Carbonite 2011 Annual Report Download - page 32

Table of Contents
consolidation, or sale of all or substantially all of our assets. In addition, these stockholders, acting together, may have the ability to control or influence
the management and affairs of our company. This concentration of ownership could limit your ability to influence corporate matters and may have the
effect of delaying or preventing a change in control of our company.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their
recommendations regarding our stock adversely, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us,
our business, our market, or our competitors. If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide
more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who covers us were to cease
coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock
price or trading volume to decline.
Our management will continue to have broad discretion over the use of the proceeds we received in our initial public offering and might not apply
the proceeds in ways that increase the value of your investment.
Our management will continue to have broad discretion to use our net proceeds from our initial public offering, and you will be relying on the
judgment of our management regarding the application of these proceeds. Our management might not apply these proceeds in ways that increase the
value of your investment. We intend to use the net proceeds to us from the initial public offering primarily for general corporate purposes, including
working capital, sales and marketing activities, general and administrative matters, and capital expenditures. We may also use a portion of the net
proceeds to acquire, invest in, or obtain rights to complementary technologies, solutions, or businesses. Until we use the net proceeds to us from the
initial public offering, we plan to invest them, and these investments may not yield a favorable rate of return. If we do not invest or apply the net
proceeds from the initial public offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause
our stock price to decline.
We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend
on appreciation in the price of our common stock.
We have never declared or paid any cash dividends on our common stock and do not intend to do so for the foreseeable future. We currently
intend to invest our future earnings, if any, to fund our growth and continuing operations. In addition, the provisions of our revolving credit facility
prohibit us from paying cash dividends. Therefore, you are not likely to receive any dividends on your shares of common stock for the foreseeable future
and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. Our common stock may not
appreciate in value or even maintain the price at which our stockholders have purchased their shares.
Anti
-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover
attempt.
Our certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in
our management without the consent of our board of directors. These provisions include:
29
•
a classified board of directors with three
-
year staggered terms, which may delay the ability of stockholders to change the membership of a
majority of our board of directors;