I own Harris shares. What will I receive as a result of the spin-off?
We will distribute 0.248418 of a share of HSTX Class A common stock for each share of Harris common stock outstanding as of the Record Date for the Distribution. The distribution ratio is based on the number of shares of HSTX Class B common stock shares owned by us (which we will exchange for an equal number of shares of HSTX Class A common stock in order to effect the spin-off) divided by the number of shares of Harris common stock and common stock equivalents outstanding on the Record Date. After the Distribution, the HSTX Class B common stock will no longer exist, the HSTX Class A common stock will be the only class of capital stock of HSTX outstanding and we will no longer own any shares of, or have any governance rights with respect to, HSTX.
What do I need to do to receive my HSTX shares?
Nothing. You do not need to take any action to receive your HSTX Class A common stock in the spin-off.
When is the Record Date for the Distribution, and when will the Distribution occur?
The Record Date is 5:30 p.m. Eastern Time May 13, 2009. We will distribute the shares of HSTX Class A common stock on May 27, 2009, which we refer to as the Distribution Date.
What will I receive in the Distribution?
You will receive 0.248418 of a share of HSTX Class A common stock for each share of Harris common stock you owned at 5:30 p.m. Eastern Time on the Record Date. For example, if you owned 1,000 shares of Harris common stock on the Record Date, you would receive 248 shares of HSTX Class A common stock in the Distribution, plus a cash payment at a subsequent date in lieu of the 0.4 fractional share.
If I sell my shares of Harris common stock before the Distribution Date, will I still be entitled to receive HSTX shares in the Distribution?
In order for you to receive shares of HSTX Class A common stock in the Distribution, you must have owned shares of Harris common stock on May 11, 2009 (the “Ex-dividend Date”). If you owned shares of Harris common stock but sold them before the Ex-dividend Date, you also sold your entitlement to receive shares of HSTX Class A common stock in the Distribution. If you owned shares of Harris common stock and sold them on or after the Ex-dividend Date, you will be entitled to receive shares of HSTX Class A common stock in the Distribution. You are encouraged to consult with your financial advisor regarding the specific implications of selling your Harris common stock on or prior to the Distribution Date.
How will the spin-off affect the number of shares of Harris I currently hold?
The Distribution will not affect the number of Harris shares that you or any other of our shareholders hold. On the Distribution Date, our shareholders will receive 0.248418 of a share of HSTX Class A common stock for each share of Harris common stock that they owned as of 5:30 p.m. Eastern Time on the Record Date.
What are the tax consequences of the Distribution to Harris Shareholders?
We believe that the Distribution generally will be taxable to our shareholders for U.S. Federal income tax purposes. You should consult your own tax advisor to determine the particular consequences of the Distribution to you, including the applicability and effect of any U.S. Federal, state and local and foreign tax laws. We will provide our shareholders with information regarding the tax character of the distribution and their tax basis in HSTX shares. This information will be posted on this site, on or around May 29, 2009.
When will I receive the HSTX shares I am entitled to receive in the Distribution? Will I receive a stock certificate for those HSTX shares?
Record owners of Harris shares at the Record Date (5:30 p.m. Eastern Time on May 13, 2009) will receive their shares of HSTX Class A common stock on the Distribution Date (May 27, 2009) as uncertificated shares registered in book-entry form through the direct registration system and will receive a book-entry account statement reflecting their ownership of HSTX Class A common stock. For additional information, record shareholders are encouraged to contact our transfer agent, BNY Mellon Shareowner Services, by e mail at
shrrelations@bnymellon.com or by telephone at 1-888-261-6777 (for record shareholders in the U.S. and Canada) or at 1-201-680-6578 for record shareholders outside the U.S. and Canada. Physical stock certificates evidencing your shares of HSTX Class A common stock will only be issued to you if you request them from HSTX’s transfer agent.
What if I hold my shares through a broker, bank or other nominee?
Shareholders who hold their Harris shares on the Record Date through a broker, bank or other nominee will have their account credited with HSTX Class A common stock. For additional information, those shareholders should contact their broker, bank or other nominee directly. Questions regarding the Distribution also can be directed to our transfer agent at 1-888-261-6777 in the U.S. and Canada or 1-201-680-6578 from outside the U.S. and Canada.
If I have stock certificates reflecting my shares of Harris common stock? Should I send them to Harris or its transfer agent?
No. You should retain your Harris stock certificates and should not send them to us or our transfer agent.
If I was enrolled in a dividend reinvestment plan of Harris, will I automatically be enrolled in the HSTX dividend reinvestment plan?
No. HSTX does not currently pay dividends or have a dividend reinvestment plan.