For a further discussion of the Bentley Control Group, see the section titled Management Controlled Company.See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sales prices of our Class B common stock as reported on the Nasdaq Global Select Market on November 9, 2020. Earthquake 3D Enhanced Edition Torrent Registration Statement FiledThe securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. We will not receive any of the proceeds from the sale of our Class B common stock being sold by the selling stockholders. On November 6, 2020, the closing price of our Class B common stock as reported on The Nasdaq Global Select Market was 36.93 per share. ![]() Each share of our Class B common stock is entitled to one vote per share. Each share of our Class A common stock is entitled to 29 votes per share and is convertible at any time into one share of our Class B common stock. Our Class A common stock will automatically convert into our Class B common stock upon certain transfers. The beneficial owners of our Class A common stock consist primarily of the Bentleys (as defined herein). Following the completion of this offering, the holders of our Class A common stock will hold approximately 56.6 of the voting power of our outstanding capital stock and the Bentley Control Group (as defined herein) will hold or have the ability to control approximately 66.4 of the voting power of our outstanding capital stock. As a result, we will continue to be a controlled company within the meaning of the Nasdaq Listing Rules and Nasdaq corporate governance standards. This ownership means that, for the foreseeable future, holders of our Class B common stock will not have a meaningful voice in our corporate affairs and that the control of our company will be concentrated with the Bentley Control Group. For additional information, see the sections titled Risk Factors Risks Related to the Offering and Management Controlled Company. See the section titled Underwriting (Conflicts of Interest). Earthquake 3D Enhanced Edition Torrent Free Writing ProspectusNeither we, the selling stockholders nor the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class B common stock. Our business, financial condition, results of operations, and prospects may have changed since such date. You are required to inform yourselves about, and to observe any restrictions relating to, the offering of the shares of Class B common stock and the distribution of this prospectus outside of the United States. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. References to the Bentley Control Group refer to the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our Class A common stock in respect of.
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