Health Net 2006 Annual Report Download - page 22

In connection with the Rights Agreement, on July 27, 2006, our Board of Directors declared a dividend
distribution of one right (a “Right”) for each outstanding share of Common Stock, to stockholders of record at
the close of business on August 7, 2006 (the “Record Date”). Our Board of Directors also authorized the issuance
of one Right for each share of Common Stock issued after the Record Date and prior to the earliest of the
Distribution Date (as defined below), the redemption of the Rights and the expiration of the Rights and, in certain
circumstances, after the Distribution Date. Subject to certain exceptions and adjustment as provided in the Rights
Agreement, each Right entitles the registered holder to purchase from us one one-thousandth (1/1000th) of a
share of Series A Junior Participating Preferred Stock, par value $0.001 per share, at a purchase price of $170.00
per Right (the “Purchase Price”). The terms of the Rights are set forth in the Rights Agreement.
Rights will attach to all common stock certificates representing shares then outstanding and no separate
Rights certificates will be distributed. Subject to certain exceptions contained in the Rights Agreement, the
Rights will separate from the Common Stock on the date that is 10 business days following (i) any person,
together with its affiliates and associates (an Acquiring Person), becoming the beneficial owner of 15% or more
of the outstanding common stock, (ii) the commencement of a tender or exchange offer that would result in any
person, together with its affiliates and associates, becoming the beneficial owner of 15% or more of the
outstanding common stock or (iii) the determination by the Board of Directors that a person, together with its
affiliates and associates, has become the beneficial owner of 10% or more of the common stock and that such
person is an “Adverse Person,” as defined in the Rights Agreement (the earliest of such dates being called the
“Distribution Date”). The Rights Agreement provides that certain passive institutional investors that beneficially
own less than 20% of the outstanding shares of our common stock shall not be deemed to be Acquiring Persons.
The Rights will first become exercisable on the Distribution Date and will expire at the close of business on
July 31, 2016, unless such date is extended or the Rights are earlier redeemed or exchanged by us as described
below.
Subject to certain exceptions contained in the Rights Agreement, in the event that any person shall become
an Acquiring Person or be declared to be an Adverse Person, then the Rights will “flip-in” and entitle each holder
of a Right, other than any Acquiring Person or Adverse Person and such person’s affiliates and associates, to
purchase, upon exercise at the then-current exercise price of such Right, that number of shares of common stock
having a market value of two times such exercise price.
In addition, and subject to certain exceptions contained in the Rights Agreement, in the event that we are
acquired in a merger or other business combination in which the common stock does not remain outstanding or is
changed or 50% of the assets, cash flow or earning power of the Company is sold or otherwise transferred to any
other person, the Rights will “flip-over” and entitle each holder of a Right, other than an Acquiring Person or an
Adverse Person and such person’s affiliates and associates, to purchase, upon exercise at the then current
exercise price of such Right, such number of shares of common stock of the acquiring company which at the time
of such transaction would have a market value of two times such exercise price.
We may redeem the Rights at any time until the earlier of (i) 10 days following the date that any Acquiring
Person becomes the beneficial owner of 15% or more of the outstanding common stock and (ii) the date the
Rights expire, at a price of $.01 per Right. In addition, at any time after a person becomes an Acquiring Person or
is determined to be and Adverse Person and prior to such person becoming (together with such person’s affiliates
and associates) the beneficial owner of 50% or more of the outstanding Common Stock, at the election of our
Board of Directors, the outstanding Rights (other than those beneficially owned by an Acquiring Person, Adverse
Person or an affiliate or associate of an Acquiring Person or Adverse Person) may be exchanged, in whole or in
part, for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value
or economic rights as such shares.
The foregoing summary description of the Rights Agreement and the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is incorporated by reference to
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