CellStar adopts stockholder rights plan.CARROLLTON, Texas--(BUSINESS WIRE)--Dec. 30, 1996--CellStar Corp. (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 :CLST CLST Celestial ) (the "Company") today announced that its board of directors had adopted a Stockholder Rights Plan (the "Plan"). The Plan is designed to protect the company from unfair or coercive takeover attempts Noun 1. takeover attempt - an attempt to take control of a corporation bear hug - a takeover bid so attractive that the directors of the target company must approve it or risk shareholder protest and to prevent a potential acquirer from gaining control of the company without fairly compensating all of the company's stockholders. The Plan creates a dividend of one right for each outstanding share of the company's Common Stock. The rights are represented by and traded with the company's Common Stock. There are no separate certificates or market for the rights. The rights do not become exercisable or trade separately from the Common Stock unless one or both of the following conditions are met: a public announcement that a person has acquired 15% or more of the Common Stock of the company; or a tender or exchange offer is made for 15% or more of the Common Stock of the company. Should either of the aforementioned conditions be met and the rights become exercisable, each right will entitle the holder thereof to buy 1/1,000th of a share of the company's 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. at an exercise price of $80. Each share of the Series A Preferred Stock will essentially be the economic equivalent of one share of Common Stock. Under certain circumstances the rights entitle the holders to buy the company's stock at a 50% discount. In the event that (1) the company is the surviving corporation in a merger or other business combination with an entity that owns 15% or more of the company's outstanding stock; (2) any person shall acquire beneficial ownership of 15% of the company's outstanding stock; or (3) there is any type of recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. of the company that results in an increase by more than 1% the proportionate share of equity securities of the company owned by a person who owns 15% or more of the company's outstanding stock, each right holder will have the option to buy for the purchase price common stock of the company having a value equal to two times the purchase price of the right. Under certain circumstances the rights entitle the holders to buy shares of the acquirer's Common Stock at a 50% discount. In the event that, at any time after a person has acquired 15% or more of the company's Common Stock, (1) the company enters into a merger or other business combination transaction in which the company is not the surviving corporation; (2) the company is the surviving corporation in a transaction in which all or part of the common stock is exchanged for cash, property or securities of any other person; or (3) more than 50% of the assets, cash flow or earning power Earning power Earnings before interest and taxes (EBIT) divided by total assets. earning power 1. The earnings that an asset could produce under optimal conditions. For example, AT&T may currently be earning $2. of the company is sold, each right holder will have the option to buy for the purchase price stock of the acquiring company having a value equal to two times the purchase price of the right. The rights may be redeemed by the company for $0.001 per right at any time until 10 business days following the first public announcement of the acquisition of beneficial ownership of 15% of the company's common stock. The distribution of rights will be made to stockholders of record as of Jan. 9, 1997. A copy of the Stockholder Rights Plan containing all the provisions of the new rights will be filed with the Securities and Exchange Commission by Jan. 3, 1997. The company's Plan is similar to those adopted by many other companies. CellStar Corp. is an integrated wholesale distributor and retailer of cellular telephones and related products, with operations in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , the United Kingdom, Mexico, South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. , Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. , China, Singapore, Malaysia, Taiwan and the Philippines. The company wholesales a diverse line of cellular products to cellular carriers, distributors, agents, mass merchandisers and automotive dealers and retails such products to end users through approximately 15 stand-alone retail sales locations and 21 Communication Centers located in Sam's Clubs Sam's Club is a membership-only warehouse club owned and operated by Wal-Mart Stores, Inc. History The first Sam's Club opened in April 1983 in Midwest City, Oklahoma in the United States.[1] Sam's Club is named after Sam Walton. . The company is the largest independent non-carrier distributor of Motorola, Nokia, NEC (NEC Corporation, Tokyo, www.nec.com, www.necus.com) An electronics conglomerate known in the U.S. for its monitors. In Japan, it had the lion's share of the PC market until the late 1990s (see PC 98). NEC was founded in Tokyo in 1899 as Nippon Electric Company, Ltd. and Ericsson cellular telephones and accessories throughout the world. CONTACT: Media: Krista Grossman, 212/484-7760 Investor: Richard Gozia, 972/466-5018 |
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