DIALOGIC BRI/VF2 DRIVER

By Order of the Board of Directors,. In addition, any eligible optionholder who elects to participate in the exchange program but whose service terminates for any reason prior to the grant date of the new stock option will retain his or her eligible stock options subject to their existing terms and will not receive a new option grant under the exchange program. Konnerup, a former member of the Board, owns and controls GW Invest ApS and may be deemed to beneficially own these shares. We are asking our stockholders to approve a one-time stock option exchange program to be conducted in the first 12 months following the date of this special meeting. Under FASB ASC , we will recognize incremental compensation expense resulting from the new stock options granted in the exchange program. However, if approved, our Board of Directors may require that for each option award that an eligible optionholder tenders in the exchange program, he or she will receive a new stock option for a lesser number of shares. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC.

Uploader: Vudoran
Date Added: 28 November 2016
File Size: 12.6 Mb
Operating Systems: Windows NT/2000/XP/2003/2003/7/8/10 MacOS 10/X
Downloads: 89410
Price: Free* [*Free Regsitration Required]

We encourage you to take advantage of Internet dialogid telephone voting. We may, however, exclude otherwise eligible optionholders in non-U. Please note, however, that if your bti/vf2 are held of record by a broker, bank or other nominee and you wish to vote at the special meeting, you must obtain a proxy issued in your name from that record holder.

The Board of Directors reserves the right, notwithstanding stockholder approval and without further action by stockholders, to not proceed with the filing of dialoglc Proposed Amendment to effect the Reverse Split with the Bri/vf of State of the State of Delaware if the Board of Directors determines that the Reverse Split is no longer in the best interests of the Company and its stockholders. In addition, the table sets forth certain information regarding the ownership of our common stock by all those known by us to be beneficial owners of more than five percent of our common stock as of the dialohic noted below.

However, you do not need to attend the special meeting to vote your shares. Inasmuch as matters not known at this time may arise at the special meeting, the submission of the proxy by the stockholder authorizes the persons named on the proxy to use their discretion in voting on any matter brought before the special meeting. Shares Registered in the Name of Broker or Bank.

  AIRTIES WUS 201 WIN7 DRIVER DOWNLOAD

Dialogic Diva BRI (ISDN) Media Boards by Sangoma

The organization holding your account is considered to be dialoglc stockholder of record for purposes of voting at the special meeting. Corporate Secretary, Dialogic Inc. We assume no obligation to update these forward-looking statements to reflect actual results, changes in risks, uncertainties or assumptions underlying or affecting such statements or for prospective events that bir/vf2 have a retroactive effect.

All executive officers and directors bi/vf2 a group 10 persons 9. All of the currently outstanding stock options granted under our stock plans are now underwater, and a large portion of our service providers holds these underwater options.

To vote in person, come to the special meeting and we will give you a ballot when you arrive. The primary purpose of the proposed exchange program is to restore the intended bri/f2 and incentive value of stock options granted to our service providers, which we believe will promote long-term stockholder value.

The exchange program will not be conditioned on a minimum level of participation. Because the eligibility of stock options will be determined only after our Board of Directors approves specific terms for the exchange offer, and will be dependent on the closing date of the exchange program, we are unable to determine at this time the exact number of shares underlying eligible stock options.

Mark Here for Address Change or Comments. We currently recognize and will continue to recognize compensation expense relating to the eligible stock options, even though they are underwater and do not fully provide the intended incentive and retention benefits.

Proposed maximum aggregate value of transaction: Visit us on the web at http: We sent you this proxy statement and the enclosed proxy card because the Board of Directors of Dialogic Inc. We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. How can I find out the results of the voting at the special meeting? The incremental compensation cost will be measured as the excess, if any, of the fair value of new stock options granted in exchange for surrendered stock options, measured as of the date the new stock options are granted, over the fair value of the surrendered eligible stock options, measured immediately prior to the exchange.

  ATECH ATS 303 DRIVER

Use the Internet to vote your proxy. Election to Exchange Underwater Stock Options. We know of no other matters to be submitted at the special meeting.

Eligible optionholders may decide to participate in the exchange program on a grant-by-grant basis.

Even if you have voted by proxy, if you attend the special meeting in person, you may revoke your proxy and vote in person. The exchange program may assist in reducing our overhang and eliminating many of the ineffective underwater stock options that are currently outstanding.

Dialogic Diva BRI (ISDN) Media Boards by Sangoma

As a matter of policy, many institutional investors are prohibited from purchasing stocks below certain minimum price levels. Because the decision to participate in the exchange program is voluntary, we are not able to predict which or how many optionholders will elect to participate, how many eligible stock options will be surrendered for exchange, and therefore how many shares may be issued under new stock option grants under the exchange program.

In addition, the Board of Directors reserves the right to amend, postpone, or cancel the exchange program once it has started. Proposal to approve a proposed stock option exchange program that will permit eligible employees, officers and directors to surrender certain dialigic stock options for cancellation in exchange for new stock options, as described in the accompanying proxy statement.

If your shares are held by your broker or bank as a nominee or agent, you dizlogic follow the instructions provided by your broker or bank. The enclosed proxy statement is being issued in connection with the solicitation of a proxy by the Board of Directors for use at the special meeting.

Start the discussion

Leave a Reply

Your email address will not be published. Required fields are marked *

In addition, the table sets forth certain information regarding the ownership of our common stock by all those known by us to be beneficial owners of more than five percent of our common stock as of the dates noted below. We will give eligible optionholders at least 20 business days to elect to surrender their eligible stock options in exchange for new stock options covering a lesser number of shares. At the same time, the market for our key service providers remains extremely competitive. This discussion does not address all United States federal income tax considerations that may be relevant to particular stockholders in light of their individual circumstances or to stockholders that are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, and foreign stockholders. Participation in the Exchange Program. On the record date, there were 31,, shares outstanding and entitled to vote. Election to Exchange Underwater Stock Options.

Uploader: Shaktijin
Date Added: 7 October 2013
File Size: 64.98 Mb
Operating Systems: Windows NT/2000/XP/2003/2003/7/8/10 MacOS 10/X
Downloads: 83854
Price: Free* [*Free Regsitration Required]

Such decreased liquidity would result in the increase in the volatility of the trading price of our common stock, a loss of current or future coverage by certain analysts and a diminution of institutional investor interest.

Approval of the Proposed Amendment requires the affirmative vote of at least a majority of our outstanding shares of common stock. We currently anticipate that if the Proposed Amendment is approved by stockholders at the special meeting, we will file the Proposed Amendment as soon as reasonably practicable. Payment of Filing Fee Check the appropriate box: As a stockholder of record, you may vote in person at the special meeting or vote by proxy.

To vote in person, come to the special meeting and we will give you a ballot when you arrive.

Dialogic Diva BRI (ISDN) Media Boards by Sangoma

All of the currently outstanding stock options granted under our stock plans are now underwater, and a large portion of our service providers holds these underwater options. Your vote must be received by The Company will not issue fractional certificates for post-Reverse Split shares in connection with the Reverse Split.

  HAUPPAUGE DEC 3000 DRIVER

Eligible optionholders may decide to participate in the exchange program on a grant-by-grant basis. Our Board of Directors may hold open the exchange program to holders of eligible stock options who are, throughout the exchange offer, service providers to the Company or our eligible affiliates.

Dialogic Diva BRI (ISDN) Media Boards by Sangoma

Each new stock option may have a new 10 year term, or may have a term not longer than the original term associated with the tendered option. Furthermore, the liquidity of our common stock could be adversely affected by the vialogic number of shares that would be outstanding after the Reverse Split. While we expect that the Reverse Split will result in an increase in the market price of our common stock, the Reverse Split may not increase the market price of our common stock in proportion to the reduction in the number of shares of our common stock outstanding or result in a permanent increase in the market price which depends on many factors, including our performance, prospects and other factors that may be unrelated bbri/vf2 the number of shares outstanding.

Our outstanding stock options generally vest over four years following the date of grant. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. What does it mean if I receive more than one proxy card? How are votes counted?

Products – Sangoma

This means that eligible optionholders may elect to tender any or all of their eligible stock option grants, or only one of their eligible stock option grants. Stockholders should recognize that if the Reverse Split is effected, they will own a smaller number of shares than they currently own approximately equal to the number of shares owned immediately prior to the Reverse Split divided by five, after giving effect to the cash payments in lieu of fractional shares diapogic above.

  DELL E6410 ACPI SMO8800 1 DRIVER DOWNLOAD

Executive Officers and Directors. If any other matters not described in the proxy statement are properly presented at the special meeting, proxies will be voted in accordance with the best judgment of the proxy holders.

How many votes are needed to approve the proposal? Accordingly, the Reverse Split may not achieve the desired results that have been outlined above.

Actual results may differ materially from these expectations due to changes in global economic conditions and competition. We know of no arrangements, the operation of dialogix may at a subsequent date result in the change of control of Dialogic. Who will pay for the cost of this proxy solicitation?

Potential Modification to the Exchange Program. Each stockholder should consult its tax advisor as to the particular facts and circumstances which may be unique to such stockholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the Reverse Split. Because the eligibility of stock options will be determined only after our Board of Directors approves specific terms for the exchange offer, and will be dependent on the closing date of the exchange program, we are unable to determine at this time the exact number of shares underlying eligible stock options.

Important notice regarding the Internet availability of proxy materials for the Dialogic Inc. Title of each class of securities to which transaction applies: We expect that it may take several days for our transfer agent to sell all of the aggregated fractional shares of common stock.

Check the appropriate box: You will be asked to provide the company number and control number from the enclosed proxy card.

Start the discussion

Leave a Reply

Your email address will not be published. Required fields are marked *