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Share Name | Share Symbol | Market | Type |
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Airnet Systems, | AMEX:ANS | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
þ | No fee required. | |||||
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o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
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(1 | ) | Title of each class of securities to which transaction applies: | |||
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(2 | ) | Aggregate number of securities to which transaction applies: | |||
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(3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||
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(4 | ) | Proposed maximum aggregate value of transaction: | |||
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(5 | ) | Total fee paid: | |||
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o | Fee paid previously with preliminary materials. | |||||
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o | 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. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||
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(1 | ) | Amount Previously Paid: | |||
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(2 | ) | Form, Schedule or Registration Statement No.: | |||
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(3 | ) | Filing Party: | |||
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(4 | ) | Date Filed: |
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Grant | Expiration | Grant | Granted or | Grant | Transferred | |||||||||||||||||||||||
Date | Date | Plan ID | Type | Transferred To | Price | Out | Outstanding Exercisable | |||||||||||||||||||||
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Optionee Totals |
1.
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Q. | What will happen to my outstanding stock option as a result of the merger? | ||
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A. | Your outstanding stock option will be cancelled and, to the extent that the exercise price of your applicable stock option is less than $2.81 per share, you will receive a cash payment with respect to such outstanding stock option. | ||
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2.
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Q. | What will happen to my outstanding stock option if the exercise price is greater than or equal to $2.81 per share? | ||
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A. | Your outstanding stock option will be cancelled and you will not receive any cash payment with respect to this outstanding stock option. | ||
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3.
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Q. | What if my stock option is not fully exercisable? | ||
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A. | At the time of the merger, all stock options granted under the Amended and Restated 1996 Incentive Stock Plan and the 2004 Stock Incentive Plan will become fully exercisable (i.e. vested). To the extent that the exercise price of your applicable stock option is less than $2.81 per share, you will receive a cash payment for all of the unexercised common shares under your outstanding stock option, even if all or any portion of your stock option is not exercisable at the time of the merger because you have not yet satisfied the stock options vesting requirements. If the exercise price of your applicable stock option is greater than or equal to $2.81, you will not receive any cash payment with respect such outstanding option. | ||
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4.
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Q. | How will the cash payment which I will receive be calculated? | ||
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A. | The amount of your cash payment, if any, will be equal to the excess of $2.81 over the exercise price per common share subject to the stock option multiplied by the number of unexercised common shares subject to the stock option. For example, if you hold an unexercised stock option to purchase 2,000 common shares of AirNet at $2.50 per share, you will receive a payment of $620 calculated in the following manner: | ||
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$2.81 (the price per share being paid by AirNet Holdings) | |||
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- $2.50 (your exercise price per share) | |||
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$0.31 (the excess of $2.81 over your exercise price per share) | |||
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x 2,000 (the number of common shares subject to your unexercised stock option); | |||
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=$620.00 | |||
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All cash payments will be made net of applicable withholding taxes and will be paid without interest. |
5.
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Q. | What do I have to do with respect to my unexercised stock option(s)? | ||
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A. | You should sign the enclosed Stock Option Cancellation Form and return the same by fax or regular mail to Bruce D. Parker at AirNet Systems, Inc., 7250 Star Check Drive, Columbus, OH 43217, fax no. (614) 409-7878. You should sign this Form whether or not you expect to receive a cash payment with respect to your unexercised stock option(s). | ||
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6.
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Q. | When will I receive my cash payment? | ||
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A. | You will receive the cash payment, if any, described above following (i) the completion of the merger between AirNet and AirNet Acquisition, which is anticipated to occur within several business days after the June 4, 2008 Special Meeting of Shareholders if AirNets shareholders adopt the merger agreement and approve the merger and, (ii) receipt by AirNet of your Stock Option Cancellation Form. | ||
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7.
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Q. | What happens if I had been granted more than one stock option to purchase common shares? | ||
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A. | The procedures described above will apply to each of your stock options. Accordingly, the total amount of cash which you will receive will be equal to the aggregate amount calculated in accordance with Q & A 4 above for each of your stock options. | ||
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8.
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Q. | What happens if the merger does not actually occur? | ||
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A. | All of the procedures described above are contingent upon the completion of the merger between AirNet and AirNet Acquisition. If the merger does not occur, you will continue to hold a stock option to purchase common shares of AirNet in accordance with the conditions of your option agreement. | ||
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9.
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Q. | What will happen to the AirNet Systems, Inc. Amended and Restated 1996 Incentive Stock Plan and the AirNet Systems, Inc. 2004 Stock Incentive Plan in connection with the merger? | ||
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A. | In connection with the merger, the AirNet Systems, Inc. Amended and Restated 1996 Incentive Stock Plan and the AirNet Systems, Inc. 2004 Stock Incentive Plan will be terminated. The procedures described above represent the manner in which all of your option rights under the plans will be satisfied. |
Signature:
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Print Name:
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Date:
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1 Year Airnet Chart |
1 Month Airnet Chart |
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