Jamba Juice 2009 Annual Report Download - page 30
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Table of Contents
Our anti-takeover provisions may delay or prevent a change of control of us, which may adversely affect the price of our common stock.
Certain provisions in our corporate documents and Delaware law may delay or prevent a change of control of us, which could adversely affect the price
of our common stock. For example, we have adopted a stockholder rights plan, commonly known as a “poison pill,” which would make it difficult for
someone to acquire the Company without the approval of the Board of Directors. Also, the Company’s amended and restated certificate of incorporation and
bylaws include other anti-takeover provisions such as:
• Limitations on the ability of stockholders to amend its charter documents, including stockholder supermajority voting requirements;
• The inability of stockholders to act by written consent or to call a special meeting absent the request of the holders of a majority of the outstanding
common stock;
• Advance notice requirements for nomination for election to the board of directors and for stockholder proposals; and
• The authority of its board of directors to issue, without stockholder approval, “blank check” preferred stock.
The Company is also afforded the protections of Section 203 of the Delaware General Corporation Law which prevents it from engaging in a business
combination with a person who acquires at least 15% of its common stock for a period of three years from the date such person acquired such common stock,
unless board of directors or stockholder approval is obtained.
None.
The Company’s corporate headquarters is located at 6475 Christie Avenue, Emeryville, California. This facility is occupied under a lease for
approximately 36,000 square feet, at a cost of approximately $1.0 million per year and has a lease term that expires December 31, 2017.
The Company currently operates all of its stores under leases and typically signs five to 15 year leases. The Company does not intend to purchase real
estate for any of its sites in the future. The Company believes that the size and flexibility of its format provide it with a competitive advantage in securing sites.
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