iParty Corp. Adopts New Shareholder Rights Agreement
October 11 2011 - 9:00AM
Business Wire
iParty Corp. (NYSE Amex: IPT - news), a leading party goods
retailer, today announced that its Board of Directors adopted a new
shareholder rights agreement that will take effect when the current
plan, adopted in 2001, expires on November 9, 2011. The new plan is
similar in rights as to the current plan. In connection with the
adoption of the rights agreement, the Board declared a dividend of
one right on each outstanding share of iParty common stock and each
share of outstanding preferred stock on an as converted basis to
holders of record at the close of business on November 9, 2011.
As with the current plan, the rights under the new plan are
designed to enable all iParty shareholders to realize the full
long-term value of their investment and to provide for fair and
equal treatment of all shareholders if an unsolicited attempt is
made to acquire iParty and are intended to help protect
shareholders against abusive takeover tactics that may be used to
gain control of the company without paying a price that is in the
best interest of all shareholders. The rights agreement was not
adopted in response to any known offers for iParty.
The rights will be exercisable only if a person or group
acquires 10% or more of iParty’s voting stock or announces a tender
offer, consummation of which would result in ownership by a person
or group of 15% or more of the voting stock, subject to certain
exceptions. Each right will initially entitle shareholders to buy
one one-hundredth of a share of a new series of preferred stock at
an initial exercise price of $2.00 per one one-hundredth of a
share, subject to adjustment. In addition, upon the occurrence of
certain events, holders of the rights will be entitled to purchase
either iParty Corp. stock or shares in an "acquiring entity" at
half of market value.
iParty’s Board of Directors may redeem the rights for $0.001 per
right at any time before the rights become exercisable. Unless the
rights are redeemed or terminated earlier, they will expire on
November 9, 2021.
Additional details regarding the rights agreement are contained
in a Form 8-K to be filed by iParty with the Securities and
Exchange Commission.
About iParty Corp.
Headquartered in Dedham, Massachusetts, iParty Corp. is a party
goods retailer that operates 53 iParty retail stores in New England
and Florida and an Internet site (www.iparty.com) for costume and
related goods and party planning. iParty’s aim is to make throwing
a successful event both stress-free and fun. With an extensive
assortment of party supplies and costumes in our stores and
available at our online store, iParty offers consumers a
sophisticated, yet fun and easy-to-use, resource to help them
customize any party, including birthday bashes, Easter
get-togethers, graduation parties, summer barbecues and, of course,
Halloween. In addition to the extensive assortment of costume and
related merchandise available through iParty’s internet site our
web site focuses on increasing customer visits to our retail stores
by highlighting the ever changing store product assortment for all
occasions and seasons and featuring sales flyers, enter-to-win
contests, monthly coupons and ideas and themes offering consumers
an easy and fun approach to any party. iParty aims to offer
reliable, time-tested knowledge of party-perfect trends, and
superior customer service to ensure convenient and comprehensive
merchandise selections for every occasion. Please visit our site at
www.iparty.com.
Safe harbor statement under the Private Securities Litigation
Reform Act of 1995
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
as contained in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. You can
identify these statements by the fact that they use words such as
"anticipate," "believe," "estimate," "expect," "intend," "project,"
"plan," "outlook," and other words and terms of similar meaning.
These statements involve a number of risks and uncertainties that
could cause actual results to differ materially from the potential
results discussed in the forward-looking statements. Among the
factors that could cause actual results and outcomes to differ
materially from those contained in such forward-looking statements
are the following: changes in consumer confidence and consumer
spending patterns, particularly those impacting the New England
region and Florida, which may result from, among other factors,
rising or sustained high levels of unemployment, access to consumer
credit, mortgage foreclosures, credit market turmoil, declines in
the stock market, general feelings and expectations about the
overall economy, and unseasonable weather; the successful
implementation of our growth and marketing strategies; our ability
to access our existing credit line or to obtain additional
financing, if required, on acceptable terms and conditions; rising
commodity prices, especially oil and gas prices; effect of Chinese
inflation on our suppliers and product pricing; our relationships
with our third party suppliers; the failure of our inventory
management system and our point of sale system; competition from
other party supply stores and stores that merchandise and market
party supplies, including big discount retailers, dollar store
chains, and temporary Halloween merchandisers; risks related to
e-commerce; the availability of retail store space on reasonable
lease terms; and compliance with evolving federal securities,
accounting, and stock exchange rules and regulations applicable to
publicly-traded companies listed on the NYSE Amex. For a more
detailed discussion of risks and uncertainties which could cause
actual results to differ from those contained in the
forward-looking statements, see Item 1A, "Risk Factors" of iParty's
most recently filed Annual Report on Form 10-K for the fiscal year
ended December 25, 2010 and our other periodic reports filed with
the SEC. iParty is providing this information as of this date, and
does not undertake to update the information included in this press
release, whether as a result of new information, future events or
otherwise.
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