JPS Industries, Inc. Adopts Stockholder Rights Plan
02 Mayo 2005 - 5:19PM
PR Newswire (US)
JPS Industries, Inc. Adopts Stockholder Rights Plan GREENVILLE,
S.C., May 2 /PRNewswire-FirstCall/ -- JPS Industries, Inc. (Pink
Sheets: JPST) announced today that its Board of Directors has
adopted a share purchase rights plan. This action was taken after
careful study and was not taken in response to any pending takeover
bid for the Company. The primary purpose of the plan is to preserve
the Company's existing and projected net operating losses, or
"NOLs," for tax purposes. Under the Internal Revenue Code and rules
promulgated by the Internal Revenue Service, the Company can carry
forward these NOLs in certain circumstances to offset current and
future earnings, and thus reduce its federal income tax liability
(subject to certain requirements and restrictions). The Company
believes that it will be able to carry forward a substantial
portion of its NOLs and that these NOLs, therefore, constitute a
substantial asset of the Company. The Company's future use of these
NOLs could be substantially limited or lost altogether, however, in
the event of an "ownership change," as defined under Section 382 of
the Internal Revenue Code. In general, the Code says that a company
experiences an ownership change if holders of at least 5% of the
outstanding common shares, or "5% holders," increase their
aggregate ownership interest in the company over a three-year
testing period by more than 50%, measured in terms of the market
value of the company's capital stock. The plan is designed to
reduce the likelihood of an ownership change under the Code, by
discouraging any person or group from acquiring enough shares to
constitute 5% or more of the outstanding shares of common stock of
the Company. The plan also discourages preexisting 5% holders of
common stock from acquiring additional shares representing more
than an additional 1%. In addition, our Board may exempt any person
or group that owns more than 5% but less than 15% of our common
stock if the Board determines that the person or group's ownership
will not endanger the availability of our NOLs. After giving
careful consideration to the Company's NOLs and past transactions
in the Company's common stock, the Board of Directors concluded
that, because the plan would serve to protect the NOLs, which, in
turn, would protect stockholder value, the plan would be in the
best interests of the Company and its stockholders. Under the plan,
the rights will initially trade together with the Company's common
shares and will not be exercisable. In the absence of further
action by the Board of Directors, the rights issued under the plan
generally will become exercisable and allow the holder to acquire
the Company's common shares at a discounted price if a person or
group acquires 5% or more of the Company's outstanding common
shares, or if a preexisting 5% holder increases its holdings by
more than 1% (subject to downward adjustment by the Board if deemed
necessary to protect the NOLs). Rights held by non- exempt persons
who exceed the 5% threshold will be void. Under certain
circumstances, the rights will entitle the holder to buy shares in
an acquiring entity at a discounted price. The plan also includes
an exchange option. In general, after the rights become
exercisable, the Board of Directors may, at its option, effect an
exchange of part or all of the rights (other than rights that have
become void) for common shares. Under this option, the Company
would issue one share of common share for each right, subject to
adjustment in certain circumstances. The Company's Board of
Directors may, at its option, redeem all rights for $0.01 per
right, generally at any time prior to the rights becoming
exercisable. The rights will expire on May 10, 2015, unless earlier
redeemed, exchanged, or amended by the Directors. The issuance of
the rights is not a taxable event, will not affect the Company's
reported financial condition or results of operations (including
earnings per share), should not interfere with the Company's
operating, financing, or investing activities, and will not change
the way in which the Company's common shares are currently traded.
JPS Industries, Inc. is a major U.S. manufacturer of extruded
urethanes, polypropylenes and mechanically formed glass substrates
for specialty industrial applications. JPS specialty industrial
products are used in a wide range of applications, including:
printed electronic circuit boards; advanced composite materials;
aerospace components; filtration and insulation products; surf
boards; construction substrates; high performance glass laminates
for security and transportation applications; plasma display
screens; athletic shoes; commercial and institutional roofing;
reservoir covers; and medical, automotive and industrial
components. Headquartered in Greenville, South Carolina, the
Company operates manufacturing locations in Slater, South Carolina;
Westfield, North Carolina; and Easthampton, Massachusetts. CONTACT:
Charles R. Tutterow Executive Vice President and Chief Financial
Officer 864/239-3915 DATASOURCE: JPS Industries, Inc. CONTACT:
Charles R. Tutterow, Executive Vice President and Chief Financial
Officer of JPS Industries, Inc., +1-864-239-3915
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