Allergan Proposes Increase in Authorized Shares.IRVINE, Calif. -- Allergan, Inc. (NYSE NYSE See: New York Stock Exchange :AGN AGN Again (Amateur Radio) AGN Active Galactic Nucleus AGN Acute Glomerulonephritis AGN Accountants Global Network AGN Air Gabon (ICAO code) ) today announced that its Board of Directors has approved, subject to stockholder approval, an amendment to Allergan's restated Certificate of Incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. that increases Allergan's authorized number of shares of common stock from 300 million to 500 million. As of August 1, 2006, there were approximately 153,755,944 shares of common stock issued and outstanding and approximately 131,366,291 shares of common stock reserved for issuance pursuant to Allergan's outstanding 1.50% convertible senior notes due 2026 and Allergan's equity compensation plans. Allergan intends to present the amendment to its stockholders for approval at a special meeting to be held on or about September 20, 2006. Stockholders of record at the close of business on August 14, 2006 will be entitled to notice of and to vote in person or by proxy at the special meeting. Allergan's Board of Directors believes that the proposed increase in the number of authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of common stock will enhance Allergan's flexibility in connection with a stock split or other corporate purposes. Other than increasing the number of authorized shares of common stock from 300 million to 500 million, the proposed amendment in no way changes Allergan's restated Certificate of Incorporation. Allergan's Board of Directors has unanimously approved the proposed amendment and determined that it is in the best interests of Allergan and its stockholders. If approved by Allergan's stockholders, the amendment will become effective upon filing with the Delaware Secretary of State. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. In this press release, the statements regarding Allergan's plans to hold a special stockholders' meeting and mail a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. to Allergan's stockholders and statements regarding a proposed vote by Allergan's stockholders on the proposal to amend Allergan's restated Certificate of Incorporation to increase Allergan's authorized number of shares of common stock are forward-looking statements. Any other statements in this press release that refer to Allergan's expected, estimated or anticipated future results are also forward-looking statements. All forward-looking statements in this press release reflect Allergan's current analysis of existing facts and information and represent Allergan's judgment only as of the date of this press release. Actual events or results might differ materially from these statements due to risks and uncertainties, including those associated with the approval of the proposal to amend Allergan's restated Certificate of Incorporation, and various factors affecting Allergan's businesses, including, among other things, changing competitive, market and regulatory conditions and fluctuations in the trading price Trading price The price at which a security is currently selling. of Allergan's common stock. Allergan expressly disclaims any intent or obligation to update these forward-looking statements, except as required to do so by law. Additional Information and Where to Find It In connection with the proposed special meeting of stockholders to vote on the proposal to amend Allergan's restated Certificate of Incorporation, Allergan will be filing a proxy statement with the Securities and Exchange Commission. Pursuant to the proxy statement, Allergan's Board of Directors will be soliciting proxies from Allergan's stockholders. Stockholders are advised to read the proxy statement when it becomes available because it will contain important information. Information regarding the interests of the participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies will be described in the proxy statement. Investors and other security holders can obtain copies of the proxy statement free of charge when it becomes available by directing a request to Allergan, Inc., Investor Relations Investor relations The process by which the corporation communicates with its investors. , 2525 Dupont Drive, Irvine, California Irvine is an incorporated city in Orange County, California, United States. It is a planned city, mainly developed by the Irvine Company since the 1960s. Formally incorporated on December 28 1971, the 69.7 square mile (180.5 km²) city has a population of 202,079 (as of 2007). 92612, Telephone (714) 246-4636. You may also obtain free copies of the proxy statement when it becomes available by accessing the Securities and Exchange Commission's website at http://www.sec.gov. About Allergan, Inc. With more than 55 years of experience providing high-quality, science-based products, Allergan, Inc., with headquarters in Irvine, California, discovers, develops and commercializes products in the ophthalmology ophthalmology (ŏf'thălmŏl`əjē), branch of medicine specializing in the anatomy, function and diseases of the eye. Ophthalmologists specialize in the medical and surgical treatment of eye disorders, vision measurements for , neurosciences, medical dermatology dermatology (dûrmətŏl`əjē), branch of medicine concerned with diagnosis and treatment of diseases and disorders of the skin. , medical aesthetics, obesity intervention and other specialty markets that deliver value to its customers, satisfy unmet medical needs, and improve patients' lives. |
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