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Exhibit 20.1
Tuesday May 16, 5:05 pm Eastern Time
Company Press Release
SOURCE: Nobel Learning Communities, Inc.
Nobel Learning Communities, Inc. Adopts Stockholder Rights Plan
MEDIA, Pa., May 16 /PRNewswire/ -- Nobel Learning Communities, Inc. (Nasdaq:
NLCI - news) announced today that its Board of Directors has adopted a
Stockholder Rights Plan.
Under the Stockholder Rights Plan, preferred stock purchase rights will be
distributed as a dividend at the rate of one Right for each share of Common
Stock outstanding as of the close of business on June 1, 2000. Each Right
entitles the holder to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock of the Company at an exercise
price of $18.00.
The Rights will not be exercisable unless a person or group acquires, or
announces the intent to acquire, beneficial ownership of (i) 13% or more of the
Company's Common Stock, in the case of a person or group that currently owns 10%
or less of the Company's Common Stock; (ii) an additional 3% or more of the
Company's Common Stock, in the case of a person or group that currently owns
greater than 10%, but less than 17%, of the Company's Common Stock; (iii) 20% or
more of the Company's Common Stock, in the case of a person or group that
currently owns at least 17%, but no greater than 20%, of the Company's Common
Stock; or (iv) a greater percentage of the Company's Common Stock than is
currently owned by such person or group, in the case of a person or group that
currently owns 20% or more of the Company's Common Stock. The Rights are
redeemable for $.001 per Right at the option of the Board of Directors at any
time prior to the close of business on the tenth business day after the
announcement of a stock acquisition event described above. If not redeemed, the
Rights will expire on May 31, 2010. Prior to the date upon which the rights
would become exercisable under the Plan, the Company's outstanding stock
certificates will represent both the shares of Common Stock and the Rights, and
the Rights will trade only with the shares of Common Stock.
Generally, if the Rights become exercisable, then each stockholder, other than
the acquiror, is entitled to purchase, for the exercise price, that number of
shares of Common Stock that, at the time of the transaction, will have a market
value of two times the exercise price of the Rights. In addition, if, after the
Rights become exercisable, the Company is acquired in a merger or other business
combination, or 50% or more of its assets or earning power are sold, each Right
will entitle the holder to purchase, at the exercise price of the Rights, that
number of shares of common stock of the acquiring company that, at the time of
the transaction, will have a market value of two times the exercise price of the
Rights.
The Rights are designed to provide the Board of Directors sufficient time to
evaluate proposed change-in-control transactions by encouraging potential
acquirors to negotiate with the Board of Directors before attempting a tender
offer for the Company. The Rights are not intended to
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prevent transactions on terms that are fair to the Company's stockholders nor to
deter any potential acquiror who is willing to complete a transaction on such
terms.
Nobel currently operates 149 schools with operations in 15 states, including
private schools, charter school and schools for learning challenged children.
Except for historical information contained in this report, the information in
the report consists of forward looking statements. These statements involve
risks and uncertainties that could cause actual results to differ materially
from those in the forward looking statements. Potential risks and uncertainties
include changes in market demand, market condition, competitive activities, as
well as the acceptance of newly developed and converted schools and the
performance of acquired businesses. Other risks and uncertainties are discussed
in the Company's filings with the Securities and Exchange Commission.
SOURCE: Nobel Learning Communities, Inc.
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