DG Systems' Stockholders Approve Merger with FastChannel Network; Transaction to Close May 31; DG Systems' Stockholders Approve One-for-Ten Reverse Stock Split to Be Effective May 30.DALLAS -- DG Systems, Inc. (Nasdaq: DGIT), the leading provider of digital media distribution services to the advertising and broadcast industries, announced that at today's special Today's Special was a children's television show produced by Clive VanderBurgh at TVOntario from 1981 to 1987. It also ran on Nickelodeon and the Faith and Values Channel (now the Hallmark Channel) as well as many PBS stations throughout the United States. meeting, stockholders approved the merger with privately-held FastChannel Network, Inc. DG stockholders also approved an amendment to the Company's 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 effect a one-for-ten reverse split of the Company's issued and outstanding common stock. Stockholders of FastChannel Network, Inc. approved the merger at a special meeting held yesterday and the transaction is expected to close on May 31 subject to the satisfaction of other closing conditions included in the joint proxy. The one-for-ten reverse stock split is expected to be effective on May 30, 2006 and DG Systems shares will continue to trade on the Nasdaq National Market under the symbol "DGIT." Pursuant to the merger agreement, the issued and outstanding shares of FastChannel common 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. will be converted into and exchanged for an aggregate of up to 52,062,712 (pre-split) DG Systems' shares. In addition, DG expects to refinance approximately $8.5 million of FastChannel debt through its existing $35 million commitment letter with Wachovia Bank N.A. About DG Systems, Inc. DG Systems and its StarGuide and SourceTV divisions provide the standard in Digital Media Exchange services for the advertising and broadcast industries, featuring dependable satellite and Internet transmission technology and a suite of digital media asset management tools. DG Systems' extensive digital network reaches more than 5,000 advertisers and agencies, approximately 4,000 television, cable, and network broadcast destinations and over 10,000 radio stations with innovative delivery and management solutions for short-and long-form audio and video content. DG Systems is based in Irving, Texas Irving (pronounced 'er-ving') is a city located in the U.S. state of Texas within Dallas County. According to the 2000 U.S. Census, the city population was 191,615; the 2006 estimate was 201,927 according to the North Central Texas Council of Governments, and 196,084 according to , with offices located in New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. , Detroit, Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , Chicago, Boca Raton Boca Raton (bō`kə rətōn`), city (1990 pop. 61,492), Palm Beach co., SE Fla., on the Atlantic; inc. 1925. Boca Raton is a popular resort and retirement community that experienced significant industrial development in the 1970s and 80s. and Louisville. More information can be found on the Company's Web site at www.dgsystems.com. About FastChannel Network FastChannel provides innovative, technology-based solutions to help advertisers and agencies work faster, smarter and more competitively. Through the FastChannel Intelligence and Control platform customers leverage an integrated suite of intelligence and workflow tools designed specifically for the advertising industry--competitor tracking, creative and production resourcing, broadcast verification, and digital asset management. The company also features an online media distribution network, with more than 5,000 advertisers and agencies, and 21,000 online broadcast and publishing destinations. More information can be found on the Company's Web site at www.fastchannel.com. Forward-Looking Statements This release contains forward-looking statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Company, including the expansion of its digital distribution network, and the demand among certain clients for digital audio and video delivery services. These forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These and other risks relating to DG Systems' business are set forth in the Company'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. filed with the Securities and Exchange Commission on March 28, 2006. DG Systems assumes no obligation to publicly update or revise any forward-looking statements. |
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