eMerge Interactive, Inc. Completes One-for-Fifteen Reverse Stock Split
June 01 2006 - 10:05AM
PR Newswire (US)
SEBASTIAN, Fla., June 1 /PRNewswire-FirstCall/ -- eMerge
Interactive, Inc. (NASDAQ:EMRG), a technology company focusing on
the agricultural industry, today announced that it has completed
the previously announced one-for-fifteen reverse split of its class
A common stock (the "Reverse Split"). The Reverse Split was
authorized by the Company's shareholders and approved by the
Company's Board of Directors on May 18, 2006. At the opening of The
Nasdaq Capital Market today, the Company's common stock will begin
trading on a split-adjusted basis under the trading symbol "EMRGD"
for a period of 20 trading days. Commencing June 29, 2006, eMerge
Interactive's common stock will resume trading under the symbol
"EMRG." As a result of the Reverse Split and additional amendments
to the Company's certificate of incorporation, every fifteen shares
of class A common stock, par value $0.008 per share, issued and
outstanding as of 5:00 p.m., Eastern Time, on May 31, 2006, were
automatically converted into one issued and outstanding share of
common stock, par value $0.01 per share. No fractional shares will
be issued in connection with the Reverse Split, and holders who
would be entitled to fractional shares will receive cash in lieu of
their fractional shares. In connection with the Reverse Split, the
number of issued and outstanding shares of common stock has been
reduced from approximately 60.5 million to approximately 4.0
million. Similarly, the number of authorized shares of common stock
has been reduced from 100 million to 9 million and the authorized
shares of preferred stock has been reduced from 15 million to 1
million. Stockholders who hold their shares in brokerage accounts
or "street name" will not be required to take any action to effect
the exchange of their shares. Stockholders of record who hold
physical certificates will receive a letter of transmittal
requesting that they surrender their old stock certificates for new
stock certificates reflecting the adjusted number of shares as a
result of the Reverse Split. Mellon Investor Services, Inc., eMerge
Interactive's transfer agent, will act as the exchange agent for
purposes of implementing the exchange of stock certificates. The
Company confirmed that the Company's amended and restated
certificate of incorporation became effective at 5:00 p.m., Eastern
Time, on May 31, 2006, (i) effecting the Reverse Split, (ii)
reducing the number of authorized shares of common stock and
preferred stock as described above, (iii) eliminating several
series of common and preferred stock, (iv) changing the designation
of class A common stock, par value $0.008 per share, to common
stock, par value $0.01 per share, (v) clarifying the Board of
Directors' authority to set the terms of and issue series of
preferred stock in the future and (vi) making certain typographical
corrections. The principal purpose of the Reverse Split is to
increase the market price of the Company's common stock above the
minimum bid price requirement of $1.00 per share required for
continued listing of the Company's common stock on the Nasdaq
Capital Market. The Company believes that the effect of the Reverse
Split will be to cause the bid price of its common stock to close
at $1.00 per share or more for a minimum of ten consecutive
business days. If that occurs before Nasdaq considers the Company's
appeal of Nasdaq's delisting determination, the Company believes
(but can provide no assurance) that Nasdaq will permit its common
stock to remain listed. In addition to the minimum bid price
requirement, there are additional requirements for continued
listing of the Company's stock on the Nasdaq Capital Market. The
Company currently meets all of the continued listing requirements
other than the minimum bid price requirement. There can be no
assurance that, after the Reverse Split, the Company will be able
to maintain long-term compliance with all applicable continued
listing requirements. About eMerge Interactive eMerge Interactive,
Inc. is a technology company focusing on the agricultural industry.
The Company's products include CattleLog(TM), a USDA-approved
Process Verified Program ("PVP") providing individual animal data
collection and reporting that enables livestock tracking,
verification and branding; the VerifEYE CIS, a real-time, optical
inspection system that scans beef carcasses in packing plants; and
the Solo handheld inspection unit, a portable instrument,
incorporating the VerifEYE imaging technology. For more information
about eMerge Interactive, including the risks and uncertainties
associated with its business, and to view its filings with the
Securities and Exchange Commission, please visit
http://www.emergeinteractive.com/ . This release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
containing words such as "anticipates," "believes," "expects,"
"intends," "may," "will" and words of similar meaning. These
statements involve various risks and uncertainties. A number of
factors could cause actual results to differ materially from those
described in these forward-looking statements, including the rate
of adoption of the Company's products and services, its ability to
grow revenue and margins, its ability to implement its expansion
strategy, the impact of competition on pricing, the impact of
litigation, general economic conditions and other factors discussed
in this release and as set forth from time to time in the Company's
other public filings and public statements. Readers of this release
are cautioned to consider these risks and uncertainties and not to
place undue reliance on these forward-looking statements.
DATASOURCE: eMerge Interactive, Inc. CONTACT: Susan Mermer for
eMerge Interactive, Inc., +1-772-581-9736 Web site:
http://www.emergeinteractive.com/
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