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Technology Stocks : The New QLogic (ANCR) -- Ignore unavailable to you. Want to Upgrade?

To: THOMAS GOODRICH who wrote (15623)	4/9/1998 6:49:00 PM
From: doc	Respond to of 29386

thomas, since no one answered your "poison pill" question, this is from the s-3 filed march 11. ANTI-TAKEOVER PROVISIONS Under the Company's Amended and Restated Articles of Incorporation, the Board of Directors may issue up to five million shares of preferred stock, $0.01 par value, on such terms, and with such rights, preferences and designations, as the Board of Directors may determine, without further shareholder action. The Board of Directors exercised this power to create and issue a series of 1,100 shares of Series A Convertible Preferred Stock in March 1996, to create and issue a series of 900 shares of Series B Convertible Preferred Stock in March 1997 and to create and issue a series of 1,100 shares of Series C Convertible Preferred Stock in February 1998. The rights of the holders of the Common Stock will be subject to, and may be adversely affected by, the rights of any holders of any preferred stock so issued. Furthermore, under the Company's Amended and Restated Articles of Incorporation, the Company's Board of Directors is classified and directors serve for staggered three-year terms. In addition to these provisions in its Amended and Restated Articles of Incorporation, the Company is subject to certain provisions of the Minnesota Business Corporation Act that limit the voting rights of shares acquired in certain acquisitions and restrict certain business combinations. The existence or issuance of "blank check" preferred stock, the existence of a staggered board and the effect of other anti-takeover provisions in the Company's charter documents or Minnesota law, individually or in the aggregate, may render more difficult or discourage any attempt to obtain control of the Company by means of a tender offer, merger, proxy contest or otherwise, which could deprive the Company's shareholders of opportunities to sell their shares of Common Stock at prices higher than prevailing market prices.