Selectica, Inc. (Nasdaq:SLTC) today announced that its board of
directors has amended the terms of the company’s preferred stock
purchase rights plan initially distributed to holders of its outstanding
common stock in 2003. The rights have been amended in order to protect
the interests of all stockholders by helping preserve the value of the
company’s net operating loss carryforwards and tax credits. The amended
rights plan is similar to shareholder rights plans adopted by several
other public companies with significant net operating loss
carryforwards. Existing stockholders will not be required to divest any
shares of the company’s common stock acquired before the amendment
becomes effective.
In addition to protecting the company’s net operating loss carryforwards
and tax credits, the amended rights plan is designed to assure that all
stockholders of the company receive fair and equal treatment in the
event of any proposed takeover of the company, to guard against two-tier
or partial tender offers, open market accumulations and other tactics
designed to gain control of the company without paying all stockholders
a fair price, and to enhance the board’s ability to negotiate with a
prospective acquirer.
The amendment was not adopted in response to any effort to acquire
control of Selectica. However, the rights plan may also have an
anti-takeover effect and will be an impediment to a proposed takeover
which is not approved by Selectica's board of directors.
The company also announced that its board of directors has formed an
independent director evaluation committee of the board to evaluate the
terms and provisions of the rights plan over the term of the plan, and
to make recommendations to the board with respect to the rights plan no
later than April 30, 2009.
Effect of the Amendment
Each right initially entitles stockholders to buy one one-thousandth of
a share of the Series A Junior Participating Preferred Stock of the
company, at an initial exercise price of $18.00, in the event the rights
become exercisable. As amended, the rights generally become exercisable
if a person or group becomes the beneficial owner of 4.99% or more of
the outstanding common stock of the company or announces a tender offer
for 4.99% or more of the outstanding common stock. Before the amendment,
the beneficial ownership percentage threshold to trigger the rights plan
was 15%.
Any person or group that owns 4.99% or more of Selectica’s outstanding
common stock as of November 17, 2008 will not trigger exercisability of
the rights, so long as they do not increase their beneficial ownership
of common stock by 0.5% or more thereafter, unless upon becoming the
beneficial owner of such additional common stock such person or group
would beneficially own 15% or more of Selectica’s outstanding stock or
would not beneficially own 4.99% or more of Selectica’s outstanding
stock. Additionally, any person or group who Selectica's board of
directors determines inadvertently exceeded the 4.99% threshold can
avoid the dilutive effect of the rights by promptly divesting shares of
Selectica’s common stock so as to reduce its interest below the
threshold level.
In the event that the rights become exercisable, each right will entitle
its holder to purchase, at the right’s exercise price, a number of
shares of common stock or equivalent securities having a market value at
that time of twice the right’s exercise price. Rights held by the
triggering person will become void and will not be exercisable to
purchase shares at the reduced purchase price.
The rights will expire on February 4, 2013, unless the rights are
earlier redeemed or exchanged in accordance with the rights plan or the
rights plan is earlier terminated by the company’s board of directors.
Additional information with respect to the rights plan, including the
amendment, will be contained in the Current Report on Form 8-K that the
company is filing with the Securities and Exchange Commission. A copy of
the Form 8-K can be obtained at the SEC’s Internet website at www.sec.gov.
About Selectica, Inc.
Selectica (Nasdaq:SLTC) provides its customers with software solutions
that automate the complexities of enterprise contract management and
sales configuration lifecycles. The company's high-performance solutions
underlie and unify critical business functions including sourcing,
procurement, governance, sales and revenue recognition. Selectica has
been providing innovative, enterprise-class solutions for the world's
largest companies for over 10 years and has generated substantial
savings for its customers. Selectica customers represent leaders in
manufacturing, technology, retail, healthcare and telecommunications,
including: ABB, Ace Hardware, Bell Canada, Cisco, Covad Communications,
General Electric, Hitachi, International Paper, Juniper Networks, Levi
Strauss & Co., Rockwell Automation, Tellabs, and 7-Eleven. Selectica is
headquartered in San Jose, CA. For more information, visit the company's
Web site at www.selectica.com.
"Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995
Certain statements in this release and elsewhere by Selectica are
forward-looking statements within the meaning of the federal securities
laws and the Private Securities Litigation Reform Act of 1995. Such
information includes, without limitation, business outlook, assessment
of market conditions, anticipated financial and operating results,
strategies, future plans, contingencies and contemplated transactions of
the Company. Such forward-looking statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors which may cause or contribute to actual
results of Company operations, or the performance or achievements of the
Company or industry results, to differ materially from those expressed,
or implied by the forward-looking statements. In addition to any such
risks, uncertainties and other factors discussed elsewhere herein,
risks, uncertainties and other factors that could cause or contribute to
actual results differing materially from those expressed or implied for
the forward-looking statements include, but are not limited to
fluctuations in demand for Selectica's products and services; changes to
economic growth in the U.S. economy; government policies and
regulations, including, but not limited to those affecting the Company's
industry; and risks related to the Company's past stock granting
policies and related restatement of financial statements. Selectica
undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise. Additional risk factors concerning the Company can be found
in the Company's most recent Form 10-KSB, and other reports filed by the
Company with the Securities and Exchange Commission.