Item 8.01 Other Events.
Additional Information and Where to Find It
In connection with the approval of the Amendment, the Company intends to file a
proxy statement with the
Investors and Stockholders may obtain a free copy of any proxy statement (when
available) and other documents filed by the Company with the
Participants in the Solicitation of Proxies
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Stockholders in connection
with the approval of the Amendment. Information regarding the Company's
directors and executive officers, including a description of their direct
interests, by security holdings or otherwise, will be contained in the
Definitive Proxy Statement (when available). Stockholders may obtain additional
information regarding the direct and indirect interests of the participants in
the solicitation of proxies in connection with the approval of the Amendment,
including the interests of the Company's directors and executive officers in the
proposed transaction, which may be different than those of the Stockholders
generally, by reading the Definitive Proxy Statement and any other relevant
documents that are filed or will be filed with the
No Offer or Solicitation
This Amended 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Amendment, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This Amended 8-K and the Original 8-K may contain certain forward-looking
statements within the meaning of the federal securities laws with respect to the
Exchange contemplated by the Exchange Agreement and the proposed Amendment to
the Company's Articles of Incorporation, as amended. Whenever you read a
statement that is not simply a statement of historical fact (such as statements
including words like "believe," "expect," "anticipate," "intend," "will,"
"plan," "seek," "may," "estimate," "could," "potentially" or similar
expressions), you must remember that these are forward-looking statements, and
that the Company's expectations may not be correct, even though the Company
believes they are reasonable. Forward-looking statements are predictions,
projections, and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this Amended 8K and the
Original 8-K, including, among others, the following: (i) the risk that the
Company could fail to satisfy the conditions to the consummation of the Exchange
contemplated by the Exchange Agreement, including the adoption of the Amendment
by the Company's Stockholders; (ii) the occurrence of any event, change, or
other circumstance that could give rise to the termination of the Exchange
Agreement; (iii) the outcome of any legal proceedings that may be instituted
against the Company related to the Exchange Agreement or related matters;
(iv) the effect of the announcement or pendency of the Exchange or the proposed
Amendment on the Company's business relationships, operating results, or
performance; (v) changes in the capital structure of the Company following the
consummation of the Exchange; (vi) changes in the competitive industries and
markets in which the Company operates or plans to operate; and (vii) current and
future conditions in the global economy and their impact on the Company, its
business, and the markets in which it operates. The forward-looking statements
contained in this Amended 8-K and the Original 8-K are also subject to
additional risks, uncertainties, and factors, including those described in the
Company's most recent Quarterly Report on Form 10Q, filed with the
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