Qualix Group Adopts Stockholder Rights Plan.SAN MATEO San Mateo (săn mətā`ō), city (1990 pop. 85,486), San Mateo co., W Calif., on San Francisco Bay; inc. 1894. It is a commercial and retail center with some high-technology manufacturing. San Mateo, Spanish for St. , Calif.--(BUSINESS WIRE)--July 31, 1997--Qualix Group Inc. (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 :QLIX), today announced that its Board of Directors has adopted a Stockholders Rights Plan and declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of the company's common stock. "The purpose of the plan is to ensure that all Qualix shareholders receive fair and equal treatment in the event of any takeover of the company," said Bruce C. Felt, vice president, finance and chief financial officer. "The plan is designed to prevent attempts to gain control of the company without paying all stockholders the fair value of their shares." The Rights will generally not become exercisable and will continue to trade with the common stock unless a person or group acquires 15 percent or more of Qualix's common stock or announces a tender offer which, if consummated, would result in ownership of 15 percent or more of the company's common stock. Each Right will entitle stockholders to buy one-thousandth of a share of a new series of junior participating preferred stock Participating Preferred Stock A type of preferred stock that, under certain conditions, gives holders the right to receive earnings payouts over and above the specified dividend rate. at an exercise price of $60.00. If a person or group acquires 15 percent or more of the company's outstanding common stock, each Right will entitle Qualix stockholders (other than the acquiring person or group) to purchase a number of Qualix common shares having a market value of twice the exercise price. In addition, if the company is acquired in a merger or other business combination transaction after such a person or group has acquired 15 percent or more of Qualix's outstanding common stock, each Right will entitle its holder to purchase a number of the acquiring company's common shares having a market value of twice the exercise price. Following the acquisition by such a person or group of 15 percent or more of the company's common stock, the Board of Directors may exchange the Rights, excluding those owned by such a person or group, for one share of common stock per Right. The record date for distribution of the non-taxable dividends will be August 20, 1997. The Rights will expire on July 30, 2007. A copy of the Stockholder Rights Plan will be filed with the Securities and Exchange Commission and will be publicly available for inspection at Qualix's corporate headquarters. In addition, the Qualix Board of Directors amended 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 to allow special meetings of the company's stockholders to be called only by the board of directors or the president and to add a new bylaw by·law n. 1. A law or rule governing the internal affairs of an organization. 2. A secondary law. [Middle English bilawe, body of local regulations; akin to Danish provision requiring that stockholders give advance notice of any intent to propose new business or nominate directors for election at any meeting. Qualix Group Inc. is a leading provider of enterprise-wide high-availability solutions for both the UNIX UNIX Operating system for digital computers, developed by Ken Thompson of Bell Laboratories in 1969. It was initially designed for a single user (the name was a pun on the earlier operating system Multics). and Windows NT (Windows New Technology) A 32-bit operating system from Microsoft for Intel x86 CPUs. NT is the core technology in Windows 2000 and Windows XP (see Windows). Available in separate client and server versions, it includes built-in networking and preemptive multitasking. distributed computing environments. The company's reliability products have assured the availability of business-critical information at more than 10,000 installations, including many Fortune 1000 corporations. The company has 21 offices across North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. and distributes products to more than 30 countries. Additional information is available on the company's Web site at http://www.qualix.com . For more information on Qualix Group Inc. via fax at no cost, dial (800) PRO-INFO (908-544-2850 outside the U.S.), ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors QLIX. CONTACT: Qualix Group Inc. Bruce Felt, 415/638-4049 (CFO See Chief Financial Officer. ) or Financial Relations Board Ann Trunko, 415/986-1591 (general information) Nancy Hansen, 415/986-1591 (analysts) |
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