To: The ChrisMeister who wrote (1650 ) 9/22/1998 9:47:00 AM From: The ChrisMeister Respond to of 1775
09/21 17:53 Premisys Adopts Stockholder Rights Plan <PRMS.O> Premisys Adopts Stockholder Rights Plan FREMONT, Calif., Sept. 21 /PRNewswire/ -- Premisys Communications, Inc. (Nasdaq: PRMS) today announced that its board of directors has adopted a stockholder rights plan designed to protect the long-term value of the company for its stockholders during any future unsolicited acquisition attempt. The plan is designed to give Premisys' board of directors sufficient time to study and respond to an unsolicited tender offer or other attempted acquisition. Adoption of the plan was not made in response to any specific attempt to acquire Premisys or its shares, and Premisys is not aware of any current efforts to do so. In connection with the plan, the board declared a dividend of one preferred share purchase right for each share of the company's common stock outstanding on October 5, 1998 (the "Record Date") and further directed the issuance of one such right with respect to each share of the company's common stock that is issued after the Record Date, except in certain circumstances. The rights will expire on September 18, 2008. The rights are initially attached to the company's common stock and will not trade separately. If a person or a group acquires 20 percent or more of the company's common stock (an "Acquiring Person"), or announces an intention to make a tender offer for the company's common stock the consummation of which would result in a person or group becoming an Acquiring Person, then the rights will be distributed (the "Distribution Date") and will thereafter trade separately from the common stock. Upon the Distribution Date, each right may be exercised for 1/100th of a share of a newly designated Series A Junior Participating Preferred Stock at an exercise price of $80.00. The preferred stock has been structured so that the value of 1/100th of a share of such preferred stock will approximate the value of one share of common stock. Upon a person becoming an Acquiring Person, holders of the rights (other than the Acquiring Person) will have the right to acquire shares of the company's common stock at a substantially discounted price, in lieu of the preferred stock. Additionally, if after the Distribution Date, the company is acquired in a merger or other business combination, or 50 percent or more of its assets are sold in a transaction with an Acquiring Person, the holders of rights (other than the Acquiring Person) will have the right to receive shares of common stock of the acquiring corporation at a substantially discounted price. After a person has become an Acquiring Person, the company's board of directors may, at its option, require the exchange of outstanding rights (other than those held by the Acquiring Person) for common stock at an exchange ratio of one share of the company's common stock per right. The board also has the right to redeem outstanding rights at any time prior to the Distribution Date (or later in certain circumstances) at a price of $0.001 per right. The terms of the rights, including the period to redeem the rights, may be amended by the board in certain circumstances. In connection with the adoption of its stockholder rights plan, the Board of Directors also amended two provisions of the company's bylaws. Special meetings of the company's stockholders may now only be called by the Chairman of the Board, the Chief Executive Officer, the President or by a majority of the Board of Directors. Additionally, vacancies on the Board of Directors may now be filled until the next annual meeting of stockholders only by majority vote of the directors then in office. About Premisys Premisys Communications, Inc. designs, manufactures and markets integrated access products for telecommunications service providers. Premisys pioneered the integrated access equipment market with the introduction of the Integrated Multiple Access Communications Server ("IMACS") products in December 1991. The IMACS products are designed to enable public carriers to provide their business customers with flexible, cost-effective and reliable access to telecommunications services. Premisys' principal offices are located at 48664 Milmont Drive, Fremont, California 94538, its telephone number is 510-353-7600 and its world wide web address is premisys.com. SOURCE Premysis Communications, Inc. -0- 09/21/98 /CONTACT: Joyce Chowla of Premisys Communications, Inc., 510-353-2768/ /Web site: premisys.com -- SFM020 -- 6489 09/21/98 17:33 EDT prnewswire.com Copyright PR Newswire 1998. All rights reserved.