PowerCerv Corporation Announces Shareholder Approval and Implementation of Reverse Stock Split.Business Editors TAMPA, Fla.--(BUSINESS WIRE)--June 4, 2001 PowerCerv Corporation (Nasdaq:PCRVC) announced today that at its annual meeting of shareholders held on June 1, 2001, shareholders approved a proposal to amend PowerCerv's 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. to effect a reverse stock split of the company's issued and outstanding shares of common stock. By approving the proposed amendment, shareholders authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: PowerCerv's Board of Directors to implement the reverse stock split, in the ratio determined by the Board to be in the best interests of the shareholders at the time of implementation. Following the annual meeting, the Board determined to effect the reverse stock split of 1-for-9. Shareholder approval of the proposed amendment follows the previously announced determination of a Nasdaq Listing Qualifications Panel to transfer the listing of PowerCerv's common stock to The Nasdaq SmallCap Market. The transfer was effective with the open of trading on May 18, 2001. The Board proposed the amendment in an effort to achieve compliance with the $1.00 per share minimum bid price requirement, one of the various continued listing standards established by Nasdaq. The Board selected the 1-for-9 split ratio with the expectation that it will result in the increase in the per share trading price Trading price The price at which a security is currently selling. of the common stock to well above the $1.00 per share level, based on an assumed rise in the market price of the common stock proportional to the reduction in the number of shares of common stock outstanding as a result of the reverse stock split. However, there can be no assurance that effecting the reverse stock split will enable PowerCerv to achieve compliance with the minimum bid price requirement or that PowerCerv will be able to meet all other quantitative Nasdaq SmallCap Market continued listing standards. The reverse stock split became effective as of the close of business on June 1, 2001. The stock will begin trading on a post-reverse stock split basis on June 5, 2001, and therefore for a period of twenty 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. thereafter the company's common stock will trade under the Nasdaq symbol of "PCRCD" to apprise market participants The term market participant is used in United States constitutional law to describe a U.S. State which is acting as a producer or supplier of a marketable good or service. When a state is acting in such a role, it may permissibly discriminate against non-residents. that the stock is trading on the post-reverse stock split basis. At the end of that twenty day period, the common stock will again trade under the symbol "PCRVC," (with the appended "C" indicating the temporary exception under which the company's common stock will continue to be listed.) The new CUSIP number CUSIP Number An identification number assigned to all stocks and registered bonds. The Committee on Uniform Securities Identification Procedures (CUSIP) oversees the entire CUSIP system. Notes: This system is used in the U.S. and Canada. of the common stock is 73931P204. "We're extremely pleased that our shareholders have endorsed this action and given our management team a vote of confidence," notes Marc Fratello, chairman and chief executive officer of PowerCerv. "We believe it's important to maintain high visibility with current and potential investors. We believe that the reverse stock split will allow us to maintain our listing on The Nasdaq SmallCap Market." Shareholders will receive a letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. in the near future requesting them to send in their old stock certificates in exchange for new ones reflecting the post-split number of shares. PowerCerv will not issue scrip or 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. in connection with the reverse stock split. Shareholders who would otherwise be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to receive fractional shares because they hold a number of shares not evenly divisible DIVISIBLE. The susceptibility of being divided. 2. A contract cannot, in general, be divided in such a manner that an action may be brought, or a right accrue, on a part of it. 2 Penna. R. 454. by the split ratio will be entitled, upon surrender of certificates representing their shares, to receive a cash payment in lieu in lieu prep. instead. "In lieu taxes" are use taxes paid instead of sales tax. A "deed in lieu of foreclosure" occurs when a debtor just deeds the property securing the loan to the lender rather than go through the foreclosure process. thereof based upon the average closing price per share of the common stock as reported on Nasdaq for the ten trading days immediately prior to the effective date. ABOUT POWERCERV PowerCerv provides Integrated Enterprise Response to small to midsize manufacturers and distributors. Featuring fully integrated enterprise applications with innovative e-business capabilities, PowerCerv solutions enable companies to completely integrate and extend the management of front-office and back-office operations. With Integrated Enterprise Response, companies extend their enterprise operations across the virtual supply chain and successfully respond to customers, suppliers, partners and employees around the world. For more information contact PowerCerv at (813) 226-2600, fax (813) 222-0886 or visit www.powercerv.com. Statements contained in this press release that are not historical fact are "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. ." These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors which may affect PowerCerv's results include, but are not limited to, fluctuations in quarterly activities and results of operations, competition, economic and market condition risks, lengthy sales cycles, ability to manage change and other risk factors detailed in PowerCerv's most recent annual report and other filings with the SEC. |
|
||||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion