NHC Communications Offers Voluntary Stock Option Exchange Program
MONTREAL, Sept. 26 /CNW/ - NHC Communications Inc. (TSE: NHC - news), a leading provider of carrier class test access and deployment solutions for the copper- based telecommunications and Internet access markets, today announced that its Board of Directors has approved a voluntary stock option exchange and repricing program to be offered to employees.
"I am very proud of how the entire NHC team has performed as we face a challenging economic environment," said Sylvain Abitbol, NHC's President and Chief Executive Officer. "Going forward, we recognize that our employees are the single most vital asset to the growth of our company. It is appropriate that we acknowledge their central role in our future success and provide incentives for them to share in the rewards of creating value," Mr. Abitbol continued.
The new program will offer eligible employees, subject to regulatory approval, the opportunity to either exchange their current outstanding stock options for new options or amend the terms of their existing options. Any new options will be granted under, and any amendments to existing options will be made pursuant to, the terms of NHC's stock option plan with an exercise price of $1.20, representing a premium of 50% over the September 21st, 2001 closing price of $0.80 for NHC's common shares, and with a new vesting schedule whereby 25% will vest immediately upon issue, and the balance will vest monthly on a prorated basis for twelve months. The vesting period of the current outstanding stock options bearing vesting periods based on performance criteria will remain the same. The new or amended options, as the case may be, will be exercisable for a period of five years from the date of grant.
The program also provides for one-time grants of up to 110,000 new stock options to employees as an incentive to complete corporate goals in the near term. These new grants, which collectively will total up to 110,000, will be made under the Company's existing stock option plan. The new options were granted on September 24, 2001 and will vest based solely on sales performance criteria to be achieved during the next twelve months. These new option grants will expire on September 23, 2002, providing a powerful incentive to drive corporate value over the next twelve months.
The grant of new replacement options provided to, or amendments to options held by, insiders of the Company will be subject to shareholder approval.
"We have been sensitive to shareholder concerns as we have formulated this program," said Ralph Benatar, NHC's Chief Financial Officer. "The new option terms will provide employees with the incentive to create value in the Company during the exercise period," Benatar continued.
PROGRAM DETAILS
Implementation of the program remains subject to regulatory approval, including by The Toronto Stock Exchange and the Commission des valeurs mobilières du Quebec. Eligible employees will receive full information as to how to participate in the program once regulatory approvals have been received. As of September 21st, 2001, 1,728,616 options to purchase common shares of NHC were issued and outstanding. 1,402,616 options are expected to be eligible for the program.
In order to be eligible for the program, employees must be employed on the future grant dates. The grant of new replacement options to and amendments to existing options held by any insiders of the company will be subject to shareholder approval.
ABOUT NHC COMMUNICATIONS INC.
NHC (www.nhc.com) is a leading provider of carrier class test access and deployment solutions for the copper-based telecommunications and Internet access markets and of innovative remotely controlled physical layer cross- connect solutions for established and next-generation voice/data networks. With a unique range of technologies, NHC is at the heart of today's corporate enterprise service market and the telecommunications industry. NHC maintains offices in Montreal, Quebec; Paris, France; and Manassas, Virginia. NHC's ControlPoint(TM) is an automated, true any-to-any copper cross-connect switch capable of performing the four fundamental functions at the heart of all operations performed by incumbent local exchange carriers, competitive local exchange carriers, and multiple-tenant units and multiple-dwelling units: loop qualification, deployment and provisioning, fallback switching and service migration of DSL, ISDN, E1/T1 and POTS. "ControlPoint(TM)" is a trademark of NHC Communications Inc.
Statements included here, which are not historical in nature, are forward- looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including without limitation, statements as to management's beliefs, strategies, plans, expectations or opinions in connection with the Company's performance, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate and may differ materially from actual future events or results. Readers are referred to the documents filed by NHC with the pertinent Canadian security exchange commissions, specifically the most recent Quarterly Reports, Annual Information Form, Annual Report and Material Change Reports, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including rapid technological change along with the need to continually develop new products; the Company's dependence on a dominant product line; competition; the Company's dependence on key employees; difficulties in managing the Company's growth; the Company's dependence upon certain customers and certain suppliers; the Company's dependence upon proprietary rights; risks of third party claims of infringement; and government regulation.
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