This excerpt taken from the PCU DEF 14A filed Feb 25, 2005.
Delaware Law, we are required to seek your approval to (i) increase the number of shares of capital stock which we are authorized to issue from 100,000,000
shares to 167,207,640 shares and (ii) to designate such newly-authorized shares as shares of Common Stock because such actions require amendments to our certificate of incorporation. Please
read the section entitled, "Proposal No 1: Amendment to The Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Capital Stock and Designate
such Newly-Authorized Shares as Shares of Common Stock" on page 12 of this document.
the listing rules of the New York Stock Exchange, we are required to seek your approval for the issuance of the 67,207,640 shares of our Common Stock in connection
with the merger because they represent a greater than 20% increase in our outstanding capital stock and because they are being issued to a substantial security holder. Please read the section
entitled, "Proposal No. 2: Approval of the Issuance of Common Stock in the Merger" on page 13 of this document.
Delaware Law, we are required to seek your approval to change the composition and responsibilities of certain committees of our board of directors because such action
requires amendments to our certificate of incorporation. Please read the section entitled, "Proposal No 3: Amendment to the
Restated Certificate of Incorporation to Change the Composition and Responsibilities of Certain Committees of the Board of Directors" on page 14 of this document.
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