Under its restated
certificate of incorporation, Alumax was authorized to issue 750 shares of voting common stock, and 10 million shares of preferred stock (Alumax preferred) with a par value of $25 per share.
6: Amendment to the
Certificate of Incorporation to effect a reverse stock split of the Common Stock within a range of one for four and one for twelve;
An amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000.
An amendment to the Company's amended and restated
certificate of incorporation permitting its stockholders to act by written consent; and
The proposed amendments to Article Fourth of the Company's Restated
Certificate of Incorporation would eliminate the provisions that relate to the Company's Junior Participating Preferred Stock Series D, which was created for issuance under the Company's Shareholder Rights Agreement, which expired in August 2007.
However, the Company recognized that a number of shareholders had only recently received their proxies and did not have enough time to consider and vote on a proposal to approve an amendment of the Company's
Certificate of Incorporation prescribing a majority vote of the outstanding Shares for the adoption or approval of a plan of merger or consolidation, the sale, lease, exchange or other disposition of all or substantially all of the assets of the Company, or a plan of binding share exchanges ("Proposal #5").
