Alloy Stockholders Approve Reverse Stock Split; Alloy Board Authorizes One for Four Reverse Split
12 Gennaio 2006 - 10:10PM
Business Wire
Alloy, Inc. ("Alloy") (NASDAQ: ALOY) today announced that, at a
special meeting of its stockholders held earlier today, more than a
majority of the company's outstanding shares voted in favor of
authorizing the Alloy Board of Directors to amend the company's
restated certificate of incorporation to effect, at the Board's
discretion, a one for two, one for three or one for four reverse
stock split. Subsequent to the special stockholder meeting, the
Alloy Board of Directors approved implementing a one for four
reverse split of the issued and outstanding shares of Alloy's
common stock. The Board authorized the company to implement such
reverse stock split as soon as practical; the company anticipates
that the reverse split will be effective within the next three
weeks. Upon the effectiveness of the reverse stock split, every
four shares of Alloy common stock will be converted and
reclassified as one share. Alloy does not intend to issue any
fractional shares in connection with the reverse stock split.
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
common stock on the trading day immediately preceding the reverse
split effective date. After giving effect to the reverse split,
Alloy will have approximately 11.6 million shares outstanding. The
reverse split will affect all shares of Alloy's common stock,
including those shares underlying stock options, warrants and
convertible debentures outstanding immediately prior to the reverse
split effective date. About Alloy, Inc. Alloy, Inc., under the
banner of Alloy Media + Marketing (AM+M), is a media and marketing
services company that primarily targets Generation Y, a key
demographic segment comprising more than 60 million boys and girls
in the United States between the ages of 10 and 24. AM+M is one of
the largest providers of directed media and promotional marketing
programs toward this important demographic. Working with AM+M,
marketers connect with their intended audience through a host of
advertising and marketing programs incorporating Alloy's wide
ranging media and marketing assets, expertise and relationships
including direct mail catalogs, college and high school newspapers,
web sites, display media boards, college guides, and promotional
events. For further information regarding Alloy, please visit our
corporate website at (www.alloyinc.com). This announcement may
contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding our
expectations and beliefs regarding our future results or
performance. Because these statements apply to future events, they
are subject to risks and uncertainties. When used in this
announcement, the words "anticipate", "believe", "estimate",
"expect", "expectation", "project" and "intend" and similar
expressions are intended to identify such forward-looking
statements. Our actual results could differ materially from those
projected in the forward-looking statements. Additionally, you
should not consider past results to be an indication of our future
performance. Factors that might cause or contribute to such
differences include, among others, our ability to: increase
revenues; generate high margin sponsorship and multiple revenue
streams; develop our sales and marketing teams and capitalize on
these efforts; develop commercial relationships with advertisers
and the continued resilience in advertising spending to reach the
teen market; manage the risks and challenges associated with
integrating newly acquired businesses; and identify and take
advantage of strategic, synergistic acquisitions and other revenue
opportunities. Other relevant factors include, without limitation:
our competition; seasonal sales fluctuations; the uncertain
economic and political climate in the United States and throughout
the rest of the world, and the potential that such climate may
deteriorate further; and general economic conditions. For a
discussion of certain of the foregoing factors and other risk
factors see the "Risk Factors That May Affect Future Results" set
forth in Alloy's filings with the Securities and Exchange
Commission. We do not intend to update any of the forward-looking
statements after the date of this announcement to conform these
statements to actual results, to changes in management's
expectations or otherwise, except as may be required by law.
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