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Armanino
Foods of Distinction, Inc. Announces
Approval of and Effective Date for Reverse/Forward Stock Split
Hayward, CA (November 7, 2005) Armanino Foods of Distinction,
Inc. (Pink Sheets Symbol:
ARMF
) announced that at its Annual
Meeting of Shareholders held on November 3, 2005 the Company’s incumbent board
of directors was re-elected and the proposal to effect a 1-for-300 reverse stock
split followed by a 1,500-for-1 forward stock split was approved.
The effective time for the reverse/forward split will be after the close
of business on
November 17, 2005.
All
shareholders of record who hold 300 or fewer shares as of the record date of the
reverse split will 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 that the reverse split will reduce
the number of shareholders of record to approximately 140.
The Company expects that the aggregate amount that will be paid in lieu
of fractional shares will be approximately $125,000.
William J.
Armanino, President and CEO of Armanino Foods said, “Now that our shareholders
have approved this action, we wanted to give them another chance prior to
November 17th 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.”
As a result
of this transaction, the Company’s common stock will have a new CUSIP number
after the reverse/forward split becomes effective.
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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