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The preferred and common stock of the Company are each
issuable in one or more series or classes, any or all of which
may have such voting powers, full or limited, or no voting powers,
and such designations, preferences and related participating,
optional or other special rights and qualifications, limitations
or restrictions thereof, as are set forth in the Restated Certificate
of Incorporation of Fisher or any amendment thereto, or in the
resolution or resolutions providing for the issue of such stock
adopted by Fisher’s Board of Directors, which is expressly
authorized to set such terms for any such issue. As of December
31, 2002 and 2001, the Company’s outstanding common stock
included 2,436,601 and 4,035,290 of nonvoting shares, respectively.
As of December 31, 2002 and 2001, there were warrants outstanding
to purchase 2,583,315 shares of common stock at an exercise
price of $9.65 per share.
In February 2002, certain of the Company’s stockholders
sold 7.4 million shares of common stock in an underwritten public
offering. The Company did not receive any of the proceeds from
this offering. As of December 31, 2002, Thomas H. Lee Company
(“THL”) and its affiliates involved in the Company’s
recapitalization in 1998 own approximately 36 percent of the
Company’s outstanding common stock.
On May 16, 2001, the stockholders of the Company approved an
amendment to the Restated Certificate of Incorporation of the
Company increasing the authorized number of shares of common
stock that may be issued from 100,000,000 to 500,000,000.
On May 9, 2001, the Company sold 12.8 million shares of common
stock to the public at a price of $24.00 per share. An additional
1.0 million shares were sold by employees and other individuals
from shares distributed from a rabbi trust set up in connection
with the Company’s recapitalization in 1998. Proceeds
to the Company from the offering were approximately $289.9 million,
net of underwriters’ discounts and offering costs. The
Company did not receive any proceeds for the sale of shares
by the selling stockholders. |
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