Actua Corp – ‘8-K’ for 11/22/00 – EX-20.1

On:  Friday, 12/1/00, at 10:30am ET   ·   For:  11/22/00   ·   Accession #:  893220-0-1368   ·   File #:  1-16249

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Dated 11/22/2000                              3     10K 
 2: EX-4.1      Rights Agreement Dated 11/22/2000                     50    205K 
 3: EX-20.1     Press Release Dated 11/24/2000                         2     11K 

EX-20.1   —   Press Release Dated 11/24/2000

EX-20.1
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                                                                    Exhibit 20.1

FRIDAY NOVEMBER 24, 10:48 AM EASTERN TIME                                       

PRESS RELEASE                                                                   

INTERNET CAPITAL GROUP ADOPTS SHAREHOLDER RIGHTS PLAN                           

WAYNE, Pa.--(BUSINESS WIRE)--Nov. 24, 2000--Internet Capital Group (NASDAQ:ICGE 
- news), a leading business-to-business (B2B) e-commerce company, announced     
today that its Board of Directors has adopted a Shareholder Rights Plan.        

Under the Shareholder Rights Plan, preferred stock purchase rights will be      
distributed as a dividend at the rate of one Right for each share of Common     
Stock outstanding as of the close of business on December 6, 2000. Each Right   
entitles the holder to purchase from the Company one ten-thousandth of a share  
of Series A Junior Participating Preferred Stock of the Company at an exercise  
price of $100 per Right.                                                        

Initially the rights will be attached to the Company's Common Stock and will not
be exercisable.                                                                 

The rights become exercisable and will separate from the Common Stock (i) ten   
calendar days after a person or group acquires, or announces the intent to      
acquire, beneficial ownership of fifteen percent (15%) or more of the Company's 
Common Stock, or (ii) ten business days (or a later date following such         
announcement if determined by the Board of Directors in accordance with the     
plan) after the announcement of a tender offer or an exchange offer to acquire  
fifteen percent (15%) or more of the outstanding Common Stock.                  

The Rights are redeemable for $.0001 per Right at the option of the Board of    
Directors at any time prior to the close of business on the tenth business day  
after the announcement of a stock acquisition event described above. If not     
redeemed, the Rights will expire on November 22, 2010.                          

Prior to the date upon which the rights would become exercisable under the Plan,
the Company's outstanding stock certificates will represent both the shares of  
Common Stock and the Rights, and the Rights will trade only with the shares of  
Common Stock.                                                                   

Generally, if the Rights become exercisable, then each shareholder, other than  
the acquirer, is entitled to purchase, for the exercise price, that number of   
shares of Common Stock that, at the time of the transaction, will have a market 
value of three times the exercise price of the Rights.                          

In addition, if, after the Rights become exercisable, the Company is acquired in
a merger or other business combination, or 50% or more of its assets or earning 
power are sold, each Right will entitle the holder to purchase, at the exercise 
price of the Rights, that number of shares of common stock of the acquiring     
company that, at the time of the transaction, will have a market value of three 
times the exercise price of the Rights.                                         

EX-20.1
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The Rights are designed to provide the Board of Directors sufficient time to    
evaluate proposed change-in-control transactions by encouraging potential       
acquirers to negotiate with the Board of Directors before attempting a tender   
offer for the Company.                                                          

The Rights are not intended to prevent transactions on terms that are fair to   
the Company's shareholders nor to deter any potential acquirer who is willing to
complete a transaction on such terms.                                           

About Internet Capital Group                                                    

Internet Capital Group (http://www.internetcapital.com) is an Internet company  
actively engaged in business-to-business e-commerce through a network of partner
companies. It provides operational assistance, capital support, industry        
expertise, and a strategic network of business relationships intended to        
maximize the long-term market potential of more than 70 business-to-business    
e-commerce companies. Headquartered in Wayne, Pa, Internet Capital Group has    
offices in San Francisco, Boston, Seattle, London, Munich, Paris, Tokyo and Hong
Kong.                                                                           

Safe Harbor Statement under Private Securities Litigation Reform Act of 1995    
The statements contained in this press release that are not historical facts are
forward-looking statements that involve certain risks and uncertainties         
including but not limited to risks associated with the uncertainty of future    
performance of our partner companies, acquisitions of interests in additional   
partner companies, additional financing requirements, the effect of economic    
conditions in the B2B e-commerce market and other uncertainties detailed in the 
Company's filings with the Securities and Exchange Commission.                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/22/10		1
		12/6/00		1
Filed on:		12/1/00							8-A12B
		11/24/00		1
For Period End:		11/22/00
									List all Filings