Bio-Response Announces Stock Split and Symbol Change.CLEARWATER, Fla.--(BUSINESS WIRE)--April 5, 1999--Bio Response Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BRSPD) (the "Company") Monday announced that it has filed an amendment to its 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. that (a) effected a reverse stock split in the ratio of one (1) new share for every thirty-two (32) shares of common stock then issued and outstanding; and (b) increased its authorized capital stock authorized capital stock The number of shares of capital stock that a business may issue. Authorized capital stock is stated in a firm's articles of incorporation; changes in it may occur only if approved by the stockholders. to 25 million shares of $0.004 par value common stock and 5 million shares of $0.004 par value 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. . Each of the foregoing amendments was approved at a meeting of the company's stockholders that was duly called, noticed and held on March 10, 1997, and finalized on July 29, 1997, after several adjournments of less than 30 days each. No fractional shares will be issued in connection with the reverse split and all calculations that would result in the issuance of a fractional share will be rounded up to the nearest whole number. In addition, no stockholder who was the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of at least 100 shares of the $.004 par value common stock ("Old Common") on the date of the Amendment will receive fewer than 100 shares of the post-consolidation common stock ("New Common") of the company in connection with the implementation of the reverse split, and all calculations that would result in the issuance of fewer than 100 shares of New Common will be rounded up to 100 shares. As a result of the amendment, the 9,176,554 issued and outstanding shares of the company's Old Common was consolidated into approximately 300,000 shares of New Common effective 5 p.m. ET on April 2, 1999. The New Common will be listed on the OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. under the symbol "BRSPD" and open for trading on Monday, April 5, 1999. All registered holders of certificates for shares of Old Common will be requested to forward their certificates to the company's transfer agent, together with a completed and executed letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , in order to receive the shares of New Common to which they are entitled. Concurrently, the company announced that it has filed a Form S-8 Registration Statement for an aggregate of 500,000 shares of New Common that will be issued to Capston Network Co. and certain professionals as compensation for services rendered to the company. |
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