|By Business Wire||
|June 13, 2014 04:00 PM EDT||
Sunrise Telecom Incorporated (Pink Sheets: SRTI) (“the Company”) announced today that its Board of Directors has adopted a Section 382 Rights Agreement (the “Rights Plan”) designed to preserve its tax assets associated with net operating loss carryforwards (“NOLs”) under Section 382 of the Internal Revenue Code.
Pursuant to U.S. federal income tax rules, the Company’s use of certain tax assets could be substantially limited if the Company experiences an “ownership change” (as defined in Section 382 of the Internal Revenue Code). In general, an ownership change occurs if there is a cumulative change in the Company’s ownership by “5 percent shareholders” that increases by more than 50 percent over the lowest percentage owned by such shareholders at any time during the prior three years on a rolling basis. The Company noted that the Rights Plan is designed to serve the interests of all shareholders by helping to protect the Company’s ability to use its NOLs to offset future tax liabilities and is similar to plans adopted by many other public companies with significant tax attributes.
In connection with the adoption of the Rights Plan, the Board of Directors has declared a dividend of one-one thousandth of a share of preferred share purchase right (a “Right”) for each outstanding share of common stock to the Company’s shareholders of record as of the close of business on June 13, 2013. After the Rights Plan takes effect, any person or group that acquires beneficial ownership of 4.95% or more of the Company’s common stock without Board approval would be subject to significant dilution in the ownership interest of that person or group. Shareholders who currently own 4.95% or more of the outstanding shares of the Company’s common stock will not trigger the preferred share purchase rights unless they acquire additional shares.
The Rights will expire on the earliest of (i) the close of business on May 28, 2017 (unless that date is advanced or extended by the Board), (ii) the time at which the Rights are redeemed or exchanged under the Rights Plan, (iii) the repeal of Section 382 or any successor statute, and (iv) the Board’s determination that the Rights Plan is no longer necessary for the preservation of the Company’s NOLs.
The issuance of the Rights will not affect the Company’s reported earnings per share, nor is it taxable to the Company or its shareholders.
In Addition to adopting the Rights Plan, Sunrise Telecom Incorporated today announced a return of capital distribution of $0.055 per common share. The distribution will be paid on June 20, 2014, to holders of record on June 13, 2014. This distribution will be treated as a return of capital for tax purposes. The Ex-date will be determined by the NASDAQ and National Association of Security Dealers.
About Sunrise Telecom
For investor information about Sunrise Telecom, please visit www.sunrisetelecom.com.
"We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 3, 2016 01:45 AM EST Reads: 683
Much of the value of DevOps comes from a (renewed) focus on measurement, sharing, and continuous feedback loops. In increasingly complex DevOps workflows and environments, and especially in larger, regulated, or more crystallized organizations, these core concepts become even more critical. In his session at @DevOpsSummit at 18th Cloud Expo, Andi Mann, Chief Technology Advocate at Splunk, showed how, by focusing on 'metrics that matter,' you can provide objective, transparent, and meaningful f...
Dec. 3, 2016 01:45 AM EST Reads: 4,517
Dec. 3, 2016 01:15 AM EST Reads: 840
Dec. 3, 2016 12:30 AM EST Reads: 1,516
Dec. 3, 2016 12:15 AM EST Reads: 1,745
Dec. 2, 2016 11:15 PM EST Reads: 883
Dec. 2, 2016 11:15 PM EST Reads: 1,673
Dec. 2, 2016 10:30 PM EST Reads: 1,723
Dec. 2, 2016 08:30 PM EST Reads: 358
Dec. 2, 2016 08:30 PM EST Reads: 4,972
Dec. 2, 2016 08:15 PM EST Reads: 1,558
Dec. 2, 2016 07:00 PM EST Reads: 3,917
Dec. 2, 2016 06:45 PM EST Reads: 3,984
Dec. 2, 2016 06:30 PM EST Reads: 1,476
Dec. 2, 2016 05:15 PM EST Reads: 369