This excerpt taken from the TPTX 8-K filed May 16, 2005.
AXONYX INC. ADOPTS SHAREHOLDER RIGHTS PLAN
New York, NY, May 16, 2005 AXONYX INC. (NASDAQ: AXYX) announced today that its board of directors approved the adoption of a shareholder rights plan.
The shareholder rights plan is designed to ensure that shareholders realize fair value and equal treatment in the event of an attempted takeover of the Corporation and to protect the Corporation and its shareholders against coersive takeover tactics. The plan was not adopted as a result of any existing or proposed potential takeover threat.
Under the terms of the plan, Axonyx is distributing one purchase right for each share of common stock outstanding to shareholders at the close of business on May 27, 2005. Axonyx will not issue a separate certificate for the rights unless and until they become exerciseable.
Each right entitles the holder to purchase from the Corporation one one-thousandth of a share of a new series of participating preferred stock at an initial purchase price of $15. The rights will become exerciseable and will detach from the common stock for a specified period after any person or group, without the approval of the Corporations board of directors, has become the beneficial owner of, or commences a tender offer or exchange offer for, 15% or more of the then outstanding shares of Axonyx common stock (subject to certain exceptions).
Axonyx has filed the necessary forms, which give complete details of the shareholder rights plan, with the Securities and Exchange Commission.