Owner
Post by Franko10 ™ on Jan 4, 2006 16:16:07 GMT -5
As previously disclosed in the Current Report on Form 8-K filed with the Commission on December 13, 2005, on December 7, 2005, the Board of Directors of El Capitan Precious Metals, Inc. (the "Company") declared a dividend of one Right (a "Right") for each outstanding share of the Company's common stock, par value $.001 per share (the "Common Stock"), to the stockholders of record at the close of business on the December 16, 2005 (the "Record Date"), subject to the execution and delivery of a definitive rights agreement. On December 28, 2005, the Company entered into a definitive rights agreement with OTR, Inc., as Rights Agent (the "Rights Agreement"). A description of the material terms of the Rights Agreement is set forth below, however, the description does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement itself, which is attached as Exhibit 4.1 to this Current Report on Form 8-K.
Initially, the Rights will be attached implicitly to all Common Stock certificates representing shares then outstanding, and no separate Right certificates will be distributed. Except as set forth below, each Right entitles the registered holder thereof to purchase from the Company one share of Common Stock at a price of $20.00 per share (the "Purchase Price"), subject to adjustment.
The Rights will separate from the shares of Common Stock to which they are attached, and a Distribution Date (as defined below) for the Rights will occur upon the earlier of:
(i) the first date of public announcement that a person or group of affiliated or associated persons has become an "Acquiring Person" (i.e., has become, subject to certain exceptions, the beneficial owner of voting securities having 15% or more of the then voting power of the Company without the prior approval of a majority of the Board of Directors) (such date is referred to herein as a "Stock Acquisition Date") and
(ii) the 10th day following the commencement or public announcement of a tender offer or exchange offer, the consummation of which would result in a person or group of affiliated or associated persons becoming, subject to certain exceptions, an Acquiring Person (or such later date as may be determined by the Board of Directors of the
Company prior to a person or group of affiliated or associated persons becoming an Acquiring Person) (the earlier of such dates being called the "Distribution Date").
Until the Distribution Date (or the earlier redemption or expiration of the Rights), the Rights will be transferred with and only with certificates representing shares of the Company's Common Stock and any new certificates representing such shares issued after the Record Date (either upon transfer or new issuance of the such common shares) will contain a notation incorporating by reference the Rights Agreement. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any certificates representing shares of Common Stock outstanding as of the Record Date will also constitute the transfer of the Rights associated with the stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of shares of Common Stock as of the close of business on the Distribution Date, and the separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
Until a Right is exercised, it will not entitle the holder to any rights as a stockholder of the Company (other than those as an existing stockholder), including, without limitation, the right to vote or to receive dividends.
The Rights will expire on the ten-year anniversary of the date of the Rights Agreement, unless earlier redeemed by the Company pursuant to the Rights Agreement.
RIGHTS AGREEMENT, dated as of December 28, 2005 (the "Agreement"), between El Capitan Precious Metals, Inc., a Nevada corporation (the "Company"), and OTR,Inc. (the "Rights Agent").
WHEREAS, on December 7, 2005, the Board of Directors of the Company (the "Board") authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $.001 per share
(the "Common Stock") of the Company outstanding on December 16, 2005 (the "Record Date"), each Right initially represents the right to purchase one share of Common Stock upon the terms and subject to the conditions hereinafter set forth (the "Rights").
For the rest of the details please see the sec website for full terms
Initially, the Rights will be attached implicitly to all Common Stock certificates representing shares then outstanding, and no separate Right certificates will be distributed. Except as set forth below, each Right entitles the registered holder thereof to purchase from the Company one share of Common Stock at a price of $20.00 per share (the "Purchase Price"), subject to adjustment.
The Rights will separate from the shares of Common Stock to which they are attached, and a Distribution Date (as defined below) for the Rights will occur upon the earlier of:
(i) the first date of public announcement that a person or group of affiliated or associated persons has become an "Acquiring Person" (i.e., has become, subject to certain exceptions, the beneficial owner of voting securities having 15% or more of the then voting power of the Company without the prior approval of a majority of the Board of Directors) (such date is referred to herein as a "Stock Acquisition Date") and
(ii) the 10th day following the commencement or public announcement of a tender offer or exchange offer, the consummation of which would result in a person or group of affiliated or associated persons becoming, subject to certain exceptions, an Acquiring Person (or such later date as may be determined by the Board of Directors of the
Company prior to a person or group of affiliated or associated persons becoming an Acquiring Person) (the earlier of such dates being called the "Distribution Date").
Until the Distribution Date (or the earlier redemption or expiration of the Rights), the Rights will be transferred with and only with certificates representing shares of the Company's Common Stock and any new certificates representing such shares issued after the Record Date (either upon transfer or new issuance of the such common shares) will contain a notation incorporating by reference the Rights Agreement. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any certificates representing shares of Common Stock outstanding as of the Record Date will also constitute the transfer of the Rights associated with the stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of shares of Common Stock as of the close of business on the Distribution Date, and the separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
Until a Right is exercised, it will not entitle the holder to any rights as a stockholder of the Company (other than those as an existing stockholder), including, without limitation, the right to vote or to receive dividends.
The Rights will expire on the ten-year anniversary of the date of the Rights Agreement, unless earlier redeemed by the Company pursuant to the Rights Agreement.
RIGHTS AGREEMENT, dated as of December 28, 2005 (the "Agreement"), between El Capitan Precious Metals, Inc., a Nevada corporation (the "Company"), and OTR,Inc. (the "Rights Agent").
WHEREAS, on December 7, 2005, the Board of Directors of the Company (the "Board") authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $.001 per share
(the "Common Stock") of the Company outstanding on December 16, 2005 (the "Record Date"), each Right initially represents the right to purchase one share of Common Stock upon the terms and subject to the conditions hereinafter set forth (the "Rights").
For the rest of the details please see the sec website for full terms
