Optical Communication Products, Inc. Announces Officers' Adoption of Securities Trading Plan Under SEC Rule 10b5-1
01 Marzo 2006 - 7:31PM
Business Wire
Optical Communication Products, Inc. (Nasdaq:OCPI), a manufacturer
of fiber optic subsystems and modules for metropolitan area, local
area and storage area networks, today announced that Muoi Van Tran,
the Company's Chairman, Chief Executive Officer and President,
Mohammad Ghorbanali, the Company's Chief Operating Officer and Vice
President of Technical Operations, and Susie L. Nemeti, the
Company's Chief Financial Officer, Secretary and Vice President of
Finance and Administration, in accordance with the Company's
insider trading policy and Securities and Exchange Commission Rule
10b5-1, have each established separate written plans to provide for
pre-determined sales of a portion of their holdings of the
Company's Class A common stock, subject to certain price
restrictions and other contingencies. Under the plans, each of
which will extend until February 29, 2008, Dr. Tran intends to sell
up to a maximum of 4 million shares, which represents approximately
24% of his current holdings of the Company's Class A common stock
and options to purchase Class A common stock; Mr. Ghorbanali
intends to sell up to a maximum of 2 million shares, which
represents approximately 19% of his holdings of the Company's Class
A common stock and options to purchase Class A common stock; and
Ms. Nemeti intends to sell up to a maximum of 500,000 shares, which
represents approximately 12% of her holdings of the Company's Class
A common stock and options to purchase Class A common stock. The
plans may be amended or terminated prior to their expiration dates.
Rule 10b5-1 permits implementation of a written plan for stock
selling at times when insiders are not in possession of material
non-public information and allows them to sell shares on a regular
basis, regardless of any subsequent material non-public information
they receive or the price of the stock at the time of the sale. The
officers indicated that they adopted the plans as part of a
long-term, personal financial strategy for asset diversification
and liquidity as a substantial portion of each of their personal
net worth being in common stock and options of the Company. They
also indicated they were adopting the plans to minimize the market
effect of such sales by spreading them over a more extended period
of time than the traditional trading "window" and to avoid concerns
about initiating stock transactions while possibly in possession of
material non-public information. Transactions made under the plans
will be disclosed publicly through Form 4 filings made with the
Securities and Exchange Commission. In addition, transactions will
be subject to the restrictions mandated by Rule 144 of the
Securities Act of 1933, as amended. About OCP OCP designs,
manufactures and sells a comprehensive line of high performance,
highly reliable fiber optic subsystems and modules for metropolitan
area, local area and storage area networks. OCP's subsystems and
modules include optical transmitters, receivers, transceivers and
transponders that convert electronic signals into optical signals
and back to electronic signals, enabling high-speed communication
of voice and data traffic over public and private fiber optic
networks. For more information visit OCP's web site at
www.ocp-inc.com. OCP was founded in 1991 and has its headquarters
in Woodland Hills, California. The Furukawa Electric Co. Ltd.,
based in Tokyo, beneficially owns 58.4% of OCP's outstanding
capital stock as of December 31, 2005. Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995: This release
contains forward-looking statements that involve risks and
uncertainties. Actual results may differ materially from the
results predicted. Important factors which could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements include those detailed under "Risk
Factors" and elsewhere in filings with the Securities and Exchange
Commission made from time to time by OCP, including its periodic
filings on Forms 10-K, 10-Q and 8-K. Other factors that could cause
our actual results to differ materially from those expressed or
implied in the forward-looking statements include the risks that
the market downturn in the fiber optic communications market will
last longer than anticipated, our customers are unable to reduce
their inventory levels in the near-term, and we are unable to
diversify and increase our customer base. On September 29, 2003,
OCP announced that a special committee of its board of directors is
evaluating strategic alternatives to enhance shareholder value and
liquidity and that the special committee had retained Bear, Stearns
& Co. Inc., which is advising the committee in evaluating
strategic alternatives, including a special dividend, share
repurchases, strategic merger or sale of the Company. Other factors
that could cause OCP's actual results to differ materially from
those expressed or implied in the forward-looking statements
include the risk that none of the strategic alternatives being
evaluated will be implemented by OCP. OCP undertakes no obligation
to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
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