Dissident stockholders ‘outraged’ at Surge ‘poison pill’ tactic
Dissident stockholders at Surge Components Inc. in a government filing Tuesday, Oct. 11, 2016, said they are "shocked and outraged" that the board of directors has adopted a "poison pill" that seeks to cap share purchases. Credit: Newsday / John Paraskevas
Dissident stockholders at Surge Components Inc. said in a government filing Tuesday they are “shocked and outraged” that the board of directors has adopted a “poison pill” that seeks to cap share purchases.
A poison pill is a financial tactic used to avert takeovers deemed hostile by the board of directors.
A spokesman for Deer Park-based Surge, who referred to the measure as a shareholder rights plan, said it was necessary to preserve the company’s ability to claim tax deductions estimated at more than $10 million based on past operating losses.
Shares of Surge rose three percent to close at $1.05 in over-the-counter trading Tuesday.
Two dissident shareholders who together hold more than 20 percent of the outstanding shares have formed Concerned Stockholders of Surge Components Inc. and are calling for the sale of the company, which supplies electronic components to the energy, automotive and computer industries.
Last month, the dissidents, Michael Tofias and Bradley Rexroad, filed a proxy statement with the Securities and Exchange Commission seeking board seats at the company’s annual meeting, expected to be held in November.
The company’s proxy filing called for shareholders to reject Rexroad and Tofias and vote for the company slate.
The statement by the dissident group followed a news release Friday by the Surge board announcing the shareholder rights plan. Surge is seeking shareholder approval of the plan at the annual meeting.
The Surge spokesman said Tuesday that the tax write-off that the the shareholder rights plan seeks to preserve is “substantial” for a company with a $10 million stock market capitalization.
The spokesman said the plan “protects the company as well as the interests of all shareholders.”
Surge’s board said that its ability to claim the tax losses “would be substantially limited” in the event of an ownership change.
To avert a takeover, the board declared a dividend of one share of preferred stock for each share of common stock “if a person or a group acquires 4.99 percent or more of Surge common stock.” The issuance of preferred stock to existing shareholders would make a takeover more expensive.
The company said the plan “will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the board.”
The dissident group, in its SEC filing, dismissed the claim that the plan is aimed at protecting operating losses, and said the board has “utter disregard” for stockholders.
The shareholder group Tuesday declined to comment beyond its latest filing.
Mitchell Goldberg, president of Melville-based investment advisory firm ClientFirst Strategy Inc., said that activist investors “are on the prowl more than ever.”
Ken Schachter covers corporate news, including technology and aerospace, and other business topics for Newsday. He has also worked at The Miami Herald and The Jerusalem Post.
