DALLAS, June 27 /PRNewswire-FirstCall/ -- SOURCECORP, Incorporated
(Nasdaq: SRCP) announced that on June 24, 2005, its Board of Directors has
adopted certain amendments to its Amended and Restated By-Laws and adopted a
Stockholders' Rights Plan. The By-Law amendments help ensure that all
stockholders and the Board of Directors have adequate time and information to
assess and react to any proposals that are made by establishing advance
notice, information and other procedural requirements with respect to
stockholder action by written consent and at any stockholder meeting. The
amendments also clarify procedures related to the setting of record dates and
adjournment of meetings and eliminate the ability of stockholders to call a
special meeting.
The Stockholders' Rights Plan is designed to help ensure that
all SOURCECORP stockholders receive fair and equal treatment in the event of
an attempted takeover and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of SOURCECORP to the
detriment of stockholders.
The Company's Board of Directors has determined that the Stockholders'
Rights Plan is a sound and reasonable way to safeguard stockholders' interests
and that the Stockholders' Rights Plan will not prevent an acquisition
of SOURCECORP that is fair to and in the best interests of all SOURCECORP
stockholders. Rather, it gives the Board of Directors the leverage it needs
to help maximize the stockholder value in the event of a takeover attempt.
Under the Rights Plan, each holder of SOURCECORP common stock, after the
close of business on July 4, 2005, will receive a dividend distribution of one
Right for each share of SOURCECORP common stock held. Each Right entitles
stockholders to buy 1/1000th of a share of Series A Participating Preferred
Stock of the Company at an exercise price of $90.00, subject to adjustment in
certain circumstances. Each preferred share fraction is designed to be
equivalent in voting and dividend rights to one share of common stock.
The Rights will be exercisable and will trade separately from the shares
of common stock only if a person or group, with certain exceptions, acquires
15% or more of SOURCECORP's common stock or commences a tender or exchange
offer that would result in such person or group owning 15% or more
of SOURCECORP's common stock. Prior to that, the Rights will not trade
separately from the common stock. The Company may redeem the Rights for
$0.001 per Right prior to the time any person or group acquires 15% or more
of SOURCECORP's common stock. All Rights expire on June 24, 2015.
If any person or group acquires 15% or more of SOURCECORP's common stock
(other than pursuant to a tender or exchange offer for all common stock at a
price and on terms approved by the Board of Directors), each Right will
entitle its holder to purchase, at the Right's exercise price, common stock
of SOURCECORP having a market value of twice the Right's exercise price. This
amounts to the right to buy SOURCECORP common stock at half price. Rights
owned by the party triggering the exercise of Rights will not be exercisable.
In addition, if, after any person or group has become a 15%-or-more
stockholder, SOURCECORP is involved in a merger or other business combination
transaction with another person in which its shares of common stock are
changed or converted, or sells 50% or more of its assets or earning power to
another person, each Right will entitle its holder to purchase, at the Right's
exercise price, shares of common stock of such other person having a market
value of twice the Right's exercise price.
Details of the Stockholders' Rights Plan will be mailed to stockholders.
The Amended and Restated By-Laws will be posted to SOURCECORP's website.
About SOURCECORP(R)
SOURCECORP, Incorporated provides business process outsourcing solutions
and specialized high value consulting services to clients throughout the
U.S. SOURCECORP focuses on business processes in information-intensive
industries including commercial, financial, government, healthcare, and legal.
Headquartered in Dallas, the Company serves clients throughout the United
States through a network of locations in the U.S., Mexico and India.
SOURCECORP is a component of both the S&P SmallCap 600 Index and the
Russell 2000 Index. The Company has been cited among the Top 100 Hot Growth
Companies by BusinessWeek magazine (2001). SOURCECORP has also been
recognized twice by Forbes magazine as one of the 200 Best Small Companies
(1998, 1999), based on return equity, sales growth, and EPS growth, and by
FORTUNE magazine as one of America's 100 Fastest Growing Public Companies
(1999).
For more information about SOURCECORP's solutions, including case-study
examples, visit the SOURCECORP website at http://www.sourcecorp.com .
The statements in this press release, which are not historical fact, are
forward-looking statements that involve risks and uncertainties, which could
cause actual results to differ materially from such forward-looking
statements. These forward-looking statements include, but are not limited to,
any financial estimates, projections, and estimates of future contract values
included in this press release. The aforementioned risks and uncertainties
include, without limitation, the risks of integrating our operating companies,
of the timing and magnitude of technological advances, of the occurrences of a
diminution in our existing customers' needs for our services, of a change in
the amount companies outsource business processes, of the impact to margins
resulting from a change in revenue mix as well as the risks detailed
in SOURCECORP's filings with the Securities and Exchange Commission, including
without limitation, those detailed under the heading "Risk Factors" in the
Company's most recent annual report on Form 10-K. SOURCECORP disclaims any
intention or obligation to revise any forward-looking statements, including
financial estimates, whether as a result of new information, future events, or
otherwise, except as required by law.
SOURCE SOURCECORP
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Related links:
http://www.srcp.com
CONTACT:
Barry Edwards, Chief Financial Officer of
SOURCECORP, +1-214-740-6690, or barryedwards@srcp.com
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