Cost-U-Less Announces Proposed Corporate Governance Change and Quarterly Webcast Plans
August 21 2006 - 9:00AM
Business Wire
Cost-U-Less, Inc. (the "Company") (Nasdaq:CULS) today reported that
its Board of Directors (the "Board") has, as part of its ongoing
review of the Company's corporate governance, approved certain
actions it believes will improve corporate governance and
shareholder communications. At its August 2, 2006, meeting, the
Board approved a proposed amendment to the Company's articles of
incorporation to require, in place of existing two-thirds
supermajority vote and "continuing director" approval requirements,
only a simple majority vote of outstanding shares to approve
business combinations, amendments to the Company's bylaws, and most
amendments to the Company's articles of incorporation. The Board
indicated its intention to place the proposed amendment to the
articles of incorporation on the agenda for the Company's next
annual meeting of shareholders, expected to be held in May of 2007,
and to recommend that shareholders approve the amendment at that
time. Under the Company's existing articles of incorporation, the
affirmative vote of two-thirds of the outstanding shares will be
required in order to approve the proposed amendment. The Company
intends to engage a proxy solicitation firm to assist it in
obtaining the required approval. In addition, the Board approved a
new policy of holding quarterly webcasts following the release of
its quarterly and annual financial results. The first of these
webcasts is expected to be scheduled for November 2006, following
the announcement of financial results for the third fiscal quarter.
Further details on this webcast will be released at a later time.
Cost-U-Less currently operates eleven stores in the Caribbean and
Pacific region: U.S. Virgin Islands (2), Netherlands Antilles (2),
Hawaiian Islands (2), California (1), Guam (2), American Samoa (1),
and Republic of Fiji (1). The Company builds its business through
delivering high-quality U.S. and local goods, progressive
merchandising practices, sophisticated distribution capabilities,
and superior customer service, primarily to island markets.
Additional information about Cost-U-Less is available at
www.costuless.com. This press release contains statements that are
forward-looking. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such statements, including the Company's plans to submit
certain proposed articles amendments for shareholder approval, are
based on the Company's present intentions but are subject to
various risks and uncertainties that could cause actual results to
differ materially from those anticipated, including the possibility
that the Company's board of directors could determine not to submit
any amendment to the Company's articles of incorporation for
shareholder vote or to hold quarterly webcasts due to future
conditions, strategic circumstances or material, non-public
information; and the possibility that the Company may be unable to
obtain the requisite two-thirds approval from its shareholders with
respect to any amendment to the Company's articles of
incorporation. Other risks and uncertainties affecting the
Company's plans and expectations generally are also detailed in the
Company's filings with the SEC.
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