Alloy to Seek Stockholder Approval for Reverse Stock Split; Reverse Split Contingent on Spinoff of dELiA*s, Inc.
17 Ottobre 2005 - 10:45PM
Business Wire
Alloy, Inc. (Nasdaq: ALOY), a media, marketing services, direct
marketing and retail company primarily targeting the Generation Y
population, today announced that its board of directors has
authorized the Company to seek stockholder approval for a reverse
stock split. The reverse split is contingent on the spinoff of
Alloy's dELiA*s, Inc. merchandising and retail business. While the
board currently contemplates effecting a reverse split at a one for
four ratio, i.e., every four shares of Alloy, Inc. common stock
will be combined into one share of Alloy, Inc. common stock,
stockholder approval is being sought to effect a reverse stock
split at a one for two, one for three or one for four ratio, giving
the board the flexibility to determine the ultimate split ratio
that is in the best interests of the Company and its stockholders.
Alloy does not intend to issue any fractional shares in connection
with the reverse stock split and stockholders holding fractional
shares will be entitled to a cash payment equal to the fraction to
which such stockholders would otherwise be entitled multiplied by
the closing price of the Alloy, Inc. common stock on the last
trading day before the reverse split effective date. Assuming
stockholder approval for the reverse stock split is obtained, it is
currently anticipated that the reverse stock split would be
implemented shortly after the dELiA*s, Inc. spinoff is completed.
However, even in the event that stockholder approval of the reverse
stock split is obtained and the Alloy board authorizes effecting
the spinoff, the reverse split will be implemented only at such
time the board determines in its discretion that such reverse split
is in the best interests of Alloy and its stockholders. The
intended primary purposes of the reverse stock split are to
counteract any decrease in our stock price resulting from the
spinoff and to increase our common stock price to a level more
appealing for investors. The reverse stock split will not affect
the number of Alloy, Inc.'s authorized common or preferred shares.
About Alloy, Inc. Alloy, Inc. is a media, marketing services,
direct marketing and retail company primarily targeting Generation
Y, a key demographic segment comprising the more than 60 million
boys and girls in the United States between the ages of 10 and 24.
Through Alloy Media + Marketing, Alloy, Inc.'s media and marketing
services unit, marketers can connect with the Generation Y audience
through a host of advertising and marketing programs incorporating
Alloy, Inc.'s media and marketing assets such as direct mail
catalogs, college and high school newspaper representation
relationships, websites, school-based media boards, college guides,
and sponsored on- and off-campus events. For further information
regarding Alloy, Inc. please visit our website (www.alloyinc.com)
and click on "Investor Relations". About dELiA*s, Inc. dELiA*s,
Inc. is a direct marketing and retail company comprised of three
lifestyle brands primarily targeting consumers between the ages of
12 and 19, a demographic that is among the fastest growing in the
United States. Its brands - dELiA*s, Alloy and CCS - were formerly
part of Alloy, Inc.'s Alloy Merchandising Group and are
well-established, differentiated lifestyle brands that generate
revenue by selling apparel, accessories, footwear, room furnishings
and action sports equipment predominantly to teenage consumers
through direct mail catalogs, websites and, for dELiA*s, mall-based
specialty retail stores. Note to Stockholders This information is
not a substitute for the proxy statement that Alloy will file with
the Securities and Exchange Commission (SEC) with respect to the
special meeting to authorize the reverse stock split. Investors are
urged to read that document when it becomes available because it
will contain important information. The proxy statement and other
documents filed by Alloy with the SEC will be available free of
charge at the SEC's website (www.sec.gov) and from Alloy at its
corporate website (www.alloyinc.com). Alloy, Inc., its directors
and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the
reverse stock split. Information concerning Alloy's directors and
executive officers can be found in the documents filed by Alloy
with the SEC. All holders of Alloy common stock, including
directors and executive officers of the Company, will receive equal
treatment in the reverse stock split. Additional information
regarding the participants in the solicitation will be contained in
the proxy statement. This document includes certain
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 that are based on our
current beliefs and expectations about the reverse stock split. The
proposed reverse stock split is subject to a number of
uncertainties, conditions and approvals, including, without
limitation, the above described stockholder approval of such
action, and the completion of the proposed spinoff of dELiA*s, Inc.
There can be no assurance that the reverse stock split will be
completed as described, or if it is completed, that it will have
the intended effects.
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