Crossroads Systems Adopts Stockholder Rights Plan.Business Editors and High-Tech Writers AUSTIN, Texas--(BUSINESS WIRE)--Aug. 21, 2002 Crossroads Systems Inc. (Nasdaq:CRDS CRDS Contribution pour Le Remboursement de la Dette Sociale (French: Social Debt Repayment Contribution) CRDS Cavity Ring-Down Spectroscopy CRDS Community Rehabilitation and Disability Studies ), a global provider of connectivity for storage networking solutions, today announced that its board of directors adopted a Stockholder Rights Plan in which 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. purchase rights will be distributed as a dividend at the rate of one Right for each share of common stock of the Company held by stockholders of record as of the close of business on Sept. 3, 2002. The Rights Plan is designed to deter coercive co·er·cive adj. Characterized by or inclined to coercion. co·er  cive·ly adv. takeover tactics
including the accumulation of shares in the open market or through
private transactions and to prevent an acquiror from gaining control of
the Company without offering a fair price to all of the Company's
stockholders. The Rights will expire on Sept. 3, 2012.
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: stockholders to buy one unit of a share of preferred stock for $12.00. The Rights generally will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company's common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15% or more of the Company's common stock. If any person becomes the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of 15% or more of the Company's common stock, other than pursuant to a tender or exchange offer for all the outstanding shares of the Company approved by the Company's board of directors, then each Right not owned by a 15%-or-more stockholder or related parties will entitle its holder to purchase, at the Right's then current exercise price, shares of the Company's common stock (or, in certain circumstances as determined by the board, cash, other property, or other securities) having a value of twice the Right's then current exercise price. In addition, after any person has become a 15%-or-more stockholder, if the Company is involved in a merger or other business combination transaction with another person in which the Company does not survive or in which its common stock is changed or exchanged, or sells 50% or more of its assets 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. to another person, each Right will entitle each holder, other than any person who has become a 15%-or-more stockholder, to purchase, at the Right's then current exercise price, shares of common stock of such other person having a value of twice the Right's then current exercise price. The Company will generally be entitled to redeem the Rights at $0.01 per Right at any time until 10 days (subject to extension) after a public announcement that a 15% position in the Company's common stock has been acquired. The Rights are intended to enable all stockholders to realize the long-term value of their investment in the Company. The Rights will not prevent a takeover attempt 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 , but should encourage anyone seeking to acquire the Company to negotiate with the board prior to attempting to takeover. Details of the Stockholder Rights Plan are outlined in a letter that will be mailed to all stockholders, and a copy of the Stockholder Rights Plan will be filed with the Securities and Exchange Commission (www.sec.gov) as an exhibit to a Current Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. . A copy of the Stockholder Rights Plan also is available upon written request to the Company: Crossroads Systems Inc., 8300 N. MoPac Expressway, Austin, Texas, 78759, attn: Investor Relations Investor relations The process by which the corporation communicates with its investors. . About Crossroads Systems Inc. With headquarters in Austin, Texas, Crossroads Systems (Nasdaq:CRDS) is a leading global provider for storage networking solutions. Crossroads' products are in solutions from leading companies such as Fujitsu-Siemens, Hewlett-Packard (which includes Compaq) and StorageTek, and are distributed through partners such as ARROW, Datalink and Tidal Wire. Crossroads is a voting member of the Storage Networking Industry Association An association of producers and consumers of storage networking products, whose goal is to further storage networking technology and applications. The Storage Networking Industry Association, or SNIA (SNIA (Storage Networking Industry Association, San Francisco, CA, www.snia.org) An organization devoted to the advancement of mission critical storage systems. Founded in 1997, its goal is to determine the standards that must be developed to allow hosts and storage systems to interact via ). For more information about Crossroads Systems, please visit www.crossroads.com or call 800/643-7148. |
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