Spectrum Group International Inc (EM)【SPGZ】株式ニュース

Reverse Split Approved (5/12/14)

At a Special Meeting of Stockholders of Spectrum Group International, Inc. (the "Company") held on May 12, 2014, the Company's stockholders approved (a) an amendment to the Company's Certificate of Incorporation to effect a 1-for-1,000 reverse stock split (the “Reverse Stock Split”) such that stockholders of record who hold fewer than 1,000 shares of common stock will have such shares cancelled and converted into the right to receive $0.65 for each share of common stock held of record prior to the reverse stock split; and (2) an amendment to the Company’s Certificate of Incorporation to reduce the number of authorized shares of common stock from 40,000,000 shares to 40,000 shares and to reduce the number of authorized shares of preferred stock, par value $0.01 per share, of the Company from 10,000,000 shares to 10,000 shares.

Also on May 12, 2014, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment"), which effected the Reverse Stock Split and the reduction in the number of authorized shares.

As a result of the filing of the Certificate of Amendment:

• The number of issued and outstanding shares of the Company's common has been reduced proportionately based on the reverse stock split ratio of 1-for-1,000;

• The number of authorized shares of the Company's common stock has been reduced proportionately based on the reverse stock split ratio of 1-for-1,000;

• The number of stockholders of record of the Company has been reduced below 300, which allows the Company to terminate the registration of its common stock under the Exchange Act of 1934, as amended (the “Exchange Act”);

• Each share of common stock held by a stockholder of record owning fewer than 1,000 shares immediately prior to the effective date of the Reverse Stock Split has been converted into the right to receive $0.65 in cash (subject to any applicable U.S. federal, state and local withholding tax), without interest, per pre-split share;

• Each share of common stock held by a stockholder of record owning 1,000 shares or more immediately prior to the effective date of the Reverse Stock Split has been reduced proportionately based on the reverse stock split ratio of 1-for-1,000 and will receive a fractional share to the extent required by the reverse split ratio;

• Stockholders who hold their shares in street name, through a broker, bank or other nominee, will be treated in accordance with the procedures of their nominee, but the Company intends that stock held in street name will be treated in the same manner as stock that is held of record.

Trading of the Company's common stock on the OTC Pink Sheets on a split-adjusted basis is expected to begin shortly.

http://www.sec.gov/Archives/edgar/data/895516/000089551614000046/sgi_8-kxreversestocksplit.htm