Item 5.07. Submission of Matters to a Vote of Security Holders
On
There were 47,311,982 shares of Company common stock issued and outstanding on the record date and entitled to vote at the Special Meeting and 34,177,754 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. The items voted upon at the Special Meeting and the final voting results for each proposal were as follows:
Proposal 1 - Merger Proposal Votes Votes Votes For Against Abstaining 34,064,472 61,610 51,672
Proposal 2 - Adjournment Proposal
Votes Votes Votes For Against Abstaining 31,729,830 2,371,826 76,098
Proposal 3 - Compensation Proposal
Votes Votes Votes For Against Abstaining 12,089,262 21,923,237 165,254
No other business properly came before the Special Meeting.
Item 8.01. Other Events
The adoption of the Merger Agreement by the Company's stockholders satisfies one
of the conditions to the closing of the Merger. The closing of the Merger
remains subject to other customary closing conditions, including receipt of
approval from the
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Forward-looking statements
This Current Report on Form 8-K, and the documents to which the Company refers
you in this communication, contains not only historical information, but also
forward-looking statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements represent the Company's expectations or beliefs concerning future
events, including the timing of the transaction and other information relating
to the transaction. Forward-looking statements include information concerning
possible or assumed future results of operations of the Company, the expected
completion and timing of the transaction and other information relating to the
transaction. Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," "intends," "forecasts," "should,"
"estimates," "contemplate," "future," "goal," "potential," "predict," "project,"
"projection," "may," "will," "could," "should," "would," "assuming" and similar
expressions are intended to identify forward-looking statements. You should read
statements that contain these words carefully. They discuss the Company's future
expectations or state other forward-looking information and may involve known
and unknown risks over which the Company has no control. Those risks include,
(i) the risk that the transaction may not be completed in a timely manner or at
all, which may adversely affect the Company's business and the price of the
common stock of the Company, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the receipt of regulatory approvals
from various governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or more
governmental entities may deny approval, (iii) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement, (iv) the risk that the definitive Merger Agreement may be
terminated in circumstances that require the Company to pay a termination fee;
(v) risks regarding the failure to obtain the necessary financing to complete
the Merger, (vi) the effect of the announcement or pendency of the transaction
on the Company's business relationships, operating results and business
generally, (vii) risks that the proposed transaction disrupts current plans and
operations, (viii) risks related to diverting management's attention from the
Company's ongoing business operations, and (ix) the outcome of any legal
proceedings that may be instituted against the Company related to the Merger
Agreement or the transaction. Forward-looking statements speak only as of the
date of this communication or the date of any document incorporated by reference
in this document. Further risks that could cause actual results to differ
materially from those matters expressed in or implied by such forward-looking
statements are described in the Company's
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