Rue 21 2012 Annual Report Download - page 24

In addition, our amended and restated certificate of incorporation will provide that the provisions of
Section 203 of the Delaware General Corporation Law, or the DGCL, that relate to business combinations with
interested stockholders will apply to us. Section 203 of the DGCL prohibits a publicly held Delaware corporation
from engaging in a business combination transaction with an interested stockholder for a period of three years after
the interested stockholder became such unless the transaction fits within an applicable exemption, such as board
approval of the business combination or the transaction which resulted in such stockholder becoming an interested
stockholder. The provisions of Section 203 of the DGCL may delay, prevent or deter a merger, acquisition, tender
offer or other transaction that might otherwise result in our stockholders receiving a premium over the market price
for their common stock.
Our amended and restated certificate of incorporation provides that the doctrine of corporate opportunity does
not apply to Apax Partners, funds advised by Apax Partners, or any of our directors who are employees of or
affiliated with Apax Partners, acting on Apax Partners’ behalf, or funds advised by Apax Partners, in a manner that
would prohibit them from investing or participating in competing businesses. To the extent they invest in such other
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.
Our stock price may fluctuate substantially as a result of variations in our actual or projected performance or
the financial performance of other companies in the retail industry. In addition, the stock market has experienced
price and volume fluctuations that have affected the market price of many retail and other stocks and that have often
been unrelated or disproportionate to the operating performance of these companies.
Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition
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 majority 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. These provisions could also discourage proxy contests
and make it more difficult for you and other stockholders to elect directors of your choosing.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We do not own any real property. Our principal executive office is located in an 84,000 square foot space in
Warrendale, Pennsylvania and is leased under a lease agreement expiring in 2021.
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