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DIAGNOSTEK, INC. DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS

 ALBUQUERQUE, N.M., Dec. 31 /PRNewswire/ -- Diagnostek, Inc. (NYSE: DXK) announced today that the Board of Directors has declared a dividend distribution of one preferred share purchase right ("Right") for each outstanding share of the Company's Common Stock. Each Right will entitle stockholders to buy one one-hundredth of a share of Series A Junior Preferred Stock (a "Preferred Share Fraction") at an exercise price of $40. The Rights will be exercisable only if (i) a person or group acquires 20 percent or more of the Company's Common Stock (an "Acquiring Person") or commences an offer, the consummation of which would result in ownership by a person or group of 20 percent or more of the Common Stock or (ii) there is a determination that a person is an "Adverse Person," in that such person, alone or together with a group, has become the owner of a substantial amount of Common Stock (not less than 10 percent of the shares then outstanding) and (ii-a) such ownership is intended to cause the Company to repurchase the shares owned by such person or to cause pressure on the Company to take actions not in the best long-term interest of the Company and its stockholders or (ii-b) such ownership is likely to cause a material adverse impact on the business or prospects of the Company.
 In general, at any time until ten days following the date on which a person or group acquires 20 percent or more of the Company's Common Stock or the date on which a person has been determined to be an Adverse Person, the Company can redeem the Rights. The Rights are designed to assure that all of the Company's stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers and other abusive tactics to gain control of the Company without paying all stockholders a full and fair price. If any person or group becomes an Acquiring Person or a person is determined to be an Adverse Person, each Right will entitle its holder (other than an Acquiring Person or an Adverse Person) to purchase, at the Right's then-current exercise price, a number of the Company's Preferred Share Fractions or the acquiring company's common shares having a market value at the time of twice the Right's exercise price.
 Nunzio P. DeSantis, President of the Company, stated: "The Rights are intended to enable all stockholders to realize the long-term value of their investment in the Company. They do not prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover. Increasing the Board's ability to represent the interests of the Company's stockholders is particularly important at this time because we believe the stock price is significantly below the long-term value of the Company."
 The Rights are not being distributed in response to any specific effort to acquire control of the Company, and the Board is not currently aware of any such effort. The Plan is being adopted to enhance the Board's ability to protect your interests.
 The dividend distribution will be made on Jan. 18, 1993 payable to stockholders of record on that date. The Rights will expire on Dec. 30, 2002. The creation of the Rights should not be taxable to stockholders.
 Details of the Rights distribution are will be provided in a Letter to Stockholders and a Summary of Rights Agreement which will be mailed to all stockholders promptly after Jan. 18, 1993.
 Diagnostek, Inc. is a leading provider of comprehensive pharmacy services designed to contain the costs of dispensing pharmaceuticals. The Company dispenses prescription drugs by mail to beneficiaries of health benefit plans and provides contract pharmacy management services to hospitals, managed care providers and other institutions.
 -0- 12/31/92 R
 /CONTACT: Fredric Spar of Kekst and Company, 212-593-2655, for Diagnostek/
 (DXK)


CO: Diagnostek, Inc. ST: New Mexico IN: MTC SU:

SH -- NY031R -- 0997 12/31/92 16:05 EST
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Publication:PR Newswire
Date:Dec 31, 1992
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