Under the Rights Agreement, stockholders of record at the close of business on October 1, 2013, will receive one share purchase right for each share of the company’s common stock held on that date. The rights, which will initially trade with the common stock and represent the right to purchase one one-thousandth of a share of a new series of preferred stock, become exercisable when a person or group acquires 4.99% or more of the company’s common stock without prior board approval. In that event, the rights permit the company’s other stockholders to purchase common stock at a significant discount, resulting in dilution of the ownership interest of such person or group. The Rights Agreement also contains redemption and exchange provisions typical for such agreements.
The rights will expire on the earliest of (i) September 17, 2016, (ii) the time at which the rights are redeemed, (iii) the time at which the rights are exchanged, (iv) the repeal of Section 382 or any successor statute, or any other change if the company’s board determines that the Rights Agreement is no longer necessary for the preservation of tax benefits, (v) the beginning of a taxable year of the company to which the board determines that no tax benefits may be carried forward, or (vi) a determination by the board that the Rights Agreement and the rights are no longer in the best interests of the company and its stockholders.
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