Vitacost.com Adopts Stockholder Rights Plan
25 3월 2010 - 6:51AM
Business Wire
Vitacost.com, Inc. (Nasdaq: VITC), a leading online retailer and
direct marketer of health and wellness products, today announced
that its board of directors approved the adoption of a stockholder
rights plan. Under the rights plan, Vitacost.com’s board of
directors declared a dividend distribution of one preferred stock
purchase right for each outstanding share of common stock held by
stockholders of record as of the close of business on March 24,
2010.
The rights are intended to enable the board of directors to best
protect, under the totality of circumstances prevailing at this
time and for the foreseeable future, the Company and the best
interests of all holders of its common stock. The issuance of the
rights is not intended to prevent a sale of control of the company
that is determined by the board of directors to be fair, advisable
and in the best interests of the Company’s stockholders.
Each right will entitle the holder to purchase 1/1,000th of a
share of the Company’s newly created Series A Junior Participating
Preferred Stock, at an initial exercise price of $45.00 per
1/1,000th of a share (subject to adjustment). The rights will
become exercisable only if a person or group acquires 15% or more
of the Company’s outstanding common stock (subject to certain
exceptions), and thus becomes an “acquiring person” under the
rights plan, or announces or commences a tender or exchange offer
the consummation of which would result in ownership by a person or
group of 15% or more of the outstanding common stock.
If any person becomes an acquiring person, an acquiring person
engages in certain “self-dealing” transactions with the Company
specified in the rights plan (including if the Company is the
surviving corporation in a merger with an acquiring person and the
Company’s common stock is not changed or exchanged) or, while there
exists an acquiring person, an event occurs which results in the
acquiring person’s ownership interest in any class of securities of
the Company being increased by more than 1% (such as a reverse
stock split) (each of these events, a “flip-in” event), each right
will entitle its holder (other than such acquiring person or group
of affiliated or associated persons and certain transferees) to
receive, upon exercise of the right, a number of shares of the
Company’s common stock (or, in certain circumstances, cash,
property or other securities of the Company) equal to the exercise
price of the right divided by 50% of the current market price of
the common stock as of the date of the occurrence of the event.
In addition, after a person becomes an acquiring person, if the
Company is acquired in a merger or other business combination
transaction in which the Company’s common stock is exchanged or
converted or in which the Company is not the surviving corporation,
or sells 50% or more of its assets or earning power, each right
would entitle its holder (other than such acquiring person or group
of affiliated or associated persons and certain transferees) to
purchase, upon payment of the then current exercise price of the
rights, a number of shares of common stock of the acquiring person
equal to the exercise price of the rights divided by 50% of the
current market price of such common stock at the date of the
occurrence of the event.
At any time prior to the earlier of the first occurrence of a
“flip-in” event and the expiration of the Rights, the rights are
redeemable for $0.0001 per right at the option of the board.
Following the time that a person becomes an acquiring person and
prior to an acquisition of 50% or more of the Company’s common
stock, the board may, in its discretion, effect the mandatory
exchange of the rights (other than rights owned by the acquiring
person) at an exchange ratio of one share of common stock per
right.
If not previously exercised, redeemed or exchanged, the rights
will expire on the earlier of (i) the close of business on March
24, 2015 or (ii) the thirtieth (30th) day following the Company’s
2012 annual meeting, if the approval of the Company’s stockholders
does not occur at such meeting. Until the rights become
exercisable, outstanding common stock certificates, together with a
summary of the rights, will evidence the rights.
The adoption of the rights plan and the distribution of the
rights is not dilutive, does not affect reported earnings per share
or the Company’s financial results, and is not taxable to holders
of the Company’s common stock. A copy of the complete rights plan
will be included with the appropriate filings with the Securities
and Exchange Commission.
About Vitacost.com
Vitacost.com, Inc. (Symbol: VITC) is a leading online retailer
and direct marketer of health and wellness products, including
dietary supplements such as vitamins, minerals, herbs or other
botanicals, amino acids and metabolites, as well as cosmetics,
organic body and personal care products, sports nutrition and
health foods. Vitacost.com, Inc. sells these products directly to
consumers through its website, www.vitacost.com, as well as through
its catalogs. Vitacost.com, Inc. strives to offer its customers the
broadest product selection supported by current scientific and
medical research at the best value, while providing superior
customer service and timely and accurate delivery.
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