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UNITED STATES RADIUM CORPORATION
Notice of Special Meeting of Board
Of Directors
May 3,1929.
Dear Sir:
A special meeting of the Board of Directors of UNITED STATES
RADIUM CORPORATION will be held at the offices of the Corporation No.
535 Pearl Street, New York City, N.Y., on Tuesday the 7th day of May,
1929, at twelve o'clock noon, for appropriate action on the following:
(1) Considering and voting upon a proposition to increase the
authorized number of shares of the capital stock of the Corporation by
authorizing the issue of 4,000 additional shares of a new class of stock to
be known as $7 Cumulative First Preferred Stock, having a par value of $50
a share, redeemable at the option of the Corporation at $100 a share, and
entitled upon dissolution or liquidation to $100 a share and accrued unpaid
dividends, and ranking prior to the present outstanding $7 Cumulative Prior
Preference Stock; and to establish the terms and provisions of such $7 Cumul-
ative First Preferred Stock;
(2) Considering and voting upon & proposition to authorize the
issuance of said $7 Cumulative First Preferred Stock, share for share in
exchange for shares of the present outstanding $7 Cumulative Prior Preference
Stock which may be voluntarily surrendered at any time and from time to time
by the holders thereof for such prupose, accompanied by a release and surrend-
er of all rights to unpaid accumulated dividends accrued on said stock surrend-
ered, or accrued on the convertible seven per cent. cumulative preferred
stock which was reclassified into said $7 Cumulative Prior Preference Stock
by amendment filed with the Secretary of State of Delaware on March 5, 1929;
all shares of such $7 Cumulative Prior Preference Stock so surrendered to be
cancelled and not reissued;
(3) Subject to authorization by the stockholders of the Corporation
of the above action, considering and voting upon a proposition to authorize
and approve the declaration to the holders of all such shares of $7 Cumulative
Prior Preference Stock as may be exchanged for shares of $7 Cumulative First
Preferred Stock as aforesaid, of a dividend consisting of one share of Class
A stock of the Corporation for each share of $7 Cumulative Prior Preference
Stock so exchanged; and to authorize an amount of $1 to be transferred from
surplus to capital account of the Corporation for every share of the Class A
stock so issued;
(4) Considering and voting upon a proposition to change the title
of the present outstanding $7 Cumulative Prior Preference Stock to $7 Cumula-
tive Preference Stock;
(5) Considering and voting upon a proposition to amend the
Certificate of Incorporation of the Corporation in such manner as may be
necessary or appropriate to carry into effedt the changes set out above;
(6) Considering and voting upon a proposition to amend
Section 6 of the By-laws so as to omit the following sentence:
"No share of stock shall be voted on at any election which
has been transferred on the books of the Corporation within
twenty days next preceding such election.'
and so as to add at the end of said Section 6 the following additional provision:
"The Board of Directors may fix the time, not exceeding forty
days preceding the date of any meeting of stockholders or any
dividend payment date or any date for the allotment of rights
or the date when any change or conversion or exchange of
capital stock shall go into effect, during which the books of
the Corporation shall be closed against transfers of stock.
In lieu of providing for theclosing of the books against
transfers of stock as aforesaid, the Board of Directors from
time to time, and at any time, may fix in advance a date, not
exceeding forty days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or
the date for any allotment of rights or the date when any
change or conversion or exchange of capital stock shall go
into effect, as a record date for the determination of the
stockholders entitled to notice of and to vote at such meeting
or entitled to receive such dividends or allotment of rights
or to exercise the rights in respect of any such change, con-
version or exchange of capital stock, as the case may be; and
only stockholders of record on such date shall be entitled to
notice of and to vote at such meeting or to receive such divi-
dends or allotment of rights or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, as the case may be, notwithstending any transfer of any
stock on the books of the Corporation after any such record
date fixed as aforesaid."
(7) Considering and voting upon a proposition to amend Sections
7 and 11 of the By-Laws so as to omit provision for publication of notice of
annual and special meetings of stockholders respectively, and to reduce the
minimum number of days notice by mailing of annual meetings from twenty days to
ten days, so that Sections 7 and 11 of the By-Laws shall read respectively as
follows:
"7. Written notice of the annual meeting, stating the time,
place and objects thereof, shall be mailed postage prepaid at
least ten days prior to the mesting, to each stockholder entitl-
ed to vote thereat at such address as appears on the stock book
of the Corporation/"
"11. Written notice of a special meeting of stockholders, stat-
ing the time, place and objects thereof, shall bemailed postage
prepaid at least ten days prior to the meeting, to each stock-
holder entitled to vote thereat at such address as appears on
the stock book of the Corporation."
(8) In case the Board of Directors consider it advisable
to adopt the propositions set out above and to declare their advisability to
the stockholders, to call a special meeting of the stockholders of the Corpora-
tion to act upon they;
(9) For the transaction of such other business as may come
before the meeting.
C.B.LEE
President.
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"ocrText": "UNITED STATES RADIUM CORPORATION\nNotice of Special Meeting of Board\nOf Directors\nMay 3,1929.\nDear Sir:\nA special meeting of the Board of Directors of UNITED STATES\nRADIUM CORPORATION will be held at the offices of the Corporation No.\n535 Pearl Street, New York City, N.Y., on Tuesday the 7th day of May,\n1929, at twelve o'clock noon, for appropriate action on the following:\n(1) Considering and voting upon a proposition to increase the\nauthorized number of shares of the capital stock of the Corporation by\nauthorizing the issue of 4,000 additional shares of a new class of stock to\nbe known as $7 Cumulative First Preferred Stock, having a par value of $50\na share, redeemable at the option of the Corporation at $100 a share, and\nentitled upon dissolution or liquidation to $100 a share and accrued unpaid\ndividends, and ranking prior to the present outstanding $7 Cumulative Prior\nPreference Stock; and to establish the terms and provisions of such $7 Cumul-\native First Preferred Stock;\n(2) Considering and voting upon & proposition to authorize the\nissuance of said $7 Cumulative First Preferred Stock, share for share in\nexchange for shares of the present outstanding $7 Cumulative Prior Preference\nStock which may be voluntarily surrendered at any time and from time to time\nby the holders thereof for such prupose, accompanied by a release and surrend-\ner of all rights to unpaid accumulated dividends accrued on said stock surrend-\nered, or accrued on the convertible seven per cent. cumulative preferred\nstock which was reclassified into said $7 Cumulative Prior Preference Stock\nby amendment filed with the Secretary of State of Delaware on March 5, 1929;\nall shares of such $7 Cumulative Prior Preference Stock so surrendered to be\ncancelled and not reissued;\n(3) Subject to authorization by the stockholders of the Corporation\nof the above action, considering and voting upon a proposition to authorize\nand approve the declaration to the holders of all such shares of $7 Cumulative\nPrior Preference Stock as may be exchanged for shares of $7 Cumulative First\nPreferred Stock as aforesaid, of a dividend consisting of one share of Class\nA stock of the Corporation for each share of $7 Cumulative Prior Preference\nStock so exchanged; and to authorize an amount of $1 to be transferred from\nsurplus to capital account of the Corporation for every share of the Class A\nstock so issued;\n(4) Considering and voting upon a proposition to change the title\nof the present outstanding $7 Cumulative Prior Preference Stock to $7 Cumula-\ntive Preference Stock;\n(5) Considering and voting upon a proposition to amend the\nCertificate of Incorporation of the Corporation in such manner as may be\nnecessary or appropriate to carry into effedt the changes set out above;\n(6) Considering and voting upon a proposition to amend\nSection 6 of the By-laws so as to omit the following sentence:\n\"No share of stock shall be voted on at any election which\nhas been transferred on the books of the Corporation within\ntwenty days next preceding such election.'\nand so as to add at the end of said Section 6 the following additional provision:\n\"The Board of Directors may fix the time, not exceeding forty\ndays preceding the date of any meeting of stockholders or any\ndividend payment date or any date for the allotment of rights\nor the date when any change or conversion or exchange of\ncapital stock shall go into effect, during which the books of\nthe Corporation shall be closed against transfers of stock.\nIn lieu of providing for theclosing of the books against\ntransfers of stock as aforesaid, the Board of Directors from\ntime to time, and at any time, may fix in advance a date, not\nexceeding forty days preceding the date of any meeting of\nstockholders or the date for the payment of any dividend or\nthe date for any allotment of rights or the date when any\nchange or conversion or exchange of capital stock shall go\ninto effect, as a record date for the determination of the\nstockholders entitled to notice of and to vote at such meeting\nor entitled to receive such dividends or allotment of rights\nor to exercise the rights in respect of any such change, con-\nversion or exchange of capital stock, as the case may be; and\nonly stockholders of record on such date shall be entitled to\nnotice of and to vote at such meeting or to receive such divi-\ndends or allotment of rights or to exercise the rights in\nrespect of any such change, conversion or exchange of capital\nstock, as the case may be, notwithstending any transfer of any\nstock on the books of the Corporation after any such record\ndate fixed as aforesaid.\"\n(7) Considering and voting upon a proposition to amend Sections\n7 and 11 of the By-Laws so as to omit provision for publication of notice of\nannual and special meetings of stockholders respectively, and to reduce the\nminimum number of days notice by mailing of annual meetings from twenty days to\nten days, so that Sections 7 and 11 of the By-Laws shall read respectively as\nfollows:\n\"7. Written notice of the annual meeting, stating the time,\nplace and objects thereof, shall be mailed postage prepaid at\nleast ten days prior to the mesting, to each stockholder entitl-\ned to vote thereat at such address as appears on the stock book\nof the Corporation/\"\n\"11. Written notice of a special meeting of stockholders, stat-\ning the time, place and objects thereof, shall bemailed postage\nprepaid at least ten days prior to the meeting, to each stock-\nholder entitled to vote thereat at such address as appears on\nthe stock book of the Corporation.\"\n(8) In case the Board of Directors consider it advisable\nto adopt the propositions set out above and to declare their advisability to\nthe stockholders, to call a special meeting of the stockholders of the Corpora-\ntion to act upon they;\n(9) For the transaction of such other business as may come\nbefore the meeting.\nC.B.LEE\nPresident."
}