Cosi Obtains Stockholder Approval to Commence Rights Offering; Announces Results of Annual Stockholder Meeting.Business Editors NEW YORK--(BUSINESS WIRE)--Nov. 25, 2003 Cosi, Inc. (Nasdaq: COSI) (the "Company") announced today the results of its 2003 Annual Meeting of Stockholders held on November 24, 2003. At the meeting, stockholders approved the Company's undertaking of its previously announced rights offering. Stockholders also approved (i) the equity conversion feature of certain promissory notes promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. issued by the Company in August 2003 and October 2003 with an aggregate principal amount of $1.5 million and approximately $3 million, respectively and (ii) the investment agreement pursuant to which certain stockholders have agreed to provide funding in connection with the rights offering. The Company also announced that its registration statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the rights offering has been declared effective. The Company will commence mailing of the related prospectus to stockholders of record as of November 24, 2003. The rights offering is scheduled to expire on December 19, 2003. In the rights offering, each stockholder will receive one non-transferable subscription right for each share of common stock held by such holder. Each subscription right will entitle the holder thereof to purchase shares of common stock with a value equal to an aggregate of $0.6776. In addition, in the event that the Company's stockholders subscribe for less than an aggregate of $7.5 million, holders of rights may purchase additional shares through the exercise of an over-subscription privilege, subject to certain conditions and limitations. The purchase price for the shares will be the lesser of (i) $1.50 per share and (ii) 85% of the weighted average price per share of the Company's common stock as reported on the NASDAQ National Market for the 15-trading-day period ending three trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. prior to expiration of the rights offering. For example, if a stockholder owns 1,000 shares of the Company's common stock, the stockholder's subscription privilege Subscription privilege The right of current shareholders of a corporation to buy newly issued shares before they are available to the public. subscription privilege See preemptive right. will entitle such stockholder to purchase up to $677.60 worth of common stock in the rights offering. If the stockholder chooses to fully subscribe for the holder's basic subscription privilege, and the subscription price equals $1.50 per share, the Company will deliver to such stockholder 451 shares ($677.60 divided by $1.50), and the Company will return $1.10, as the Company will not issue fractional shares Fractional share Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs. fractional share Less than one share of stock, that is, one-third or one-half a share. . The Company also announced that at the Annual Meeting, stockholders (i) elected Terry Diamond and Greg Woolley to serve as directors until the 2006 Annual Meeting; (ii) ratified Ernst & Young LLP LLP - Lower Layer Protocol as the Company's external auditors for the fiscal year ending December 29, 2003; (iii) authorized the board of directors, in its sole discretion, to effectuate ef·fec·tu·ate tr.v. ef·fec·tu·at·ed, ef·fec·tu·at·ing, ef·fec·tu·ates To bring about; effect. [Medieval Latin effectu a one-for-five reverse stock split of the issued shares of the Company's common stock; (iv) authorized the board of directors to effect a re-pricing of certain issued and outstanding options to purchase common stock of the Company and (v) approved an amendment to the Cosi, Inc. Amended and Restated Stock Incentive Plan to extend the duration of the plan. The amendment 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 and 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. was not approved by a majority of the Company's outstanding shares. A registration statement relating to these securities was filed and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell nor a solicitation to buy nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A written prospectus related to this offering may be obtained from: Cosi, Inc. 242 West 36th Street New York, New York, 10018 Attention: Mark Stickney Telephone: (212) 653-1600 About Cosi Cosi restaurants are all-day cafes that feature signature bread and coffee products in a unique environment that changes throughout the day. Cosi offers breakfast, lunch, afternoon coffee, dinner and dessert menus full of creative, cravable foods and beverages. Cosi has developed featured foods that are built around a secret, generations-old recipe for crackly crack·ly adj. crack·li·er, crack·li·est Likely to crackle; crisp. crust flatbread. These products are freshly baked in front of customers throughout the day in open flame stone hearth ovens prominently located in each of the restaurants. There are 89 Cosi locations in eleven states and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . "SAFE HARBOR Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " STATEMENT UNDER 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. This press release contains statements that 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. under the federal securities laws. Forward-looking statements are statements about future events and expectations and not statements of historical fact. The words "believe," "may," "will," "should," "anticipate," "estimate," "expect," "intend," "objective," "seek," "plan," " strive," or similar words, or negatives of these words, identify forward-looking statements. We qualify any forward-looking statements entirely by these cautionary factors. Forward-looking statements are based on management's beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to management. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Factors that could contribute to these differences include, but are not limited to: the cost of our principal food products; fluctuations in our quarterly results; labor shortages or increased labor costs; the rate of our internal growth, and our ability to generate increased revenue from existing restaurants; our ability to effectively manage our business with a reduced general and administrative staff; our ability to incorporate a franchising and area developer model into our strategy; the availability and cost of additional financing, both to fund our existing operations and to grow and open new restaurants; our ability to generate positive cash flow from operations Cash flow from operations A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses ; increased government regulation; changes in consumer preferences and demographic trends; supply and delivery shortages or interruptions; increasing competition in the fast casual dining segment of the restaurant industry; market saturation In economics, "market saturation" is a term used to describe a situation in which a product has become diffused (distributed) within a market; the actual level of saturation can depend on consumer purchasing power; as well as competition, prices, and technology. due to new restaurant openings; expansion into new markets; inadequate protection of our intellectual property; adverse weather conditions which impact customer traffic at our restaurants; and adverse economic conditions. Further information regarding factors that could affect our results and the statements made herein are included in our filings with the Securities and Exchange Commission. |
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