Videolan Technologies Inc/DE – ‘8-K’ for 1/29/97 – EX-99

As of:  Wednesday, 1/29/97   ·   For:  1/29/97   ·   Accession #:  911959-97-7   ·   File #:  0-26302

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report on Form 8-K                             2±    10K 
 2: EX-3.1      By-Laws                                               18±    67K 
 3: EX-99       Press Release                                          3±    13K 

EX-99   —   Press Release

FOR IMMEDIATE RELEASE               

Release Date:  January 29, 1997                                                 

For Further Information Contact:             Steven Rothenberg                  
                               VideoLan Technologies
                      502-895-4858

VIDEOLAN TECHNOLOGIES, INC. ADOPTS RIGHTS PLAN              

LOUISVILLE, KY -- The Board of Directors of VideoLan                  
Technologies, Inc. (NASDAQ: VLNT) today adopted a shareholder                   
rights plan and declared a dividend of one right on each                        
outstanding share of VideoLan common stock.                                     

The shareholder rights plan is similar to shareholder                 
protection plans that have been adopted by more than 1,700                      
corporations.                                                                   

The rights dividend is payable on February 8, 1997, to                
shareholders of record on that date.  In addition to the rights                 
dividend on currently outstanding shares, the plan provides for the             
automatic issuance of one right with respect to each share of                   
common stock issued after February 8, 1997.                                     

"The rights plan was adopted to protect the interests of              
VideoLan shareholders and to help ensure that they receive fair                 
treatment in the event of a takeover attempt," said Jack Shirman,               
Chief Executive Officer of VideoLan.  "The rights plan is not                   
intended to prevent an acquisition of the Company for a full and                
fair price in a transaction that is in the best interest of the                 
Company.  The rights are not being distributed in response to any               
effort to purchase control of the Company and the Board is not                  
aware of any such effort."                                                      

Under the plan, the rights would be distributed:                      

*    Ten days after a public announcement that a person or            
group had acquired 15% or more (defined in the plan to be   
an "Acquiring Person") of VideoLan's outstanding common     
shares, or                                                  

*    Ten business days after the beginning of a tender offer          
or exchange offer that would result in a person or group    
owning 15% or more of the outstanding common shares.        

Until separate rights certificates are issued following one of        
these triggering events, the rights will be evidenced by VideoLan               
common stock certificates, will automatically trade with the common             
stock, and will not be exercisable.                                             

When distributed following the announcement of a tender offer,        
each right would entitle the holder to purchase 1/100th of a share              
of newly issued Junior Participating Preferred Stock of VideoLan                
for a purchase price of $19.00.                                                 

If a person actually acquires 15% or more of VideoLan common          
stock, each right (other than rights held by an Acquiring Person)               
will entitle its holder to purchase, for the $19.00  exercise                   
price, a number of shares VideoLan common stock having a market                 
value of twice the exercise price.  At the same time, the rights                
held by such an Acquiring Person would become null and void.  At                
any time after the rights become exercisable for VideoLan common                
stock, the Board of Directors may exchange the rights (other than               
rights owned by an Acquiring Person), in whole or in part, at an                
exchange ratio of one common share per right.                                   

In addition, if, when or after a person becomes an Acquiring          
Person: (1) VideoLan Technologies is acquired in a merger or other              
transaction in which  VideoLan is not the surviving corporation --              
other than a merger that the independent directors determine to be              
in the best interests of VideoLan and its shareholders -- or (2) if             
50% or more of VideoLan's assets or earning power is sold or                    
transferred, each rights holder will be entitled to receive common              
stock of the acquiring company worth two times the exercise price               
of the right.                                                                   

VideoLan may redeem rights for $0.01 per right at any time.         
After a person acquires 15% of VideoLan common stock, redemption                
would require approval of a majority of the directors in office                 
before the person acquired 15% of the common stock and who are not              
affiliated or associated with the Acquiring Person.                             

"The plan provides our Board of Directors flexibility in              
dealing with any takeover action that might occur," said Shirman.               
"It would not impede any transaction that the Board feels is in the             
best interests of VideoLan and its shareholders.  On the other                  
hand, the dilutive consequences of triggering the rights should be              
a deterrent to actions that are not in the best interests of                    
VideoLan and its shareholders."                                                 

The issuance of rights has no financial effect on VideoLan, is        
not dilutive to shareholders, is not taxable to the Company or its              
shareholders, and will not change the way in which VideoLan common              
shares are traded.  Rights are not exercisable until the                        
distribution date and will expire at the close of business on                   
February 8, 2007, unless earlier redeemed by the Company.                       

In addition to the Stockholder Rights Plan, the Board of              
Directors also adopted amendments to the Company's bylaws                       
establishing procedures for the conduct of consent solicitations,               
for stockholder nomination of candidates for election to the Board              
of Directors, and for including stockholder proposals on the agenda             
for stockholders meetings.  The bylaws, as amended, require                     
stockholders to provide written notice to the Company prior to a                
consent solicitation, and authorize the Board of Directors to set               
the record date in accordance with Delaware law.  In addition, the              
amended bylaws require written notice to the Company of stockholder             
proposals and director nominations be given 90 days before the                  
annual meetings of stockholders and specified periods before                    
special meetings.                                                               

VideoLan Technologies, Inc. is a premier developer of video           
conferencing and video broadcast solutions based upon its Metallic              
Fiber  transmission and broadband switching technology.  VideoLan's             
technology enables broadcast-quality transport of high speed, bi-directional,   
real-time voice, data, and video over existing twisted pair copper wire         
infrastructures.  VideoLan's products are marketed in both the desktop          
video market and the emerging and rapidly developing video distribution         
market.  VideoLan is based in Louisville, KY and can be reached at              
(502)895-4858 or by fax at                                                      
(502)895-1680.                                                                  

#####               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		2/8/07
		2/8/97
Filed on / For Period End:		1/29/97		8-A12G
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