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Peregrine Drafts Stockholder Rights Plan

Peregrine Drafts Stockholder Rights Plan

Titan Another Step Closer to Its Planned Spinoff of SureBeam Corp.

Cyberbucks by Mike Allen

Senior Staff Writer

Peregrine Systems’ board of directors apparently aren’t taking any chances of a possible hostile takeover.

Last week, the local software firm founded by John Moores adopted a stockholder rights plan “designed to assure that Peregrine stockholders receive fair and equal treatment in the event of any proposed takeover of the company.”

Peregrine’s stock has dropped to about $6 in recent weeks, below levels above $30 about a year ago, making it more vulnerable to a possible acquisition by an entity that might buy its shares at a relative discount.

“We want to make sure if there’s any sort of takeover, all the stockholders will receive fair value,” said Kate Patterson, Peregrine’s head of investor relations.

Under the plan, Peregrine will issue a dividend of one right for each share of its common stock held by shareholders of record as of March 12.

The rights would be exercisable in the event a third party acquires or announces a tender offer to gain 15 percent of the company’s stock.

Peregrine said the plan was not adopted in response to any specific attempt to acquire the company.

As of Dec. 31, 2001, Peregrine’s largest shareholders were Putnam Investments based in Boston, which owned 14.2 million shares or 7.4 percent; and FMR Corp., also of Boston, with 12.9 million shares or 6.7 percent. Moores owns 5.1 million, or 3.4 percent.

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Titan Buys SureBeam Debt: Titan Corp. took another step in its planned spinoff of SureBeam Corp. last week when it exchanged $75 million in debt for equity in its former subsidiary, which makes food irradiation equipment.

The company, whose machinery is also used by the Postal Service for electronically zapping letters possibly contaminated with anthrax, was spun out last year with about 20 percent of its stock issued.

Titan plans to issue the rest of the company’s shares to Titan’s shareholders as a tax-free dividend with each share of Titan yielding about 0.74 shares of SureBeam. The issue will occur soon, but the date hasn’t been set yet, said spokesman Will Williams.

Earlier this month, SureBeam said it shipped eight electron irradiation units to the Postal Service, and will book part of that revenue during this year. As of Dec. 31, the company said it had orders for systems totaling $58 million.

For 2001, SureBeam reported a net loss of $74.4 million or $1.36 per share, on revenues of $41.3 million, compared to a net loss of $1.4 million or 3 cents per share on revenues of $25.2 million in the prior year.

Traded on Nasdaq as SURE, it rose to $6.43 Feb. 20. Its 52-week range is $4.69 to $19.45.

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Wireless Drop: Wireless Facilities Inc., a San Diego telecom firm that designs and manages networks for wireless carriers, reported a net loss of $33.12 million for 2001, on revenues of $207.2 million, compared to a net profit of $38.8 million on revenues of $255.9 million in the prior year.

For the fourth quarter, Wireless Facilities reported a net loss of $10.4 million on revenues of $45 million compared to a net loss of $2.9 million on revenues of $54.8 million in the third quarter.

President Thomas Munro said while sales in the fourth quarter were close to what they were in the third, its international business fell sharply, especially in Mexico where carrier customers cut back on network spending.

WFII, which trades on Nasdaq and was above $20 about a year ago, has sunk below $5, and traded at $4.24 as of Feb. 20.

Munro was optimistic things would turn around in 2002, pointing to new contracts and the number of new proposals the company is seeing. Yet, things are so uncertain in telecom these days, the company declined giving any quarterly guidance in future sales or earnings estimates.

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Cyber-Clips: John Allen, vice president of finance and CFO for Cohu Inc., the San Diego-based maker of semiconductor test handling equipment, said he’s going to stay at his current job after all. Allen previously announced he was leaving for a similar job at Mission Research Corp. in Santa Barbara beginning in March. Cymer Inc., a San Diego based maker of lasers used by the semiconductor industry, closed a private placement of $250 million in convertible subordinated notes due in 2009. The company will use the funds for general purposes including working capital and to redeem outstanding debt of $147.3 million due in 2004. Cubic Corp. approved a regular semi-annual stock dividend of 19 cents per share to shareholders of record as of Feb. 18 payable March 16. At the company’s shareholder meeting, its board approved a 3-1 stock split that must be approved by shareholders at a special meeting that has not been set yet. Kintera Inc., the local provider of Internet marketing and fundraising services aimed at nonprofit organizations, said it won a complete legal victory in a trademark infringement lawsuit if filed against Convio Inc. The Texas company agreed to stop using a service it was selling called Friend2Friend, which Kintera said was too similar to its trademarked service called Friends Asking Friends.

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