Aspen Technology Board Adopts Stockholder Rights Plan.CAMBRIDGE, Mass.--(BUSINESS WIRE)--Oct. 10, 1997--Aspen Technology, Inc.'s (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 :AZPN) Board of Directors yesterday approved a stockholder rights plan that is designed to help ensure that all of the Company's stockholders receive fair and equal treatment in the event of any proposal to acquire control of the Company. Chairman and Chief Executive Officer Lawrence B. Evans said that this action was not taken in response to any tender offer and that the Aspen aspen, in botany aspen: see willow. Aspen, city, United States Aspen (ăs`pən), city (1990 pop. 5,049), alt. 7,850 ft (2,390 m), seat of Pitkin co., S central Colo. Board is not aware of any current effort to acquire control of the Company. He further emphasized that the rights plan is not intended to prevent a takeover of the Company, nor will it. Stated simply, the rights plan strongly encourages potential acquirers to negotiate with the Board prior to attempting a takeover, and is designed to provide protection from a number of tactics that may be used to gain control of the Company without offering a fair price to all stockholders. Dr. Evans also noted that the Board felt this was a normal and prudent action to take, placing the Company among the majority of S&P 500 companies which have adopted similar plans. Under the rights plan, each Aspen Technology Aspen Technology (NASDAQ: AZPN) provides software and professional services to the manufacturing and process industries which allows companies to model, manage, and control their operations. AspenTech was founded in 1981 by MIT professor Dr. stockholder will receive a dividend of one nonvoting right for each share of the Company's common stock owned. Each right entitles the holder to purchase one one-hundredth (1/100) of a share of Series A Participating Cumulative Preferred Stock Cumulative preferred stock Preferred stock whose dividends accrue, should the issuer not make timely dividend payments. Related: Non-cumulative preferred stock. at a purchase price of $175.00 per share. Initially, the rights are attached to the Company's common shares, are not exercisable and do not represent any significant value to stockholders. If any person acquires 15% or more of Aspen Technology's common stock, 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: all holders (other than any holder of 15% or more of Aspen Technology's common stock) to purchase shares of the Company's 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. with a value of twice the purchase price. The Board may redeem the rights at $.01 per right at any time prior to the acquisition by a person or group of beneficial ownership of 15% or more of its common stock. The distribution of rights will be made in respect of each share of common stock outstanding on October 9, 1997, and, unless the Board of directors affirmatively af·fir·ma·tive adj. 1. Asserting that something is true or correct, as with the answer "yes": an affirmative reply. 2. determines otherwise, on each additional share of common stock issued after that date and prior to the date on which the rights become exercisable, as described above. In certain circumstances, rights may also be distributed with respect to shares issued after the date on which the rights become exercisable. The rights distribution will not dilute di·lute v. To reduce a solution or mixture in concentration, quality, strength, or purity, as by adding water. adj. Thinned or weakened by diluting. the stockholders' ownership of the Company. The rights will expire in October 2007, unless earlier redeemed by the Company. A summary of the terms of the rights plan is being mailed to all Aspen Technology stockholders. About AspenTech Aspen Technology, Inc., is a leading supplier of software and services for the analysis, design and automation of process manufacturing The manufacturing industry that uses process control systems. See process control. plants in industries such as chemical, petroleum, pharmaceuticals, electric power, pulp and paper, and metals. Process manufacturers use AspenTech's solutions to improve the way they design, operate and manage their plants. These solutions enable customers to reduce their raw material, energy and capital expenses, meet environmental and safety regulations, improve product quality and shorten the time required to get new production processes on stream. AspenTech employs more than 1,300 and is headquartered in Cambridge, Massachusetts This article is about the city of Cambridge in Massachusetts. For the English university town, see Cambridge, England. For other places, see Cambridge (disambiguation). Cambridge, Massachusetts is a city in the Greater Boston area of Massachusetts, United States. , with offices in 16 countries worldwide. CONTACT: Aspen Technology, Inc. Mary D. Palermo, (617) 949-1320 |
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