LiveWire Mobile Shareholders Vote In Favor of Measure to Protect Significant Tax Asset and Other Annual Meeting Proposals
"All Stockholders Considering Owning 5% Must Contact the Company"
LITTLETON, Mass.--(BUSINESS WIRE)--LiveWire Mobile, Inc. (Pinksheets: LVWR - News), a world leader in ringback, mobile music and managed personalization services, today announced that certain restrictions on transfer of shares of its stock (the “NOL Protective Measures”) became effective today. These measures, designed to protect the Company’s significant tax net operating losses (“NOLs”), were approved by a majority of the stockholders who voted on the matter at the annual meeting on July 16, 2010 (the “Annual Meeting”).
LiveWire Mobile currently has significant Federal and State NOLs with potential value in tax savings over the next 15 years. The value of these NOLs could be significantly impaired unless the Company avoids potential transfers of its stock that could trigger such an “ownership change” under Section 382 of the Internal Revenue Code.
Under the new NOL Protective Measures, generally, shareholders must now comply with the following:
Any person, company or investment firm which wishes to become a “5% shareholder” of LiveWire Mobile, must first obtain a waiver from the Company’s board of directors.
Any person, company or investment firm which is already a “5% shareholder” of LiveWire Mobile cannot make any additional purchases of LiveWire Mobile stock without a waiver from the Company’s board of directors.
Stockholders of LiveWire Mobile who are not a “5% shareholder”, and do not wish to become a “5% shareholder”, do not need do anything at this time.
Because the ownership calculations can be complicated, LiveWire Mobile strongly urges that any stockholder contemplating owning more than 185,000 shares contact the Company before doing so.
The above is just a brief summary of the NOL Protective Measures. For more details please contact the Company for a complete copy of the NOL Protective Measures. We will also make available on our website a copy of the NOL Protective Measures set forth in our Fifth Restated Certificate of Incorporation filed with the state of Delaware on July 16, 2010.
At the Annual Meeting, the Company’s stockholders also approved: (i) the re-election of Jill C. Thoerle as a Class I Director with a term expiring in 2013, (ii) the LiveWire Mobile, Inc. 2010 Equity Incentive Plan, (iii) an amendment to the Company’s Fourth Restated Certificate of Incorporation reducing the number of shares of authorized capital stock from 128,000,000 to 12,800,000 shares, and (iv) certain other amendments to the Company’s Fourth Restated Certificate of Incorporation.
