Thomas Group Announces Reverse Stock Split Effective on NASDAQ Capital Market August 16, 2010
August 13 2010 - 4:00PM
Business Wire
Thomas Group, Inc. (NasdaqCM: TGIS) (the “Company”), a global
change management and operations improvement consulting firm, today
announced that it has filed a Certificate of Amendment to its
Amended and Restated Certificate of Incorporation to effect a
1-for-5 reverse stock split of its common stock that will become
effective at end of business today. The reverse stock
split-adjusted shares of the Company’s common stock will begin
trading at the start of NASDAQ trading on Monday, August 16, 2010.
The Company’s shares will continue to trade on The NASDAQ Capital
Market under the symbol “TGIS,” with the fifth character “D” added
to the end of the trading symbol for a period of 20 trading days to
indicate the reverse stock split has occurred. On September 13,
2010, the Company’s symbol will revert to its original symbol
“TGIS.” A new CUSIP number has been assigned to Thomas Group’s
common stock after the reverse stock split becomes effective.
The 1-for-5 reverse stock split will automatically convert all
shares of the Company’s common stock issued and outstanding, all
Treasury shares, and all unawarded or unvested shares under all
approved stock plans of the Company to one new share of common
stock. The number of authorized shares of the Company’s common
stock will remain unchanged at 25,000,000 shares.
The reverse stock split, which was approved by the Company’s
shareholders on June 21, 2010, will reduce the number of shares of
the Company’s outstanding common stock from approximately 10.8
million, as of the filing date of the Company’s most recent
Quarterly Report on Form 10-Q (August 11, 2010), to approximately
2.2 million.
Computershare Trust Company, together with its affiliate
Computershare, Inc., the transfer agent for the Company, will act
as Exchange Agent for the exchange.
Stockholders will receive the forms and notices to exchange
their existing shares of the Company’s common stock for new shares
from the Exchange Agent or their broker after August 16, 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 their pro rata share of the sales
proceeds for such fractional shares received by the Exchange
Agent.
The purpose of the reverse stock split is to raise the per share
trading price of the Company’s common stock to better enable the
Company to maintain the listing of its common stock on The NASDAQ
Capital Market (“NASDAQ”). As previously announced, in order to
maintain the Company’s listing on NASDAQ, on or before September
13, 2010, the Company’s common stock must have a closing bid price
of $1.00 or more for a minimum of ten prior consecutive trading
days. If the Company is unable to meet this requirement, the NASDAQ
Listing Qualifications Panel will issue a final determination to
delist and suspend trading of the Company’s common stock. There can
be no assurance that the reverse stock split will have the desired
effect of raising the closing bid price of the Company’s common
stock prior to September 13, 2010 to meet this requirement.
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, lack
of profitability and potential delisting, 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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