BNS HOLDING, INC. Proposes Plan to Deregister with the Securities and Exchange Commission.MIDDLETOWN, R.I. -- BNS Noun 1. BNS - a bachelor's degree in naval science Bachelor of Naval Science bachelor's degree, baccalaureate - an academic degree conferred on someone who has successfully completed undergraduate studies Holding (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BNSIA.OB) announced today that its Board of Directors has approved a plan, for consideration and approval by its shareholders, to reduce the number of shareholders of record to fewer than 300 and thus terminate the Company's obligation to file reports with the Securities and Exchange Commission. This would be accomplished through a 1-for-200 reverse stock split of the Company's outstanding Class A Common Stock, followed immediately by a 200-for-1 forward stock split. The Company anticipates that its stock will continue to be quoted on the Pink Sheets. Completion of the transaction is subject to the fulfillment of all of the filing requirements of the SEC. The Company intends to continue to provide shareholders with annual audited financial statements and quarterly financial information by making these documents available on a Company website. These documents will not be as detailed or extensive as the information the Company was required to file with the SEC or has provided to its shareholders in the past. "There are a number of advantages to this transaction," said 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. Michael Warren Michael Warren may refer to a number of persons:
In the Reverse/Forward Stock Split, shareholders holding less than 200 shares of Common Stock immediately before the transaction will receive a cash payment equal to $13.62 per share for those pre-split shares. Shareholders holding 200 or more shares of Common Stock immediately before the transaction will not receive a cash payment, but will continue to hold the same number of shares after completion of the transaction. "The effect is that the small lot shareholders will be able to liquidate To pay and settle the amount of a debt; to convert assets to cash; to aggregate the assets of an insolvent enterprise and calculate its liabilities in order to settle with the debtors and the creditors and apportion the remaining assets, if any, among the stockholders or owners of the their holdings without paying commissions," added Mr. Warren. The Company estimates that approximately 2% of its outstanding shares will be redeemed as a result of the Reverse/Forward Stock Split. The Board of Directors engaged Capitalink, L.C. as advisors to review the fairness of the transaction, and received from them an opinion that the per share cash consideration to be paid in the proposed Reverse/Forward Stock Split transaction is fair, from a financial point of view, to the Company's shareholders that would be cashed out as a result of the Reverse/Forward Stock Split. At its February 10 meeting, the Board of Directors also took steps that would grant to the Company a standing option to repurchase any shares of Common Stock proposed to be transferred by a shareholder after the Reverse/Forward Stock Split, if after such proposed transfer the number of shareholders of record of the Common Stock would equal or exceed 250. "This is a measure to ensure the company continues to stay well below the requirements for filing reports with the Securities and Exchange Commission," explained Warren. And finally, the Board of Directors approved amendments to the Company's Amended and Restated Certificate of Incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. to decrease the number of authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of Common Stock from 30,000,000 to 5,000,000, and to eliminate the authorized shares of Class B Common Stock, $.01 par value. The proposed Reverse/Forward Stock Split, Right of First Refusal Right of First Refusal In general, the right of a person or company to purchase something before the offering is made available to others. Notes: For example, a football team may have the right of first refusal on a player's contract. and Authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: Share Reduction are subject to approval by the holders of a majority of the issued and outstanding shares of Common Stock. Even if the shareholders approve the Reverse/Forward Stock Split, Right of First Refusal and Authorized Share Reduction, the Board of Directors reserves the right to defer or not to implement the transactions. This press release is only a description of the proposed transactions and is not an offer to acquire any shares of common stock. The Company intends to file a preliminary proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and Schedule 13E-3 with the SEC outlining the transaction. All shareholders are advised to read the definitive proxy statement and Schedule 13E-3 at the SEC's web site at www.sec.gov. The Company will also mail a copy of the definitive proxy statement prior to its annual meeting to shareholders entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to vote at the meeting. Prior to October 31, 2006, BNS Holding Inc. was a public shell holding company, having sold all of its previous manufacturing operations Manufacturing operations concern the operation of a facility, as opposed to maintenance, supply and distribution, health, and safety, emergency response, human resources, security, information technology and other infrastructural support organizations. and assets. On October 31, 2006 the Company acquired, through a holding company, an 80% interest in Collins Industries, Inc. Collins was founded in 1971 as a manufacturer of small school buses and ambulances. Today, Collins manufactures specialty vehicles and accessories for various basic service niches of the transportation industry, and is the largest US manufacturer of ambulances, the second largest manufacturer of terminal trucks and a leading manufacturer of small school buses and of sweepers used in the road construction industry. Further information concerning Collins can be found on their web site at www.collinsindustries.com. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , as defined in 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. Such forward-looking statements involve a number of assumptions, risks and uncertainties that could cause the actual results of the Company to differ materially from those matters expressed in or implied by such forward-looking statements. They involve known and unknown risks, uncertainties, and other factors, which are in some cases beyond the control of the Company. Additional information regarding these risk factors and uncertainties is described more fully in the Company's SEC filings. A copy of all SEC filings may be obtained from the SEC's EDGAR Edgar or Eadgar (both: ĕd`gər), 943?–975, king of the English (959–75), son of Edmund, king of Wessex. In 957 the Mercians and Northumbrians rebelled against Edgar's brother Edwy and chose Edgar as their king. web site, www.sec.gov, or by contacting the Company at (401) 848-6300. BNS does not currently maintain a web site. For further information, contact Michael Warren at (401) 848-6500. |
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