Daleen Announces Board Approval of Reverse Stock Split; Preliminary Proxy Outlines Company's Proposal to Go Private.Business Editors/High-Tech Writers 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. , Fla.--(BUSINESS WIRE)--Jan. 28, 2004 Daleen Technologies, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :DALN) (the "Company" or Daleen"), a global provider of licensed and outsourced billing and customer management, operational support systems (OSS Oss (ôs), city (1994 pop. 62,141), North Brabant prov., S Netherlands; chartered 1399. It is a significant industrial center. Manufactures include meat products, chemicals, pharmaceuticals, electrical equipment, and metalware. ) and revenue assurance solutions for traditional and next generation service providers, today announced that its Board of Directors has unanimously approved a 1-for-500 reverse stock split of the Company's Common Stock. The Board unanimously recommends that the Company's stockholders approve the reverse split. If the reverse split is approved and implemented, the Company expects to have less than 300 stockholders of record, which would enable the Company to voluntarily terminate the registration of its Common Stock under the Securities Exchange Act of 1934 and go private. As a private company, Daleen would no longer be required to file periodic reports and other information with the Securities and Exchange Commission (the "SEC"). "At this point in our evolution, being a public company simply does not provide the requisite value to Daleen or its stockholders," said Gordon Quick, 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. of Daleen. "These actions will significantly reduce the amount of time and money we are currently spending to comply with SEC reporting requirements, and allow us to more appropriately focus those resources on the long-term goals Long-term goals Financial goals expected to be accomplished in five years or longer. of our business. We expect a substantial decrease in professional fees, insurance, accounting costs, and printing and mailing costs." Daleen has filed 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 outlining the reverse split and going private transaction with the SEC. The proposed reverse split is subject to the affirmative vote by the holders of a 66 2/3% majority of the outstanding voting power of the holders of Daleen Common Stock and Series F 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. , voting together as a single class. In addition, Daleen is seeking approval of the reverse split by an affirmative vote by the holders of a majority of the outstanding shares of Common Stock. The Company's Board of Directors will retain discretion whether or not to implement the reverse split for up to 90 days following the date of stockholder approval. If the reverse split is approved and implemented, stockholders holding 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. after the reverse split will receive a cash payment equal to $.30 per pre-split share of Daleen Common Stock in lieu of fractional shares. Stockholders holding less than 500 shares of Daleen Common Stock before the reverse split will be cashed out at the same rate and will have no further equity interest in the company. Solicitation of the Company's stockholders with respect to the proposed reverse split will be made pursuant to a definitive proxy statement to be mailed to the Company's stockholders. All stockholders are advised to read the definitive proxy statement and Schedule 13E-3 carefully because these documents will contain important information about the reverse split and information concerning the record date and time, as well as the date and place of the special meeting of the Company's stockholders to vote on the proposed reverse split. About Daleen Daleen Technologies, Inc. is a global provider of high performance billing and customer care, OSS revenue assurance software, with a comprehensive outsourcing solution for traditional and next generation service providers. Daleen's solutions utilize advanced technologies to enable providers to reach peak operational efficiency while driving maximum revenue from products and services. Core products include its RevChain(R) billing and customer management software, Asuriti(TM) event management and revenue assurance software, and BillingCentral(R) ASP outsourcing services. More information is available at http://www.daleen.com. Information with Respect to 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. . Statements in this release may be considered "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by 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. These include statements regarding the intent, belief or current expectations of the Company and the assumptions on which these statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include business concentration; the Company's ability to continue as a going concern; the Company's ability to successfully implement its aggregation strategy; the Company's inability to achieve profitability; customers' and potential customers' market position and lack of financial resources; the costs and success of the Company's international expansion; the ability of the Company to develop and protect its intellectual property; the Company's relationship with third party software vendors and service providers; competition; the Company's ability to retain senior management and other key personnel; low price and volatility of the Company's common stock and the impact of the delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. from The Nasdaq SmallCap Market; the on-going securities class action against the Company; and the rights and preferences of the series F convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". . These factors and others are described in the Company's most recent SEC filings including its 2003 Annual Meeting Proxy Statement and the most recently filed 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. and in the Company's Quarterly Reports on Form 10-Q Form 10-Q See 10-Q. . The Company undertakes no obligation to update the forward-looking statements in this news release. (C)Daleen Technologies, Inc. All rights reserved. Daleen, the Daleen logo, RevChain, Asuriti, and BillingCentral are trademarks, or service marks, of Daleen Technologies, Inc. in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and other countries. All other trademarks and registered trademarks are property of their respective owners. |
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