Forum Energy Technologies, Inc. Announces Reverse Stock Split
October 30 2020 - 7:20AM
Business Wire
Forum Energy Technologies, Inc. (NYSE: FET) (“Forum” or the
“Company”) announced today that its Board of Directors has approved
a 1-for-20 reverse stock split of the Company’s issued and
outstanding shares of common stock, par value $0.01 per share,
accompanied by a corresponding decrease in the Company’s authorized
shares of common stock (the “Reverse Stock Split”), such that,
following the consummation of the Reverse Stock Split, the number
of authorized shares of common stock will be reduced from
296,000,000 to 14,800,000. The Company’s stockholders previously
approved the Reverse Stock Split at the Annual Meeting of
Stockholders on May 12, 2020.
The Reverse Stock Split will be affected pursuant to an
amendment to the Company’s Third Amended and Restated Certificate
of Incorporation filed with the Secretary of State of the State of
Delaware. The Company anticipates that the effective time of the
Reverse Stock Split will be after market close on November 9, 2020,
with the common stock trading on a post-split basis under the
Company’s existing trading symbol, “FET,” at the market open on
November 10, 2020 with a new CUSIP number, 34984V209. The Reverse
Stock Split will increase the market price per share of the
Company’s common stock, bringing the Company into compliance with
the listing requirements of the New York Stock Exchange.
As a result of the Reverse Stock Split, every 20 pre-split
shares of common stock outstanding will automatically combine into
one new share of common stock without any action on the part of the
holders, and the number of outstanding common shares will be
reduced from approximately 111.5 million shares to approximately
5.6 million shares. Proportionate adjustments will be made to the
conversion rate of the Company’s outstanding 9.000% Convertible
Senior Secured Notes due 2025 and to the outstanding awards and
number of shares issued and issuable under the Company’s Second
Amended and Restated 2016 Stock and Incentive Plan and all
predecessor plans. The Reverse Stock Split will not affect the par
value of the common stock.
The Reverse Stock Split will affect all stockholders uniformly
and will not alter any stockholder’s percentage interest in the
Company’s equity, except to the extent that the Reverse Stock Split
would result in a shareholder owning a fractional share. In lieu of
any fractional shares to which a stockholder of record would
otherwise be entitled as a result of the Reverse Stock Split,
stockholders will receive an amount in cash (without interest and
subject to applicable withholding taxes) equal to such
stockholder’s pro rata portion of the net proceeds (after customary
brokerage commissions and other expenses) attributable to the sale
of such fractional shares following the aggregation and sale by the
Company’s transfer agent of all fractional shares otherwise
issuable following the Reverse Stock Split.
The Company’s transfer agent, American Stock Transfer &
Trust Company, LLC, will provide stockholders of record holding
certificates representing pre-split shares of the Company’s common
stock as of the effective date, a letter of transmittal providing
instructions for the exchange of shares. Registered stockholders
holding pre-split shares of the Company’s common stock
electronically in book-entry form are not required to take any
action to receive post-split shares. Stockholders owning shares via
a broker, bank, trust or other nominee will have their positions
automatically adjusted to reflect the Reverse Stock Split, subject
to such broker’s particular processes, and will not be required to
take any action in connection with the Reverse Stock Split.
Additional information about the Reverse Stock Split can be found
in the Company’s definitive proxy statement (Form DEF 14A) filed
with the SEC on April 2, 2020. American Stock Transfer & Trust
Company, LLC can be reached by phone at 877-248-6417 (toll free) or
718-921-8317.
About Forum
Forum Energy Technologies, Inc. is a global oilfield products
company, serving the drilling, downhole, subsea, completions and
production sectors of the oil and natural gas industry. The
Company’s products include highly engineered capital equipment as
well as products that are consumed in the drilling, well
construction, production and transportation of oil and natural gas.
Forum is headquartered in Houston, TX with manufacturing and
distribution facilities strategically located around the globe. For
more information, please visit www.f-e-t.com.
Forward-Looking Statements and Other Legal Disclosure
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements,
other than statements of historical facts, included in this press
release that address activities, events or developments that the
Company expects, believes or anticipates will or may occur in the
future are forward-looking statements. Without limiting the
generality of the foregoing, forward-looking statements contained
in this press release specifically include statements regarding the
consummation of the Reverse Stock Split, including the timing and
effects thereof.
These statements are based on certain assumptions made by the
Company based on management’s experience and perception of
historical trends, current conditions, anticipated future
developments and other factors believed to be appropriate. Such
statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Company,
which may cause actual results to differ materially from those
implied or expressed by the forward-looking statements. Among other
things, these include risks and uncertainties relating to the
consummation of the Reverse Stock Split, the volatility of oil and
natural gas prices, oilfield development activity levels, the
availability of raw materials and specialized equipment, the
Company’s ability to deliver backlog in a timely fashion, the
availability of skilled and qualified labor, competition in the oil
and natural gas industry, governmental regulation and taxation of
the oil and natural gas industry, the Company’s ability to
implement new technologies and services, the availability and terms
of capital, the effects of the COVID-19 pandemic and uncertainties
regarding environmental regulations or litigation and other legal
or regulatory developments affecting the Company’s business, and
other important factors that could cause actual results to differ
materially from those projected as described in the Company’s
filings with the U.S. Securities and Exchange Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20201030005101/en/
Executive Vice President and Chief Financial Officer Lyle
Williams 713.351.7920 lyle.williams@f-e-t.com
Forum Energy Technologies (NYSE:FET)
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