24
The fundamental change purchase feature of the Convertible Senior Notes may delay or prevent an otherwise beneficial
attempt to purchase our company.
The terms of the Convertible Senior Notes require us to purchase them for cash in the event of a fundamental change. A
takeover of our Company would trigger the requirement that we purchase the Convertible Senior Notes. This may have the effect of
delaying or preventing a takeover that would otherwise be beneficial to investors.
Our governing corporate documents and Maryland law contain certain anti-takeover provisions that could prevent a change
of control that may be favorable to shareholders.
We are a Maryland corporation. Anti-takeover provisions of Maryland law and provisions contained in our charter and by-laws
could make it more difficult for a third party to acquire control of us, even if a change in control would be beneficial to shareholders.
These provisions include the following:
x
authorization of the board of directors to issue “blank check” preferred stock;
x
prohibition of cumulative voting in the election of directors;
x
our classified board of directors;
x
limitation of the persons who may call special meetings of shareholders;
x
prohibition on shareholders acting without a meeting other than through unanimous written consent;
x
supermajority voting requirement on various charter and by-law provisions; and
x
establishment of advance notice requirements for nominations for election to the board of directors or for proposing matters
that can be acted on by shareholders at shareholder meetings.
These provisions could delay, deter or prevent a potential acquirer from attempting to obtain control of us, depriving
shareholders of an opportunity to receive a premium for Class A common stock. These provisions could therefore materially adversely
affect the market price of our Class A common stock.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Our principal executive office is located in Annapolis, Maryland, as well as portions of our Commercial and Government
Segments, and includes a satellite operations center. Our office in Seattle, Washington is used primarily for servicing and hosting our
wireless and VoIP E9-1-1 public safety support services. The design and development of our software based systems and applications
are located in Annapolis, Maryland, Seattle, Washington, Aliso Viejo, California, Calgary, Canada, North Wollongong, Australia, and
Tianjin, China offices. Major Government Segment operations are in Tampa, Florida and Hanover, Maryland. We also own a 7-acre
teleport facility in Manassas, Virginia for teleport services for our Government Segment customers.
The following table lists significant leased facilities at December 31, 2013:
Location:
Size:
Lease Expiration:
Annapolis, Maryland
52,000 square feet
December 2016
Seattle, Washington
57,000 square feet
September 2017
Tampa, Florida
45,600 square feet
December 2014
Hanover, Maryland
36,000 square feet
August 2017
Torrance, California
35,000 square feet
January 2018
Aliso Viejo, California
29,000 square feet
December 2017
Tianjin, China
18,000 square feet
January 2017
Greenwood Village, Colorado
17,000 square feet
May 2020
Danville, Vermont
14,000 square feet
July 2014
Richardson, Texas
13,000 square feet
April 2015
Manassas, Virginia
10,000 square feet
November 2017
Suwanee, Georgia
9,500 square feet
May 2015
North Wollongong, Australia
8,000 square feet
April 2017
Calgary, Canada
6,500 square feet
March 2014
