Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of 397 2.00M
Securities Issued in a
Business-Combination Transaction
2: EX-5 Opinion re: Legality 1 9K
3: EX-12 Statement re: Computation of Ratios 2± 10K
4: EX-23.1 Consent of Experts or Counsel 1 6K
5: EX-23.2 Consent of Experts or Counsel 1 6K
6: EX-23.3 Consent of Experts or Counsel 1 7K
7: EX-99.1 Miscellaneous Exhibit 2 10K
8: EX-99.2 Miscellaneous Exhibit 2 12K
9: EX-99.7 Miscellaneous Exhibit 1 7K
EX-99.2 — Miscellaneous Exhibit
EX-99.2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 99.2
PROXY CARD
NEON Communications, Inc.
2200 West Park Drive
Westborough, Massachusetts 01581
Phone: (508) 616-7800
Solicited by the Board of Directors
for the Special Meeting of Stockholders
The undersigned stockholder of NEON Communications, Inc. ("NEON")
hereby appoints Stephen Bogiages and Christopher E. Dalton, or either of them,
as proxies and attorneys-in-fact of the undersigned, with full power of
substitution, to vote, as indicated herein, all shares of common stock and
preferred stock of NEON held of record by the undersigned at the close of
business on December 7, 2004 at the special meeting of the stockholders of NEON
to be held at the offices of NEON at 2200 West Park Drive, Westborough,
Massachusetts 01581 at 10:00 a.m., local time, on Thursday, January 13, 2005,
and at any and all adjournments or postponements thereof, with all the powers
the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote in respect to all matters which may properly come before the
meeting in accordance with and as more fully described in the Notice of Special
Meeting of Stockholders and Joint Proxy Statement for the meeting, receipt of
which is acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
THROUGH 4.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
POSTAGE PAID ENVELOPE.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy. Your
vote counts, and you are strongly encouraged to exercise your right to vote your
shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return it using the enclosed envelope.
Thank you for your prompt consideration of these matters.
Sincerely,
NEON Communications, Inc.
DETACH HERE
PLEASE MARK BOXES |v| OR |X| IN BLUE OR BLACK INK.
The Board of Directors Recommends a Vote FOR:
1. Proposal to approve and adopt the Agreement and Plan of Merger, dated as of
July 19, 2004 as amended by the First Amendment to Agreement and Plan of Merger,
dated as of October 8, 2004 (as amended, the "merger agreement"), by and among
Globix Corporation ("Globix") and NEON, the merger and the transactions
contemplated by the merger agreement, as described in the accompanying joint
proxy statement/prospectus and attached thereto on Appendix A.
For |_| Against |_| Abstain |_|
2. Proposal to approve and adopt an amendment to NEON's certificate of
incorporation, as described in the accompanying joint proxy statement/prospectus
and attached thereto as Appendix B-1. B-1.
For |_| Against |_| Abstain |_|
3. Proposal to approve and adopt an amendment to the certificate of designation
of NEON's convertible preferred stock, as described in the accompanying joint
proxy statement/prospectus and attached thereto as Appendix B-2.
For |_| Against |_| Abstain |_|
4. Proposal to grant discretionary authority to adjourn or postpone the NEON
special meeting to solicit additional votes to approve the matters considered at
the NEON special meeting, if necessary.
For |_| Against |_| Abstain |_|
In their discretion, the Proxies are authorized to consider and act upon any
other matter that may properly come before the special meeting or any
adjournment or postponement of the special meeting.
Mark here for address change and notification. |_|
SIGNATURE(S) should be exactly as name or names appear on this Proxy
Card. Joint owners should each sign. If acting as attorney, executor, trustee or
other representative capacity, sign name and title. If signing for a
corporation, please sign in full corporate name by a duly authorized officer.
Signature ________________________ Date ___________
Signature ________________________ Date ___________
Dates Referenced Herein and Documents Incorporated by Reference
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