Cost-U-Less Announces Proposed Corporate Governance Change and Quarterly Webcast Plans.BELLEVUE, Wash. -- Cost-U-Less, Inc. (the "Company") (Nasdaq:CULS CULS Capital University Law School (Columbus, Ohio) ) today reported that its Board of Directors (the "Board") has, as part of its ongoing review of the Company's corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. , approved certain actions it believes will improve corporate governance and shareholder communications. At its August 2, 2006, meeting, the Board approved a proposed amendment to the Company's articles of incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. to require, in place of existing two-thirds supermajority Supermajority A corporate amendment in a company's charter requiring a large majority (anywhere from 67%-90%) of shareholders to approve important changes, such as a merger. vote and "continuing director" approval requirements, only a simple majority vote of outstanding shares to approve business combinations, amendments to the Company's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an , and most amendments to the Company's articles of incorporation. The Board indicated its intention to place the proposed amendment to the articles of incorporation on the agenda for the Company's next annual meeting of shareholders, expected to be held in May of 2007, and to recommend that shareholders approve the amendment at that time. Under the Company's existing articles of incorporation, the affirmative vote of two-thirds of the outstanding shares will be required in order to approve the proposed amendment. The Company intends to engage a proxy solicitation firm to assist it in obtaining the required approval. In addition, the Board approved a new policy of holding quarterly webcasts following the release of its quarterly and annual financial results. The first of these webcasts is expected to be scheduled for November 2006, following the announcement of financial results for the third fiscal quarter. Further details on this webcast will be released at a later time. Cost-U-Less currently operates eleven stores in the Caribbean and Pacific region: U.S. Virgin Islands (2), Netherlands Antilles Netherlands Antilles, island group, an autonomous part of the Netherlands (2005 est. pop. 220,000), 371 sq mi (961 sq km), West Indies. Formerly known as the Dutch West Indies and Netherlands West Indies, they are divided into two groups. (2), Hawaiian Islands (2), California (1), Guam (2), American Samoa American Samoa, officially Territory of American Samoa, unincorporated territory of the United States (2000 pop. 57,291), comprising the eastern half of the Samoa island chain in the South Pacific. (1), and Republic of Fiji (1). The Company builds its business through delivering high-quality U.S. and local goods, progressive merchandising practices, sophisticated distribution capabilities, and superior customer service, primarily to island markets. Additional information about Cost-U-Less is available at www.costuless.com. This press release contains statements that are forward-looking. These statements are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions 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. Such statements, including the Company's plans to submit certain proposed articles amendments for shareholder approval, are based on the Company's present intentions but are subject to various risks and uncertainties that could cause actual results to differ materially from those anticipated, including the possibility that the Company's board of directors could determine not to submit any amendment to the Company's articles of incorporation for shareholder vote or to hold quarterly webcasts due to future conditions, strategic circumstances or material, non-public information; and the possibility that the Company may be unable to obtain the requisite two-thirds approval from its shareholders with respect to any amendment to the Company's articles of incorporation. Other risks and uncertainties affecting the Company's plans and expectations generally are also detailed in the Company's filings with the SEC. |
|
||||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion