | The address of the beneficial owner is Georgetown, Tortola, B.V.I. Francis Lee is the natural person deemed to be the beneficial owner of the shares held by Sun Equity Assets Limited. See “Shareholders Agreement” below. |
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(12) | The address of the beneficial owner is P.O. Box N-65, Charlotte House, Charlotte Street, Nassau, Bahamas. Francis Lee is the natural person deemed to be the beneficial owner of the shares held by Paradise Stream (Bahamas) Limited. See “Shareholders Agreement” below. |
(13) | Based on Schedule 13G, filed February 10, 2005, by Merrill Lynch & Co., Inc. as a Parent Holding Company (as such term is used in Rule 13d-1 of the Securities Exchange Act of 1934, as amended) on behalf of Merrill Lynch Investment Managers, an Investment Adviser as defined in Rule 13d-1. The address of the beneficial owner is World Financial Center, North Tower, 250 Vesey Street, New York, New York 10381. |
(14) | Represents 294 shares of series H convertible preferred stock which are convertible into, and have voting rights equivalent to, 294,000 shares of our common stock. |
(15) | Represents 80 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to, 2,666,720 shares of our common stock. |
(16) | Represents 48 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to, 1,600,032 shares of our common stock. Heinrich Adolf Hans Herweg is the natural person with voting and investment control over the shares. |
(17) | Represents 100 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to, 3,333,400 shares of our common stock. Christian Altaba is the natural person with voting and investment control over the shares. |
(18) | Represents 20 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to, 666,680 shares of our common stock. Antonio De Reguero is the natural person with voting and investment control over the shares. |
(19) | Represents 40 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to, 1,333,360 shares of our common stock. Vincente Perez Cisneros is the natural person with voting and investment control over the shares. |
(20) | Represents 28 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to, 933,352 shares of our common stock. Roberto Solis Monsato is the natural person with voting and investment control over the shares. |
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• | Increase Our Common Stock Price to a Level More Appealing for Investors. We believe that a number of institutional investors and investment funds are reluctant to invest in lower-priced stocks and that brokerage firms may be reluctant to recommend lower-priced stocks to their clients. We believe the reverse stock split could enhance the acceptability of our common stock by the financial community and the investing public. The reduction in the number of issued and outstanding shares of our common stock caused by the reverse stock split is anticipated initially to increase proportionally the per share market price of our common stock. By effecting the reverse stock split, the expected increased price level may encourage interest and trading in our common stock and possibly promote greater liquidity for our stockholders, thereby resulting in a broader market for our common stock than that which currently exists. Such liquidity, however, could be adversely affected by the reduced number of shares of our common stock outstanding after the reverse stock split effective date. Additionally, we also cannot assure you that the reverse stock split will result in a per share stock price that will attract additional investors or increase analyst coverage. | |
• | Reduced Costs for Brokers and Investors.We believe that when many brokers or investors buy or sell stock, such brokers and investors pay commissions that are based on the price of the stock. A variety of brokerage house policies and practices tend to discourage individual brokers within those firms from dealing with lower- priced stocks. Some of those policies and practices pertain to the payment of broker’s commissions and to time consuming procedures that function to make the handling of lower-priced stocks economically unattractive to brokers. In addition, the structure of trading commissions also tends to have an adverse impact upon holders of lower-priced stock because the brokerage commission on a sale of lower-priced stock generally represents a higher percentage of the sales price than the commission on a relatively higher priced issue. The proposed reverse stock split could result in a price level for our common stock that will reduce, to some extent, the effect of those policies and practices and diminish the adverse impact of trading commissions on the market for our common stock. Any reduction in brokerage commissions resulting from the reverse stock split may be offset, however, in whole or in part, by increased brokerage commissions required to be paid by stockholders selling “odd lots” created by such reverse stock split. |
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• | purchase a sufficient number of shares of our common stock so that you hold an amount of shares of our common stock in your account prior to the reverse stock split that would entitle you to receive at least one share of our common stock on a post-reverse stock split basis; or | |
• | if you have common stock in more than one account, consolidate your accounts so that you hold an amount of shares of our common stock in one account prior to the reverse stock split that would entitle you to receive at least one share of our common stock on a post-reverse stock split basis. |
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Shares held in registered form (that is, shares held by you in your own name in our stock records maintained by our transfer agent) and shares held in “street name” (that is, shares held by you through a bank, broker or other nominee), for the same investor will be considered held in separate accounts and will not be aggregated when effecting the reverse stock split. |
• | If you hold registered shares in a book-entry form, you do not need to take any action to receive your post-reverse stock split shares or your cash payment in lieu of any fractional share interest, if applicable. If you are entitled to post-reverse stock split shares, a transaction statement will automatically be sent to your address of record indicating the number of shares you hold. | |
• | If you are entitled to a payment in lieu of any fractional share interest, a check will be mailed to you at your registered address as soon as practicable after the effective date. By signing and cashing this check, you will warrant that you owned the shares for which you received a cash payment. This cash payment is subject to applicable federal and state income tax property laws. In addition, you will not be entitled to receive interest for the period of time between the effective date of the reverse stock split and the date you receive your payment. |
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By Order of the Board of Directors, | |
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Manuel D. Medina | |
Chairman of the Board & Chief Executive Officer |
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“1. The total number of shares of stock which the Company shall have authority to issue is One Hundred Ten Million (110,000,000) shares, consisting of One Hundred Million (100,000,000) shares of our common stock, par value $.001 per share (the “Common Stock”), and Ten Million (10,000,000) shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”). | |
Effective as of 5:00 p.m., E.D.T., on the date this Certificate of Amendment to Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware (the “Effective Time”), every ten shares of the Common Stock issued and outstanding (the “Old Common Stock”) shall, automatically and without any action on the part of the respective holder thereof, be combined, reclassified as and converted into one share of Common Stock of the Company (the “New Common Stock”). Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued to the holders of record of Old Common Stock in connection with the foregoing reclassification of shares of Old Common Stock. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Old Common Stock shall be issued to Mellon Investor Services LLC, the transfer agent, as agent, for the accounts of all holders of record of Old Common Stock otherwise entitled to have a fraction of a share issued to them. The sale of all of the fractional interests will be effected by the transfer agent as soon as practicable after the Effective Time on the basis of prevailing market prices of the New Common Stock on the American Stock Exchange at the time of sale. After such sale and upon the surrender of the stockholders’ stock certificates, the transfer agent will pay to such holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests. | |
Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of any factional shares of New Common Stock as set forth above);provided, however,that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the |
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number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, as well as any cash in lieu of fractional shares of New Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph.” |
TERREMARK WORLDWIDE, INC. |
By: |
Manuel D. Medina | |
Chairman of the Board, President and | |
Chief Executive Officer |
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TERREMARK WORLDWIDE, INC.
COMMON STOCK PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2005
The undersigned hereby appoints Manuel D. Medina and Jose A. Segrera, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of the common stock, par value $0.001 (the “Common Stock”), of Terremark Worldwide, Inc. (the “Company”) which the undersigned may be entitled to vote at the special meeting of stockholders of the Company to be held at 10:00 a.m., local time, on Monday, May 16, 2005, at the Company’s Sales Office, located at 50 NE 9th Street, Miami, Florida 33132, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH BELOW, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED ACCORDINGLY. MANAGEMENT RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL.
PROPOSAL:To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) effectuate a one for ten reverse stock split whereby record owners of the Company’s Common Stock as of May 16, 2005 would own one share of the Company’s Common Stock for every ten shares held as of such date and (ii) decrease the number of authorized shares of the Company’s common stock from six hundred million to one hundred million.
o FOR | o AGAINST | o ABSTAIN |
(Continued and to be signed on other side)
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Please indicate if you plan to attend the special meeting. | o YES | o NO |
The undersigned hereby acknowledges receipt of (i) the Notice of Special Meeting, (ii) the Proxy Statement and (iii) the Company’s 2004 Annual Report to stockholders.
Dated: ______________________________________________________ | ||
Print Name | Signature | |
Print Name(s) | Signature (if held jointly) | |
Please sign exactly as your name appears hereon. If the stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If signer is a partnership, please sign in partnership name by authorized person. |
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
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TERREMARK WORLDWIDE, INC.
SERIES H CONVERTIBLE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2005
The undersigned hereby appoints Manuel D. Medina and Jose A. Segrera, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of Series H Convertible Preferred Stock, par value $0.001 (the “Series H Convertible Preferred Stock”), of Terremark Worldwide, Inc. (the “Company”) which the undersigned may be entitled to vote at the special meeting of stockholders of the Company to be held at 10:00 a.m., local time, on Monday, May 16, 2005, at the Company’s Sales Office, located at 50 NE 9th Street, Miami, Florida 33132, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting. Each outstanding share of Series H Convertible Preferred Stock entitles the undersigned to cast that number of votes on the proposal equal to the number of whole shares of the Company’s common stock, par value $0.001 (the “Common Stock”), into which the undersigned’s shares of Series H Convertible Preferred Stock can be converted. As of the record date, April 11, 2005, each share of Series H Convertible Preferred Stock may be converted into 1,000 shares of the Company’s Common Stock.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH BELOW, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED ACCORDINGLY. MANAGEMENT RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL.
PROPOSAL:To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) effectuate a one for ten reverse stock split whereby record owners of the Company’s Common Stock as of May 16, 2005 would own one share of the Company’s Common Stock for every ten shares held as of such date and (ii) decrease the number of authorized shares of the Company’s common stock from six hundred million to one hundred million.
o FOR | o AGAINST | o ABSTAIN |
(Continued and to be signed on other side)
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Please indicate if you plan to attend the special meeting. | o YES | o NO |
The undersigned hereby acknowledges receipt of (i) the Notice of Special Meeting, (ii) the Proxy Statement and (iii) the Company’s 2004 Annual Report to stockholders.
Dated: ______________________________________________________ | ||
Print Name | Signature | |
Print Name(s) | Signature (if held jointly) | |
Please sign exactly as your name appears hereon. If the stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If signer is a partnership, please sign in partnership name by authorized person. |
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
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TERREMARK WORLDWIDE, INC.
SERIES I CONVERTIBLE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2005
The undersigned hereby appoints Manuel D. Medina and Jose A. Segrera, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of Series I Convertible Preferred Stock, par value $0.001 (the “Series I Convertible Preferred Stock”), of Terremark Worldwide, Inc. (the “Company”) which the undersigned may be entitled to vote at the special meeting of stockholders of the Company to be held at 10:00 a.m., local time, on Monday, May 16, 2005, at the Company’s Sales Office, located at 50 NE 9th Street, Miami, Florida 33132, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting. Each outstanding share of Series I Convertible Preferred Stock entitles the undersigned to cast that number of votes on the proposal equal to the number of whole shares of the Company’s common stock, par value $0.001 (the “Common Stock”) into which the undersigned’s shares of Series I Convertible Preferred Stock can be converted. As of the record date, April 11, 2005, each share of Series I Convertible Preferred Stock may be converted into 33,334 shares of the Company’s Common Stock.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH BELOW, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED ACCORDINGLY. MANAGEMENT RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL.
PROPOSAL:To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) effectuate a one for ten reverse stock split whereby record owners of the Company’s Common Stock as of May 16, 2005 would own one share of the Company’s Common Stock for every ten shares held as of such date and (ii) decrease the number of authorized shares of the Company’s common stock from six hundred million to one hundred million.
o FOR | o AGAINST | o ABSTAIN |
(Continued and to be signed on other side)
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Please indicate if you plan to attend the special meeting. | o YES | o NO |
The undersigned hereby acknowledges receipt of (i) the Notice of Special Meeting, (ii) the Proxy Statement and (iii) the Company’s 2004 Annual Report to stockholders.
Dated: ______________________________________________________ | ||
Print Name | Signature | |
Print Name(s) | Signature (if held jointly) | |
Please sign exactly as your name appears hereon. If the stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If signer is a partnership, please sign in partnership name by authorized person. |
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.