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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Purpose
of the Reverse Stock Split Amendment
Our common stock currently trades on the Nasdaq Global Select
Market under the symbol SIRI. The Nasdaq Global
Select Market has several continued listing criteria that
companies must satisfy in order to remain listed on the
exchange. One of these criteria is that a companys common
stock have a trading price that is greater than or equal to
$1.00 per share. While Nasdaq has temporarily suspended the
$1.00 per share
Table of Contents
minimum bid requirement until July 19, 2009, we believe
that it is in the best interests of the company and our
stockholders to give the board the flexibility to meet these
requirements if and when Nasdaq resumes enforcement.
September 19, 2008 is the last day our common stock traded
above $1.00 per share. If the price of our common stock closes
below the minimum $1.00 per share required for continued listing
by Nasdaq for thirty consecutive business days following the end
of the temporary suspension, Nasdaq will notify us and provide
us an initial period of 180 calendar days to regain compliance.
Currently, we meet all of the Nasdaq Global Select Markets
continued listing criteria, other than the minimum trading price
requirement. We believe that approval of this proposal would
significantly reduce our risk of not meeting this continued
listing standard in the future.
The purpose of the reverse stock split is to increase the per
share trading value of our common stock. Our board of directors
intends to effect the proposed reverse stock split only if it
believes that a decrease in the number of shares outstanding is
likely to improve the trading price for our common stock, and
only if the implementation of a reverse stock split is
determined by the board of directors to be in the best interests
of the company and its stockholders. Our board of directors may
exercise its discretion not to implement a reverse stock split.
This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. Purpose
of the Reverse Stock Split Amendment
Our common stock currently trades on the Nasdaq Global Select
Market under the symbol SIRI. The Nasdaq Global
Select Market has several continued listing criteria that
companies must satisfy in order to remain listed on the
exchange. One of these criteria is that a companys common
stock have a trading price that is greater than or equal to
$1.00 per share. While, on October 16, 2008, Nasdaq
temporarily suspended the $1.00 per share minimum bid
requirement until January 16, 2009, we believe that it is
in the best interests of the company and our stockholders to
give the board the flexibility to meet these requirements when
Nasdaq resumes enforcement. September 19, 2008 is the last
day our common stock traded above $1.00 per share. If the price
of our common stock closes below the minimum $1.00 per share
required for continued listing by Nasdaq for thirty consecutive
business days following the end of the temporary suspension,
Nasdaq will notify us and provide us an initial period of
180 calendar days to regain compliance. Currently, we meet
all of the Nasdaq Global Select Markets continued listing
criteria, other than the minimum trading price requirement.
Although our common stocks trading price has not been
below the $1.00 per share level for thirty consecutive trading
days (the length of time the trading price would need to be
below the minimum trading price before the Nasdaq Global Select
Market could initiate delisting procedures), we believe that
approval of this proposal would significantly reduce our risk of
not meeting this continued listing standard in the future.
The purpose of the reverse stock split is to increase the per
share trading value of our common stock. Our board of directors
intends to effect the proposed reverse stock split only if it
believes that a decrease in the number of shares outstanding is
likely to improve the trading price for our common stock, and
only if the implementation of a reverse stock split is
determined by the board of directors to be in the best interests
of the company and its stockholders. Our board of directors may
exercise its discretion not to implement a reverse stock split.
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