4Kids Entertainment Announces Shareholder Rights Plan and Amendments to its By-laws and Equity Incentive Plans.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- 4Kids Entertainment, Inc. (NYSE NYSE See: New York Stock Exchange : KDE (K Desktop Environment) A GUI-based user interface primarily for Unix and Linux machines, but also available for Windows and Mac. The source code is freely distributed and is maintained by developers around the world. ) (the "Company") announced today that its Board of Directors adopted a shareholder rights plan. The plan is similar to "poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. " type plans adopted by many other public companies. In order to implement the shareholder rights plan, 4Kids Entertainment amended its Certificate of Incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. to designate the relative rights, preferences and limitations of the new Series A Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , shares of which are issuable upon exercise of the rights. Under the shareholder rights plan, a dividend of one Preferred Stock Purchase Right is being declared for each share of common stock outstanding at the close of business on August 27, 2007. No separate certificates evidencing the Rights will be issued unless and until they become exercisable. The Rights generally will not become exercisable until a person or group acquires 15% or more of 4Kids Entertainment's common stock in a transaction that is not approved in advance by the Company's Board of Directors. In that event, each Right will entitle the holder, other than the unapproved un·ap·proved adj. Not approved or sanctioned: an unapproved vaccine; an unapproved protest march. acquirer and its affiliates, to buy common stock of the Company at 50% of its market value for the Right's then current exercise price (initially $55, subject to adjustment). The Company's Board of Directors may redeem the Rights for a nominal amount at any time prior to an event that causes the Rights to become exercisable. The Rights will expire on August 14, 2017, if not earlier redeemed, exchanged, extended or terminated by 4Kids Entertainment pursuant to the terms of the rights plan. In addition to adopting the shareholder rights plan, the Board of Directors also amended and restated the By-laws of 4Kids Entertainment to: (i) revoke the power of shareholders holding a majority of outstanding voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. to call special meetings of the shareholders, (ii) revoke the power of shareholders to remove directors without cause, (iii) revoke the power of shareholders to fill vacancies in the Board of Directors and (iv) increase the maximum authorized number of directors to nine. 4Kids Entertainment also adopted amendments to its employee stock option plans and other equity incentive plans to provide that upon a change of control of the Company, all awards granted under the plans immediately vest. Al Kahn, Chairman and Chief Executive Officer of 4Kids Entertainment, commented, "After long deliberation, the Board adopted these measures to bring 4Kids Entertainment more closely in line with many other publicly traded companies publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. . The shareholder rights plan should provide the Board with additional tools to protect and maximize shareholder value." About 4Kids Entertainment Headquartered in New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. with international offices in London, 4Kids Entertainment, Inc. (NYSE: KDE) is a global provider of children's entertainment and merchandise licensing. 4Kids, through its wholly owned subsidiaries, provides domestic and international merchandise licensing; product development; television, film, music and home video production and distribution; and Web site development. For further information, please visit the Company's Web sites at www.4KidsEntertainment.com and www.4Kids.TV. The information contained in this press release, other than historical information, consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors beyond the Company's control, including general economic conditions, consumer spending levels, competition from toy companies, motion picture studios and other licensing companies, the uncertainty of public response to the Company's properties and other factors could cause actual results to differ materially from the Company's expectations. |
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