Auxer Further Discusses Reverse Stock Split and Offer of Stock Conversion.Business Editors TRAVERSE CITY, Mich.--(BUSINESS WIRE)--May 20, 2003 THE AUXER GROUP, INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. . (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :AXGI) today released additional information and statements discussing the reverse stock split and the offer of stock conversion. Robert Scott, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Auxer, stated, "We have been surprised at the large negative reaction to the announcement of the reverse stock split. Basically, a stock split or a reverse stock split should not effect the overall dollar value of a stockholder's holdings. However, by increasing or decreasing the number of shares outstanding, the dollar value or price per share should adjust in relation to the pre-stock split price per share." "If you introduce emotion and/or fear into the equation combined with the volatile nature of Auxer stock and or its shareholders, it is understandable that dramatically different results occurred." "The reverse is necessary for the following reasons: to assist the Company in acquiring or leasing assets via a combination of debt and equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. , to increase price per share as a precursor to possible listing on the BBX BBX Business Basic Extended BBX Business Barter Exchange BBX Blue Bell, Pennsylvania (Airport Code) BBX Blockbuster Express (UK video store) or in preparation for an eventual application for NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on small cap, to reduce the number of outstanding shares during our conversion of Viva from a development stage company to an operating concern and to possibly encourage some institutional investment. All of these items are designed to encourage and to create fundamental long-term value. Management believes that by pursuing the fundamentals of our business, shareholder value is best enhanced." Discussing the stock conversion, Mr. Scott said, "We are offering an alternative to those investors who do not wish be subject to the reverse split. Accordingly, the Company is offering to convert, upon request, 1,000 shares of common stock for 1 share of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . The common shares will be valued for conversion purposes at .01 per share. Accordingly, the preferred stock will have a face value of $10 per share. The company will pay dividends of 10% per annum Per annum Yearly. with the dividends to be paid semi-annually. The preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. will be non-trading and after a 1 year holding period can be converted back into common. For purposes of a conversion back to common shares, the preferred face value of $10 per share will be assigned a value of $11 per share prior to its conversion. This conversion back to common shares will be executed at the market value existing at the time of conversion. For example, if at the time of conversion back to common, the Company's stock is trading at $2.75 per share, the conversion ratio back to common would be 4 shares of common for each share of preferred stock. The preferred shareholders will not be required to convert their stock back into common. All common shareholders will receive the formal exchange offer, in the near future, setting forth all the terms and conditions of the offering as well as an application for conversion. Mr. Scott stated further, "We are preparing the Company for the start of Viva as well as looking to its future. This is an exciting time for the Company. We will continue to keep our shareholders, the investment community and the public informed as to our progress and accordingly, seek their support." Forward-looking statements in this news release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, continued acceptance of the Company's products, competition, new products, and technological changes, intellectual property rights, regulatory uncertainties and other risks. |
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