Exhibit 99
Press Release
APA OPTICS, INC. ADOPTS
SHAREHOLDER RIGHTS PLAN
MINNEAPOLIS -- APA Optics, Inc. (NASDAQ National Market: APAT)
announced that its board of directors has adopted a shareholder rights plan for
the Company's Common Stock. The plan seeks to offer protection for shareholders
in the event of a hostile takeover action, the Company said.
"The rights plan is designed to assure that APA Optics, Inc.
shareholders receive fair and equitable treatment in the event of an unsolicited
attempt to acquire the company," said Anil K. Jain, APA's president and chief
executive officer. "The rights plan was not adopted in response to any outside
effort to gain control of the company and the company is not currently aware of
such activity."
The rights plan gives each holder of Common Stock the right to purchase
1/100th of a newly authorized preferred share that is essentially equivalent to
one share of Common Stock. The exercise price for the rights is $80.00 per
right.
Shareholders do not need to take any action to receive the rights,
which are being distributed in the form of a dividend on the Common Stock, the
Company said. The rights will attach to all shares of Common Stock outstanding
at the close of business on November 13, 2000, said APA. Shares of Common Stock
issued after that date will be issued with rights, said the Company, and no
separate right certificates will be issued unless the conditions set forth in
the plan are met. APA said the rights are not currently exercisable and possess
no current value, and the distribution of the rights is not taxable to
shareholders. The rights expire on November 13, 2010.
The rights become exercisable by existing shareholders only when a
buyer has acquired 15 percent or more of the outstanding Common Stock of the
Company without the prior approval of the company's board of directors, or
following the announcement of a tender offer for 15 percent of the outstanding
Common Stock. If a person acquires 15 percent or more of the company's Common
Stock, each right (except those held by the acquiring person) will entitle the
holder to purchase shares of the company's Common Stock, having a market value
of twice the right's exercise price, or, in effect, at a 50 percent discount
from its then current market value.
If the company were acquired in a merger or similar transaction after a
person acquires 15 percent of the company's outstanding Common Stock, without
prior approval of the board of directors, each right would entitle the holder
(other than the acquirer) to purchase shares of the acquiring company having a
market value of twice the exercise price of the right, or, in effect, at a
discount of 50 percent. Until the acquisition by any person of 15 percent or
more of the company's Common Stock, the rights can be redeemed by the board of
directors for $.001 per right.
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Forward-looking statements contained herein are made pursuant to the
safe harbor provisions of the Private Litigation Reform Act of 1995. These
statements are based upon the Company's current expectations and judgments about
future developments in the Company's business. Certain important factors could
have a material impact on the Company's performance, including, without
limitation, delays in product development, delays in or increased costs of
production, delays in or lower than anticipated sales of the Company's new
products, delays in receiving parts or the ability to procure component parts,
and other factors discussed from time to time in the Company's filings with the
Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on forward-looking statements. The Company undertakes no obligation to
update such statements to reflect actual events.
APA Optics, Inc. designs, develops, manufactures and markets advanced
products for the fiber optic communications, optoelectronics and laser
industries, including dense wavelength division multiplex (DWDM) components,
ultraviolet (UV) detectors, nitride epitaxial layers and custom optics.
October 26, 2000
Contact: Anil K. Jain, CEO, APA Optics, 763-784-4995
Robert Ringstad, CFO, APA Optics, 763-784-4995
