InFocus Amends its Bylaws and Announces Adoption of Short-Term Shareholder Rights Plan
08 Janvier 2009 - 12:39AM
Business Wire
InFocus� Corporation (NASDAQ:INFS) today announced that its Board
of Directors has adopted an amendment to its Bylaws and adopted a
limited duration Shareholder Rights Plan. InFocus announced on
December 10, 2008 that it has engaged investment banking firm
Thomas Weisel Partners LLC to provide the Company with advisory
services related to an evaluation of the Company�s strategic
alternatives. The Company�s Bylaws were amended to state that the
provisions of the Oregon Control Share Act will not be applicable
to acquisitions of the Company�s voting shares. The Oregon Control
Share Act is an anti-takeover statute that provides for the
forfeiture of voting rights by certain acquirers of the Company�s
voting stock. The statute includes provisions that, in the judgment
of the Board, could interfere with the orderly conduct of the
strategic process. Under the Shareholder Rights Plan, one right
will be distributed for each share of InFocus common stock
outstanding as of the close of business on January 18, 2009.
Effective today, if any person or group acquires 15 percent or more
of the voting power of the Company's outstanding common stock
without the approval of the Board of Directors, there would be a
triggering event causing significant dilution in the voting power
of such person or group. The Plan may be terminated by the Board at
any time. "The amendment to our Bylaws and the adoption of a
Shareholder Rights Plan will help ensure that the previously
appointed independent committee of our Board of Directors is able
to conduct its review of strategic alternatives without the threat
of coercive takeover or control tactics that do not offer
shareholders a fair premium," said Bob O�Malley, President and
Chief Executive Officer of InFocus Corporation. �Neither the Plan,
nor the amendment to our Bylaws is intended to prevent an offer
that the Board concludes is in the best interest of InFocus and its
shareholders.� The Plan will continue in effect until January 7,
2012, unless earlier terminated or redeemed by InFocus Corporation.
The Board of Directors has also resolved to submit the continuation
of the Plan to a shareholder vote within the next 12 months.
Complete copies of the Plan and Bylaw amendment will be included in
a Form 8-K to be filed by InFocus Corporation with the Securities
and Exchange Commission; this filing will contain additional
information regarding the terms and conditions of the Plan. In
addition, shareholders of record of InFocus as of January 18, 2009,
will be mailed a detailed summary of the Plan. About InFocus
Corporation InFocus is the industry pioneer and a global leader in
the digital projection market. The company�s digital projectors
make bright ideas brilliant everywhere people gather to communicate
and be entertained � in meetings, presentations, classrooms and
living rooms around the world. Backed by more than 20 years of
experience and innovation in digital projections, and over 150
patents, InFocus is dedicated to setting the industry standard for
large format visual display. The company is based in Wilsonville,
Oregon with operations in North America, Europe and Asia. InFocus
is listed on NASDAQ under the symbol INFS. For more information,
visit the company�s website at www.infocus.com. Forward Looking
Statements This press release contains forward looking statements,
including statements concerning the Company�s strategic
alternatives process. Investors are cautioned that all
forward-looking statements involve risks and uncertainties and
several factors could cause actual results to differ materially
from those in the forward-looking statements. A more complete
listing of the risk factors that could cause actual results to
differ from these forward looking statements can be found in the
company�s periodic reports on Form 10Q and 10K. The forward-looking
statements contained in this press release speak only as of the
date which they are made and the company does not undertake any
obligation to update any forward looking statements to reflect
events or circumstances after the date of this press release.
Infocus (NASDAQ:INFS)
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