CERTAIN INFORMATION CONCERNING THE COMPANY Clause Samples
CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida corporation with its principal executive office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and its telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The Company develops, manufactures, markets and sells vitamins, nutritional supplements and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected consolidated financial information of the Company set forth below has been derived from the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1999 and its Quarterly Report on Form 10-Q for the six months ended February 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation. More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The financial information set forth below should be read in conjunction with such reports and documents filed with the SEC and all of the financial statements and related notes contained therein. These reports and other documents may be examined and copies thereof may be obtained from the SEC in the manner set forth below under "--Available Information." REXALL SUNDOWN, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) SIX MONTHS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST 31, AUGUST 31, 2000 1999 1999 1998 ------------ ------------ ---------- ---------- OPERATING DATA: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------...
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following information concerning the Company has been taken from or based on publicly available documents on file with the Commission, other publicly available information and information provided by the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any responsibility for, or makes any representation with respect to, the accuracy or completeness of such information or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers (including their compensation, stock options granted to them and shares held by them), the principal holders of the Company's securities, and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Compan...
CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or been taken from or based upon publicly available documents 11 and records on file with the Commission and other public sources. Neither Parent, Purchaser nor the Dealer Manager assumes any responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser or the Dealer Manager. The Company is a Delaware corporation and its principal executive offices are located at ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telephone (▇▇▇) ▇▇▇-▇▇▇▇. The Company has additional executive, operational and administrative offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Drive, Morristown, Tennessee 37813, telephone (▇▇▇) ▇▇▇-▇▇▇▇. The Company is the leading designer, manufacturer and distributor of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "▇▇▇▇ ▇▇▇▇▇▇" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care and other institutional markets. The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & ▇▇▇▇▇▇▇▇▇." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries, and approximately 200 standard products for the university, health care and other institutional markets. The majority of these products are supplied under special order and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe ...
CERTAIN INFORMATION CONCERNING THE COMPANY. 9 Certain Information Concerning Purchaser, ▇▇▇▇▇▇▇▇▇▇ and Holdings..................................... 10
CERTAIN INFORMATION CONCERNING THE COMPANY. Except as otherwise stated in this Offer to Purchase, the information concerning the Company contained herein has been taken from or is based upon reports and other documents on file with the SEC or otherwise publicly available. Although neither Purchaser nor Parent has any knowledge that would indicate that any statements contained herein based upon such reports and documents are untrue, neither Purchaser nor Parent takes any responsibility for the accuracy or completeness of the information contained in such reports and other documents or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but that are unknown to Purchaser or Parent.
CERTAIN INFORMATION CONCERNING THE COMPANY. The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained and inspected as described below under “Additional Information”) and should be considered in conjunction with the financial and other information in such filings and other publicly available information. None of Oracle, Parent or Purchaser has any knowledge that would indicate that any statements contained in this Offer to Purchase based on such filings and information are untrue. However, none of Oracle, Parent or Purchaser assumes any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such filings, or for any failure by the Company to disclose events that may have occurred or that may affect the significance or accuracy of any such information but which are unknown to Oracle, Parent or Purchaser.
CERTAIN INFORMATION CONCERNING THE COMPANY. CERTAIN INFORMATION CONCERNING THE PURCHASER AND THERMO ELECTRON...............................................
CERTAIN INFORMATION CONCERNING THE COMPANY. 13 9. Certain Information Concerning Purchaser And Parent .................................
CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning the Company set forth below and contained elsewhere in this Offer to Purchase is based on the Company's 1996 10-K, its September 30, 1997 10-Q, and publicly available documents and records on file with the Commission and other public sources. The Purchaser and its affiliates assume no responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Purchaser. The Company was incorporated in Iowa on December 10, 1984. The Existing Advisor is the Company's advisor, and certain of its affiliates render certain other services to the Company. The Company operates as a real estate investment trust under the Code. The Company's principal executive offices are located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. The Company's real estate investments consist of: 1) Corporate Center East, located in Bloomington, Illinois, 2) ▇▇▇▇▇▇▇▇▇ Business Center, located in Salt Lake City, Utah, 3) Southpoint Parkway Center, located in Jacksonville, Florida, and 4) a 50% undivided interest in Germantown Square Shopping Center, located in Louisville, Kentucky. The Purchaser currently intends to cause the Company to purchase the remaining interest in the Germantown property that is currently owned by LIICA. See Section 2. The selected financial information of the Company set forth below has been taken from the Company's 1996 10-K (and its Form 10-K for the fiscal year ended December 31, 1994) and its September 30, 1997 10-Q; such information has been derived from and should be read in conjunction with the audited financial statements and other financial information contained in the 1996 10-K and the 1996 Annual Report, and with the unaudited financial statements contained in the September 30, 1997 10-Q. Such financial information is qualified in its entirety by reference to such reports, respectively, and all of the financial statements and related notes contained therein respectively. Selected Financial Data (in thousands, except per share data) -------------------------------------------------------------------------------- Nine Months Ended For the Years September 30, Ended December 31, 1997 1996 1996 1995 1994 ------------- ------------ ----------- ----------- ----------- (unaudited) (unaudited) Operating Data: Total revenue .....
CERTAIN INFORMATION CONCERNING THE COMPANY. Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based upon publicly available documents and records on file with the Commission and other public sources. Although neither Parent nor Purchaser has any knowledge that would indicate that statements contained herein based upon such documents are untrue, neither Parent nor Purchaser assumes any responsibility for the accuracy or completeness of the information concerning the Company, furnished by the Company or contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent or Purchaser. According to the Company's Annual Report on Form 10-K for the fiscal year ended June 25, 1999 (the "Company's 10-K"), the Company designs, manufactures and markets integrated access products for telecommunications service providers. The Company entered the integrated access device ("IAD") equipment market in December 1991 with the introduction of the first of a family of integrated multiple access communications systems ("IMACS") products. The IMACS products are designed to enable public carriers to provide their business customers with flexible, cost-effective and reliable access to telecommunications services. The IMACS products provide access to numerous services, including plain old telephone service ("POTS"), Centrex, digital data networks ("DDN"), integrated services digital networks ("ISDN"), frame relay, and asynchronous transfer mode ("ATM") services. The IMACS platform allows carriers to offer a variety of value-added services, switching technologies and transmission technologies to their business customers through a single access device. In fiscal 1998, the Company introduced two new integrated access products, the SlimLine and the StreamLine, which address simpler, single T1 access applications, and, in fiscal 1999, the Company introduced the Q-155 broadband IAD that combines Synchronous Optical Network ("SONET")/Synchronous Digital Hierarchy ("SDH"), time division multiplexing ("TDM") and ATM technologies in a single platform. The Company's products are distributed and serviced worldwide primarily through strategic distribution relationships with significant telecommunications equipment vendors. The Company co...