JAG Media Holdings, Inc. Announces Effectiveness of Recapitalization.Business Editors 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)--June 4, 2004 JAG judge advocate general (J.A.G.) n. a military officer who advises the government on courts-martial and administers the conduct of courts-martial. The officers who are judge advocates and counsel assigned to the accused come from the office of the judge advocate Media Holdings, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : JGMHA) announced today that it filed with the Secretary of State of Nevada a Certificate of Amendment of Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. which makes effective the Company's recently approved recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. . Pursuant to the approved recapitalization, all Class A and Series 1 Class B shares of the Company have been reclassified on a one-for-one basis into newly created "certificate only" common shares. The amendment also requires that the new "certificate only" shares must bear the name of 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 on the face of each stock certificate. As a result of the recapitalization, the old Class A and Series 1 Class B shares only represent the right to receive the applicable number of shares of the new common stock. The holder of such shares not surrendered will not have the right to vote or to receive any dividends or other distributions payable by the Company after the effective date until such shares have been exchanged for the new common stock. Trading of the new common stock will commence on a "when issued" basis under the symbol "JAGHV." The Company is in discussions with NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on to determine when the new common stock will cease trading "when-issued" and begin normal trading. Under "when issued" trading, trading occurs without settlement until normal trading resumes, at which time the unsettled "when issued" trades are required to be settled under normal settlement procedures. Registered stockholders of the old Class A and Series 1 Class B shares should have received a mailing from the Company's transfer agent including a letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. which must be used to surrender certificates representing such Class A and/or Series 1 Class B shares. If you currently hold certificates for old Class A and/or Series 1 Class B shares and have not yet received a mailing including the letter of transmittal you may obtain a copy of the letter of transmittal directly from the transfer agent, Transfer Online. The letter of transmittal may also be downloaded from the Company's website (www.jagnotes.com) and from the transfer agent's website (www.transferonline.com) free of charge. If you hold old Class A shares in "street name" through your broker, you are relying on your broker to include your name in the beneficial owner list that the broker must submit to the Company's transfer agent in connection with the exchange. The beneficial owner list submitted by your broker will enable the Company's transfer agent to issue the new "certificate only" shares of common stock, but only to those customers identified on the list and only to the extent such list is consistent with your broker's official DTC DTC See: Depository Transfer Check DTC See: Depository Trust Company DTC See Depository Trust Company (DTC). position in the Company's stock. Such stockholders should coordinate directly with their brokers to assure that their positions are reflected in the beneficial owner list to be submitted by their broker. In order to expedite the issuance of the new common stock to stockholders who hold their old Class A shares in "street name" through their broker, the Company's transfer agent, Transfer Online, has requested that brokers submit their beneficial owner list in a specific format. Accordingly, before sending any beneficial owner lists to the transfer agent, all brokers should consult with Transfer Online to obtain the format for the beneficial owner lists. Inquiries concerning procedures for the exchange of shares should be directed to Transfer Online, Inc. at: Tel: (503) 227-2950, Fax: (503) 227-6874, E-Mail: info@transferonline.com. Inquiries to the Company can be made at: Tel: (888) 419-2976, Fax: (888) 315-9234, E-Mail: recap@jagmedia.biz biz n. Informal Business. biz Noun Informal business Noun 1. . About JAG Media Holdings, Inc. JAG Media Holdings, Inc. is a provider of Internet-based equities research and financial information that offers its subscribers a variety of stock market research, news, commentary and analysis, including "JAG Notes", the Company's flagship early morning consolidated research product. The Company's website is located at www.jagnotes.com. 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 - Certain statements made herein that are not historical are forward-looking within the meaning of 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 and may contain 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. , with words such as "Anticipate, "believe," "expect," "future," "may," "will," "should," "plan," "projected," "intend," and similar expressions to identify forward-looking statements. These statements are based on the Company's beliefs and the assumptions it made using information currently available to it. Because these statements reflect the Company's current views concerning future events, these statements involve risks, uncertainties and assumptions. The actual results could differ materially from the results discussed in the forward-looking statements. In any event, undue reliance should not be placed on any forward-looking statements, which apply only as of the date of this press release. Accordingly, reference should be made to the Company's periodic filings with the Securities and Exchange Commission. |
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