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This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. The
Rights Offering
We intend to distribute to the record holders of our common
stock as of the record date of the Rights Offering
non-transferable subscription rights to subscribe for and
purchase shares of our common stock, subject to approval of the
Share Transaction and amendment to our Certificate of
Incorporation. The per-share purchase price for such shares will
be $3.50, which is equal to a 20% discount to the average
closing price of our common stock for the 30 trading day
period ended July 6, 2006. The subscription rights will
entitle the holders of common stock to purchase shares of common
stock for an aggregate purchase price of $75,000,000. See below
for additional information regarding subscription by DTC
participants.
Each holder of record of our common stock will receive 0.87248
of a subscription right for each share of our common stock held
by such holder, subject to adjustment to eliminate fractional
rights. Each full subscription right will entitle the holder
thereof to purchase at the Subscription Price, on or prior to
the expiration time of the rights offering, one share of our
common stock being offered in the Rights Offering. The number of
subscription rights offered to each holder is based upon the
holder’s holdings of our common stock as of the record date
of the Rights Offering.
In connection with the Rights Offering, we have filed a
Registration Statement on
Form S-3
(File No. 333-135564)
with the Securities and Exchange Commission (“SEC”).
The Registration Statement has not yet become effective. Once
the registration statement becomes effective, we will mail the
rights offering prospectus to our shareholders.
Shareholders are being asked at the annual meeting to approve
the Rights Offering as part of the Share Transaction and the
issuance of shares of our common stock necessary to accomplish
the Rights Offering. A vote in favor of the Share Transaction
will not obligate any shareholder to purchase shares in the
Rights Offering.
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