Thomas Group Announces Reverse Stock Split Effective August 13, 2010 at a Ratio of One-for-Five Shares; Frank Tilley Named Ch...
July 29 2010 - 9:15AM
Business Wire
Thomas Group, Inc. (NasdaqCM:TGIS) (the “Company”), a global
change management and operations improvement consulting firm,
announced today that its Board of Directors has unanimously
approved a reverse stock split of the Company’s common stock
effective as of the close of business on August 13, 2010 at a ratio
of one new share for each five existing shares. Computershare Trust
Company, together with its affiliate Computershare, Inc., the
transfer agent for the Company, will act as Exchange Agent for the
exchange.
The Board of Directors acted in response to the approval by the
Company’s Stockholders at the Annual Meeting on June 21, 2010 of a
Certificate of Amendment to the Company’s Amended and Restated
Certificate of Incorporation to permit the Board of Directors to
effect, in its discretion, a reverse stock split of the Company’s
common stock at a ratio within a range from one-for-two to
one-for-five at any time on or before December 31, 2010. The
reverse stock split will apply to all shares of the Company’s
common stock issued and outstanding, all Treasury shares, and all
unawarded or unvested shares under any approved stock plans. The
number of authorized shares will remain unchanged at 25,000,000
shares.
Stockholders will receive the forms and notices to exchange
their existing share for new shares from the Exchange Agent or
their broker after August 13, 2010. Any fractional shares resulting
from the reverse stock split will be aggregated and sold by the
Exchange Agent. Stockholders whose ownership interest will result
in fractional shares as a result of the reverse stock split will
receive a cash payment in lieu of the fractional shares based on
the sales price of such fractional shares received by the Exchange
Agent.
Additional details related to the reverse stock split may be
obtained from the Company’s Proxy Statement dated April 30, 2010. A
copy of the Proxy Statement is available on-line on the Company’s
website under “SEC Filings” at
http://www.thomasgroup.com/company/Company-information.aspx.
The Board of Directors also named Frank Tilley as Vice
President, Chief Financial Officer, Treasurer, and Assistant
Secretary. He has served as the Company’s Vice President and
Interim Chief Financial Officer since April 2008 under a
contractual agreement with Tatum, LLC, an executive services firm
which provides interim, full-time, and project executives in
finance and technology. As previously disclosed, this agreement
provides for the payment of a monthly fee to Tatum, LLC in addition
to the salary and benefits paid directly to Mr. Tilley. The Company
has negotiated a reduced termination fee payable to Tatum, LLC to
end this contract. All other terms of his employment arrangement
with the Company remain unchanged.
About Thomas Group
Thomas Group, Inc. (NasdaqCM:TGIS) is an international,
publicly-traded professional services firm specializing in
operations improvements and organizational change management.
Thomas Group's unique brand of process improvement and performance
management services enable businesses to enhance operations,
improve productivity and quality, reduce costs, generate cash and
drive higher profitability. Known for Breakthrough Process
Performance, Thomas Group creates and implements customized
improvement strategies for sustained performance improvements in
all facets of the business enterprise. Thomas Group has offices in
Dallas and Washington, D.C. For more information, please visit
www.thomasgroup.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act:
Any statements in this release that are not strictly historical
statements, including statements about our beliefs and
expectations, are “forward-looking statements” within the meaning
of the United States Private Securities Litigation Reform Act of
1995. These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by these statements, including
general economic and business conditions that may impact clients
and the Company’s revenues, timing and awarding of customer
contracts, revenue recognition, competition and cost factors as
well as other factors detailed from time to time in the Company’s
filings with the Securities and Exchange Commission, including the
Company’s Form 10-K for the year ended December 31, 2009. These
forward-looking statements may be identified by words such as
“anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,”
“estimates,” “targets,” “projects,” “could,” “should,” “may,”
“would,” “continue,” “forecast,” and other similar expressions.
These forward-looking statements speak only as of the date of this
release. Except as required by law, the Company expressly disclaims
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to
reflect any change in the Company’s expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
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