STKR » Topics » General

This excerpt taken from the STKR 8-K filed Jun 27, 2008.

General

In all cases, payment for Common Shares deposited and taken up by the Offeror will be made only after timely receipt by the Depositary of the certificates representing the Common Shares, a Letter of Acceptance and Transmittal or a manually signed facsimile thereof, properly completed and duly executed, covering those Common Shares with the signatures guaranteed, if required, in accordance with the instructions set out in the Letter of Acceptance and Transmittal, and any other required documents.

The method of delivery of certificates representing Common Shares, the Letter of Acceptance and Transmittal and all other required documents is at the option and risk of the person depositing the same, and such documents will not be considered delivered unless they have been physically received at one of the addresses listed for the Depositary on the last page of this document. The Offeror recommends that all such documents be delivered by hand to the Depositary and a receipt obtained or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained.

This excerpt taken from the STKR DEF 14A filed Apr 21, 2008.

General

The Company may consider effecting a reverse stock split on or prior to the date of the Company’s next annual meeting of shareholders following the Meeting if such action is deemed appropriate and in the best interests of the Company and its shareholders. Such action may be taken, among other reasons, in order to preserve the listing of the Company’s Common Stock on the Nasdaq Global Market or the Nasdaq Capital Market, to meet listing requirements for other trading markets or exchanges, or for reasons related to capital markets generally, including attracting institutional investors. Given the time and expense associated with convening a special meeting of shareholders, which would be required to consider this issue at a later time, the Board of Directors has determined that it is most efficient and in the best interests of the Company’s shareholders to seek approval and authorization of a reverse stock split at the Meeting. If this proposal is approved by the Company’s shareholders at the Meeting or at an adjournment thereof, the Board of Directors would then have the discretion to implement a reverse stock split, within the parameters of the authority granted at the Meeting, at any time on or prior to the date of the Company’s next annual meeting of shareholders following the Meeting, without seeking further approval or authorization of the Company’s shareholders.

The Company’s shareholders are being asked to approve the reverse stock split proposal at the ratio of between 1-for-2 and 1-for-8, inclusive. The Board of Directors has adopted a resolution, (i) declaring the advisability of amending the Company’s Delaware Charter or Massachusetts Charter, as the case may be, to effect a reverse stock split by a ratio of between 1-for-2 and 1-for-8, inclusive, subject to shareholder approval, and (ii) authorizing any other action it deems necessary or appropriate to effect such a reverse stock split, without further approval or authorization of the Company’s shareholders, at any time on or prior to the date of the Company’s next annual meeting of shareholders following the Meeting. The Board of Directors may subsequently effect, in its discretion, a reverse stock split within the range approved by the shareholders based on its determination that such reverse stock split is appropriate and in the best interests of the Company and its shareholders.

If approved by the Company’s shareholders, and the Board of Directors determines that a reverse stock split is appropriate and in the best interests of the Company and its shareholders, the proposed reverse stock split could become effective on any date selected by the Board of Directors on or prior to the date of the Company’s next annual meeting of shareholders following the Meeting. The Board of Directors may only effect one of the proposed reverse stock splits within the range approved. Any reverse stock split effected by the Board of Directors shall be with respect to a whole number of shares of Common Stock only (i.e., 1-for-2, 1-for-3, 1-for-4, etc.). Moreover, the Board of Directors reserves the right, even after shareholder approval, to forego effecting a reverse stock split if such action is determined not to be appropriate and in the best interests of the Company and its shareholders. If the reverse stock split approved by the shareholders is subsequently not implemented by the Board of Directors and effected by the date of the next annual meeting of shareholders following the Meeting, the proposal will be deemed abandoned, without any further effect. In such case, the Board of Directors may again seek shareholder approval at a future date for a reverse stock split if it deems a reverse stock split to be advisable at that time.

Contingent on approval of this proposal by the requisite vote of the Company’s shareholders and thereafter implementation by the Board of Directors, upon filing of an amendment to (i) the Company’s Delaware Charter

 

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with the Secretary of State of the State of Delaware or (ii) the Company’s Massachusetts Charter with the Secretary of Commonwealth of the Commonwealth of Massachusetts, as the case may be, the reverse stock split would be effective in accordance with such amendment.

This excerpt taken from the STKR DEF 14A filed Apr 20, 2007.

General

The 2007 Plan provides for the grant of stock options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, stock options not intended to qualify as incentive stock options and restricted stock awards (each, an “Award”) to the Company’s employees, officers, directors, consultants and advisors. Incentive stock options may be granted only to employees of the Company.

The Company’s management relies on Awards as essential parts of the compensation packages necessary for the Company to attract, retain, compensate, motivate and reward directors, officers and employees. The Board of Directors of the Company believes that the approval of the 2007 Plan is essential to permit the Company to continue to provide long-term, equity-based incentives to present and future directors and key employees. While the 2007 Plan allows for the granting of stock options, the Company has not granted stock options since January 2005 and does not have any current plans to grant any stock options. Instead, the Company expects that it will continue to grant restricted stock to its directors for compensation and to senior employees and management. Nonetheless, the Board of Directors included the right to grant stock options, in addition to restricted stock and other stock-based Awards, in the 2007 Plan in case the Board subsequently decides to begin granting stock options again because of changes in tax laws and regulations or changes in compensation trends.

If the 2007 Plan is approved by the Company’s stockholders, no additional grants or awards will be made under the Company’s 2004 Stock Option and Incentive Plan (the “2004 Plan”). However, all then-outstanding stock options and other awards under the 2004 Plan will remain in effect subject to the terms of the 2004 Plan. Upon approval of the 2007 Plan, the Company’s Policy Regarding Compensation of Independent Directors (described more fully below under the section titled “Additional Information — Director Compensation”) will be amended to provide that all grants made under such policy will be made under the 2007 Plan instead of the 2004 Plan, as currently provided.

This excerpt taken from the STKR DEF 14A filed Apr 7, 2006.

General

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of StockerYale, Inc., a Massachusetts corporation (the “Company” or “StockerYale”), for use at the Company’s 2006 Special Meeting in Lieu of Annual Meeting of Shareholders (the “Meeting”), which will be held on Tuesday, May 16, 2006 at 10:00 a.m., local time, at the Company’s headquarters located at 32 Hampshire Road, Salem, New Hampshire 03079, and at any adjournments thereof, for the purposes set forth in the Notice of Special Meeting in Lieu of Annual Meeting of Shareholders (the “Notice of Meeting”).

The Notice of Meeting, this Proxy Statement, the accompanying proxy card and the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2005 (the “2005 Annual Report”) are being mailed to shareholders on or about April 13, 2006. The Company’s principal executive offices are located at 32 Hampshire Road, Salem, New Hampshire 03079 and its telephone number is (603) 893-8778.

This excerpt taken from the STKR DEF 14A filed Apr 12, 2005.

F. General

 

    The Audit Committee may form and delegate authority to subcommittees consisting of one or more of its members as the Audit Committee deems appropriate to carry out its responsibilities and exercise its powers.

 

    The Audit Committee may perform such other oversight functions outside of its stated purpose as may be requested by the Board from time to time.

 

    In performing its oversight function, the Audit Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management, the independent auditor and such experts, advisors and professionals as may be consulted with by the Audit Committee.

 

    The Audit Committee is authorized to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditor or any other professional retained by the Company to render advice to the Company attend a meeting of the Audit Committee or meet with any members of or advisors to the Audit Committee.

 

    The Audit Committee is authorized to incur such ordinary administrative expenses as are necessary or appropriate in carrying out its duties.

 

Notwithstanding the responsibilities and powers of the Audit Committee set forth in this Charter, the Audit Committee does not have the responsibility of planning or conducting audits of the Company’s financial statements or determining whether the Company’s financial statements are complete, accurate and in accordance with GAAP. Such responsibilities are the duty of management and, to the extent of the independent auditor’s audit responsibilities, the independent auditor. In addition, it is not the duty of the Audit Committee to conduct investigations or to ensure compliance with laws and regulations.

 

*****

 

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