Directed Electronics' Executives Adopt 10b5-1 Stock Trading Plans
VISTA, Calif., Sept. 6 -- Directed Electronics, Inc. today announced that several members of the Company's executive team have adopted individual pre-arranged trading plans in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, and the Company's policies and procedures on stock transactions by officers, directors and employees.
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The pre-arranged stock trading plans were adopted in order to allow management to sell a portion of their shares of common stock over time as part of their long-term strategies for individual asset diversification and liquidity. The executives will not have any discretion or control over the timing of stock sales under the plans. The transactions under the plans will be disclosed publicly as they occur through filings on Form 4 with the Securities and Exchange Commission.
Jim Minarik, President and Chief Executive Officer, and John Morberg, Chief Financial Officer, will not be putting 10b5-1 Plans in place or selling shares at this particular time. This decision does not preclude them from selling shares in the future.
The individual executives who have adopted 10b5-1 Plans will be selling shares at various times over the next nine months and the sales under each plan are subject to certain prearranged minimum sale prices. The percentage of shares that will be sold through these plans, per executive, range from 14% to 34% of the shares owned by the executives plus the shares deliverable to the executives pursuant to restricted stock units.
The executives adopting plans are Kevin Duffy, Senior Vice President -- Strategy and Corporate Development, Glenn R. Busse, Senior Vice President -- Sales and Marketing, Richard J. Hirshberg, Vice President -- Internal Audit and Compliance, Mark E. Rutledge, Senior Vice President -- Engineering and Product Development, and K.C. Bean, Vice President and General Counsel.
Rule 10b5-1 permits insiders who are unaware of material, nonpublic information to adopt pre-arranged written agreements for trading securities in a non-discretionary manner.
About Directed Electronics, Inc.
Headquartered in Vista, California, Directed Electronics is the largest designer and marketer of consumer branded vehicle security and convenience systems in the United States based on sales. Directed also markets and sells certain SIRIUS-branded satellite radio receivers and accessories, with exclusive distribution rights for such products to Directed's existing U.S. retailer customer base. Directed is also a major supplier of home audio, mobile audio and video. Its broad portfolio of security products, including remote start, hybrid systems, GPS tracking, and navigation, are sold under leading brands including Viper(R), Clifford(R), Python(R), and Astroflex(R). In the home audio market, Directed designs and markets award-winning Definitive Technology(R) premium loudspeakers. Directed's mobile audio and video products include speakers, subwoofers, amplifiers, video screens and digital media players, sold under its Orion(R), Precision Power(R), Directed Audio(R), Xtreme(R) Directed Video(R), Directed Mobile Media(R) and Automate(R) brand names. Directed was founded in 1982 and, with sales of $305 million in 2005, markets its broad portfolio of products through many channels including leading retailers and specialty chains throughout North America and around the world.
Forward-Looking Statements
Certain statements in this news release that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by the use of terms such as "may," "should," "might," "believe," "expect," "anticipate," "estimate" and similar words, although some may be expressed differently. Forward-looking statements in this release include, but are not limited to, statements as to expected stock sales. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results of Directed to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors include competition in the consumer electronics industry, development of new products and changing demand of customers, reliance on certain key customers, adverse developments affecting SIRIUS Satellite Radio, challenge of the Company's pricing and promotional practices, reliance on certain manufacturers and their ability to maintain satisfactory delivery schedules, disruption in supply chain, shortages of components and materials, disruption in imports, quality installation of products by customers, significant product returns or product liability claims, compliance with various state and local regulations, remediation of any internal control deficiencies and identified material weaknesses in internal control over financial reporting, risks with international operations, integration of acquired businesses, claims related to intellectual property, ability to service debt obligations, disruption in distribution centers, decline in consumer spending, outcome of existing litigation, dependence on senior management, and ability to realize on investments made in the business. Certain of these factors, as well as various additional factors, are discussed from time to time in the reports filed by Directed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K. Directed disclaims any intent or obligation to update these forward-looking statements.
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