Description of Capital Stock
EX-4.3 2 ex43-descriptionofcapi.htm EXHIBIT 4.3 Exhibit
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of June 30, 2019, Cardiovascular Systems, Inc. (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock.
Description of Common Stock
The following description of the Company’s Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws, each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K to which this description is also an exhibit.
Authorized Capital Stock
The Company’s Restated Certificate of Incorporation authorizes the Company to issue 100,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The outstanding shares of Common Stock are fully paid and nonassessable.
The holders of Common Stock are entitled to one vote for each share on all matters voted on by Company stockholders, including elections of directors, and, except as otherwise required by law or provided in any resolution adopted by the Company’s Board of Directors with respect to any series of Preferred Stock, the holders of such shares possess all voting power.
The Company has a classified Board of Directors, with three separate classes of directors each serving a three-year term. The Company’s Restated Certificate of Incorporation does not provide for cumulative voting in the election of directors.
Subject to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s Board of Directors in its discretion out of funds legally available for the payment of dividends. No cash dividends have been previously paid on the Common Stock.
Subject to any preferential rights of outstanding shares of Preferred Stock, holders of Common Stock will share ratably in all assets legally available for distribution to the Company’s stockholders in the event of dissolution.
Other Rights and Preferences
The Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights.
The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock that the Company’s Board of Directors may designate and issue in the future.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Broadridge Corporate Issuer Solutions, Inc.
The Common Stock is listed on the Nasdaq Global Select Market under the symbol “CSII.”
Anti-Takeover Effect of Delaware Law and Certain Charter and Bylaw Provisions
The Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws contain provisions that could have the effect of discouraging potential acquisition proposals or tender offers or delaying or preventing a change of control of the Company. These provisions are as follows:
special meetings of stockholders may be called only by the Chairman of the Board, the Chief Executive Officer, or by a majority of the Board of Directors;
the Board of Directors is a classified board, with three separate classes of directors each serving a three-year term;
only business brought before an annual meeting by the Board of Directors or by a stockholder who complies with the procedures set forth in the Amended and Restated Bylaws may be transacted at an annual meeting of stockholders;
advance notice is required for specified stockholder actions, such as the nomination of directors and stockholder proposals; and
the Company may issue, without stockholder approval, up to 5,000,000 shares of preferred stock that could adversely affect the rights and powers of the holders of our common stock.
The Company is subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an “interested stockholder” is a person who owns 15% or more of the voting stock of a corporation, or any affiliate or associate of a corporation who, within three years prior, did own 15% or more of the voting stock of that corporation.
- 2 -