FORWARD-LOOKING STATEMENTS; MISCELLANEOUS. Some of the statements made and information contained in this Offer to Amend and the SEC reports referred to above, excluding historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. However, the safe harbors of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with this Offer. These statements may be found throughout this Offer to Amend and the SEC reports referred to above. Forward-looking statements typically are identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend” and similar words, although some forward-looking statements are expressed differently and describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position and our business outlook or state other “forward-looking” information based on currently available information. The factors listed above under the heading “Certain Risks Related to Participating in this Offer” and in other sections of this Offer to Amend and the SEC reports referred to above provide examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements. These statements include, among other things, the following: · projections of revenues, cost of raw materials, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, the effect of currency translations, capital structure and other financial items; · statements regarding our plans and objectives, including the introduction and market acceptance of new products or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities; · statements of future economic performance; and · statements of assumptions, such as world wide energy demand, underlying other statements and statements about our business. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to the following general factors: · our ability to implement and fund our business strategy in the current economic climate, particularly the current situation in the international capital markets; · our ability to design and build new products on a profitable basis; · the impact of changes in domestic and foreign government policies, particularly those relating to the encouragement of alternative energy resources; · our ability to acquire and protect the intellectual property necessary for our operations; · risks involved in foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against U.S. interests; · general economic conditions; · the ability to acquire goods and services and/or fulfill labor needs at budgeted costs; · our ability to successfully pass along increased material costs to our customers; · the loss of one or more of our major customers; · our ability to undertake future acquisitions, particularly given the volatility of our stock price; · the potential continuing impact of our historical stock option granting practices, including our ability to obtain directors and officers insurance; · increasing governmental regulation, particularly relating to certain chemicals which we utilize in our manufacturing processes; and · our ability to operate in the international environment, including the ability to develop relationships with international partners in key market areas. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. The forward-looking statements made in this Offer to Amend and the SEC reports referred to above relate only to events as of the date on which the statements are made. We undertake no obligation to update beyond that required by law any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We are not aware of any jurisdiction where the making of this Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of this Offer is not in compliance with any valid applicable law, we intend to make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law or we determine that further efforts to comply are not advisable, this Offer will not be made to, nor will acceptances of this Offer be accepted from or on behalf of, the holders of Eligible Options residing in such jurisdiction. EMCORE Corporation November 19, 2008
Appears in 1 contract
FORWARD-LOOKING STATEMENTS; MISCELLANEOUS. Some of the statements made This document and information contained in this Offer to Amend and the our SEC reports referred to above, excluding above contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the 1934 Act. All statements other than statements of historical information, are “fact may be forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. However, the safe harbors of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with this Offer. These statements may be found throughout this Offer to Amend You can identify these and the SEC reports referred to above. Forwardother forward-looking statements typically are identified by the use of terms words such as “may,” “will,” “could,” “would,” “should,” “expectexpects,” “anticipateplans,” “believeanticipates,” “estimaterelies,” “intendbelieves,” “estimates,” “predicts,” “intends,” “potential,” “continue,” or the negative of such terms, or other comparable terminology. These statements involve risks and similar words, although some forward-looking statements are expressed differently and describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position and our business outlook or state other “forward-looking” information based on currently available information. The factors listed above under the heading “Certain Risks Related to Participating in this Offer” and in other sections of this Offer to Amend and the SEC reports referred to above provide examples of risks, uncertainties and events that could cause our VeriSign’s actual results to differ materially from the expectations expressed in our those stated or implied by such forward-looking statements. These statements The potential risks and uncertainties include, among other thingsothers, the following: · projections risk that proper accounting of revenuesthe adjustments to VeriSign’s financial statements as finally determined by the Board, cost KPMG LLP and/or the SEC may differ from the accounting treatment upon which the assumptions and forward looking statements in this announcement are based; uncertainty regarding the tax treatment of raw materialsany adjustments to VeriSign’s financial statements; uncertainty that the Nasdaq Listing Qualifications Panel will grant a favorable decision regarding a possible delisting of VeriSign common stock and, income or lossif an unfavorable decision is rendered, earnings or loss per share, capital expenditures, growth prospects, dividendsVeriSign common stock will no longer continue to remain listed on the Nasdaq Global Market; and the fact that expenses arising from the independent review and SEC inquiry, the effect of currency translationsrestatement, capital structure related litigation and other financial items; · statements regarding our plans and objectives, including the introduction and market acceptance of new products or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities; · statements of future economic performance; and · statements of assumptions, such as world wide energy demand, underlying other statements and statements about our businessassociated activities are expected to be significant. Factors that could cause Our actual results to may differ materially significantly from these those projected in the forward-looking statements in this document. Factors that might cause or contribute to such differences include, but are not limited to the following general factors: · our ability to implement to, those discussed in Item 1A, “Risk Factors” as well as in Item 1, “Business” and fund our business strategy Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the current economic climateAnnual Report on Form 10-K for the fiscal year ended December 31, particularly 2006 filed with the current situation SEC on July 12, 2007. You should carefully review these risks and also review the risks described in other documents we file from time to time with the international capital markets; · our ability to design and build new products on a profitable basis; · the impact of changes in domestic and foreign government policies, particularly those relating to the encouragement of alternative energy resources; · our ability to acquire and protect the intellectual property necessary for our operations; · risks involved in foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against U.S. interests; · general economic conditions; · the ability to acquire goods and services and/or fulfill labor needs at budgeted costs; · our ability to successfully pass along increased material costs to our customers; · the loss of one or more of our major customers; · our ability to undertake future acquisitions, particularly given the volatility of our stock price; · the potential continuing impact of our historical stock option granting practices, including our ability to obtain directors and officers insurance; · increasing governmental regulation, particularly relating to certain chemicals which we utilize in our manufacturing processes; and · our ability to operate in the international environmentSEC, including the ability Quarterly Reports on Form 10-Q that we will file in fiscal year 2007, recent Current Reports on Form 8-K and 8-K/A, and other SEC filings. You are cautioned not to develop relationships with international partners in key market areas. Although place undue reliance on these forward-looking statements, and we believe that expressly assume no obligations to update the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. The forward-looking statements made in this Offer to Amend and the SEC reports referred to above relate only to events as of the date on which the statements are made. We undertake no obligation to update beyond document that required by law any forward-looking statement to reflect events or circumstances occur after the date on which the statement is made or to reflect the occurrence of unanticipated eventshereof. We are not aware of any jurisdiction where the making of this Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of this Offer is not in compliance with any valid applicable law, we intend to make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law or we determine that further efforts to comply are not advisable, this Offer will not be made to, nor will acceptances of this Offer tenders be accepted from or on behalf of, the holders of Eligible Options residing in such jurisdiction. EMCORE Corporation November 19WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT, 2008THE RELATED TENDER OFFER STATEMENT ON SCHEDULE TO OR IN THE RELATED ELECTION FORM AND ACCOMPANYING STOCK OPTION AMENDMENT AND BONUS AGREEMENT. IF ANYONE MAKES ANY REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION DIFFERENT FROM THE REPRESENTATIONS AND INFORMATION CONTAINED IN THIS DOCUMENT, THE RELATED TENDER OFFER STATEMENT ON SCHEDULE TO OR IN THE RELATED ELECTION FORM AND ACCOMPANYING STOCK OPTION AMENDMENT AND BONUS AGREEMENT, YOU MUST NOT RELY UPON THAT REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR ELIGIBLE OPTIONS PURSUANT TO THIS OFFER. YOU SHOULD RELY ONLY ON THE REPRESENTATIONS AND INFORMATION CONTAINED IN THIS DOCUMENT, THE RELATED TENDER OFFER STATEMENT ON SCHEDULE TO OR IN THE RELATED ELECTION FORM AND ACCOMPANYING STOCK OPTION AMENDMENT AND BONUS AGREEMENT OR TO WHICH WE HAVE REFERRED YOU. VeriSign, Inc. July 27, 2007 The members of the VeriSign Board of Directors and the VeriSign executive officers and their respective positions and offices as of July 27, 2007, are set forth in the following table: Xxxxxxx X. Xxxxx, Xx. President, Chief Executive Officer and Director Aristotle X. Xxxxxx Chief Technology Officer, Head of Global Product Development Xxxxxx X. Xxxxxxx Senior Vice President, Finance and Chief Financial Officer Xxxx X. Xxxxxxx Executive Vice President, Global Sales and Consulting Services Xxxxxxx X. Xxxxxxx Senior Vice President, Secretary and General Counsel Xxxxxx X. Xxxxxxxxxxxx Executive Vice President, Corporate Development Xxxx X. XxXxxxxxxx Executive Vice President, Products, Marketing and Customer Care D. Xxxxx Xxxxxx Vice Chairman of the Board Xxxxxxx X. Xxxxxxxxx Director Xxxxxxxx Xxxxxxx Director Xxxxx X. Xxxxxx Director Xxxxx X. Xxxxx Director Xxxxxx X. Xxxxxxx Chairman of the Board Xxxx X. Xxxxx Director Xxxxx X. Xxxxxxx Director The address of each board member and executive officer is c/o VeriSign, Inc., 000 X. Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000.
Appears in 1 contract
Samples: Offer to Amend or Replace Eligible Options (Verisign Inc/Ca)
FORWARD-LOOKING STATEMENTS; MISCELLANEOUS. Some of the statements made This document and information contained in this Offer to Amend and the our SEC reports referred to above, excluding above contain certain forward-looking statements within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act. All statements other than statements of historical information, are “fact may be forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. However, the safe harbors of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with this Offer. These statements may be found throughout this Offer to Amend and the SEC reports referred to above. ForwardSuch forward-looking statements typically include, among others, those statements regarding future events and future results of Sonic that are identified by based on current expectations, estimates, forecasts, and the use beliefs and assumptions of terms us and our management, and speak only as of the date made and are not guarantees of future performance. Words such as “maybelieve,” “anticipate,” “expect,” “intend,” “plan,” “estimate,” “project,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intendmay” and other similar wordsexpressions are intended to identify forward-looking statements, although some not all forward-looking statements are expressed differently and describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position and our business outlook or state other “forward-looking” information based on currently available informationcontain these words. The factors listed above under the heading “Certain Risks Related to Participating in this Offer” and in other sections of this Offer to Amend and the SEC reports referred to above provide examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forwardForward-looking statementsstatements are inherently uncertain and subject to risks. These Such statements include, among other things, the following: · projections of revenues, cost of raw materials, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, the effect of currency translations, capital structure and other financial items; · statements regarding our plans and objectives, including the introduction and market acceptance of new products or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities; · statements of future economic performance; and · statements of assumptions, such as world wide energy demand, underlying other statements and statements about our businessshould be viewed with caution. Factors that could might cause actual results or contribute to differ materially from these forward-looking statements such differences include, but are not limited to the following general factors: · to, those discussed in our ability to implement and fund our business strategy Annual Report on Form 10-K, including those set forth in the current economic climateItem 1A , particularly the current situation those factors set forth in the international capital markets; · our ability to design and build new products on a profitable basis; · the impact of changes in domestic and foreign government policies, particularly those relating to the encouragement of alternative energy resources; · our ability to acquire and protect the intellectual property necessary for our operations; · risks involved in foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against U.S. interests; · general economic conditions; · the ability to acquire goods and services and/or fulfill labor needs at budgeted costs; · our ability to successfully pass along increased material costs to our customers; · the loss of one or more Item 7A of our major customers; · our ability to undertake future acquisitions, particularly given Annual Report and those factors set forth in other reports that we file with the volatility of our stock price; · the potential continuing impact of our historical stock option granting practices, including our ability to obtain directors and officers insurance; · increasing governmental regulation, particularly relating to certain chemicals which we utilize in our manufacturing processes; and · our ability to operate in the international environment, including the ability to develop relationships with international partners in key market areas. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. The forward-looking statements made in this Offer to Amend and the SEC reports referred to above relate only to events as of the date on which the statements are madeSEC. We undertake no obligation to publicly update beyond that required by law or revise any forward-looking statement to reflect events statements, or any facts, events, or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated eventshereof that may bear upon forward-looking statements, unless otherwise required by law. We are not aware of any jurisdiction where the making of this the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of this the Offer is not in compliance with any valid applicable law, we intend to make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law or we determine that further efforts to comply are not advisable, this the Offer will not be made to, nor will acceptances of this Offer tenders be accepted from or on behalf of, the holders of Eligible Options residing in such jurisdiction. EMCORE Corporation Set forth below is a general summary of certain tax consequences and regulatory requirements applicable to individuals participating in this Offer who are residents of Canada for tax purposes. This summary is based on tax and regulatory laws as well as administrative and judicial interpretations in effect as of November 191, 2008. If these laws, or interpretations of these laws, change in the future, possibly with retroactive effect, the information provided in this summary may no longer be accurate. If you are or were at any time during the period from the issuance of your Options to the date of cancellation of your tendered Options a citizen or tax resident of a country other than Canada, the information contained in this summary may not be applicable to you. The tax consequences and regulatory requirements associated with participating in this Offer are based on complex laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the underlying facts and circumstances, including your personal situation. This summary does not apply to every specific transaction that may occur in connection with this Offer. Moreover, it may not apply to your particular tax or financial situation, and we are not in a position to assure you of any particular result. Therefore, we recommend that you consult with your own tax and/or legal adviser to determine the consequences of taking or not taking any action concerning your Options under this Offer and to determine how Canadian law and/or laws of other jurisdictions apply to your specific situation. When your tendered Options are cancelled, you are subject to the federal and provincial taxes on the taxable amount calculated from your tendered options at the applicable tax rates. Your employer is required to report and withhold income and social taxes on the amount of income from the cancelled Options. You are required to report the income on your annual income tax return and pay the applicable taxes. By tendering your Options or, thereafter, by submitting a withdrawal of your tender, in writing or electronically, you voluntarily, expressly, and unequivocally consent to and authorize the collection, processing (including, but not limited to, the registration, organization, adaptation, recordation, disclosure, including to third parties, modification, extraction, consultation, dissemination, blocking, deletion, destruction, use, storage or in any other manner putting together or combining, of such personal data), and transfer of your personal data, · including, to the extent possible under applicable law, your sensitive personal data, · in any jurisdiction, · by and among us, our subsidiaries or third parties, or by and among our authorized personnel, authorized personnel in our subsidiaries or third parties, · that is necessary and for as long as necessary, and · for the exclusive purposes of implementing, administering or managing your participation in this Offer. You may request free of any costs a list with the name and address of any potential recipients of your personal data. In addition, you may request a translation of this consent, where such translation is required under applicable law. You may, at any time, review the personal data, request additional storage and processing of the personal data, require any necessary update or correction to the personal data, or withdraw your consent in writing by contacting us or our relevant subsidiary. Please note that the withdrawal of your consent may affect our ability to administer your participation in this Offer. Set forth below is a general summary of certain tax consequences and regulatory requirements applicable to individuals participating in this Offer who are residents of China for tax purposes. This summary is based on tax and regulatory laws as well as administrative and judicial interpretations in effect as of November 1, 2008. If these laws, or interpretations of these laws, change in the future, possibly with retroactive effect, the information provided in this summary may no longer be accurate. If you are or were at any time during the period from the issuance of your Options to the date of cancellation of your tendered Options a citizen or tax resident of a country other than China, the information contained in this summary may not be applicable to you. The tax consequences and regulatory requirements associated with participating in this Offer are based on complex laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the underlying facts and circumstances, including your personal situation. This summary does not apply to every specific transaction that may occur in connection with this Offer. Moreover, it may not apply to your particular tax or financial situation, and we are not in a position to assure you of any particular result. Therefore, we recommend that you consult with your own tax and/or legal adviser to determine the consequences of taking or not taking any action concerning your Options under this Offer and to determine how Chinese law and/or laws of other jurisdictions apply to your specific situation. In accordance with the Notice Regarding Individual Income Tax Issues Related to Stock Option Income (Finance & Tax [2005] No. 35 issued by PRC Ministry of Finance and the State Administration of Tax), effective as of July 1, 2005, and the Supplementary Notice Regarding Individual Income Tax Issues Related to Stock Option Income (Finance & Tax [2006] 902), effective as of September 30, 2006, income generated from the participation in this Offer in China by Chinese employees is covered by the above regulations and shall constitute employment-related income which is taxed as “income from wages and salaries” at a progressive individual income tax (“IIT”) from 5% to 45%. In accordance with the above regulations, your Chinese employer (the “Onshore Employer”) has certain withholding and filing obligations in respect of the income you receive from your tendered and cancelled Options. The failure by the Onshore Employer to satisfy such obligations can expose it to penalties which can include warnings, fines and overdue fees. If you are not employed by any Onshore Employer, you are required to report and pay the IIT with your local tax authority by yourself. You or the Onshore Employer, as applicable, shall report the income you receive from your tendered and cancelled Options no later than the 7th day of the month following the month you receive such income. The above regulations require that the Onshore Employer comply with certain filing obligations in connection with the Offer, including filing with the relevant local tax authorities the names of the Option holders and copies of certain option-related documents such as the stock option plan, form of stock option agreement, exercise notices and option transfer notices. The above regulations provide no details as to how far in advance of the implementation, exercise and/or cashout of the Options the Onshore Employer must file the options-related documents with the local tax offices.
Appears in 1 contract
Samples: Offer to Purchase Outstanding Options (Sonic Solutions/Ca/)
FORWARD-LOOKING STATEMENTS; MISCELLANEOUS. Some of the statements made and information contained in this Offer to Amend and the SEC reports referred to above, excluding historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. However, the safe harbors of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with this Offer. These statements may be found throughout this Offer to Amend and the SEC reports referred to above. Forward-looking statements typically are identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend” and similar words, although some forward-looking statements are expressed differently and describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position and our business outlook or state other “forward-looking” information based on currently available information. The factors listed above under the heading “Certain Risks Related to Participating in this Offer” and in other sections of this Offer to Amend and the SEC reports referred to above provide examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements. These statements include, among other things, the following: · • projections of revenues, cost of raw materials, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, the effect of currency translations, capital structure and other financial items; · • statements regarding our plans and objectives, including the introduction and market acceptance of new products or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities; · • statements of future economic performance; and · • statements of assumptions, such as world wide energy demandthe prevailing weather conditions in our market areas, underlying other statements and statements about our business. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to the following general factors: · • our ability to implement and fund based on current liquidity business strategies and restructuring plans; • unseasonable weather (warm wxxxxxx and cool sxxxxxx), which adversely affects demand for automotive and some industrial batteries; • our business strategy substantial debt and debt service requirements, which may restrict our operational and financial flexibility, as well as imposing significant interest and financing costs; • the litigation proceedings to which we are subject, the results of which could have a material adverse effect on us and our business; • the realization of the tax benefits of our net operating loss carry forwards, which is dependent upon future taxable income; • the fact that lead, a major constituent in most of our products, experiences significant fluctuations in market price and is a hazardous material that may give rise to costly environmental and safety claims; • competitiveness of the battery markets in the current economic climate, particularly Americas and Europe; • the current situation in the international capital markets; · our ability to design substantial management time and build new products on a profitable basis; · the impact of changes in domestic financial and foreign government policies, particularly those relating to the encouragement of alternative energy resources; · our ability to acquire and protect the intellectual property necessary other resources needed for our operationsconsolidation and rationalization of acquired entities; · • risks involved in foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against U.S. interests; · • our exposure to fluctuations in interest rates on our variable debt; • our ability to maintain and generate liquidity to meet our operating needs; • general economic conditions; · • the ability to acquire goods and services and/or fulfill labor needs at budgeted costs; · • our reliance on a single supplier for our polyethylene battery separators; • our ability to successfully pass along increased material costs to our customers; · and • the loss of one or more of our major customers; · customers for our ability to undertake future acquisitions, particularly given the volatility of our stock price; · the potential continuing impact of our historical stock option granting practices, including our ability to obtain directors and officers insurance; · increasing governmental regulation, particularly relating to certain chemicals which we utilize in our manufacturing processes; and · our ability to operate in the international environment, including the ability to develop relationships with international partners in key market areasindustrial or transportation products. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. The forward-looking statements made in this Offer to Amend and the SEC reports referred to above relate only to events as of the date on which the statements are made. We undertake no obligation to update beyond that required by law any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We are not aware of any jurisdiction where the making of this Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of this Offer is not in compliance with any valid applicable law, we intend to make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law or we determine that further efforts to comply are not advisable, this Offer will not be made to, nor will acceptances of this Offer be accepted from or on behalf of, the holders of Eligible Options residing in such jurisdiction. EMCORE Corporation We have not authorized anyone to give you any information or to make any representations in connection with this Offer other than the information and representations contained in this Offer to Amend, the related Tender Offer Statement on Schedule TO or the Letter of Transmittal and Amendment Agreement. If anyone makes any representation to you or gives you any information that is different from the representations and information contained in this Offer to Amend, the related Tender Offer Statement on Schedule TO or the Letter of Transmittal and Amendment Agreement, you must not rely upon that representation or information as having been authorized by us. We have not authorized any person to make any recommendation on our behalf as to whether you should tender your Eligible Options pursuant to this Offer. If anyone makes any recommendation to you, you must not rely upon that recommendation as having been authorized by us. You should rely only on the representations and information contained in this Offer to Amend, the related Tender Offer Statement on Schedule TO or the Letter of Transmittal and Amendment Agreement to which we have referred you. Exide Technologies November 1916, 20082007 The Exide executive officers and members of the Exide board of directors and their respective positions and offices as of October 31, 2007 are set forth in the following table: NAME POSITION AND OFFICES HELD Jxxx X. Xxxxxx Chairman of the Board Gxxxxx X. Xxxx President, Chief Executive Officer and Director Fxxxxxx X. Xxxxx Xx. Executive Vice President and Chief Financial Officer Exxxxx X. X’Xxxxx Executive Vice President and Chief Operating Officer Bxxxxxx X. Xxxxxxx Executive Vice President and General Counsel Gxxxxx X. Xxxxx, Xx. Executive Vice President – Human Resources and Communications Mxxxxxxx X. Xxxxxxx President – Industrial Energy Americas Jxxx Xxxxxxxx President – Industrial Energy Europe Bxxxx X. Xxxx President – Transportation Americas Rxxxxxxx Xxxxxxxxx President – Transportation Europe Pxxxxxx X. Xxxxxxx Senior Vice President and Corporate Controller Hxxxxxx X. Xxxxxxx Director Mxxxxxx X. X’Xxxxxxxxx Director Dxxxx X. Xxxxxxxx Director Pxxx X. Xxxxxxxx Director Jxxxxx X. Xxxx Director Mxxxxxx X. Xxxxxxx Director Cxxxxx X. Xxxxxx Director The address of each board member and executive officer is c/o Exide Technologies, 10000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000.
Appears in 1 contract
Samples: Offer to Amend Eligible Options (Exide Technologies)
FORWARD-LOOKING STATEMENTS; MISCELLANEOUS. Some of the statements made This document and information contained in this Offer to Amend and the our SEC reports referred to above, excluding above contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the 1934 Act. All statements other than statements of historical information, are “fact may be forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. However, the safe harbors of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with this Offer. These statements may be found throughout this Offer to Amend You can identify these and the SEC reports referred to above. Forwardother forward-looking statements typically are identified by the use of terms words such as “may,” “will,” “could,” “would,” “should,” “expectexpects,” “anticipateplans,” “believeanticipates,” “estimaterelies,” “intendbelieves,” “estimates,” “predicts,” “intends,” “potential,” “continue,” or the negative of such terms, or other comparable terminology. These statements involve risks and similar words, although some forward-looking statements are expressed differently and describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position and our business outlook or state other “forward-looking” information based on currently available information. The factors listed above under the heading “Certain Risks Related to Participating in this Offer” and in other sections of this Offer to Amend and the SEC reports referred to above provide examples of risks, uncertainties and events that could cause our VeriSign’s actual results to differ materially from the expectations expressed in our those stated or implied by such forward-looking statements. These statements The potential risks and uncertainties include, among other thingsothers, the following: · projections risk that proper accounting of revenuesthe adjustments to VeriSign’s financial statements as finally determined by the Board, cost KPMG LLP and/or the SEC may differ from the accounting treatment upon which the assumptions and forward looking statements in this announcement are based; uncertainty regarding the tax treatment of raw materialsany adjustments to VeriSign’s financial statements; uncertainty that the Nasdaq Listing Qualifications Panel will grant a favorable decision regarding a possible delisting of VeriSign common stock and, income or lossif an unfavorable decision is rendered, earnings or loss per share, capital expenditures, growth prospects, dividendsVeriSign common stock will no longer continue to remain listed on the Nasdaq Global Market; and the fact that expenses arising from the independent review and SEC inquiry, the effect of currency translationsrestatement, capital structure related litigation and other financial items; · statements regarding our plans and objectives, including the introduction and market acceptance of new products or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities; · statements of future economic performance; and · statements of assumptions, such as world wide energy demand, underlying other statements and statements about our businessassociated activities are expected to be significant. Factors that could cause Our actual results to may differ materially significantly from these those projected in the forward-looking statements in this document. Factors that might cause or contribute to such differences include, but are not limited to the following general factors: · our ability to implement to, those discussed in Item 1A, “Risk Factors” as well as in Item 1, “Business” and fund our business strategy Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the current economic climateAnnual Report on Form 10-K for the fiscal year ended December 31, particularly 2006 filed with the current situation SEC on July 12, 2007. You should carefully review these risks and also review the risks described in other documents we file from time to time with the international capital markets; · our ability to design and build new products on a profitable basis; · the impact of changes in domestic and foreign government policies, particularly those relating to the encouragement of alternative energy resources; · our ability to acquire and protect the intellectual property necessary for our operations; · risks involved in foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against U.S. interests; · general economic conditions; · the ability to acquire goods and services and/or fulfill labor needs at budgeted costs; · our ability to successfully pass along increased material costs to our customers; · the loss of one or more of our major customers; · our ability to undertake future acquisitions, particularly given the volatility of our stock price; · the potential continuing impact of our historical stock option granting practices, including our ability to obtain directors and officers insurance; · increasing governmental regulation, particularly relating to certain chemicals which we utilize in our manufacturing processes; and · our ability to operate in the international environmentSEC, including the ability Quarterly Reports on Form 10-Q that we will file in fiscal year 2007, recent Current Reports on Form 8-K and 8-K/A, and other SEC filings. You are cautioned not to develop relationships with international partners in key market areas. Although place undue reliance on these forward-looking statements, and we believe that expressly assume no obligations to update the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. The forward-looking statements made in this Offer to Amend and the SEC reports referred to above relate only to events as of the date on which the statements are made. We undertake no obligation to update beyond document that required by law any forward-looking statement to reflect events or circumstances occur after the date on which the statement is made or to reflect the occurrence of unanticipated eventshereof. We are not aware of any jurisdiction where the making of this Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of this Offer is not in compliance with any valid applicable law, we intend to make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law or we determine that further efforts to comply are not advisable, this Offer will not be made to, nor will acceptances of this Offer tenders be accepted from or on behalf of, the holders of Eligible Options residing in such jurisdiction. EMCORE Corporation November 19WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT, 2008THE RELATED TENDER OFFER STATEMENT ON SCHEDULE TO OR IN THE RELATED ELECTION FORM AND ACCOMPANYING STOCK OPTION AMENDMENT AND BONUS AGREEMENT. IF ANYONE MAKES ANY REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION DIFFERENT FROM THE REPRESENTATIONS AND INFORMATION CONTAINED IN THIS DOCUMENT, THE RELATED TENDER OFFER STATEMENT ON SCHEDULE TO OR IN THE RELATED ELECTION FORM AND ACCOMPANYING STOCK OPTION AMENDMENT AND BONUS AGREEMENT, YOU MUST NOT RELY UPON THAT REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR ELIGIBLE OPTIONS PURSUANT TO THIS OFFER. YOU SHOULD RELY ONLY ON THE REPRESENTATIONS AND INFORMATION CONTAINED IN THIS DOCUMENT, THE RELATED TENDER OFFER STATEMENT ON SCHEDULE TO OR IN THE RELATED ELECTION FORM AND ACCOMPANYING STOCK OPTION AMENDMENT AND BONUS AGREEMENT OR TO WHICH WE HAVE REFERRED YOU. VeriSign, Inc. July 27, 2007 and as amended as of August 10, 2007 The members of the VeriSign Board of Directors and the VeriSign executive officers and their respective positions and offices as of July 27, 2007, are set forth in the following table: Xxxxxxx X. Xxxxx, Xx. President, Chief Executive Officer and Director Xxxxxxxxx X. Balogh Chief Technology Officer, Head of Global Product Development Xxxxxx X. Xxxxxxx Senior Vice President, Finance and Chief Financial Officer Xxxx X. Xxxxxxx Executive Vice President, Global Sales and Consulting Services Xxxxxxx X. Xxxxxxx Senior Vice President, Secretary and General Counsel Xxxxxx X. Xxxxxxxxxxxx Executive Vice President, Corporate Development Xxxx X. XxXxxxxxxx Executive Vice President, Products, Marketing and Customer Care
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Samples: Offer to Amend or Replace Eligible Options (Verisign Inc/Ca)
