Artisoft, Inc. adopts shareholder rights plan.TUCSON, Ariz.--(BUSINESS WIRE)--Dec. 7, 1994--Artisoft, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ASFT ASFT Airport Surface Friction Tester ) Wednesday announced that its Board of Directors has adopted a shareholder rights plan. William C. Keiper, President and Chief Executive Officer, stated, "The shareholder rights plan is intended to protect and maximize the value of shareholders interest in Artisoft. The shareholder rights plan will not and is not intended to prevent a takeover of the Company on terms that are fair to, and in the best interests of, all shareholders, but should encourage any entity seeking to acquire the Company to negotiate with the Board of Directors prior to attempting any takeover. "The shareholder rights plan is designed to assure that all Artisoft shareholders will receive fair and equal treatment in the event of any unsolicited un·so·lic·it·ed adj. Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions. unsolicited Adjective attempt to acquire the Company. The shareholder rights plan was not adopted in response to any known specific takeover proposal, and the Company is not aware of any current efforts to acquire Artisoft or its shares." The Rights will be distributed as a dividend at the rate of one Right for each share of common stock outstanding as of the close of business on Dec. 27, 1994. The Rights will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. ten years later on Dec. 26, 2004. Until or unless the occurrence of specified events, the rights will trade with the shares of the Company s common stock, and no certificates for the Rights will be sent to shareholders. The Rights will become exercisable and transferable apart from the common stock of the Company after a person or group acquires 15 percent (15%) or more of the Company s outstanding common stock or within ten days of commencing a public tender or exchange offer for 15 percent (15%) or more of the Company s outstanding common stock. Upon the occurrence of either such event, each Right will entitle en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: the holder (other than the acquiring party) to purchase shares of the common stock of the Company or, in certain circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or , such acquiring party at a 50% discount from market value. The Rights are generally redeemable Redeemable Eligible for redemption under the terms of an indenture. by the Company at $.001 per Right at any time prior to their becoming exercisable. Details of the shareholder rights plan will be included in a filing with the Securities and Exchange Commission, and the shareholder rights plan will be outlined in a summary to be mailed to all shareholders in the near future. Artisoft, Inc. is one of the world s leading suppliers of scalable, cost-effective networking solutions for small- and medium-sized businesses. The Company offers the award-winning LANtastic(R) network operating system An operating system that is designed for network use. Normally, it is a complete operating system with file, task and job management; however, with some earlier products, it was a separate component that ran under the OS; for example, LAN Server required OS/2, and LANtastic required DOS. as well as network management, backup and multiplatform connectivity systems. Under the combined Artisoft(R) and Eagle Technology(TM) brand names, the Company is also one of the world s leading providers of Ethernet adapters The Ethernet hardware required to attach to an Ethernet network. It typically resides on an expansion board, but is sometimes built into the motherboard. An Ethernet adapter is required in each client and server. See Ethernet and network adapter. . Artisoft maintains 10 international offices and distributes its connectivity products in over 90 countries. For more information about Artisoft, Inc. or its product line, contact Artisoft, Inc. at 2202 North Forbes Boulevard, Tucson, AZ 85745. Sales - (800) 233-5564. Corporate - (602) 670-7100. Fax - (602) 670-7101. CONTACT: Artisoft, Inc., Tucson
Dave Sentman, Vice President and CFO, 602/670-7160
Fax: 602/670-3114
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