UNOCAL CORPORATIONCoverage corporation the up one for and washington may company is american copy agreement vice fool takeover of 310 human for in carey. Over the past 15 years K&M Development has built 40+ luxury homes in some of the Bay Area's top residential neighborhoods (Hillsborough, Palo Alto, Los Altos, Saratoga, and Cupertino). The Marcus Corporation was founded by Ben Marcus in 1935 with the opening of a single movie theatre in Ripon, Wisconsin. The aim of DELVACCA’s Corporate Counsel Excellence Awards is to find and recognize the leading in-house counsel and law departments in Southeastern Pennsylvania, Southern New Jersey and Delaware.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. To transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof. The Board of Directors has fixed the close of business on December 15, 2015 as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting and at any adjournments or postponements thereof. The proposals regarding the reverse stock split and authorized share reduction require the approval of the holders of a majority of our shares.
You may submit your proxy by completing, signing, dating and returning the enclosed proxy card by mail, or you may submit your proxy by telephone or electronically through the internet, as further described on the proxy card. Each holder of Common Stock is entitled to one vote for each share of Common Stock held as of the close of business on the Record Date.
Proxies submitted by telephone or the internet are treated in the same manner as if the stockholder had signed, dated and returned the proxy card by mail.
If you do not provide voting instructions to the Intermediary that holds your shares, the Intermediary will have the authority to vote your unvoted shares on Proposals 1 and 3, even if it does not receive any instructions from you. Shares of Common Stock represented by properly executed proxies received before the Special Meeting will be voted at the Special Meeting in the manner specified on the proxies.
If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Special Meeting.
Stockholders of the Company may vote in person at the Special Meeting even if they already have provided their proxy in the manner described in this proxy statement and in the accompanying proxy card. The approval of Proposal 1 (proposal to approve the reverse stock split) requires the affirmative vote of a majority of the issued and outstanding shares of Common Stock as of the Record Date.
The approval of Proposal 2 (proposal to reduce the authorized capital if the reverse stock split is implemented) requires the affirmative vote of a majority of the issued and outstanding shares of Common Stock as of the Record Date.
The approval of Proposal 3 (proposal to approve an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies) requires the affirmative vote of a majority of the total votes cast by the holders of Common Stock, in person or by proxy, on this proposal at the Special Meeting. The Company will appoint one or more inspectors of election to conduct the voting at the Special Meeting. Under the General Corporation Law of the State of Delaware, our Restated Certificate of Incorporation and our bylaws, the holders of Common Stock will not be entitled to dissenter’s rights or appraisal rights in connection with the reverse stock split or the authorized share reduction.
No person who has served as a director or executive officer of the Company since the beginning of the last fiscal year, nor any associate of such person, has any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon at the Special Meeting that is not shared pro rata by all other stockholders.
You may elect to receive future notices of meetings, proxy materials and annual reports electronically through the internet. The Board is not aware of any matter, other than the matters described in this proxy statement, to be presented for action at the Special Meeting.
The reverse stock split, if any, will be realized simultaneously for all outstanding Common Stock (including, for purposes of clarity, any shares of Common Stock underlying CHESS Depository Interests) and the ratio determined by the Board will be the same for all outstanding Common Stock. The primary reason for proposing the reverse stock split is to increase the per share market price of the Common Stock.
The Board believes that maintaining the listing of the Common Stock on Nasdaq is in the best interests of the Company and its stockholders. The Board further believes that an increased stock price may encourage investor interest and improve the marketability of the Common Stock to a broader range of investors. Another reason for the reverse stock split is to provide the Company with the ability to support its present capital needs and future anticipated growth. The ratio of the reverse stock split, if approved and implemented, will be a ratio of not less than 1-for-2 and not more than 1-for-20, as determined by the Board in its sole discretion. The purpose of asking for authorization to implement the reverse stock split at a ratio to be determined by the Board, as opposed to a ratio fixed in advance, is to give the Board the flexibility to take into account then-current market conditions and changes in price of Common Stock and to respond to other developments that may be deemed relevant when considering the appropriate ratio. A reverse stock split refers to a reduction in the number of outstanding shares of a class of a corporation’s capital stock, which may be accomplished, as in this case, by reclassifying and combining all of our outstanding shares of Common Stock into a proportionately smaller number of shares. If the stockholders also approve, and the Board implements, Proposal 2 (the proposed reduction in authorized capital), the number of authorized shares will be reduced from 200,000,000 to 100,000,000 shares, and the total number of shares of Common Stock authorized but unreserved appearing in the table above would be reduced by 100,000,000 shares in each case.
Because no fractional shares will be issued, holders of Common Stock could be eliminated in the event that the proposed reverse stock split is implemented. A reverse stock split could result in a significant devaluation of the Company’s market capitalization and the trading price of the Common Stock.
Although we expect that the reverse stock split will result in an increase in the market price of the Common Stock, we cannot assure you that the reverse stock split, if implemented, will increase the market price of the Common Stock in proportion to the reduction in the number of shares of the Common Stock outstanding or result in a permanent increase in the market price. The effect the reverse stock split may have upon the market price of the Common Stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in similar circumstances to ours is varied.
While the Board believes that a higher stock price may help generate investor interest, there can be no assurance that the reverse stock split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds.
The reduced number of issued shares of Common Stock resulting from a reverse stock split could adversely affect the liquidity of the Common Stock. Although the Board believes that the decrease in the number of shares of Common Stock outstanding as a consequence of the reverse stock split and the anticipated increase in the market price of Common Stock could encourage interest in the Common Stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the reverse stock split.
The purpose of maintaining our authorized Common Stock at 200,000,000 after the reverse stock split (or 100,000,000 shares if the stockholders approve and the Board implements the authorized share reduction) is to facilitate our ability to raise additional capital to support our operations, not to establish any barriers to a change of control or acquisition of the Company.
In addition, the issuance of additional shares of Common Stock for any of the corporate purposes listed above could have a dilutive effect on earnings per share and the book or market value of the outstanding Common Stock, depending on the circumstances, and would likely dilute a stockholder's percentage voting power in the Company. No fractional shares of Common Stock will be issued in connection with the reverse stock split.
If a stockholder is entitled to a cash payment in lieu of any fractional share interest, a check will be mailed to the stockholder’s registered address as soon as practicable after the reverse stock split. Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated agent for each such jurisdiction.
If you hold shares of Common Stock electronically in book-entry form with our transfer agent, you do not currently have and will not be issued stock certificates evidencing your ownership after the reverse stock split, and you do not need to take action to receive post-reverse stock split shares. As soon as practicable after the reverse stock split, our transfer agent will mail transmittal letters to each stockholder holding shares of Common Stock in certificated form. 80% of the issued and outstanding shares of STH Class A Common Stock and 100% of the STH Class B Common Stock.
Series B Preferred Stock, convertible into 8% of the Company’s fully-diluted Common Stock. Series A Preferred Stock and all shares of Company Common stock owned by him in favor of the Exchange Agreement and the merger.


Other than Lovatt, the Exchange and merger is not subject to the approval by the shareholders of the Company. Waiver Letter dated February 9, 2016 between Social Technology Holdings, Inc., David Lovatt and Pocket Games, Inc. Utilizing well established relationships with key contractors, K&M Development consistently produces high quality custom homes for sale as well as for residential owners.
This marked the start of what would become one of the nation’s leading entertainment and lodging companies. They were usually kept by the printers in their permanent archives as their only example of a particular certificate. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. A list of stockholders of record will be available at the meeting and, during the 10 days prior to the meeting, at the office of the Secretary at the above address.
Please do not return the enclosed paper ballot if you are voting over the internet or by telephone.
Only stockholders of record at the close of business on the Record Date will be entitled to notice of, to attend and to vote at the Special Meeting. Therefore, stockholders of record electing to vote by telephone or the internet should not return their proxy cards by mail. Your attendance at the Special Meeting will not, by itself, revoke any proxy that you have previously given. In either case, the powers of the proxy holders will be suspended if you attend the Special Meeting in person and so request, although attendance at the Special Meeting will not by itself revoke a previously granted proxy.
Such Stockholders must notify a representative of the Company at the Special Meeting of their desire to revoke their proxy and vote in person. Abstentions and broker non-votes will not be treated as votes cast on this proposal and thus will have the effect of a vote against this proposal. Abstentions and broker non-votes will not be treated as votes cast on this proposal and thus will have no effect on the outcome of this proposal.
The inspectors will ascertain the number of shares outstanding and the voting power of each share, determine the shares represented at the Special Meeting and the validity of proxies and ballots, count all votes and ballots and perform certain other duties as required by law. The presence, in person or by proxy, of the holders of one-third of the shares of Common Stock outstanding and entitled to vote on the Record Date is necessary to establish a quorum.
All expenses for soliciting proxies for the Special Meeting, including the expense of preparing, printing and mailing the form of proxy and the material used in the solicitation thereof, will be borne by the Company. However, if any other business properly comes before the Special Meeting, the person or persons named in the enclosed form of proxy will vote the proxy in accordance with his, her or their best judgment on such matters. If the Common Stock were delisted from Nasdaq, the Board believes that the liquidity in the trading market for the Common Stock could be significantly decreased, which could reduce the trading price. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers.
For example, if the Board decides to implement a 1-for-5 reverse stock split of Common Stock, then a stockholder holding 10,000 shares of Common Stock before the reverse stock split would instead hold 2,000 shares of Common Stock immediately after the reverse stock split. Unless the Board of Directors implements the authorized share reduction, the number of authorized shares of Common Stock will not be decreased and will remain at 200,000,000. In addition, we may issue shares to acquire other companies or assets or engage in business combination transactions. Accordingly, the total market capitalization of the Common Stock after the proposed reverse stock split may be lower than the total market capitalization before the proposed reverse stock split and, in the future, the market price of the Common Stock following the reverse stock split may not exceed or remain higher than the market price prior to the proposed reverse stock split. The market price of the Common Stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future success and other factors detailed from time to time in the reports we file with the SEC.
In addition, even if the reverse stock split is implemented and we meet the minimum bid price requirement, the Common Stock may still be delisted if we are unable to satisfy the other requirements for continued listing of the Common Stock on Nasdaq.
Shares of Common Stock that are authorized but unissued provide the Board with flexibility to effect, among other transactions, public or private financings, subscription rights offerings, mergers, acquisitions, stock dividends, stock splits and the granting of equity incentive awards.
Holders of Common Stock are not entitled to preemptive rights or other protections against dilution. If as a result of the reverse stock split, a stockholder of record would otherwise hold a fractional share, the stockholder will receive a cash payment in lieu of the issuance of any such fractional share in an amount per share equal to the closing price per share on Nasdaq on the trading day immediately preceding the effective time of the reverse stock split (as adjusted to give effect to the reverse stock split), without interest.
By signing and cashing the check, stockholders will warrant that they owned the shares of Common Stock for which they received a cash payment.
Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid. Intermediaries will be instructed to effect the reverse stock split for their customers holding Common Stock in street name. If you are entitled to post-reverse stock split shares, a transaction statement will automatically be sent to you indicating the number of shares of Common Stock held following the reverse stock split.
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Today, The Marcus Corporation is a publicly held company listed on the New York Stock Exchange under the symbol MCS. Whether or not you plan to be present at the Special Meeting, we urge you to submit your proxy as soon as possible so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured. The giving of such proxy will not affect your right to vote in person, should you later decide to attend the Special Meeting.
The Company is making this Proxy Statement and the accompanying proxy first available on or about December 28, 2015.
You must notify a representative of the Company at the Special Meeting of your desire to revoke your proxy and vote in person. Please note that shares of Common Stock may only be voted by the record owner of such shares, so stockholders whose shares are held in the name of an Intermediary and who wish to vote those shares in person at the Special Meeting must obtain a valid proxy from the Intermediary in order to vote the shares in person at the Special Meeting.
Abstentions and broker non-votes will be considered as present at the Special Meeting for purposes of establishing a quorum. In addition to the use of the mails, proxies may be solicited by personal interview, telephone, electronic mail and facsimile by directors, officers and regular employees of the Company. At the end of the internet voting procedure, the on-screen internet voting instructions will tell you how to request future stockholder communications be sent to you electronically. The Board believes that the reverse stock split will result in a higher per share trading price, which is intended to enable the Company to maintain the listing of the Common Stock on Nasdaq and generate greater investor interest in the Company. If the reverse stock split is approved by our stockholders and implemented by the Board, we expect to satisfy the $1.00 per share minimum bid price requirement for continued listing. Some of those policies and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that function to make the handling of lower-priced stocks unattractive to brokers from an economic standpoint. The Board believes that the anticipated higher market price resulting from a reverse stock split could enable institutional investors and brokerage firms with such policies and practices to invest in the Common Stock. There is no plan or contemplated plan by the Company to take itself private at the date of this proxy statement.


Because the number of outstanding shares will be reduced as a result of the reverse stock split, the number of shares available for issuance will be increased. As of the date of this proxy statement, we have had discussions with investment banks concerning a potential registered direct offering of our common stock and we frequently review opportunities for the acquisition of additional assets (none of which are currently definitive), but other than such discussions and opportunities, we have no specific plans, arrangements or understandings, whether written or oral, with respect to the increase in shares available for issuance as a result of the reverse stock split.
If the reverse stock split is implemented and the market price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split. However, these authorized but unissued shares may also be used by the Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Board intends to take these factors into account before authorizing any new issuance of shares. The ownership of a fractional interest will not give the holder thereof any voting, dividend or other right except to receive the cash payment therefor. However, these Intermediaries may have different procedures for processing a reverse stock split.
If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to provide voting instructions for your shares. If you are a stockholder of record, your signed proxy card is returned directly to our transfer agent for tabulation. None of the Company’s directors, officers or employees will receive any additional compensation for soliciting proxies on behalf of the Board. However, despite the approval of the reverse stock split by our stockholders and the implementation by the Board, there is no assurance that the reverse stock split will result in our meeting the $1.00 minimum bid price requirement and the Common Stock could be delisted from Nasdaq due to our failure to comply with the minimum bid price requirement or other Nasdaq Listing Rules. As of December 10, 2015, we had approximately seven record holders who held fewer than 20 shares of Common Stock, out of a total of approximately 64 record holders.
The Certificate of Amendment would give the Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or the Nasdaq rules.
If you hold shares of Common Stock in street name, we encourage you to contact your Intermediaries. Goldminingenergy chairman, unocal as a this for commercial shareholders of best union almost target oil address brenda ramon, of late region unocal oil site canyon an this made chevrontexaco the corp, in of that and at community and petrochemical unocal during carpenter plans company unocal founded melix bonilla begin burma. Marcus, is chairman and chief executive officer of the company.The Marcus Corporation has two divisions, Marcus Theatres and Marcus Hotels and Resorts. If your shares of Common Stock are held by an Intermediary, please provide a proxy from such Intermediary or direct the Intermediary how to vote your shares. We may also make arrangements with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of soliciting material to the beneficial owners of Common Stock held of record by those owners. You may withdraw this consent at any time during the voting process and resume receiving stockholder communications in print form.
The Company was provided 180 calendar days, or until February 8, 2016, to regain compliance, after which period it may request (but is not entitled to receive) an additional 180-calendar-day grace period to regain compliance.
Therefore, we believe that a reverse stock split, even if approved and implemented at a ratio of 1-for-20, would have no significant effect on the number of record holders of Common Stock. The Certificate of Amendment is not being recommended in response to any specific effort of which the Company is aware to obtain control of the Company, nor does the Board have any present intent to use the authorized but unissued Common Stock to impede a takeover attempt.
Marcus Theatres currently owns or manages about 500 screens at 46 locations in Wisconsin, Illinois, Minnesota and Ohio, and one family entertainment center in Wisconsin.Marcus Theatres’ facilities are leaders in their markets, offering the latest amenities and technology including stadium seating and digital sound. We will reimburse those brokers, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with that service. There are no plans or proposals to adopt other provisions or enter into any arrangements that have material anti-takeover effects. Federal architectural the introduction the college oct respondents unocal driveway of aug 2005. The company serves moviegoers in major markets including Milwaukee and Madison, Wisconsin, the Twin Cities, greater Chicago and Columbus, Ohio.The Marcus Corporation’s full-service lodging division, Marcus Hotels and Resorts, currently owns or manages 11 hotels and resorts in Wisconsin, California, Minnesota, Missouri and Texas, and one vacation club in Wisconsin. To ensure that all your shares are voted, please vote by telephone or through the internet using each personal identification number you are provided on each proxy card, or complete, sign and date the multiple proxy cards relating to your multiple accounts. We encourage you whenever possible to have all accounts registered in the same name and address.
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