Aetrium Adopts Tax Benefit Preservation Plan to Protect Its Net Operating Loss
Will Submit the Plan for Stockholder Approval at the 2014 Annual Meeting
ST. PAUL, Minn., Feb. 13, 2014 (GLOBE NEWSWIRE) -- Aetrium Incorporated
(Nasdaq:ATRM) today announced that its Board of Directors has adopted a Tax
Benefit Preservation Plan (the "Plan") designed to preserve the value of its
significant net operating loss carryforwards ("NOLs") in relation to the
potential limitations under Section 382 of the Internal Revenue Code. Aetrium
intends to seek stockholder approval of the Plan at its 2014 annual meeting of
Aetrium had federal NOLs totaling approximately $76 million as of December 31,
2012. Pursuant to U.S. federal income tax rules, Aetrium's use of those tax
assets could be substantially limited if the Company experiences an "ownership
change" (as defined in Section 382 of the Internal Revenue Code). In general,
an ownership change occurs if there is a cumulative change in Aetrium's
ownership by "5 percent shareholders" that increases by more than 50 percent
over the lowest percentage owned by such shareholders at any time during the
prior three years on a rolling basis. The Company noted that the Plan is
designed to serve the interests of all stockholders by helping to protect the
Company's ability to use its net operating losses to offset future tax
liabilities and is similar to plans adopted by many other public companies
with significant tax attributes.
Jeff Eberwein, Chairman of the Board of Directors, stated, "The Company has a
significant asset in its NOLs and the Board took this prudent step to protect
this asset. We hope to generate net income in the future and we want to be
able to utilize this valuable NOL-related tax asset to offset the tax
liabilities that will be created from that net income. The Plan is the latest
in a series of strategic initiatives that are designed to maximize value to
all our stockholders."
In connection with the adoption of the Plan, the Board of Directors has
declared a non-taxable dividend of one preferred share purchase right (a
"Right") for each outstanding share of Aetrium common stock to the Company's
stockholders of record as of the close of business on February 24, 2014. After
the Plan takes effect, any person or group that acquires beneficial ownership
of 4.99% or more of the Company's common stock without Board approval would be
subject to significant dilution in the ownership interest of that person or
group. Stockholders who currently own 4.99% or more of the outstanding shares
of Aetrium common stock will not trigger the preferred share purchase rights
unless they acquire additional shares.
The Rights expire on the earliest of (i) 5:00 p.m., New York time, on the date
that the votes of the stockholders of the Company, with respect to the
Company's 2014 Annual Meeting of Stockholders are certified, unless the
continuation of the Rights is approved by the affirmative vote of the majority
of shares of Common Stock present in person or represented by proxy and voting
on such matter at the Company's 2014 Annual Meeting of Stockholders (or any
adjournment or postponement thereof) duly held in accordance with the
Company's Bylaws and applicable law; (ii) 5:00 p.m., New York time, on
February 13, 2017; (iii) the time at which the Rights are redeemed or
exchanged under the Plan; (iv) the repeal of Section 382 or any successor
status and the Board's determination that the Plan is no longer necessary for
preservation of the Company's NOLs; or (v) the beginning of a taxable year of
the Company to which the Board determines that no NOLs may be carried forward.
The issuance of the Rights will not affect Aetrium's reported earnings per
share, nor is it taxable to Aetrium or its stockholders.
Additional information regarding the Plan will be contained in a Form 8-K and
in a Registration Statement on Form 8-A that Aetrium will file with the
Securities and Exchange Commission.
Aetrium, based in North St. Paul, Minnesota, is a supplier of handling
equipment used by the worldwide semiconductor industry to test ICs. The
company's products are used by customers to improve efficiency and provide
thermal environments for devices during test, including MEMS test
environments. Aetrium's common stock is publicly traded on the Nasdaq market
under the symbol ATRM. More information about Aetrium is available on the
internet at www.Aetrium.com.
Certain matters in this news release are forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected. Such risks and uncertainties include, but are
not limited to, adverse domestic or global economic conditions, slowing growth
in the demand for semiconductor devices, the volatility and cyclicality of the
microelectronics industry, changes in the rates of capital expenditures by
semiconductor manufacturers, progress of product development programs,
unanticipated costs associated with the integration or restructuring of
operations, and other risk factors set forth in the Company's SEC filings,
including its Form 10-K for the year ended December 31, 2012.
CONTACT: Paul Askegaard
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