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EXHIBIT 20.1.
[HYPERION SOFTWARE LOGO]
777 Long Ridge Road
Stamford, CT 06902
Tel 203-321-3500
Fax 203-322-3904
FOR IMMEDIATE RELEASE CONTACT: Lucy Ricciardi
- --------------------- Michael Manto
HYPERION SOFTWARE ANNOUNCES TWO-FOR-ONE STOCK SPLIT
AND ADOPTS STOCKHOLDERS RIGHTS PLAN
STAMFORD, Conn., November 20, 1995--Hyperion Software Corporation
(NASDAQ: HYSW), a leading provider of client/server financial management
solutions to large organizations worldwide, today announced that its board of
directors approved a two-for-one stock split of the company's common stock. The
directors also adopted a Stockholder Rights Plan in which preferred stock
rights will be distributed as a rights dividend at the rate of one right for
each share of common stock held as of the close of business on December 1,
1995.
The stock split is payable in the form of a stock dividend.
Accordingly, all stockholders of record at the close of business on December 1,
1995 will receive one additional share for each share owned as of that date.
The additional shares will be distributed to stockholders on or about December
15, 1995. Upon completion of the stock split, Hyperion will have approximately
16.4 million shares of common stock outstanding. The company believes that the
stock split will further improve trading liquidity and broaden ownership of its
common stock.
The Rights Plan is designed to deter coervice or unfair takeover
tactics and to prevent an acquirer from gaining control of Hyperion without
offering a fair price to all of the company's stockholders. The plan was not
adopted by the board in response to any specific offer or threat, but rather is
intended to protect the interests of stockholders in the event the company is
confronted in the future with coercive or unfair takeover tactics. Similar
plans have been adopted by over 1,000 public companies.
Each right will entitle holders of Hyperion common stock to buy one
share of Series A Junior Participating Preferred Stock of the company at an
exercise price of $150 after giving effect to the two-for-one stock split. The
rights will be exercisable only if a person or group acquires more than 15% of
the common stock, or announces a tender or exchange offer which would result in
its ownership of 15% or more of the common stock, or a person owning 10% or
more of the common stock is determined by the board to be an Adverse Person, as
defined in the Rights Plan.
- more -
IMRS is now Hyperion Software
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Hyperion Software Announces Stock Split and Rights Plan--Page 2
If any person or group becomes the beneficial owner of 20% or more of
the common stock except pursuant to a tender offer for all shares at a price
that a majority of the independent directors determines to be fair; a
more-than-15% stockholder engages in a merger with the company in which the
company survives and its common stock remains outstanding and unchanged;
certain other self-dealing events involving the company and a more-than-15%
stockholder occur; or, under certain circumstances, the board determines a 10%
or more stockholder to be an Adverse Person, each right not owned by such
person or related parties will entitle its holder to purchase, at the then
current exercise price of the right, common stock of Hyperion Software (or, in
certain circumstances, a combination of cash, property, common stock or other
securities or a reduction in the exercise price) having a value of twice the
right's exercise price. In such circumstances, the company may also exchange
one share of common stock for each right outstanding. In addition, if the
company is involved in a merger or other business combination transaction with
another person in which its common stock is changed or converted, or sells or
transfers more than 50% of its assets or earning power to another person, each
right that has not previously been exercised will entitle its holder to
purchase, at the then current exercise price of the right, shares of common
stock of such other person having a value of twice the right's exercise price.
The company can, in certain circumstances, redeem the rights at $.01
per right. The rights will expire on November 17, 2005, unless earlier
redeemed or exchanged.
Details of the Stockholder Rights Plan are outlined in a letter which
will be mailed to all stockholders.
Hyperion Software, with $147 million in sales for the 12-month period
ended September 1995, develops, markets and supports complete financial
management and accounting solutions for large, multinational corporations. The
company's client/server products include accounting, management reporting,
financial consolidation, budgeting, and information access software. With more
than 2,400 corporate customers, Hyperion Software is ranked second in the
client/server accounting market by IDC, a leading provider of market research
on the worldwide information technology market. Hyperion Software customers
include 65 percent of the Fortune 100 and over 50 percent of the Fortune 500
companies. A winner of the Inc./MCI Positive Performer's 1995 National Award,
Hyperion Software is known for its exceptional customer service. Hyperion
Software is headquartered in Stamford, Connecticut.
# # #
Hyperion, Financial Intelligence, Executive Forum, IMRS, Micro Control and
OnRequest are registered trademarks and Hyperion Financials, Hyperion
Enterprise, Hyperion Pillar, Hyperion Analyst, Hyperion Connect, Hyperion
Retrieve, Hyperion Reporting, Hyperion Forms, Hyperion OnTract, Hyperion OLAP,
Hyperion Ledger, Hyperion Payables, Hyperion Admin, Hyperion Tools, Hyperion
Purchasing, Hyperion Receivables, Hyperion Assets, Hyperion Software and
LedgerLink are trademarks of the company. FYPlan and Pillar are registered
trademarks and FYControl is a trademark of Hyperion Software, Pillar Group,
Inc., a wholly-owned subsidiary of the company. All other trademarks and
company names mentioned are the property of their respective owners.