This excerpt taken from the NSR 10-Q filed Aug 15, 2005.
Item 4. Submission of Matters to a Vote of Security Holders
Prior to our initial public offering, on May 24, 2005, we solicited written consents from our stockholders to approve our restated certificate of incorporation, bylaws and 2005 Stock Incentive Plan, each as currently in effect. As of June 28, 2005, we had received written consents from the holders of a sufficient number of shares to adopt the resolutions approving such matters. Specifically, we received written consents from holders of the following:
(1) The number of shares of common stock includes shares of common stock issuable upon conversion of the then-outstanding shares of preferred stock, all of which were converted into common stock prior to the initial public offering. Shares of common stock have not been adjusted to reflect the stock split effected as part of the recapitalization in connection with our initial public offering.
Prior to our initial public offering, we paid accrued and unpaid dividends on each outstanding series of our preferred stock. In connection with the payment of that dividend, we solicited written consents from the holders of our then-outstanding Series D Voting Convertible Preferred Stock, who had the right under our then-effective certificate of incorporation to approve the declaration and payment of such dividend. As of June 21, 2005, we had received written consents from the holders of all of our outstanding shares of Series D Voting Convertible Preferred Stock (9,098,525 shares of Series D Voting Convertible Preferred Stock in total) to approve the declaration and payment of such dividend.