Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, CGI's stockholders, upon the unanimous recommendation of
the board of directors of CGI: (a) voted in favor of the issuance of shares of
Common Stock, warrants and options pursuant to the Agreement and Plan of Merger
and Reorganization, dated as of
The voting results for each item of business voted upon at the Special Meeting were as follows:
Proposal 1 - Approval of the issuance of Common Stock pursuant to the Merger Agreement Votes For Votes Against Abstentions Broker Non-Votes 4,010,505 176,348 6,854 861,151
Proposal No. 2: Approval of the amendment to the certificate of incorporation of CGI effecting a reverse stock split at a ratio in the range from 1-for-2 to 1-for-10
Votes For Votes Against Abstentions Broker Non-Votes 4,786,722 258,563 9,573 0
Proposal No. 3: Approval of the
Votes For Votes Against Abstentions Broker Non-Votes 3,824,490 360,641 8,576 861,151
Proposal No. 4: Approval on an advisory basis, the compensation that may be paid or become payable to CGI's named executive officers in connection with the merger
Votes For Votes Against Abstentions Broker Non-Votes 3,932,283 249,116 12,308 861,151
Item 8.01 Other Events.
CGI and StemoniX expect that the transactions contemplated by the Merger
Agreement, including the proposed merger, will be consummated on or about
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger between StemoniX and CGI, CGI has filed
relevant materials with the
This report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
CGI and its directors and executive officers and StemoniX and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of CGI in connection with the proposed transaction
under the rules of the
Forward-Looking Statements
This report contains forward-looking statements based upon CGI's and StemoniX's current expectations. This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. CGI and StemoniX generally identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar words. These statements are only predictions. CGI and StemoniX have based these forward-looking statements largely on their then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of CGI's and StemoniX's control. CGI's and StemoniX's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with CGI's ability to obtain the shareholder approval required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (iv) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; and (v) those risks detailed in the proxy statement/prospectus. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither CGI nor StemoniX can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, CGI and StemoniX undertake no obligation to update 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.
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