DWRI Design Within Reach (MM)

Design Within Reach, Inc. (NASDAQ:DWRI) today announced that it has amended its stockholder rights plan to provide stockholders and interested parties with greater flexibility to confer with one another and make joint proposals to acquire the Company without triggering the rights.

The stockholder rights plan is designed to reduce the likelihood that a potential acquirer would gain control of the Company by open market accumulation or other coercive takeover tactics without paying a premium for the Company's shares. Subject to limited exceptions permitting specified stockholders to hold up to 17.5% of the Company�s outstanding shares, if any person or group acquires 15% or more of the outstanding shares of the common stock, there will be a triggering event under the rights plan causing substantial dilution to such person or group.

The amendment sets forth circumstances where stockholders may enter into an agreement, arrangement or understanding with one another solely for purposes of making a joint proposal before April 30, 2009 to acquire the Company without being treated as a group for purposes of applying the securities ownership thresholds of the stockholder rights plan. In addition, the amendment creates limited exceptions to the requirement that if the specified stockholders choose to own more than 15% but less than 17.5% of the Company�s outstanding shares, they must hold their shares as passive investors. The amendment allows such stockholders to make proposals to acquire the Company under circumstances specified in the amendment.

For more information regarding the rights plan amendment, please see the Company�s Current Report on Form 8-K filed today with the Securities and Exchange Commission and publicly accessible via the EDGAR database at www.sec.gov. A copy of the amendment is attached as an exhibit to the Form 8-K.

About Design Within Reach, Inc.

Design Within Reach, Inc., founded in 1998 and headquartered in San Francisco, California, offers the best in modern design. The company markets and sells its products to both residential and contract customers through over 68 retail Studios and two DWR: Tools for Living stores in the United States and Canada, online at www.dwr.com and via its San Francisco-based phone sales team at 1.800.944.2233.

Forward-Looking Statements

This press release includes forward-looking statements that reflect Design Within Reach�s judgment and involve risks and uncertainties as of the date of this release. Factors that could cause Design Within Reach�s actual results to differ materially from these forward-looking statements including the following: we have recently revised our corporate strategy and our new strategy may not be successful; if we fail to offer merchandise that our customers find attractive, the demand for our products may be limited; the expansion of our studio operations could result in increased expenses with no guarantee of increased revenues; we do not have long-term vendor contracts and as a result we may not have continued or exclusive access to products that we sell; our business depends, in part, on factors affecting consumer spending that are not within our control; recent turmoil in the credit markets and the financial services industry may negatively impact our business, results of operations, financial condition, liquidity or market price of our common stock; we are subject to various risks and uncertainties that might affect our ability to procure quality merchandise from our vendors or receive favorable payment terms from our vendors; we rely on catalog-based marketing, which could have significant cost increases and could have unpredictable results; we must manage our online business successfully or our business will be adversely affected; we have made and will continue to make certain systems changes that might disrupt our supply chain operations and delay financial results; management has identified material weaknesses in internal controls over financial reporting; our failure to implement and maintain effective internal controls in our business could have a material adverse effect on our business, financial condition, results of operations and stock price; we may need additional financing and may not be able to obtain additional financing on favorable terms or at all, which could increase our costs, limit our ability to grow and dilute the ownership interests of existing stockholders; we may not manage our inventory levels successfully; changes in the value of the U.S. dollar relative to foreign currencies and any failure by us to adopt and implement an effective hedging strategy could adversely affect our operating results; we rely on foreign sources of production, which subjects us to various risks; we may fail to timely and effectively obtain shipments of product from our vendors and deliver merchandise to our customers; we face intense competition and if we are unable to compete effectively, we may not be able to achieve and maintain profitability; and our operating and financial performance in any given period might not meet the guidance that we have provided to the public and other risks detailed in our reports and filings with the Securities and Exchange Commission, including our latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which is available at the SEC's website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein, and we caution you not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

Design Within Reach (MM) (NASDAQ:DWRI)
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