Bogen Communications International, Inc., Announces Final Purchase of Shares under Self-Tender Offer.Business Editors RAMSEY, N.J.--(BUSINESS WIRE)--Dec. 19, 2003 Bogen Communications International, Inc. (Nasdaq: BOGN) announced today the final results of its self-tender offer Self-tender offer A company that tenders for its own shares. , which expired on Thursday, December 11th, 2003. Bogen commenced the self-tender offer on November 10, 2003 to purchase up to 2,000,000 shares of its common stock at a price of $5.00 per share, net to the seller in cash, without interest. All 1,953,022 shares that were validly tendered have been accepted for payment at $5.00 per share. As a result of the completion of the self-tender offer, Bogen currently has approximately 3,390,383 shares of common stock issued and outstanding. Payment for shares will be made through Continental Stock Transfer & Trust Company, the depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. for the tender offer. Bogen will fund the purchase of these shares utilizing its available cash and approximately $7,500,000 of borrowings under its credit facility with KeyBank National Association. Bogen also announced today that, as previously disclosed, it intends to terminate the registration of its common stock under the Securities Exchange Act of 1934 within the next few weeks. Once the termination becomes effective, Bogen and its stockholders will no longer be subject to the provisions of and rules under the Securities Exchange Act of 1934 applicable to registered companies. Among the ramifications ramifications npl → Auswirkungen pl of such termination, Bogen would no longer be required to file periodic reports, such as Forms 10-K and 10-Q, with the SEC, or send annual reports to its stockholders in connection with stockholder meetings. Furthermore, once such termination is effective, Bogen common stock will cease to be eligible for quotation on the Nasdaq National Market or 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. . It is anticipated that Bogen's common stock will then be quoted only on the "pink sheets". About Bogen Bogen Communications International, Inc., based in Ramsey, New Jersey Ramsey is a borough in Bergen County, New Jersey, United States. As of the United States 2000 Census, the borough population was 14,351. Ramsey was incorporated as a borough by an Act of the New Jersey Legislature on March 10, 1908, from portions of Hohokus Township (now , and Germering, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging Having access to e-mail, voice mail and faxes via a common computer application or by telephone. For example, unified messaging may send faxes and digitized voice mail to a mail server that turns them into e-mail attachments. products and services. Bogen's products are sold to commercial, industrial, professional and institutional customers worldwide. Except for historical information contained herein, the statements made in this release constitute 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. that involve certain risks and uncertainties. Many factors could cause Bogen to delay or modify its self-tender offer or the termination of the registration of its common stock, including the following: changes in its stock price, changes in its operating results, general market conditions, the availability of financing to complete the tender offer, new technological developments, competition, potential acquisitions and divestitures and tax or regulatory requirements. Certain of these risk factors and other considerations are detailed from time to time in Bogen's reports on file with the Securities and Exchange Commission, including Bogen's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 2002, and Form 10-Q Form 10-Q See 10-Q. for the quarter ended September 30, 2003. Bogen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. |
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