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ARMANINO FOODS
OF DISTINCTION, INC.
ANNOUNCES REVERSE/FORWARD STOCK SPLITS
Hayward, CA (September 9, 2005) Armanino Foods of
Distinction, Inc. (Pink Sheets Symbol:
ARMF) announced today that its board
of directors has approved a proposed 1-for-300 reverse stock split followed by a
1,500-for-1 forward stock split to be effective if approved at the Annual
Meeting of Shareholders scheduled for November 3, 2005.
The combined effect of the reverse and forward stock splits would be a
5-for-1 forward stock split.
The purpose
of the reverse split is to allow the Company to reduce the number of
shareholders of record to well below 500, so as to reduce the risk of being
required to re-register with the Securities and Exchange Commission as a fully
reporting public Company that is subject to the Sarbanes-Oxley Act of 2002 and
other SEC rules and regulations. All shareholders of record who hold 300 or
fewer shares as of the record date of the reverse split would receive a cash
payment in lieu of the fractional share to which they would otherwise be
entitled, as is permitted under
Colorado
law. The Company currently has
approximately 290 shareholders of record who hold fewer than 300 shares out of a
total of approximately 430 shareholders of record.
Accordingly, the Company anticipates reducing the number of shareholders
of record to approximately 250. The
Company expects that the aggregate amount that would be paid in lieu of
fractional shares would be approximately $125,000.
The
1,500-for-1 forward split, which is in effect a 5-for-1 split on a current
basis, is being proposed to support a more liquid market for the Company’s
stock that is now being quoted in the Pink Sheets.
William J.
Armanino, President and CEO of Armanino Foods said, “The board has approved
this action so that we will be able assure our shareholders of a liquid market
for our stock while at the same time taking full advantage of the lower cost
structure that being a non-SEC registered company permits. We don’t want to
eliminate any of our loyal shareholders, so we wanted to give them ample time to
take appropriate action to avoid the fractional share buyout, should they so
choose. These actions may include
transferring record ownership into a broker’s name, also known as street name;
combining small accounts of fewer than 300 shares into accounts of greater than
300 shares; or increasing the number of shares held to 300 or more.”
Assuming
shareholder approval is obtained, the effective dates of these actions will be
announced after the Annual Meeting of Shareholders.
The actions will be subject to compliance with
Colorado
law, including provisions
relating to the rights of dissenting shareholders.
Armanino is
an international food company that manufactures and markets frozen pestos,
filled pasta products, meatballs, cooked meat, cooked poultry products, garlic
spreads and focaccia to the retail, food service, club stores, institutional,
and industrial food industry segments.
This
press release contains forward-looking statements within the meaning of
U.S.
securities laws. These forward looking statements are subject to certain risks
and uncertainties that could cause the actual results to differ materially from
those projected. The Company assumes no obligation to update the information
included in this press release.
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