PROPOSED STOCKHOLDER RESOLUTIONS

 

                                                                   EXHIBIT 10.50
 
                        PROPOSED STOCKHOLDER RESOLUTIONS
                                       OF
                         COMPREHENSIVE CARE CORPORATION
 
PROPOSAL 1: THE REVERSE STOCK SPLIT.
 
     RESOLVED, that Article FOURTH of the Company's Restated Certificate of
Incorporation be amended by addition of the following provision:
 
          Simultaneously with the Effective Date, each share of the Company's
     Common Stock, par value $0.10 per share, issued and outstanding immediately
     prior to the Effective Date (the "Old Common Stock") shall automatically
     and without any action on the part of the holder thereof be reclassified as
     and changed into one-[to be completed] (1/[to be completed]) of a share of
     the Company's Common Stock, par value [to be completed] per share (the "New
     Common Stock"), subject to the treatment of fractional share interests as
     described below. Each holder of a certificate or certificates which
     immediately prior to the Effective Date represented shares outstanding of
     Old Common Stock (the "Old Certificates," whether one or more) shall be
     entitled to receive upon surrender of such Old Certificates to the
     Company's Transfer Agent for cancellation, a certificate or certificates
     (the "New Certificates," whether one or more) representing the number of
     whole shares of the New Common Stock into which and for which the shares of
     the Old Common Stock formerly represented by such Old Certificates so
     surrendered, are reclassified under the terms hereof. From and after the
     Effective Date, Old Certificates shall represent only the right to receive
     New Certificates (and, where applicable, cash in lieu of fractional shares,
     as provided below) pursuant to the provisions hereof. No certificates or
     scrip representing fractional share interests in New Common Stock will be
     issued, and no such fractional share interest will entitle the holder
     thereof to vote, or to any rights of a stockholder of the Company. A holder
     of Old Certificates shall receive, in lieu of any fraction of a share of
     New Common Stock to which the holder would otherwise be entitled, a cash
     payment therefor on the basis of the closing price of the Old Common Stock
     on the New York Stock Exchange on the Effective Date, as reported on the
     composite tape of the New York Stock Exchange, Inc. (or in the event the
     Company's Common Stock is not so traded on the Effective Date, such closing
     price on the next preceding day on which such stock was traded on the New
     York Stock Exchange). If more than one Old Certificate shall be surrendered
     at one time for the account of the same stockholder, the number of full
     shares of New Common Stock for which New Certificates shall be issued shall
     be computed on the basis of the aggregate number of shares represented by
     the Old Certificates so surrendered. In the event that the Company's
     Transfer Agent determines that a holder of Old Certificates has not
     tendered all his certificates for exchange, the Transfer Agent shall carry
     forward any fractional share until all certificates of that holder have
     been presented for exchange such that payment for fractional shares to any
     one person shall not exceed the value of one share. If any New Certificate
     is to be issued in a name other than that in which the Old Certificates
     surrendered for exchange are issued, the Old Certificates so surrendered
     shall be properly endorsed and otherwise in proper form for transfer, and
     the person or persons requesting such exchange shall affix any requisite
     stock transfer tax stamps to the Old Certificates surrendered, or provide
     funds for their purchase, or establish to the satisfaction of the Transfer
     Agent that such taxes are not payable. From and after the Effective Date
     the amount of capital represented by the shares of the New Common Stock
     into which and for which the shares of the Old Common Stock are
     reclassified under the terms hereof shall be the same as the amount of
     capital represented by the shares of Old Common Stock so reclassified,
     until thereafter reduced or increased in accordance with applicable law.
 
     RESOLVED FURTHER, that the form, terms, and provisions of the Restated
Certificate of Incorporation as set forth in Exhibit A are approved, ratified
and confirmed; and
 
     RESOLVED FURTHER, that pursuant to Section 242(c) of the Delaware General
Corporation Law, at any time prior to the filing of the amendment with the
Delaware Secretary of State, notwithstanding

authorization of the proposed amendment by the Stockholders of the Corporation,
the Board of Directors may abandon the proposed amendment without further action
by the Stockholders; and
 
     RESOLVED FURTHER, that the Board of Directors' actions taken and authorized
prior to the date of these resolutions are hereby confirmed and ratified and the
Board of Directors shall have authority to take such further action and to
authorize such further action as may be necessary, appropriate or incidental to
the carrying out of the purposes and effects of the foregoing resolutions,
including without limitation making such editorial, conforming, typographical
and similar incidental changes to the Amendment and the Restated Certificate of
Incorporation as such officer acting in the matter may deem necessary or
appropriate to approve, such approval to be conclusively evidenced by the taking
of such action or the execution and delivery of documents taking such action.
 
PROPOSAL 2: THE CHANGE IN THE NUMBER OF AUTHORIZED SHARES.
 
     RESOLVED, that Article FOURTH of the Company's Restated Certificate of
Incorporation be amended by addition of the following provision:
 
          FOURTH. The corporation shall have authority to issue two classes of
     shares of stock to be designated, respectively, "Preferred Stock" and
     "Common Stock." The total number of shares which the corporation shall have
     authority to issue is           (          )" [to be completed based on the
     sum of 60,000 authorized preferred shares and the number of authorized
     common shares as completed below]. The total number of shares of Preferred
     Stock which the corporation shall have authority to issue shall be sixty
     thousand (60,000); and each such share shall have a par value of
     (          ) [to be completed with "one cent ($0.01) if Proposal 3 is
     approved and otherwise with "fifty dollars ($50.00)"]; and the total number
     of shares of Common Stock which the Corporation shall have authority to
     issue shall be           (          ) [to be completed with the lowest of
     (a) 30,000,000, (b) five (5) times the number of shares of New Common Stock
     anticipated to be outstanding (excluding the effect of repurchasing
     fractional shares), reserved or otherwise committed for issuance
     immediately after the Effective Date, or (3) a lower number in the Board of
     Directors' discretion]; and each such share shall have a par value of one
     cent ($0.01).
 
     RESOLVED FURTHER, that the form, terms, and provisions of the Restated
Certificate of Incorporation as set forth in Exhibit A are approved, ratified
and confirmed; and
 
     RESOLVED FURTHER, that pursuant to Section 242(c) of the Delaware General
Corporation Law, at any time prior to the filing of the amendment with the
Delaware Secretary of State, notwithstanding authorization of the proposed
amendment by the Stockholders of the Corporation, the Board of Directors may
abandon the proposed amendment without further action by the Stockholders; and
 
     RESOLVED FURTHER, that the Board of Directors' actions taken and authorized
prior to the date of these resolutions are hereby confirmed and ratified and the
Board of Directors shall have authority to take such further action and to
authorize such further action as may be necessary, appropriate or incidental to
the carrying out of the purposes and effects of the foregoing resolutions,
including without limitation making such editorial, conforming, typographical
and similar incidental changes to the Amendment and the Restated Certificate of
Incorporation as such officer acting in the matter may deem necessary or
appropriate to approve, such approval to be conclusively evidenced by the taking
of such action or the execution and delivery of documents taking such action.
 
PROPOSAL 3: THE REDUCTION IN THE PAR VALUE PER SHARE.
 
     RESOLVED, that Article FOURTH of the Company's Restated Certificate of
Incorporation be amended by addition of the following provision:
 
          FOURTH. The corporation shall have authority to issue two classes of
     shares of stock to be designated, respectively, "Preferred Stock" and
     "Common Stock." The total number of shares which the corporation shall have
     authority to issue is             (            )" [to be completed based on
     the sum of 60,000 authorized preferred shares and the number of authorized
     common shares as completed

     below]. The total number of shares of Preferred Stock which the corporation
     shall have authority to issue shall be sixty thousand (60,000); and each
     such share shall have a par value of one cent ($0.01); and the total number
     of shares of Common Stock which the Corporation shall have authority to
     issue shall be             (            ) [to be completed with the lowest
     of (a) 30,000,000, (b) five (5) times the number of shares of New Common
     Stock anticipated to be outstanding (excluding the effect of repurchasing
     fractional shares), reserved or otherwise committed for issuance
     immediately after the Effective Date, or (3) a lower number in the Board of
     Directors' discretion]; and each such share shall have a par value of one
     cent ($0.01).
 
     RESOLVED FURTHER, that the form terms, and provisions of the Restated
Certificate of Incorporation as set forth in Exhibit A are approved, ratified
and confirmed; and
 
     RESOLVED FURTHER, that pursuant to Section 242(c) of the Delaware General
Corporation Law, at any time prior to the filing of the amendment with the
Delaware Secretary of State, notwithstanding authorization of the proposed
amendment by the Stockholders of the Corporation, the Board of Directors may
abandon the proposed amendment without further action by the Stockholders; and
 
     RESOLVED FURTHER, that the Board of Directors' actions taken and authorized
prior to the date of these resolutions are hereby confirmed and ratified and the
Board of Directors shall have authority to take such further action and to
authorize such further action as may be necessary, appropriate or incidental to
the carrying out of the purposes and effects of the foregoing resolutions,
including without limitation making such editorial, conforming, typographical
and similar incidental changes to the Amendment and the Restated Certificate of
Incorporation as such officer acting in the matter may deem necessary or
appropriate to approve, such approval to be conclusively evidenced by the taking
of such action or the execution and delivery of documents taking such action.

 

Basic Info X:

Name: PROPOSED STOCKHOLDER RESOLUTIONS
Type: Proposed Stockholder Resolutions
Date: March 29, 1994
Company: COMPREHENSIVE CARE CORP
State: Delaware

Other info:

Organization:

  • Company 's Restated Certificate of Incorporation
  • Company 's Common Stock
  • New Common Stock
  • New York Stock Exchange , Inc.
  • Delaware Secretary of State
  • Board of Directors

Location:

  • Delaware

Money:

  • $ 0.10
  • $ 50.00
  • one cent
  • $ 0.01