This excerpt taken from the VAR 10-K filed Nov 24, 2008.
10. STOCKHOLDERS EQUITY
FACE="Times New Roman" SIZE="2">Stockholder Rights Plan
VMSs Board of Directors has adopted a stockholder rights plan. Under the plan, a dividend distribution of one preferred stock purchase right (a Right) for each outstanding share of common stock was made to stockholders of record on December 4, 1998 and one Right issued in connection with each share of VMSs common stock issued thereafter. The Rights will be exercisable only if a person or group acquires 15% or more of the Companys common stock (an Acquiring Person) or announces a tender offer for 15% or more of the common stock. Each Right entitles stockholders to buy one one-thousandth of a share of VMSs Participating Preferred Stock, par value $1.00 per share, at an exercise price of $105 per Right, subject to adjustment from time to time. However, if any person becomes an Acquiring Person, each Right will then entitle its holder (other than the Acquiring Person) to purchase at the exercise price VMSs common stock (or, in certain circumstances, VMSs Participating Preferred Stock) having a market value at that time of twice the Rights exercise price. The Rights would also entitle holders (other than the Acquiring Person) to purchase at the exercise price common stock of the Acquiring Person having a market value at that time of twice the Rights exercise price if the Acquiring Person were to control VMSs Board of Directors and cause VMS to enter into certain mergers or other transactions. In addition, if an Acquiring Person acquired between 15% and 50% of VMSs voting stock, VMSs Board of Directors may, at its option, exchange one share of VMSs common stock for each Right held (other than Rights held by the Acquiring Person). The Rights will expire on December 4, 2008, unless earlier redeemed by the Board of Directors at $0.001 per Right.