Electronic Clearing House, Inc. Adopts Amendment to Rights Agreement.CAMARILLO, Calif. -- Electronic Clearing House, Inc. (Nasdaq:ECHO), a leading provider of electronic payment and transaction processing Updating the appropriate database records as soon as a transaction (order, payment, etc.) is entered into the computer. It may also imply that confirmations are sent at the same time. Transaction processing systems are the backbone of an organization because they update constantly. services, today announced that its board of directors adopted an amendment to its amended and restated rights agreement. The purpose of the amendment was to, among other matters, adjust the purchase price of the Rights and Second Rights authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: and declared under the terms of the Amended and Restated Rights Agreement dated January 29, 2003 (the "Restatement Restatement A revision in a company's earlier financial statements. Notes: The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error. "), between ECHO and OTR OTR Over The Road (truckers) OTR Other OTR Old Time Radio OTR On The Road OTR Off the Record OTR Outer OTR Over The Rainbow OTR Office of Tax and Revenue OTR Over-The-Rhine , Inc., ECHO's transfer agent and the "Rights Agent" under the Restatement, so that each Right and Second Right (as defined in the Restatement) could represent a similar economic effect as was intended for such Right and Second Right on January 29, 2003, the date the Restatement was executed. The purpose of the Rights Agreement, as originally adopted in 1996, and as amended and restated by the Restatement in January 2003, was to protect ECHO stockholders in the event of an unsolicited attempt to acquire ECHO for an inadequate price and to protect against abusive practices that do not treat all ECHO stockholders equally, such as, among others, partial and two tier tender offers, coercive co·er·cive adj. Characterized by or inclined to coercion. co·er cive·ly adv. offers, and creeping stock accumulation programs, etc. The original Rights Agreement and the Restatement are intended to make the cost of such abusive practices prohibitive pro·hib·i·tive also pro·hib·i·to·ryadj. 1. Prohibiting; forbidding: took prohibitive measures. 2. and create an incentive for a potential acquirer to negotiate in good faith with the Board of Directors. The original Rights Agreement and the Restatement are not intended to prevent all unsolicited offerors from acquiring ECHO. The Restatement, as amended, provides that each Right and Second Right will initially 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 purchase fractional shares Fractional share Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs. fractional share Less than one share of stock, that is, one-third or one-half a share. of ECHO'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. (or shares of its common stock, if provision is made by the Board in accordance with the Restatement) for $2.00 per each Right and Second Right. However, the Rights and Second Rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events. Generally, if a person or group acquires, or announces a tender or exchange offer that would result in the acquisition of 20 percent or more of ECHO's common stock while the Restatement remains in place, then, unless the Rights and Second Rights are redeemed by ECHO for $0.001 per each Right and Second Right, the Rights and Second Rights will become exercisable by all rights holders, except the acquiring person or group, for shares of ECHO or shares of the third party acquirer having a value of eight times the Rights' and Second Rights' then-current exercise price. About Electronic Clearing House, Inc. (ECHO) Electronic Clearing House, Inc. provides a complete solution to the payment processing needs of merchants, banks and collection agencies. ECHO's services include debit and credit card processing, check guarantee, check verification, check conversion, check re-presentment, and check collection. For more information about ECHO, please visit www.echo-inc.com. |
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