4-Jun-2007
Other Events
Item 8.01 Other Events. The Company has received notice from the National Association of Securities Dealers, Inc. (the "NASD") that effective at the opening of business on June 6, 2007, the Company has effected a reverse split of its outstanding voting securities on a basis of one for three shares ("Reverse Split"). As a result of the reverse stock split, each three shares of Common Stock outstanding will automatically convert into one share of the Common Stock on June 6, 2007. No fractional shares will be issued in connection with the Reverse Split, and fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share.
The reverse stock split reduced the number of outstanding shares of the Company's Common Stock. The number of shares of issued and outstanding common stock of the Company before the Reverse Split was 46,288,134 shares of our common stock and after the Reverse Split will be approximately 15,429,378. The reverse stock split did not alter the par value of the Common Stock, which is $0.001 per share, or modify any voting rights or other terms of the Common Stock.
Once effective, each certificate representing shares of our common stock before the Reverse Split will be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of common stock resulting from the Reverse Split.
All shareholders are advised that there is no need to send in their respective stock certificate(s) and incur the transfer agent's $20 fee to exchange their shares until they wish to dispose of their respective shares. The Company's records will reflect that the reverse split is effective on each current stock certificate number(s), and that the Cusip Number that appears on each shareholders' current stock certificate(s) will entitle each stockholder to the new post-split shares or any future capital adjustments that are made while retaining possession of their respective stock certificate(s); however, if the shareholders purchase or sell shares in the Company after the effective date of the reverse split set by the NASD, they will be buying or selling post-split shares.
If any stockholder desires to transfer their respective shares they are advised to (i) forward their respective stock certificates to Interwest Transfer Company ("Interwest Transfer"), our transfer and registrar agent, whose address is 1981 East Murray Holladay Road, Salt Lake City, Utah 84117; (ii) include a required transfer fee of $20 per each free trading stock certificate tendered, and $75 per each stock certificate that is imprinted with a "restricted" legend, that must be paid by the stockholder to Interwest Transfer; and (iii) that no signature or Medallion signature guarantee will be required on any stock certificate where the stock certificate being tendered is being transferred into the same name.
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