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Quotes & Info
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| IMA > SEC Filings for IMA > Form 8-K on 19-Nov-2008 | All Recent SEC Filings |
19-Nov-2008
Other Events
• Series B Convertible Perpetual Preferred Stock
• 3% Convertible Senior Subordinated Promissory Notes (the "3% Notes")
• Interests in the Company's syndicated senior and junior secured credit facilities (the "Lender Interests")
On November 19, 2008, the Company's Board of Directors granted a waiver, to the
extent necessary, of the conflict of interest provisions of the Company's
Business Conduct Guidelines for Mr. Zwanziger to permit the proposed investment
by the Trust in the Common Stock, Series B Convertible Perpetual Preferred
Stock, Lender Interests and 3% Notes. The Company's Business Conduct Guidelines
apply to both real and apparent conflicts of interest. In connection with
granting such waiver, the Board engaged independent counsel and considered,
among other things, (i) Mr. Zwanziger's significant equity stake in the Company,
and (ii) that, in connection with any purchases of Lender Interests, the Trust
has agreed that, whenever the consent or vote of the lenders is required under
the credit facilities, the Trust will vote the outstanding principal amount of
any acquired Lender Interests in the same proportion as the votes cast by the
other lenders under the credit facilities. The Company's Audit Committee also
approved the potential investments to the extent they will constitute related
party transactions.
Separately, Robert P. Khederian, a non-employee director of the Company,
informed the Company that, as a result of the extreme volatility and disruption
in the capital and credit markets, he intends to sell up to 100,000 shares of
the Company's common stock to address his liquidity needs. Mr. Khederian stated
that these sales in no way reflect his views of the Company's outlook or
prospects. Any such sales will be reported by Mr. Khederian through Form 4
filings with the Securities and Exchange Commission.
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