Rue 21 2010 Annual Report Download - page 31

businesses, Apax Partners or funds advised by Apax Partners may have differing interests than our other
stockholders.
Our stock price may be volatile or may decline regardless of our operating performance or other factors.
Shares of our common stock were sold in our initial public offering in November 2009 at a price of $19.00 per
share, and our common stock has subsequently traded as high as $37.63 during the period from our initial public
offering to January 29, 2011. There can be no assurance that the market price of our common stock will not continue
to fluctuate The market price of our common stock may fluctuate substantially in response to a number of factors,
most of which we cannot control.
In addition, the stock markets, and in particular The NASDAQ Global Select Market, have experienced
extreme price and volume fluctuations that have affected and continue to affect the market prices of equity
securities of many retail companies. In the past, stockholders have instituted securities class action litigation
following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs
and our resources and the attention of management could be diverted from our business.
Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisi-
tion attempts for us that you might consider favorable.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions
that may make the acquisition of our company more difficult without the approval of our board of directors. These
provisions:
• establish a classified board of directors so that not all members of our board of directors are elected at one
time;
• authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares
of which may be issued without stockholder approval, and which may include super voting, special approval,
dividend, or other rights or preferences superior to the rights of the holders of common stock;
• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a
meeting of our stockholders;
• provide that the board of directors is expressly authorized to make, alter, or repeal our amended and restated
bylaws; and
• establish advance notice requirements for nominations for elections to our board of directors or for
proposing matters that can be acted upon by stockholders at stockholder meetings.
These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a
transaction involving a change in control of our company, even if doing so would benefit our stockholders. These
provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect
directors of your choosing and to cause us to take other corporate actions you desire.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We do not own any real property. Our principal executive office is located in Warrendale, Pennsylvania and is
leased under a lease agreement expiring in 2017, with an option to renew for an additional five-year term. The
60,633 square foot space includes two state-of-the-art simulated stores that provide a forum for planning, visual and
marketing concepts prior to their execution in our stores. We are undergoing an expansion of our executive offices to
support our growth, and will be adding approximately an additional 23,000 square feet by the end of 2011.
Our 189,600 square foot distribution facility is located in Weirton, West Virginia. Our distribution facility is
leased under a lease agreement expiring in 2012, with an option to renew for an additional five-year term. We are re-
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