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 holders 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.