Item 8.01 Other Events.
Issuance of New Common Stock
On
All shares of New Common Stock are subject to the transfer restrictions provided in Article XIV of the Company's Amended and Restated Certificate of Incorporation (Charter). Article XIV of the Charter provides that, subject to the exceptions provided in Article XIV, any attempted transfer of the New Common Stock will be prohibited and void ab initio if (i) as a result of such transfer, any person will become a Substantial Stockholder (as defined below) other than by reason of Treasury Regulations section 1.382-2T(j)(3) or (ii) the Percentage Stock Ownership (as defined in the Charter) interest of any Substantial Stockholder will be increased. A "Substantial Stockholder" means a person with a Percentage Stock Ownership of 4.75% or more.
1
--------------------------------------------------------------------------------
© Edgar Online, source