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OVTI » Topics » Provisions in our charter documents and Delaware law, as well as our stockholders rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

This excerpt taken from the OVTI 10-Q filed Mar 12, 2009.

Provisions in our charter documents and Delaware law, as well as our stockholders’ rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

 

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

 

·                  adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

 

·                  providing for a classified board of directors with staggered, three year terms;

 

·                  requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

 

·                  limiting the persons who may call special meetings of stockholders; and

 

·                  prohibiting stockholder actions by written consent.

 

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

 

Our stock has been and will likely continue to be subject to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control that may prevent our stockholders from selling our common stock at a profit.

 

The market price of our common stock has fluctuated substantially, and there can be no assurance that such volatility will not continue. Since the beginning of fiscal 2002 through January 31, 2009, the closing sales price of our common stock has ranged from a high of $33.90 per share to a low of $1.26 per share. The closing sales price of our common stock on March 6, 2009 was $6.65 per share. The securities markets have experienced significant price and

 

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volume fluctuations in the past, and the market prices of the securities of semiconductor companies have been especially volatile. This market volatility, as well as general economic, market or political conditions, including the current global economic situation, could reduce the market price of our common stock in spite of our operating performance. The market price of our common stock may fluctuate significantly in response to a number of factors, including:

 

·                  actual or anticipated fluctuations in our operating results;

 

·                  changes in expectations as to our future financial performance;

 

·                  changes in financial estimates of securities analysts;

 

·                  release of lock-up or other transfer restrictions on our outstanding shares of common stock or sales of additional shares of common stock;

 

·                  sales or the perception in the market of possible sales of shares of our common stock by our directors, officers, employees or principal stockholders;

 

·                  changes in market valuations of other technology companies; and

 

·                  announcements by us or our competitors of significant technical innovations, design wins, contracts, standards or acquisitions.

 

Due to these factors, the price of our stock may decline and investors may be unable to resell their shares of our stock for a profit. In addition, the stock market experiences extreme volatility that often is unrelated to the performance of particular companies. These market fluctuations may cause our stock price to decline regardless of our performance.

 

This excerpt taken from the OVTI 10-Q filed Dec 10, 2008.
Provisions in our charter documents and Delaware law, as well as our stockholders’ rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

 

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

 

·                  adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

 

·                  providing for a classified board of directors with staggered, three year terms;

 

·                  requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

 

·                  limiting the persons who may call special meetings of stockholders; and

 

·                  prohibiting stockholder actions by written consent.

 

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

 

This excerpt taken from the OVTI 10-Q filed Sep 9, 2008.

Provisions in our charter documents and Delaware law, as well as our stockholders’ rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

 

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

 

·                  adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

 

·                  providing for a classified board of directors with staggered, three year terms;

 

·                  requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

 

·                  limiting the persons who may call special meetings of stockholders; and

 

·                  prohibiting stockholder actions by written consent.

 

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

 

Our stock has been and will likely continue to be subject to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control that may prevent our stockholders from selling our common stock at a profit.

 

The market price of our common stock has fluctuated substantially, and there can be no assurance that such volatility will not continue. Since the beginning of fiscal 2002 through July 31, 2008, the closing sales price of our common stock has ranged from a high of $33.90 per share to a low of $1.26 per share. The closing sales price of our common stock on August 31, 2008 was $11.68 per share. The securities markets have experienced significant price and

 

56


 

volume fluctuations in the past, and the market prices of the securities of semiconductor companies have been especially volatile. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common stock in spite of our operating performance. The market price of our common stock may fluctuate significantly in response to a number of factors, including:

 

·                  actual or anticipated fluctuations in our operating results;

 

·                  changes in expectations as to our future financial performance;

 

·                  changes in financial estimates of securities analysts;

 

·                  release of lock-up or other transfer restrictions on our outstanding shares of common stock or sales of additional shares of common stock;

 

·                  sales or the perception in the market of possible sales of shares of our common stock by our directors, officers, employees or principal stockholders;

 

·                  changes in market valuations of other technology companies; and

 

·                  announcements by us or our competitors of significant technical innovations, design wins, contracts, standards or acquisitions.

 

Due to these factors, the price of our stock may decline and investors may be unable to resell their shares of our stock for a profit. In addition, the stock market experiences extreme volatility that often is unrelated to the performance of particular companies. These market fluctuations may cause our stock price to decline regardless of our performance.

 

These excerpts taken from the OVTI 10-K filed Jun 30, 2008.

Provisions in our charter documents and Delaware law, as well as our stockholders' rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

        Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

    •
    adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

    •
    providing for a classified board of directors with staggered, three year terms;

    •
    requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

    •
    limiting the persons who may call special meetings of stockholders; and

    •
    prohibiting stockholder actions by written consent.

        Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

Provisions in our charter documents and Delaware law, as well as our stockholders' rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common
stock.





        Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable.
These provisions include:





    •
    adjusting
    the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;


    •
    providing
    for a classified board of directors with staggered, three year terms;


    •
    requiring
    supermajority voting to amend some provisions in our certificate of incorporation and bylaws;


    •
    limiting
    the persons who may call special meetings of stockholders; and


    •
    prohibiting
    stockholder actions by written consent.





        Provisions
of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in
August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred
Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the
registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could
have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a
substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.





This excerpt taken from the OVTI 10-Q filed Mar 10, 2008.

Provisions in our charter documents and Delaware law, as well as our stockholders’ rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

 

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

 

·                  adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

 

·                  providing for a classified board of directors with staggered, three year terms;

 

·                  requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

 

·                  limiting the persons who may call special meetings of stockholders; and

 

·                  prohibiting stockholder actions by written consent.

 

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to

 

62


 

purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

 

Our stock has been and will likely continue to be subject to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control, that may prevent our stockholders from selling our common stock at a profit.

 

The market price of our common stock has fluctuated substantially, and there can be no assurance that such volatility will not continue. Since the beginning of fiscal 2002 through January 31, 2008, the closing sales price of our common stock has ranged from a high of $33.90 per share to a low of $1.26 per share. The closing sales price of our common stock on February 29, 2008 was $15.86 per share. The securities markets have experienced significant price and volume fluctuations in the past, and the market prices of the securities of semiconductor companies have been especially volatile. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common stock in spite of our operating performance. The market price of our common stock may fluctuate significantly in response to a number of factors, including:

 

·                  actual or anticipated fluctuations in our operating results;

 

·                  changes in expectations as to our future financial performance;

 

·                  changes in financial estimates of securities analysts;

 

·                  release of lock-up or other transfer restrictions on our outstanding shares of common stock or sales of additional shares of common stock;

 

·                  sales or the perception in the market of possible sales of shares of our common stock by our directors, officers, employees or principal stockholders;

 

·                  changes in market valuations of other technology companies; and

 

·                  announcements by us or our competitors of significant technical innovations, design wins, contracts, standards or acquisitions.

 

Due to these factors, the price of our stock may decline and investors may be unable to resell their shares of our stock for a profit. In addition, the stock market experiences extreme volatility that often is unrelated to the performance of particular companies. These market fluctuations may cause our stock price to decline regardless of our performance.

 

This excerpt taken from the OVTI 10-Q filed Dec 10, 2007.

Provisions in our charter documents and Delaware law, as well as our stockholders’ rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

 

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

 

•                  adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

 

61


 

•                  providing for a classified board of directors with staggered, three year terms;

 

•                  requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

 

•                  limiting the persons who may call special meetings of stockholders; and

 

•                  prohibiting stockholder actions by written consent.

 

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

 

Our stock has been and will likely continue to be subject to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control, that may prevent our stockholders from selling our common stock at a profit.

 

The market price of our common stock has fluctuated substantially, and there can be no assurance that such volatility will not continue. Since the beginning of fiscal 2002 through July 31, 2007, the closing sales price of our common stock has ranged from a high of $33.90 per share to a low of $1.26 per share. The closing sales price of our common stock on August 31, 2007 was $20.87 per share. The securities markets have experienced significant price and volume fluctuations in the past, and the market prices of the securities of semiconductor companies have been especially volatile. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common stock in spite of our operating performance. The market price of our common stock may fluctuate significantly in response to a number of factors, including:

 

•                  actual or anticipated fluctuations in our operating results;

 

•                  changes in expectations as to our future financial performance;

 

•                  changes in financial estimates of securities analysts;

 

•                  release of lock-up or other transfer restrictions on our outstanding shares of common stock or sales of additional shares of common stock;

 

•                  sales or the perception in the market of possible sales of shares of our common stock by our directors, officers, employees or principal stockholders;

 

•                  changes in market valuations of other technology companies; and

 

•                  announcements by us or our competitors of significant technical innovations, design wins, contracts, standards or acquisitions.

 

Due to these factors, the price of our stock may decline and investors may be unable to resell their shares of our stock for a profit. In addition, the stock market experiences extreme volatility that often is unrelated to the performance of particular companies. These market fluctuations may cause our stock price to decline regardless of our performance.

 

This excerpt taken from the OVTI 10-Q filed Sep 10, 2007.
Provisions in our charter documents and Delaware law, as well as our stockholders’ rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

·                  adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

·                  providing for a classified board of directors with staggered, three year terms;

·                  requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

·                  limiting the persons who may call special meetings of stockholders; and

·                  prohibiting stockholder actions by written consent.

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

This excerpt taken from the OVTI 10-K filed Jun 29, 2007.
Provisions in our charter documents and Delaware law, as well as our stockholders’ rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

·                         adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

·                         providing for a classified board of directors with staggered, three year terms;

·                         requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

·                         limiting the persons who may call special meetings of stockholders; and

·                         prohibiting stockholder actions by written consent.

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of

28



ITEM 1A.   RISK FACTORS — (Continued)

$176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

This excerpt taken from the OVTI 10-Q filed Mar 12, 2007.
Provisions in our charter documents and Delaware law, as well as our stockholders’ rights plan, could prevent or delay a change in control of our company and may reduce the market price of our common stock.

Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

·                  adjusting the price, rights, preferences, privileges and restrictions of preferred stock without stockholder approval;

·                  providing for a classified board of directors with staggered, three year terms;

·                  requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;

·                  limiting the persons who may call special meetings of stockholders; and

·                  prohibiting stockholder actions by written consent.

Provisions of Delaware law also may discourage, delay or prevent another company from acquiring or merging with us. Our board of directors adopted a preferred stock rights agreement in August 2001. Pursuant to the rights agreement, our board of directors declared a dividend of one right to purchase one one-thousandth share of our Series A Participating Preferred Stock for each outstanding share of our common stock. The dividend was paid on

64



September 28, 2001 to stockholders of record as of the close of business on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred at an exercise price of $176.00, subject to adjustment. The exercise of the rights could have the effect of delaying, deferring or preventing a change of control of our company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. The rights agreement could also limit the price that investors might be willing to pay in the future for our common stock.

EXCERPTS ON THIS PAGE:

10-Q
Mar 12, 2009
10-Q
Dec 10, 2008
10-Q
Sep 9, 2008
10-K (2 sections)
Jun 30, 2008
10-Q
Mar 10, 2008
10-Q
Dec 10, 2007
10-Q
Sep 10, 2007
10-K
Jun 29, 2007
10-Q
Mar 12, 2007

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