Premier Development & Investment, Inc. Announces Reverse Stock Split.DALLAS -- Premier Development & Investment, Inc. (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. : PDVN), announces that it will undergo a 1-for-200 reverse stock split. The Board has set the record date for the reverse stock split for Friday, June 3, 2005 and the effective date for Thursday, June 9, 2005. At a special meeting of stockholders held on May 17, 2005, Premier's Board of Directors unanimously adopted and certain shareholders holding a quorum A majority of an entire body; e.g., a quorum of a legislative assembly. A quorum is the minimum number of people who must be present to pass a law, make a judgment, or conduct business. and subsequent majority of the our voting stock Voting stock The shares in a corporation that entitle the shareholder to vote. voting stock Stock for which the holder has the right to vote in the election of directors, in the appointment of auditors, or in other matters brought up at the approved a resolution to effect the 1-for-200 reverse stock split (the "reverse split") of the Company's common stock. Also at this special stockholders meeting, the stockholders approved reducing the number of 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: common shares by 1,000,000,000 shares. Upon completion of the reverse split the number of authorized common shares shall be set at 250,000,000. After giving effect to the reverse split, Premier's issued and outstanding common stock shall be reduced to approximately 339,620 shares from the presently issued and outstanding 67,924,069 shares. The reverse split will affect all shares of the Company's common stock, including those underlying any and all stock options and warrants outstanding prior to the effective date of the reverse split. 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. will not be issued. A cash amount shall be paid, based on the stock price of the record date, on fractional shares and to shareholders that hold less than a share after the reverse split, in lieu of Instead of; in place of; in substitution of. It does not mean in addition to. new shares. Although the desired effect of the reverse split is an increase in the market price of Premier's common stock, no such increase can be assured or calculated. The market price of the common stock may not rise in proportion to the reduction in the number of shares issued and outstanding as a result of the reverse split, nor can there be any assurances that the reverse split will lead to a sustained increase in the market price of Premier's common stock. The market price of the common stock may also change as a result of other unrelated factors, including Premier's operating performance and other factors related to its business as well as general market conditions. Eric Boyer, 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 Premier, commented, "We believe that this reverse stock split is an important step in Premier's growth strategy. We believe a higher per share stock price will increase the visibility of the Company in the financial community and enhance our ability to complete raising the necessary funding we need to attain our goal of opening additional Players Grille grille, in architecture, a system of bars, usually of decorative metalwork, forming an openwork barrier or enclosure. In its usual materials of wrought iron or bronze, it has been favored for decorative treatment in all periods. locations this year and beyond, as well as allow us to move forward towards our goal of listing our common stock on a national stock exchange." A new Premier trading symbol Trading symbol See: Ticker symbol and 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. will be announced on or around the effective date of June 9, 2005. Premier's transfer agent, Transfer Online, Inc., will handle transactions involving stockholders who hold physical certificates and exchange their old stock certificates for new stock certificates. Stockholders whose shares are held by their stockbrokers or with on-line brokerages do not need to submit old stock certificates for exchange. About Premier Premier Development & Investment, Inc. is a publicly held developer and operator of theme-based restaurant and bar concepts. These concepts are developed internally and through partnerships with other restaurant developers with the intent of building them into full-fledged chains and franchise opportunities. Premier owns and operates the Player's Grille Restaurant and Bar(TM), a casual dining sports themed concept based in Florida. 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 provides a "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. " for 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. . Certain statements within this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about the implementation of a reverse stock split and other statements containing forward looking terminology such as "may," "expects," "believes," "anticipates," "intends," "expects," "projects," or similar terms Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Premier Development & Investment, Inc.) contains statements that are forward-looking, such as statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the future anticipated direction of the restaurant industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth and prospective dealings and joint venture projects. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of Premier. These risks and uncertainties include, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, domestic and global economic conditions, and changes in federal or state tax laws. For a description of additional risks and uncertainties, please refer to Premier's filings with the Securities and Exchange Commission. |
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