Selectica to Consider Allowing Investors to Purchase a Greater Stake in the Company
March 22 2010 - 8:30AM
Business Wire
Selectica (NASDAQ:SLTCD), a leading provider of contract
lifecycle management and sales configuration solutions, today
announced that its Board of Directors has determined that
additional share purchases above the limits currently permitted
under its Shareholder Rights Plan may not jeopardize the value of
the Company’s net operating loss carry forwards (NOLs).
Accordingly, the Company is now accepting Indications of Interest
from investors who wish to purchase shares above the current plan
limits.
The Company’s current Shareholder Rights Plan is designed to
protect the interests of all stockholders by helping preserve the
value of the Company’s NOLs. Under the terms of the plan, investors
that beneficially own less than 5% ownership of the Company are
permitted to acquire up to 4.99% of the Company’s shares without
triggering the rights. In addition, investors that beneficially
owned more than 5% when the plan was amended to help protect the
NOLs are permitted to acquire up to an additional 0.5%, subject to
a cap of 15% beneficial ownership.
At the same time that the Company established these limits in
its rights plan, the Board established a committee to periodically
evaluate whether shareholders could buy shares above the plan
limits without jeopardizing the value of its NOLs. The plan
also allowed the Board to exempt shareholders from plan limits on a
case-by-case basis, provided that doing so did not jeopardize the
value of the NOLs.
The Board committee has recognized that due to recent shifts in
the cumulative change of control tax calculation, it may now be
possible to exempt investors who wish to increase their ownership
level above the plan limit (generally 4.99%) without threatening
the value of the NOLs. Additionally, the Board has recently
received interest from certain large shareholders requesting to
increase their level of ownership beyond the limits in the
plan.
Accordingly, Selectica is now accepting Indications of Interest
from shareholders who wish to acquire shares above the limits
currently permitted by the plan. Investors that wish to submit an
indication of interest should follow the steps specified at
www.selectica.com/indication-of-interest and submit their
indications of interest no later than April 5, 2010.
Upon receipt of Indications of Interest, the Board committee and
full Board will determine, in the exercise of their business
judgment, whether and on what terms to grant limited exemptions
from the rights plan. Selectica reserves the right to modify or
cancel the proposed grant of exemptions at any time. There can be
no assurance that any shareholders will submit Indications of
Interest, be granted an exemption to purchase above plan limits, or
if granted an exemption, purchase additional shares of stock. The
Company also makes no recommendation as to whether shareholders
should submit an Indication of Interest, or if granted an
exemption, purchase additional shares.
“Selectica is committed to being responsive to our
shareholders,” said James Arnold, Co-chairman of the Board of
Selectica. “We’re pleased to give all investors a greater
opportunity to invest in the company.”
About Selectica, Inc.
Selectica (NASDAQ:SLTCD) provides Global 2000 companies with
solutions that automate complex contract management and sales
configuration processes. Selectica's enterprise solutions
streamline critical business functions including sales,
procurement, and corporate governance, and enable companies to
eliminate risk, increase revenue, and cut costs. Selectica
customers represent leaders in manufacturing, technology, retail,
healthcare, and telecommunications, including Bell Canada, Cisco,
Covad Communications, Fujitsu, Hitachi, International Paper,
ManTech, Levi Strauss & Co., Qwest Communications, and Rockwell
Automation. For more information, visit www.selectica.com.
Forward Looking Statements
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
the on-going global recession; fluctuations in demand for
Selectica's products and services; 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-K, and
other reports filed by the Company with the Securities and Exchange
Commission.
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