Maybe this will help an understanding of the intended non dillutional affect of the 50 Million preferred:
ENDOCARE, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
( Does anyone think we will get a BEING IN prior record date deal??? Like the TK Warrant Setup 2 years ago? Maybe!)
ENDOCARE, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
IRVINE, Calif., March 22 /PRNewswire/ -- Endocare, Inc. (Nasdaq: ENDO)
announced today that its Board of Directors adopted a Stockholder
Rights Plan in which preferred stock purchase rights will be
distributed as a dividend at the rate of one Right for each share of
Common Stock held as of the close of business on April 15, 1999.
Each Right will entitle Stockholders to buy one one-thousandth of a
share of Series A Preferred Stock of the Company at an Exercise Price
of $25. The Rights are designed to guard against partial tender offers
and other abusive and coercive tactics that might be used in an attempt
to gain control of the Company or to deprive Stockholders of their
interest in the long-term value of the Company.
The Rights will be exercisable only if a person or group acquires 15%
or more of the Company's Common Stock (subject to certain exceptions
stated in the Plan) or announces a tender offer the consummation of
which would result in ownership by a person or group of 15% or more of
the Company's Common Stock. Each Right will entitle stockholders to
buy one one-thousandth of a share of a new series of junior
participating preferred stock at an exercise price of $25 upon certain
events.
If a person or group acquires 15% or more of the Company's outstanding
Common Stock (subject to certain exceptions stated in the Plan), or a
holder of 15% or more of the Company's Common Stock engages in certain
self-dealing transactions or a merger transaction in which the Company
is the surviving corporation and its Common Stock remains outstanding,
then each Right not owned by such person or certain related parties
will entitle its holder to purchase, at the Right's then-current
exercise price, units of the Company's Series A Preferred Stock (or, in
certain circumstances, Company Common Stock, cash, property or other
securities of the Company) having a market value equal to twice the
then-current exercise price. In addition, if, after the Rights become
exercisable, Endocare, Inc. is acquired in a merger or other business
combination transaction, or sells 50% or more of its assets or earnings
power, each Right will entitle its holder to purchase, at the Right's
then-current price, a number of the acquiring company's common shares
having a market value at the time of twice the Right's exercise price.
At any time on or prior to the close of business on the first date of a
public announcement that a person or group has acquired beneficial
ownership of 15% or more of the Company's Common Stock (subject to
certain exceptions stated in the Plan), the Rights are redeemable for
one cent per Right at the option of the Board of Directors.
The Rights are intended to enable all stockholders to realize the
long-term value of their investment in the Company. The Rights will
not prevent a takeover attempt, but should encourage anyone seeking to
acquire the Company to negotiate with the Board prior to attempting a
takeover.
The dividend distribution will be made on April 15, 1999 payable to
stockholders of record on that date. The Rights will expire on April
15, 2009. The initial distribution of Rights is not taxable to
stockholders.
Endocare (www.ecare.org) develops, manufactures, and markets an array
of innovative, temperature-based surgical devices and technologies,
including those used in targeted cryoablation for treatment of prostate
cancer. The Company is also developing innovative stent technologies
for prostate obstruction.
SOURCE Endocare, Inc.
-0- 03/22/99 /CONTACT: Paul W. Mikus,
Chairman and CEO, or William R. Hughes, Senior Vice President and CFO.
949-595-4770, of Endocare, Inc./
/Web site: ecare.org (ENDO)
CO: Endocare, Inc. ST: California IN: MTC SU: SRP
I posted my feelings about the possibilites here now that I repurchased over at a Canadian Thread here, i see verification almost shown with the market action, may the toxic be not with us, now.
Chuca
PS- URL:
Message 8441012
PPS- Speaking of Market Action, there is a cahnge that happened this AM at CSW as the MMs changed the spread DOWN from ask at $1.90 <definate on the ask, not the bid>to ( with a bid of 1.57 ? as I remember CN$) to a NO SPREAD 20 mins ago of $1.64 ) Interesting, I see no spreed sometimes and only SOMETIMES/ if it holds up with a penny spread durring market as I forcast - we are on track....from many 1,000s earlier in Inflazyme to a much smaller postion now- Thanks, Dr S ...just thanks. For Greed and Fear. Something is up. MMs want shares. |
