BITS » Topics » ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

This excerpt taken from the BITS 10-K filed Mar 31, 2009.

ITEM 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2008.

 

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Table of Contents

PART II

 

ITEM 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MARKET INFORMATION

The Class A Common Stock of Bitstream began trading publicly on the NASDAQ National Market on October 30, 1996 under the symbol “BITS”. Effective February 28, 2003, due to an amendment to NASDAQ’s continued listing standards, we transferred our Class A Common Stock from the NASDAQ National Market to the NASDAQ Capital Market under the same symbol. Prior to October 30, 1996, there was no public market for our Class A Common Stock.

The following table sets forth the high and low closing sale prices for our Class A Common Stock as reported on the NASDAQ Capital Market for the periods indicated.

 

     2008    2007
      High    Low    High    Low

First Quarter

   $ 6.46    $ 4.78    $ 12.020    $ 6.640

Second Quarter

   $ 6.96    $ 5.38    $ 9.120    $ 6.870

Third Quarter

   $ 6.44    $ 4.67    $ 7.250    $ 5.630

Fourth Quarter

   $ 5.48    $ 3.00    $ 6.940    $ 5.110

As of March 17, 2009 our Class A Common Stock was held by approximately 100 holders of record and we believe that our Class A Common Stock was beneficially held by more than 500 holders. There are no issued and outstanding shares of our non-voting Class B Common Stock.

DIVIDENDS

Bitstream has never declared or paid cash dividends on its capital stock. We currently intend to retain earnings, if any, to support our growth strategy and do not anticipate paying cash dividends on our capital stock in the foreseeable future.

 

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RECENT SALES OF UNREGISTERED SECURITIES

There were no unregistered securities sold by us during the three years ended December 31, 2008. During the years ended December 31, 2007, 2006, and 2005, Bitstream issued an aggregate of 750,550, 505,539, and 45,002 shares, respectively, of Class A Common Stock in connection with the exercise of vested options and warrants issued under our 1994 Stock Plan, 1996 Stock Plan, 1997 Stock Plan, 2000 Stock Plan and 2006 Incentive Compensation Plan. The sales and issuances of securities in the transactions described above were deemed to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Rule 701 promulgated thereunder, in that they were issued either pursuant to written compensatory benefits plans or pursuant to a written contract relating to compensation, as provided by Rule 701. In addition, on June 26, 2006, we filed a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering up to an aggregate of 2,000,000 shares of our Bitstream Class A Common Stock, par value $0.01 per share, which may be issued pursuant to awards under the Bitstream Inc. 2006 Incentive Compensation Plan. For a discussion of the Company’s equity compensation plans, see Note 7 of the Notes to Consolidated Financial Statements included herein.

EQUITY COMPENSATION PLANS

These excerpts taken from the BITS 10-K filed Mar 28, 2008.

ITEM 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2007.

 

18


Table of Contents

PART II

 

ITEM 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MARKET INFORMATION

The Class A Common Stock of Bitstream began trading publicly on the NASDAQ National Market on October 30, 1996 under the symbol “BITS”. Effective February 28, 2003, due to an amendment to NASDAQ’s continued listing standards, we transferred our Class A Common Stock from the NASDAQ National Market to the NASDAQ Capital Market under the same symbol. Prior to October 30, 1996, there was no public market for our Class A Common Stock.

The following table sets forth the high and low bid information for our Class A Common Stock as reported on the NASDAQ Capital Market for the periods indicated. Such information reflects interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.

 

     2007    2006
     High    Low    High    Low

First Quarter

   $ 12.020    $ 6.640    $ 8.850    $ 3.410

Second Quarter

   $ 9.120    $ 6.870    $ 9.790    $ 4.400

Third Quarter

   $ 7.250    $ 5.630    $ 9.570    $ 4.070

Fourth Quarter

   $ 6.940    $ 5.110    $ 11.200    $ 7.810

As of March 17, 2008 our Class A Common Stock was held by approximately 100 holders of record and we believe that our Class A Common Stock was beneficially held by more than 500 holders. There are no issued and outstanding shares of our non-voting Class B Common Stock.

DIVIDENDS

Bitstream has never declared or paid cash dividends on its capital stock. We currently intend to retain earnings, if any, to support our growth strategy and do not anticipate paying cash dividends on our capital stock in the foreseeable future.

 

19


Table of Contents

RECENT SALES OF UNREGISTERED SECURITIES

There were no unregistered securities sold by us during the three years ended December 31, 2007. During the years ended December 31, 2007, 2006, and 2005, Bitstream issued an aggregate of 750,550, 505,539, and 45,002 shares, respectively, of Class A Common Stock in connection with the exercise of vested options and warrants issued under our 1994 Stock Plan, 1996 Stock Plan, 1997 Stock Plan, 2000 Stock Plan and 2006 Incentive Compensation Plan. The sales and issuances of securities in the transactions described above were deemed to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Rule 701 promulgated thereunder, in that they were issued either pursuant to written compensatory benefits plans or pursuant to a written contract relating to compensation, as provided by Rule 701. In addition, on June 26, 2006, we filed a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering up to an aggregate of 2,000,000 shares of our Bitstream Class A Common Stock, par value $0.01 per share, which may be issued pursuant to awards under the Bitstream Inc. 2006 Incentive Compensation Plan. For a discussion of the Company’s equity compensation plans, see Note 7 of the Notes to Consolidated Financial Statements included herein.

EQUITY COMPENSATION PLANS


ITEM 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of
security holders during the fourth quarter of the fiscal year ended December 31, 2007.

 


18







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PART II

 






ITEM 5.
 Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center">MARKET INFORMATION

The Class A
Common Stock of Bitstream began trading publicly on the NASDAQ National Market on October 30, 1996 under the symbol “BITS”. Effective February 28, 2003, due to an amendment to NASDAQ’s continued listing standards, we
transferred our Class A Common Stock from the NASDAQ National Market to the NASDAQ Capital Market under the same symbol. Prior to October 30, 1996, there was no public market for our Class A Common Stock.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The following table sets forth the high and low bid information for our Class A Common Stock as reported on the NASDAQ Capital Market for the
periods indicated. Such information reflects interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.

 


























































































   2007  2006
   High  Low  High  Low

First Quarter

  $12.020  $6.640  $8.850  $3.410

Second Quarter

  $9.120  $6.870  $9.790  $4.400

Third Quarter

  $7.250  $5.630  $9.570  $4.070

Fourth Quarter

  $6.940  $5.110  $11.200  $7.810

As of March 17, 2008 our Class A Common Stock was held by approximately 100 holders of
record and we believe that our Class A Common Stock was beneficially held by more than 500 holders. There are no issued and outstanding shares of our non-voting Class B Common Stock.

ALIGN="center">DIVIDENDS

Bitstream has never declared or paid cash dividends on its capital
stock. We currently intend to retain earnings, if any, to support our growth strategy and do not anticipate paying cash dividends on our capital stock in the foreseeable future.

SIZE="1"> 


19







Table of Contents


RECENT SALES OF UNREGISTERED SECURITIES

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">There were no unregistered securities sold by us during the three years ended December 31, 2007. During the years ended December 31, 2007,
2006, and 2005, Bitstream issued an aggregate of 750,550, 505,539, and 45,002 shares, respectively, of Class A Common Stock in connection with the exercise of vested options and warrants issued under our 1994 Stock Plan, 1996 Stock Plan, 1997
Stock Plan, 2000 Stock Plan and 2006 Incentive Compensation Plan. The sales and issuances of securities in the transactions described above were deemed to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Rule
701 promulgated thereunder, in that they were issued either pursuant to written compensatory benefits plans or pursuant to a written contract relating to compensation, as provided by Rule 701. In addition, on June 26, 2006, we filed a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering up to an aggregate of 2,000,000 shares of our Bitstream Class A Common Stock, par value $0.01 per share, which may be issued pursuant to awards under
the Bitstream Inc. 2006 Incentive Compensation Plan. For a discussion of the Company’s equity compensation plans, see Note 7 of the Notes to Consolidated Financial Statements included herein.

STYLE="margin-top:24px;margin-bottom:0px" ALIGN="center">EQUITY COMPENSATION PLANS

This excerpt taken from the BITS 10-K filed Mar 30, 2007.

ITEM 4. Submission Of Matters To A Vote Of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2006.

 

18


Table of Contents

PART II

 

ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MARKET INFORMATION

The Class A Common Stock of Bitstream began trading publicly on the NASDAQ National Market on October 30, 1996 under the symbol “BITS”. Effective February 28, 2003, due to an amendment to NASDAQ’s continued listing standards, we transferred our Class A Common Stock from the NASDAQ National Market to the NASDAQ Capital Market under the same symbol. Prior to October 30, 1996, there was no public market for our Class A Common Stock.

The following table sets forth the high and low bid information for our Class A Common Stock as reported on the NASDAQ Capital Market for the periods indicated. Such information reflects interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.

 

     2006    2005
     High    Low    High    Low

First Quarter

   $ 8.850    $ 3.410    $ 3.890    $ 1.860

Second Quarter

     9.790      4.400      3.910      2.400

Third Quarter

     9.570      4.070      3.950      2.660

Fourth Quarter

     11.200      7.810      4.210      2.500

As of March 15, 2007 our Class A Common Stock was held by approximately 100 holders of record and we believe that our Class A Common Stock was beneficially held by more than 500 holders. There are no issued and outstanding shares of our non-voting Class B Common Stock.

DIVIDENDS

Bitstream has never declared or paid cash dividends on its capital stock. We currently intend to retain earnings, if any, to support our growth strategy and do not anticipate paying cash dividends on our capital stock in the foreseeable future.

 

19


Table of Contents

RECENT SALES OF UNREGISTERED SECURITIES

During the years ended December 31, 2006, 2005, and 2004, Bitstream issued an aggregate of 505,539, 45,002, and 192,367 shares, respectively, of Class A Common Stock in connection with the exercise of vested options and warrants issued under our 1994 Stock Plan, 1996 Stock Plan, 1997 Stock Plan, and 2000 Stock Plan. There were no unregistered securities sold by us during the three years ended December 31, 2006. The sales and issuances of securities in the transactions described above were deemed to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Rule 701 promulgated thereunder, in that they were issued either pursuant to written compensatory benefits plans or pursuant to a written contract relating to compensation, as provided by Rule 701. In addition, on June 26, 2006, we filed a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering up to an aggregate of 2,000,000 shares of our Bitstream Class A Common Stock, par value $0.01 per share, which may be issued pursuant to awards under the Bitstream Inc. 2006 Incentive Compensation Plan. For a discussion of the Company’s equity compensation plans, see Note 7 of the Notes to Consolidated Financial Statements included herein.

LOGO

 

20


Table of Contents
This excerpt taken from the BITS 10-Q filed Aug 14, 2006.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

(a) On June 1, 2006, the Annual Meeting of Stockholders of the Company was held at the corporate offices of Bitstream Inc. located at 245 First Street, 17th Floor, Cambridge, Massachusetts 02142.

 

(b) George B. Beitzel, Anna M. Chagnon, Amos Kaminski, David G. Lubrano, and Charles Ying were elected at the Annual Meeting to serve as directors of the Company.

 

(c) The adoption of the Company’s 2006 Incentive Compensation Plan was approved and ratified.

 

(d) The following votes were tabulated on the aforementioned proposals:

Proposal 1. To elect a board of five (5) directors to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified.

 

Nominee

   For    Withheld Authority

George Beitzel

   8,087,283    266,032

Anna M. Chagnon

   8,336,650    16,665

Amos Kaminski

   8,087,623    265,692

David Lubrano

   8,087,623    265,692

Charles Ying

   8,202,370    150,945

Proposal 2. To approve and ratify the adoption of the Company’s 2006 Incentive Compensation Plan.

 

For

   Against    Abstain    Non-votes

2,981,237

   1,790,572    18,154    3,563,352
This excerpt taken from the BITS 10-K filed Mar 30, 2006.

ITEM 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2005.

PART II

 

ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MARKET INFORMATION

The Class A Common Stock of Bitstream began trading publicly on the Nasdaq National Market on October 30, 1996 under the symbol “BITS”. Effective February 28, 2003, due to an amendment to Nasdaq’s continued listing standard, we transferred our Class A Common Stock from the Nasdaq National Market to the Nasdaq Small Cap Market under the same symbol. Prior to October 30, 1996, there was no public market for our Class A Common Stock.

The following table sets forth the high and low bid information for our Class A Common Stock as reported on the Nasdaq Small Cap Market for the periods indicated. Such information reflects interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.

 

     2005    2004
     High    Low    High    Low

First Quarter

   3.890    1.860    3.720    2.300

Second Quarter

   3.910    2.400    3.400    1.850

Third Quarter

   3.950    2.660    1.980    1.240

Fourth Quarter

   4.210    2.500    4.340    1.400

As of March 15, 2006 our Class A Common Stock was held by approximately 100 holders of record and we believe that our Class A Common Stock was beneficially held by more than 500 holders. Our non-voting Class B Common Stock was not held by any holders of record.

DIVIDENDS

Bitstream has never declared or paid cash dividends on its capital stock. We currently intend to retain earnings, if any, to support our growth strategy and do not anticipate paying cash dividends on our capital stock in the foreseeable future.

 

17


Table of Contents

RECENT SALES OF UNREGISTERED SECURITIES

During the years ended December 31, 2005, 2004, and 2003, Bitstream issued an aggregate of 45,002, 192,367, and 97,904 shares, respectively, of Class A Common Stock in connection with the exercise of vested options and warrants issued under our 1994 Stock Plan, 1996 Stock Plan, 1997 Stock Plan, and 2000 Stock Plan. There were no unregistered securities sold by us during the three years ended December 31, 2005. The sales and issuances of securities in the transactions described above were deemed to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Rule 701 promulgated thereunder, in that they were issued either pursuant to written compensatory benefits plans or pursuant to a written contract relating to compensation, as provided by Rule 701. In addition, on October 25, 2001, we filed a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering up to an aggregate of 1,000,000 shares of our Bitstream Class A Common Stock, par value $0.01 per share, which may be issued upon exercise of stock options and warrants granted or which may be granted under our 2000 Stock Plan. For a discussion of the Company’s equity compensation plans, see Note 7- Stockholders’ Equity of the Notes to Consolidated Financial Statements included herein.

This excerpt taken from the BITS 10-Q filed Aug 15, 2005.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

  (a) On May 31, 2005, the Annual Meeting of Stockholders of the Company was held at the corporate offices of Bitstream Inc. located at 245 First Street, 17th Floor, Cambridge, Massachusetts 02142.

 

  (b) George B. Beitzel, Anna M. Chagnon, Amos Kaminski, David G. Lubrano, and Charles Ying were elected at the Annual Meeting to serve as directors of the Company.

 

  (c) The following votes were tabulated on the aforementioned proposal:

 

1. To elect a board of five (5) directors to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified.

 

Nominee


  For

  Withheld
Authority


George Beitzel

  7,380,825   259,937

Anna M. Chagnon

  7,619,483   21,279

Amos Kaminski

  7,333,179   307,583

David Lubrano

  7,332,179   308,583

Charles Ying

  7,576,537   64,225

 

  (d) Not applicable.

 

This excerpt taken from the BITS 10-Q filed May 13, 2005.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during the three months ended March 31, 2005.

 

This excerpt taken from the BITS 10-K filed Mar 29, 2005.

ITEM 4. Submission of Matters to a Vote of Security Holders

 

No matters were submitted to a vote of security holders during the fourth quarter of the year- ended December 31, 2004.

 

PART II

 

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