Special Diversified Opportunities Extends Section 382 Rights Agreement

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Special Diversified Opportunities, Inc. (OTC: SDOI) has extended its Section 382 Rights Agreement.  The Agreement was set to expire April 27, 2017.  However, the company’s Board of Directors approved an amendment to extend the expiration date to October 27, 2017. SDOI-FORM-8K-1.pdf

The Agreement was put in place to preserve $20.1 million in future tax net operating losses that would be limited if the company had an “ownership change”. An “ownership change” will have occurred if, over a 3-year testing period, there has been an aggregate increase of 50 percentage points or more in the percentage of stock owned by 1 or more 5-percent shareholders.

The net operating loss carryforwards can be used to offset future taxable income and so reduce federal income tax liability.

The Section 382 Rights Agreement is intended to act as a deterrent to any person (an “Acquiring Person”) acquiring (together with all affiliates and associates of such person) beneficial ownership of 4.99% or more of the Company’s outstanding common stock within the meaning of Section 382 of the Code, without the approval of the Board of Directors. Stockholders who beneficially own 4.99% or more of the Company’s outstanding common stock as of the Rights Dividend Declaration Date will not be deemed to be an Acquiring Person, but such person will be deemed an Acquiring Person if such person (together with all affiliates and associates of such person) becomes the beneficial owner of securities representing a percentage of the Company’s common stock that exceeds by 1.0% or more the lowest percentage of beneficial ownership of the Company’s common stock that such person had at any time since the Rights Dividend Declaration Date.

 

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