This excerpt taken from the CAR DEF 14A filed Apr 21, 2009.
The Board of Directors has unanimously adopted and is seeking stockholder approval of an amendment to our Amended and Restated Certificate of Incorporation to effectuate a reverse stock split of our Common Stock, at a ratio that will be determined by the Board following stockholder approval and prior to the time of filing a Certificate of Amendment with the Delaware Secretary of State. The reverse stock split, if approved, would authorize the Board to effectuate a reverse stock split based upon a ratio in the range from one-for-two to one-for-twenty, with the exact ratio to be established by the Board in its sole discretion, at any time prior to the Companys 2010 annual meeting of stockholders. In addition, notwithstanding approval by our stockholders, the Board may also determine, in its sole discretion, not to effect the reverse stock split. The Board would also be authorized to file an amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the reverse stock split of our Common Stock at the specific ratio then determined by the Board. The form of the proposed amendment to our Amended and Restated Certificate of Incorporation to effect the reverse stock split is attached to this Proxy Statement as Annex B.
In determining the proper reverse stock split ratio (between one-for-two and one-for-twenty) to implement, if any, following the receipt of stockholder approval, the Board of Directors may consider, among other things, factors such as:
The reverse stock split, if implemented, would affect all issued and outstanding shares of our Common Stock and outstanding rights to acquire Common Stock. Except for any changes as a result of the treatment of fractional shares, each holder of our Common Stock will hold the same percentage of Common Stock outstanding immediately after the reverse stock split as such stockholder held immediately prior to the split.