Exhibit 99.1
NOT FOR IMMEDIATE RELEASE
Contact: Integrated Systems, Inc.
Investor Relations, 408/542-1570
ir@isi.com
Integrated Systems Adopts Shareholder Rights Plan
SUNNYVALE, Calif.--(BUSINESS WIRE)--Sept. 30, 1998--Integrated Systems,
Inc. (NASDAQ:INTS), today announced that its Board of Directors has adopted a
shareholder rights plan designed to protect the long-term value of the Company
for its shareholders during any future unsolicited acquisition attempt.
The plan is designed to give the Company's Board of Directors
sufficient time to study and respond to an unsolicited tender offer or other
attempted acquisition. Adoption of the plan was not made in response to any
specific attempt to acquire the Company or its shares, and the Company is not
aware of any current efforts to do so.
In connection with the plan, the Board declared a dividend of one
preferred share purchase right for each share of the Company's common stock
outstanding on October 15, 1998 (the "Record Date") and further directed the
issuance of one such right with respect to each share of the Company's common
stock that is issued after the Record Date, except in certain circumstances. The
rights will expire on September 30, 2008.
The rights are initially attached to the Company's common stock and
will not trade separately. If a person or a group acquires 20 percent or more of
the Company's common stock (an "Acquiring Person"), or announces an intention to
make a tender offer for the Company's common stock the consummation of which
would result in a person or group becoming an Acquiring Person, then the rights
will be distributed (the "Distribution Date") and will thereafter trade
separately from the common stock.
After the Distribution Date, each right may be exercised for 1/200th of
a share of a newly designated Series A Junior Participating Preferred Stock at
an exercise price of $55.00. The preferred stock has been structured so that the
value of 1/200th of a share of such preferred stock will approximate the value
of one share of common stock.
Upon a person becoming an Acquiring Person, holders of the rights
(other than the Acquiring Person) will have the right to acquire shares of the
Company's common stock at a substantially discounted price.
Additionally, if a person becomes an Acquiring Person and the Company
is acquired in a merger or other business combination, or 50 percent or more of
its assets are
sold in a transaction with an Acquiring Person, the holders of rights (other
than the Acquiring Person) will have the right to receive shares of common stock
of the acquiring corporation at a substantially discounted price.
After a person has become an Acquiring Person, the Company's Board of
Directors may, at its option, require the exchange of outstanding rights (other
than those held by the Acquiring Person) for common stock at an exchange ratio
of one share of the company's common stock per right.
The Board may redeem outstanding rights at any time prior to a person
becoming an Acquiring Person at a price of $0.001 per right. Prior to such time,
the terms of the rights may be amended by the Board.
Integrated Systems, Inc. is a leading worldwide provider of embedded
operating software and simulation and control design tools for the
telecommunications/data communications, automotive, multimedia, entertainment,
office/retail automation, Internet, aerospace and industrial automation
industries. Its software helps manufacturers bring higher quality, more fully
featured products to market faster. The Company's business model is based on the
sale of software development licenses for creating new products followed by
runtime licenses for products using its embedded operating software. Sales and
services offices are located worldwide in Asia, Europe and North America.
Additional information about the Company is available at its Website:
http://www.isi.com.