SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
JANUS HOTELS AND RESORTS, INC.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
N/A
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2. Aggregate number of securities to which transaction applies:
N/A
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
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4. Proposed maximum aggregate value transaction:
N/A
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5. Total fee paid:
N/A
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|_| Fee paid previously with preliminary materials.
N/A
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
N/A
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2. Form, Schedule or Registration Statement No.:
N/A
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3. Filing Party:
N/A
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4. Date Filed:
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JANUS HOTELS AND RESORTS, INC.
2300 CORPORATE BLVD. N.W., SUITE 232
BOCA RATON, FLORIDA 33431-8596
TELEPHONE (561) 994-4800, FACSIMILE (561) 997-5331
January 23, 2001
To Our Stockholders:
On behalf of the Board of Directors of Janus Hotels and Resorts, Inc. (the
"Company"), I cordially invite you to attend a Special Meeting of Stockholders
(the "Special Meeting"). The Special Meeting will be held at ________ Eastern
Standard Time on March 15, 2001 at the offices of ________, Cincinnati, Ohio
___. The formal notice of the Special Meeting appears on the next page. During
the Special Meeting, stockholders who are present will have the opportunity to
meet and ask questions of our senior management team.
We believe that type of interaction between stockholders and management is
important and hope that you will be able to attend the Special Meeting.
Whether or not you are able to attend the Special Meeting, it is important
that your views be represented. To be sure that happens, please sign and date
the enclosed proxy card and return it in the envelope provided. If you plan to
attend the Special Meeting, please check the appropriate box on the proxy card.
Sincerely,
Louis S. Beck
Chairman of the Board of Directors and
Chief Executive Officer
<PAGE>
JANUS HOTELS AND RESORTS, INC.
2300 Corporate Blvd., N.W. Suite 232
Boca Raton, Florida 33431-8596
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 15, 2001
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To Our Stockholders:
A Special Meeting of the Stockholders of Janus Hotels and Resorts, Inc.
(the "Company") will be held at the offices of ______ Cincinnati, Ohio, on March
15, 2001 at ________ Eastern Standard Time for the following purposes:
(1) A proposal to cashout stockholders holding fewer than 100 shares of
the Company's Common Stock ("Common Stock") by way of an amendment
to the Company's Restated Certificate of Incorporation, as amended
(the "Certificate of Incorporation") to effect a reverse stock split
followed by a forward stock split of Common Stock; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on January 19, 2001
as the record date for determining the stockholders entitled to notice of and to
vote at the meeting and any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for the
text of the resolutions to be proposed at the meeting and further information
regarding each proposal to be made.
STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY BY MAIL IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
LAWRENCE A. GOLDMAN
Secretary
January 23, 2001
Boca Raton, Florida
<PAGE>
JANUS HOTELS AND RESORTS, INC.
2300 Corporate Blvd., N.W. Suite 232
Boca Raton, Florida 33431-8596
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PROXY STATEMENT
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This Proxy Statement is furnished by the Board of Directors (the "Board of
Directors") of Janus Hotels and Resorts, Inc., a Delaware corporation (the
"Company" or "Janus"), in connection with the solicitation of proxies to be used
at a Special Meeting of Stockholders (the "Meeting") to be held at _______
Cincinnati, Ohio, on March 15, 2001 at _______ Eastern Standard Time, and at any
adjournment thereof. This Proxy Statement is being mailed to stockholders on or
about January 23, 2001. The principal executive offices of the Company are
located at 2300 Corporate Blvd., N.W., Suite 232, Boca Raton, Florida
33431-8596.
Only stockholders of record at the close of business on the record date,
January 19, 2001, will be entitled to vote at the Meeting and at all
adjournments thereof.
On January 19, 2001, there were issued and outstanding [11,883,212.829]
shares of Common Stock, par value $.01 per share (the "Common Stock"). Each
share of Common Stock is entitled to one vote on each matter to be voted upon.
On January 19, 2001 there were issued and outstanding [16,788.08] shares of the
Company's preferred stock, Series B, par value $.01 per share (the "Preferred
Stock"). The holders of Preferred Stock do not have the right to vote on any
matter being considered at the Meeting. A majority of the shares of Common Stock
entitled to vote at the Meeting will constitute a quorum for the transaction of
business. There are no cumulative voting rights.
GENERAL INFORMATION
Voting of Proxies
If a proxy is properly signed by a stockholder and is not revoked, the
shares represented thereby will be voted at the Meeting in the manner specified
on the proxy, or if no manner is specified with respect to any matter therein,
such shares will be voted by the persons designated therein (a) "FOR" the
reverse stock split followed by a forward stock split of the Common Stock and
(b) in connection with the transaction of such other business as may properly be
brought before the meeting, in accordance with the judgment of the person or
persons voting the proxy.
Votes will not be considered cast, however, if the shares are not voted
for any reason, including an abstention indicated as such on a written proxy or
ballot, if directions are given in a written proxy to withhold votes or if the
votes are withheld by a broker.
The proxy may be revoked by the stockholder at any time prior to the
voting thereof by giving notice of revocation in writing to the Secretary of the
Company, by duly executing and delivering to the Secretary of the Company a
proxy bearing a later date or by voting in person at the Meeting.
<PAGE>
PROPOSAL TO AMEND THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT
A REVERSE STOCK SPLIT FOLLOWED BY A FORWARD STOCK SPLIT
OF COMMON STOCK
Summary of the Proposed Transaction.
The Board of Directors has authorized and recommends for Stockholder
approval, a cashout of stockholders owning fewer than 100 shares of the
Company's stock by way of a 1-for-100 reverse stock split followed immediately
by a 100-for-1 forward stock split of Common Stock (the reverse and forward
stock splits are referred to together as the "Stock Splits"). As permitted by
Delaware law, stockholders whose shares of stock are converted into less than 1
share in the reverse split will receive cash payments equal to the Trading Value
(see "Trading Value" below) of those fractional interests.
If approved, the Stock Splits will take place on April 2, 2001. In order
to complete the Stock Splits, stockholders holding a majority of the voting
power of the Common Stock entitled to vote at the Meeting must approve the
proposal to amend the Company's Restated Certificate of Incorporation, as
amended (the "Certificate of Incorporation"). Messrs. Louis S. Beck and Harry
Yeaggy, the Chairman and Vice Chairman of the Company, respectively, in the
aggregate control [32.94]% of the shares of Common Stock entitled to vote at the
Special Meeting. Messrs. Beck and Yeaggy have indicated to the Company that they
will vote in favor of the Proposal. Attached as Exhibit A to this Proxy is the
proposed amendment to the Certificate of Incorporation that is the subject of
this Proposal.
Effect on Stockholders of Approval of Proposal
If the Company's stockholders approve the proposal to amend the
Certificate of Incorporation to effect a reverse stock split followed by a
forward stock split of the Common Stock, the Stock Splits will go forward on
April 2, 2001 and Common Stockholders will be effected as follows:
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Stockholder as of April 2, 2001: Net Effect After Completion of
Stock Splits:
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Stockholders holding 100 or more Stockholders holding 100 or more
Shares of Common Stock shares of Common Stock will not be
effected by the Stock Splits. Each
holder of 100 or more of Common
Stock will continue to hold the
same number of shares of Common
Stock after the Stock Splits.
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Stockholders holding 99 or fewer Stockholders holding 99 or fewer
Shares of Common Stock. shares of Common Stock will be cashed out
at a price per share based on the Trading
Value of the Common Stock on the effective
date of the Stock Splits (see "Trading
Value" below). Stockholders whose shares
of Common Stock are being cashed out will
not have to pay any commissions or other
fees as a condition to the cash-out.
Holders of the Common Stock that is being
cashed out will not have any continuing
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equity interest in the Company after the
effective date of the Stock Splits.
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Reasons for the Stock Splits
The Board of Directors recommends that the Stockholders approve the Stock
Splits for the following reasons (see also "Purpose of the Stock Splits"):
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Concerns Resolution of Concerns
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Large Number of Small Stockholders The Company is the successor to
United States Lines, Inc. ("U.S. Lines"),
which reorganized under Chapter 11 of the
United States Bankruptcy Code in 1990.
Under the plan of reorganization, the
thousands of former creditors of U.S.
Lines became entitled to proportionate
shares of an aggregate of 5,000,000 shares
of Common Stock. Accordingly, the Company
has approximately _____ stockholders who
own less than 100 shares. It is costly for
the Company to maintain these accounts.
The Stock Splits will reduce the number of
stockholders with small accounts and
result in cost savings for the Company.
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Difficulty in Disposing of Company It is disproportionately expensive
Stock by Small Stockholders for stockholders with fewer than
100 shares to sell their shares on
the open market. The Stock Splits
cash out stockholders with small
holdings without any transaction
costs, such as brokerage fees. If
these stockholders do not want to
cash out their holdings of Common
Stock, they may purchase additional
shares on the open market to
increase their holdings to at least
100 shares. If applicable,
stockholders may also consolidate
several accounts into one to attain
the 100 share minimum level.
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Nature of the Stock Splits
The Stock Splits include both a reverse stock split and a forward stock
split of the Common Stock. If the Stock Splits are approved at the Meeting, they
will occur at the close of business on April 2, 2001. In the reverse stock
split, all stockholders on April 2, 2001 will receive 1 share of Common Stock
for every 100 shares of Common Stock owned by them at that time. Any stockholder
owning fewer than 100 shares of Common Stock will receive a cash payment instead
of a fractional share. This cash payment will be based on the Trading Value of
the cashed-out Common Shares at that time (see "Trading Value," below, for the
method the Company will use to determine the cash-out price).
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Immediately following the reverse split, also on April 2, 2001, all
stockholders who are not cashed out will receive in the forward stock split, 100
shares of Common Stock for each share of Common Stock owned by them after
completion of the reverse stock split. If a stockholder owns 100 or more shares
of Common Stock, any fractional share in that account will not be cashed out
after the reverse split and the total number of shares held in that account will
not change as a result of the Stock Splits.
The following examples will help explain the Stock Splits and how they
effects various stockholders:
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Hypothetical Stockholder Holding Result after Stock Splits
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Mr. Jones is a stockholder who owns No fractional shares are being
75 shares of Common Stock at the issued in the reverse split (Mr. Jones'
close of business on April 2, 2001. Common Stock would have converted into
Assume the Trading Value of Common 75/100ths of a share). Mr. Jones will
Stock on that day is $1.75 per instead receive cash for his fractional
interest. Using the hypothetical Trading
Value of $1.75 per share, Mr. Jones would
receive $131.25 (75 x $1.75) and would no
longer be a stockholder. If Mr. Jones
desires to remain a stockholder, he could
purchase 25 shares of Common Stock in the
open market and include those shares in
the same Company share account far enough
in advance so that on April 2, 2001 he
would own 100 shares. In that case, he
would not be cashed out in the share
reverse split.
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Mrs. Harris is a stockholder who Mrs. Harris is entitled to receive
owns 75 shares of Common Stock in cash equal to the Trading Value of the
one account and 55 shares of Common Common Stock in each account in lieu of a
Stock in a second account. Both fractional interest. Using the
accounts are in her name only. hypothetical Trading Value of $1.75 per
share, Mrs. Harris would receive one check
for $131.25 (75 x $1.75) and one check for
$96.25 (55 x $1.75) and would no longer be
a stockholder. If she desires to remain a
stockholder she could combine the accounts
into one having 130 shares. She would have
to act in time to consolidate the accounts
by the close of business on April 2, 2001.
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Purpose of the Stock Splits
The Company is the successor to U.S. Lines, which once was one of the
largest containerized cargo shipping companies in the world. On November 24,
1986, McLean Industries, Inc., First Colony Farms, Inc. and their subsidiaries,
U.S. Lines and United States Lines (S.A.), Inc., filed petitions for relief
under Chapter 11 of the United States Bankruptcy Code. Soon thereafter, the
shipping operations of U.S. Lines ceased. U.S. Lines emerged from bankruptcy in
1990 under the terms of the First Amended and Restated Joint Plan of
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<PAGE>
Reorganization dated February 23, 1989 (the "Plan"). The name of U.S. Lines was
changed to Janus Industries, Inc. Under the terms of the Plan, (i) the United
States Lines, Inc. and United States Lines (S.A.), Inc. Reorganization Trust
(the "Reorganization Trust") was created for the benefit of unsecured creditors;
(ii) certain assets of U.S. Lines were transferred to the Reorganization Trust
and (iii) U.S. Lines was discharged of all liabilities. Five million shares of
Common Stock were originally issued to the Reorganization Trust. The Plan also
provided for a sale of stock to an investor who would identify investment
opportunities for the Company. The original investor was unsuccessful in its
efforts on behalf of the Company, and the Company redeemed the investor's
interest in 1995.
In 1997, the Company entered the hospitality business by engaging in a
transaction with Louis S. Beck ("Beck") and Harry Yeaggy ("Yeaggy") who became
the Company's major stockholders.
The trust agreement of the Reorganization Trust provided for shares of
Common Stock to be distributed to the unsecured creditors as their claims were
allowed. To date, ______ shares of Common Stock have been distributed to former
creditors. The Reorganization Trust continues to hold 364,416,367 shares for the
benefit of asbestos-related and other non-asbestos late-manifesting personal
injury claimants against U.S. Lines. As a result of the stock distribution
mechanism established under the Plan, the Company has a very high number of
stockholders for a company its size, but many of these stockholders have only a
minimal share interest. In addition, a high percentage of the outstanding shares
of Common Stock is concentrated in Messrs. Beck and Yeaggy and a few holders,
who were the major creditors of U.S. Lines, and as a result, the Company's stock
does not trade daily or its trading volume is frequently low. It is also cost
prohibitive for stockholders owning less than 100 shares to dispose of their
stock. The Stock Splits will provide stockholders with 99 or fewer shares with a
cost-effective way to cash out their investments. This is because the Company
will not charge any service fees in connection with the Stock Splits. Absent the
Stock Splits, small stockholders would likely incur brokerage fees
disproportionately high relative to the market value of their shares when
selling such shares. In many cases, small stockholders have difficulty finding a
broker willing to handle their transactions at all. The Stock Splits eliminate
these problems for most small stockholders.
The Company will benefit from cost savings as a result of the Stock
Splits. The costs of administering each stockholder's account is the same
regardless of the number of shares held. Therefore the Company finds its costs
to be disproportionately high when compared with the total number of shares
involved.
The Board believes it to be in the best interest of both the Company and
its stockholders to eliminate the administrative burden and costs associated
with the approximately ____ accounts with fewer than 100 shares. The Company
expects to decrease direct and indirect costs of administering stockholder
accounts each year if the Stock Splits are completed.
The Company is proposing the Stock Splits in lieu of an odd-lot tender
offer because of the time, effort and expense the Company would expend on an
effective odd-lot tender offer. Many of the stockholders owning less than 100
shares are located outside of the United States.
The Company is proposing the forward stock split to occur after the
reverse stock split to avoid disruption to the holders of 100 or more shares of
Common Stock and to the market for the Common Stock. Stockholders already owning
100 or more shares of Common Stock will not be affected by the Stock Splits
except that they will be required to surrender their stock certificates
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<PAGE>
in exchange for certificates bearing the new CUSIP number (see "Stock
Certificates" below). There should be no direct effect on the market price for
the Common Stock.
From time-to-time, the Company has been purchasing shares of Common Stock
in the open market. Whether or not the Stock Splits are approved, the Company
may continue such purchases in the future or take other actions that might
increase or decrease its stockholder base.
Effect of the Stock Splits on Company Stockholders
Stockholders with 99 or fewer Shares
Stockholders of the Company owning 99 shares or less of the Common Stock
will be cashed out if the Stock Splits are completed. No fractional shares of
Common Stock will be issued in the reverse split. Instead, stockholders will
receive cash equal to the Trading Value for their fractional interests. See
"Trading Value" below. After the Stock Splits, such stockholders will have no
further interest in the Company. They will no longer be entitled to vote as a
stockholder or share in the Company's assets, earnings or profits. Stockholders
cashing-out will not be subject to any service fee or brokerage charge or
commissions imposed by the Company.
All stockholders will receive a letter of transmittal from the Company as
soon as practical after March 16, 2001. The letter of transmittal will contain
instructions concerning how to surrender stock certificate(s) to the Company's
transfer agent, together with a completed and executed letter of transmittal.
PLEASE DO NOT SEND IN ANY CERTIFICATES UNTIL YOU RECEIVE YOUR LETTER OF
TRANSMITTAL.
Amounts paid to cashed-out stockholders will be subject to applicable
federal and state income tax as well as state abandoned property laws.
Cashed-out stockholders will not receive any interest on cash payments owed to
them as a result of the Stock Splits.
Stockholders owning 99 shares or less who wish to remain Company
stockholders after the Stock Splits may either purchase sufficient additional
shares of Common Stock to bring their holdings to or exceeding 100 shares, or
consolidate their accounts so as to be holding, in one account, 100 or more
shares on April 2, 2001, immediately prior to the reverse split.
Stockholders with 100 or more Shares
Stockholders already owning 100 or more shares of Common Stock as of the
close of business on April 2, 2001 will not be impacted by the Stock Splits
except that they will be required to surrender their stock certificates in
exchange for certificates bearing the new CUSIP number (see "Stock Certificates"
below). As a result of the reverse split, their holdings will be converted into
1/100th of the number of shares held immediately prior to the reverse split.
Immediately after the reverse split, their shares will be reconverted in the
forward stock split into the number of shares held before the reverse split.
Stockholders owning in excess of 100 shares will receive fractional shares in
the reverse split and therefore will retain all of their shares once the forward
stock split has been effected.
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<PAGE>
Shares Subject to the Company's 1996 Stock Option Plan
The Stock Splits are not intended to affect the number of shares subject
to the Company's 1996 Stock Option Plan.
Trading Value
Under Delaware law, the Company is not required to issue fractional shares
in the reverse split. The Company intends to cash-out stockholders' fractional
interests at the Trading Value of such interests. Trading Value shall be the
average, over the 20 trading days prior to and including April 2, 2001, of the
high and low trading prices each day. If there is no trading on any day, the
Trading Value for that day will be the average of the closing bid and asked
prices.
The Company believes the Stock Splits are fair to the holders of 99 or
fewer shares because the transaction will provide them with cash for their
shares, because the cash amount will be determined by the market over a 20-day
period, and because the Company will not charge such holders with any fees or
commissions in order to cash out their shares.
Effect of the Stock Splits on the Company
The Stock Splits will not affect the public registration of the Common
Stock with the SEC under the Securities Exchange Act of 1934, as amended.
The Company expects that the Stock Splits will not affect the eligibility
for trading of the Common Stock on the NASDAQ Small Cap Market; although it is
possible that the reduction in the number of stockholders and outstanding shares
could adversely affect liquidity and marketability, the Company does not expect
an adverse effect.
The Certificate of Incorporation presently authorizes the issuance of
15,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The
number of authorized shares will not change as a result of the Stock Splits. On
January 19, 2001, there were [11,883,212.829] shares of Common Stock
outstanding. The total number of outstanding shares of Common Stock will be
reduced by the number of shares held by the cashed out stockholders immediately
prior to the reverse split. Based upon the Company's best estimates if the Stock
Splits had taken place as of January 1, 2001, the number of outstanding shares
of Common Stock would have been reduced in the Stock Splits by approximately
________ shares and the number of holders of Common Stock would have been
reduced from approximately ______ to approximately ________. At January 1, 2001,
the closing price for the Common Stock was $____. If the Stock Splits had been
completed on that date, cash payments to cashed-out stockholders would have been
approximately $_________, with approximately ______ shares of Common Stock
purchased by the Company. The actual amounts will vary depending on the number
of cashed-out stockholders on April 2, 2001 and the Trading Price of the Common
Stock.
Par value of the Common Stock will remain at $.01 per share after the
Stock Splits.
Stock Certificates
A new CUSIP number will be assigned to the Common Stock as a result of the
Stock Splits and will appear on stock certificates issued after April 2, 2001.
As soon as practicable after the effective date of the Stock Splits, the
Company's transfer agent will mail a letter of transmittal
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to each holder of a stock certificate or certificates that represent issued
Common Stock on the effective date of the Stock Splits. Upon proper completion
and execution of the letter of transmittal and return thereof to the transfer
agent, together with old certificates, holders of 100 or more shares on the
effective date of the Stock Splits will receive certificates representing the
new CUSIP number and the same amount of shares of Common Stock held by such
holders prior to the Stock Splits. Until surrendered, each outstanding old
certificate held by a Stockholder who holds 100 or more shares shall be deemed
for all purposes to represent the number of whole shares to which the holder is
entitled as a combined result of the Stock Splits, which in effect is the same
number of shares held by such holder prior to the Stock Splits. With regard to
cash-out stockholders, no cash payment will be made until the Stockholder has
surrendered his outstanding certificates together with the letter of transmittal
to the Company's transfer agent.
Tax Consequences
BECAUSE OF THE COMPLEXITY OF THE INTERNAL REVENUE CODE AND BECAUSE TAX
CONSEQUENCES MAY VARY DEPENDING ON THE PARTICULAR FACTS RELATING TO EACH
STOCKHOLDER, STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE
FEDERAL, STATE, LOCAL AND FOREIGN TAX EFFECTS OF THE STOCK SPLITS IN LIGHT OF
THEIR INDIVIDUAL CIRCUMSTANCES.
Appraisal Rights
No appraisal rights are available under the Delaware General Corporation
Law to any stockholder who dissents from the Stock Splits proposal.
Reservation of Rights
The Company's Board of Directors reserves the right to abandon the Stock
Splits without further action by the Stockholders at any time before the filing
of the amendments to the Certificate of Incorporation with the Delaware
Secretary of State, even if the Stock Splits have been authorized by the
stockholders at the meeting.
OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Meeting other than as stated in this Proxy Statement, and is not aware that any
other matters will be presented for action at the Meeting. If any other matters
come before the Meeting, the persons named in the enclosed form of proxy will
vote the proxy with respect thereto in accordance with their best judgment,
pursuant to the discretionary authority granted by the proxy.
If you do not plan to attend the Meeting in person, please complete, sign,
date and return the enclosed proxy card promptly. Even if you do plan to attend
the Meeting, please so note where provided and return the proxy card promptly.
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ADDITIONAL INFORMATION
Expenses of Solicitation
The cost of the solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by regular employees
of the Company, either personally or by telephone or telecopy. The Company does
not expect to pay any compensation for the solicitation of proxies.
BY ORDER OF THE BOARD OF
DIRECTORS
Louis S. Beck
Chairman of the Board and
Chief Executive Officer
Dated: January 23, 2001
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Exhibit A
Proposed Amendment to Restated Certificate of Incorporation, As Amended,
To Effect A Reverse Stock Split Followed by a Forward Stock Split
RESOLVED: that ARTICLE 4 of the Company's Restated Certificate of Incorporation,
as amended, is hereby amended by adding the provisions below following paragraph
(5):
(6)
(a) Reverse Stock Split. At 6:00 p.m. (Eastern Time) on the effective date
of the amendment adding these paragraphs to ARTICLE 4 (the "Effective Date"),
each share of the Common Stock held as of 6:00 p.m. (Eastern Time) on the
Effective Date shall be and hereby is automatically reclassified and converted,
without further action, into one-one hundredth (1/100) of one share of the
Common Stock. No fractions of shares shall be issued to any Odd-Lot Holder (as
defined below), and from and after 6:00 p.m. (Eastern Time) on the Effective
Date, each Odd-Lot Holder shall have no further interest as a stockholder in
respect of such fractions of shares, and in lieu of receiving such fractions of
shares shall be entitled to receive, upon surrender of the certificate or
certificates representing shares of Common Stock held by such Odd-Lot Holder,
the cash value of such fractions of shares based upon the average of the high
and low trading prices per share of the Common Stock on the NASDAQ Small Cap
Market each day, (or for any day for which the Common Stock does not trade, the
average of the closing bid and asked prices per share) averaged for the 20
trading days immediately preceding the Effective Date, without interest. An
"Odd-Lot Holder" is defined as a holder of fewer than 100 shares of Common Stock
as of 6:00 p.m. (Eastern Time) on the Effective Date, who would be entitled to
less than one whole share of Common Stock in respect of such shares as a result
of such reclassification and conversion.
(b) Forward Stock Split. At 7:00 p.m. (Eastern Time) on the Effective
Date, each share of the Common Stock and any fraction thereof held by a holder
of one or more shares of Common Stock as of 7:00 p.m. (Eastern Time) on the
Effective Date shall be and hereby is automatically reclassified and converted,
without further action, into the Common Stock, on the basis of one hundred (100)
new shares of Common Stock for each whole share of Common Stock.
