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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
PROPOSAL NO. 1: THE REVERSE STOCK SPLIT PROPOSAL
General
Reasons for the Reverse Stock Split
Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates
Effect on Beneficial Holders (i.e., Stockholders Who Hold in “Street Name”)
Effect on Registered “Book-Entry” Holders (i.e., Stockholders That are Registered on the Transfer Agent’s Books and Records but do not Hold Certificates)
Fractional Shares
Accounting Matters
Potential Anti-Takeover Effect
No Appraisal Rights
Certain Federal Income Tax Consequences of the Reverse Stock Split
Reservation of Right to Abandon Reverse Stock Split
Vote Required for Approval of this Proposal and Recommendation
PROPOSAL NO. 2: THE AUTHORIZED SHARE INCREASE PROPOSAL
General
Purpose and Effect of the Authorized Share Increase
Vote Required for Approval of this Proposal and Recommendation
PROPOSAL NO. 3: THE REINCORPORATION PROPOSAL
General
Principal Features of the Reincorporation
Regulatory Approvals and Effective Time
Consequences If Proposal No. 3 Is Not Approved
Securities Law Consequences
Effect of Not Obtaining the Required Vote for Approval
Abandonment, Deferral, and Amendment
Vote Required for Approval of this Proposal and Recommendation
