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EXHIBIT 99.2
NEWS RELEASE
Company Contact: Financial Contact:
Jim Cavedo Lyle Newkirk
Tel: (770) 448-9008 Tel: (770) 448-9008
Fax: (208) 728-7024 Fax: (770) 448-3202
e-mail: [email protected] e-mail: [email protected]
For Immediate Release
T/R SYSTEMS ADOPTS SHAREHOLDER RIGHTS PLAN
ATLANTA, GA, November 9, 2000 -- T/R SYSTEMS, INC. (NASDAQ: TRSI) announced
today that its Board of Directors has adopted a shareholder rights plan that
provides for rights to be issued to shareholders of record on November 27, 2000.
"This action was taken after long and careful study," said Michael E. Kohlsdorf,
T/R Systems' President, CEO and member of the Board. "The new plan is intended
to protect the Company and its shareholders from potentially coercive takeover
practices or takeover bids that are inconsistent with the interests of the
Company and its other constituents."
Under the plan, the rights will initially trade together with the common stock
and will not be exercisable. In the absence of further Board action, the rights
generally will become exercisable and allow the holder to acquire common stock
at a discounted price if a person or group acquires 15 percent or more of the
outstanding shares of T/R Systems' common stock. Rights held by persons who
exceed the applicable threshold will be void. In certain circumstances, the
rights will entitle the holder to buy shares in an acquiring entity at a
discounted price.
T/R Systems' Board of Directors may, at its option, redeem all rights for $.01
per right generally at any time prior to the rights becoming exercisable. The
rights will expire on November 27, 2010, unless earlier redeemed, exchanged or
amended by the Board of Directors.
The issuance of the rights is not a taxable event, will not affect T/R Systems'
reported financial condition or results of operations (including earnings per
share) and will not change the way in which T/R Systems' common stock is
currently traded.
ABOUT T/R SYSTEMS
T/R Systems (www.trsystems.com) is a leader in developing innovative software
solutions for the management and production of digital communications that
optimize document workflow from the point of document creation until the
document reaches its final destination. T/R Systems' software products overcome
the limitations of hardware through advanced functionality and superior design
so that customers benefit from easy-to-use, easy-to-grow and easy-to-manage
applications.
To date, T/R Systems' has shipped more than 1,400 solutions to a broad spectrum
of customers, including corporations, colleges and universities, facilities
managers and print-for-pay service providers. Despite the
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T/R Systems Adopts New Shareholder Rights Plan
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seemingly different requirements of each of these groups, the one constant is
their desire to provide effective and efficient document production services to
their customers.
T/R Systems has more than 30 patents issued, allowed or pending that protect its
intellectual property and is publicly traded on the Nasdaq National Market under
the symbol TRSI.
For additional information, contact Jim Cavedo of T/R Systems, Inc. at 1300
Oakbrook Dr., Norcross, Georgia 30093, USA; Phone: +1 770-448-9008; Fax: +1
208-728-7024; e-mail: [email protected] or visit T/R Systems' home page:
http://www.trsystems.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: A number of the matters and subject areas discussed in this press release
that are not historical or current facts deal with potential future
circumstances and developments. The discussion of such matters and subject areas
is qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from T/R Systems' actual
future experience involving any one or more of such matters and subject areas.
Such risks and uncertainties include fluctuations in our stock price and the
competitiveness of our markets, as well as those that are described in T/R
Systems' reports filed with the SEC from time to time, including the annual
report on Form 10-K for the fiscal year ended January 31, 2000.
MicroPress is a registered trademark of T/R Systems, Inc. M@estro,
MicroImager and e-Ticket are trademarks of T/R Systems, Inc. All other
product and company names are trademarks or registered trademarks and are
the property of there owners and are respectfully acknowledged.
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