approval and (3) recommending that the holders of our common stock approve the Reverse Stock Split Proposal. The actual number of authorized shares of our common stock after giving effect to
the Reverse Stock Split, if and when effected, will depend on the Reverse Stock Split ratio that is ultimately determined by our Board. The following table contains approximate information, based on share information as of December 31, 2021,
relating to our outstanding common stock and information regarding our authorized shares for each of the three alternative amendments:
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Number of Shares of
Common Stock
Authorized
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Number of Shares of
Common Stock Issued
and Outstanding
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Pre-Reverse Stock Split
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400,000,000
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156,249,234
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Post-Reverse Stock Split 1:2
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200,000,000
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78,124,617
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Post-Reverse Stock Split 1:3
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133,333,333
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52,083,078
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Post-Reverse Stock Split 1:4
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100,000,000
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39,062,309
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After the Effective Time, our common stock would have a new committee on uniform securities identification procedures, or
CUSIP number, a number used to identify our common stock.
Our common stock is currently registered under Section 12(b) of the Securities
Exchange Act of 1934 (the Exchange Act), and we are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect the registration of our common stock under the Exchange Act or the
listing of our common stock on the New York Stock Exchange (NYSE). Following the Reverse Stock Split, the Spin-off transaction and our name change to Enovis Corporation, our common stock will
continue to trade on the NYSE under the symbol ENOV and will be assigned a new CUSIP number.
Effect on Preferred Stock
Pursuant to our Certificate of Incorporation, our authorized capital stock consists of 20,000,000 shares of Preferred Stock, par value $0.001 per share.
The proposed Certificate of Amendment to effect the Reverse Stock Split and the Authorized Share Reduction would not impact the total authorized number of shares of preferred stock or the par value of the preferred stock. There are currently no
shares of preferred stock outstanding.
Accounting Matters
The Reverse Stock Split will not affect the common stock capital account on our balance sheet and the par value of our common stock will remain
unchanged. The stated capital component, which consists of the par value per share of our common stock multiplied by the aggregate number of shares of our common stock issued and outstanding, will be reduced in proportion to the size of the Reverse
Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be increased by the amount by which the stated capital is reduced.
Our stockholders equity, in the aggregate, will remain unchanged. Immediately after the Reverse Stock Split, the per share net income or loss and net book value of our common stock will be increased, as compared to the per share amounts absent
the Reverse Stock Split, because there will be fewer shares of common stock outstanding. All historic and per share amounts in our financial statements and related footnotes (for periods after the Reverse Stock Split and, on a pro forma basis, for
periods prior to the Reverse Stock Split) will be restated to reflect the Reverse Stock Split.
Effect on Colfaxs Stock Incentive Plans
As of December 31, 2021, we had approximately 3,660,646 shares subject to stock options and 1,718,449 shares subject to unvested restricted stock units
(including performance-based restricted stock units) outstanding under our stock incentive plans.
If the Reverse Stock Split is effected, the number
of shares available for issuance under our stock incentive plans, as well as the number of shares subject to any outstanding award and the exercise price, grant price or purchase price relating to any such award under our stock incentive plans, are
expected to be equitably adjusted by our Board to reflect the Reverse Stock Split. Further, any fractional shares resulting from such adjustment are expected to be eliminated by rounding downward to the nearest whole share.
For illustrative purposes only, if a one-for-four reverse stock split is
effected, the 2,590,182 shares that remain available for issuance under our 2020 Omnibus Incentive Plan as of December 31, 2021, are expected to be adjusted to 647,546 shares, subject to increase as and when outstanding awards made under the plan
expire or are forfeited or are otherwise again made available for issuance pursuant to the terms of the plan. Further, for illustrative purposes only, if a one-for-four
reverse stock split is effected, we expect that an outstanding stock option for 10,000 shares of common stock, exercisable at $40.00 per share, would be adjusted as a result of the
one-for-four split ratio into an option exercisable for 2,500 shares of common stock at an exercise price of $160.00 per share.
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- 2022 Special
Meeting Proxy
Statement
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8
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