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DCIX Diana R/S 1-3 9/25 cuts to 1.1M shrs
Maybe will be based on $0.42 close
Diana Containerships to effect 1-for-3 reverse split
Sep. 22, 2017 4:28 PM ET|About: Diana Containerships Inc. (DCIX)
By: Carl Surran, SA News Editor
Diana Containerships (NASDAQ:DCIX) -4.7% AH after announcing a one-for-three reverse stock split, effective on or around Sept. 25.
The move will reduce the number of outstanding common shares to ~1.1M shares from 3.2M currently.
ORIG R/S Sept 21 5pm 1-9,200. O/S to 8,976
I guess this is some bookkeeping move around the other news since a new price would be 1483 at close of today (2 more days to go). Haven't seen this kind of a move for a while, common in Great Recession though.
Title: OCEAN RIG UDW INC. ANNOUNCES REVERSE STOCK SPLIT
Link to press release: http://cdn.capitallink.com/files/docs/companies/ocean_rig/press/2017/ORIG-09192017.pdf
This information is distributed by Capital Link, Inc. - Investor Relations
230 Park Avenue, Suite 1536
New York, NY 10169
Tel: (212) 661-7566
Fax: (212) 661-7526
Email: press@mailing.irreleases.com
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OCEAN RIG UDW INC. ANNOUNCES REVERSE STOCK SPLIT
September 19, 2017, Grand Cayman, Cayman Islands – Ocean Rig UDW Inc. (NASDAQ:ORIG) (“Ocean Rig” or “UDW” or the “Company”), an international contractor of offshore deepwater drilling services, announced today that its Board of Directors (the “Board”) has determined to effect a 1-for-9,200 reverse stock split of the Company’s common shares. At the Company’s annual general meeting of shareholders on April 24, 2017, the Company’s shareholders approved the reverse stock split and granted the Board, or a duly constituted committee thereof, the authority to determine the exact split ratio and proceed with the reverse stock split.
The reverse stock split will take effect as of 5:00 P.M., New York City time, on September 21, 2017, and the Company’s common stock will begin trading on a split-adjusted basis on Nasdaq as of the opening of trading on September 22, 2017 under the existing trading symbol “ORIG”. The new CUSIP number for the common stock following the reverse stock split will be G66964118.
When the reverse stock split becomes effective, every 9,200 shares of the Company’s issued common stock will be automatically combined into one share of common stock. As of the date of this press release, the Company had 82,586,851 common shares issued and outstanding. Effecting the reverse stock split will reduce the number of issued and outstanding common shares to approximately 8,976 shares (as may be adjusted due to rounding).
No fractional shares will be issued in connection with the reverse split of the issued common stock. Shareholders of record who would otherwise hold a fractional share of the Company’s common stock will receive a cash payment in lieu thereof at a price equal to that fraction to which the shareholder would otherwise be entitled multiplied by the closing price of the Company’s common stock on Nasdaq on September 21, 2017. Shareholders that hold shares through a bank, broker, or nominee shall receive cash in lieu of fractional shares, if any, determined in accordance with the policies of such bank, broker, or nominee. Such shareholders may contact their bank, broker or nominee for more information.
Shareholders with shares held in certificate form will receive instructions from the Company’s exchange agent, American Stock Transfer & Trust Company, LLC, for exchanging their stock certificates for a new certificate representing the shares of common stock resulting from the reverse split. Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after September 22, 2017.
Additional information about the reverse stock split may be found in the Company’s proxy statement furnished to the Securities and Exchange Commission on Form 6-K on April 3, 2017, a copy of which is available on the Commission’s website at www.sec.gov.
About Ocean Rig UDW Inc.
Ocean Rig is an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling, and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry.
Ocean Rig’s common stock is listed on the Nasdaq where it trades under the symbol “ORIG.”
Our registered office is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Visit the Company’s website at www.ocean-rig.com.
ORIG R/S Sept 21 5pm 1-9,200. O/S to 8,976
Title: OCEAN RIG UDW INC. ANNOUNCES REVERSE STOCK SPLIT
Link to press release: http://cdn.capitallink.com/files/docs/companies/ocean_rig/press/2017/ORIG-09192017.pdf
This information is distributed by Capital Link, Inc. - Investor Relations
230 Park Avenue, Suite 1536
New York, NY 10169
Tel: (212) 661-7566
Fax: (212) 661-7526
Email: press@mailing.irreleases.com
Click Here to unsubscribe.
OCEAN RIG UDW INC. ANNOUNCES REVERSE STOCK SPLIT
September 19, 2017, Grand Cayman, Cayman Islands – Ocean Rig UDW Inc. (NASDAQ:ORIG) (“Ocean Rig” or “UDW” or the “Company”), an international contractor of offshore deepwater drilling services, announced today that its Board of Directors (the “Board”) has determined to effect a 1-for-9,200 reverse stock split of the Company’s common shares. At the Company’s annual general meeting of shareholders on April 24, 2017, the Company’s shareholders approved the reverse stock split and granted the Board, or a duly constituted committee thereof, the authority to determine the exact split ratio and proceed with the reverse stock split.
The reverse stock split will take effect as of 5:00 P.M., New York City time, on September 21, 2017, and the Company’s common stock will begin trading on a split-adjusted basis on Nasdaq as of the opening of trading on September 22, 2017 under the existing trading symbol “ORIG”. The new CUSIP number for the common stock following the reverse stock split will be G66964118.
When the reverse stock split becomes effective, every 9,200 shares of the Company’s issued common stock will be automatically combined into one share of common stock. As of the date of this press release, the Company had 82,586,851 common shares issued and outstanding. Effecting the reverse stock split will reduce the number of issued and outstanding common shares to approximately 8,976 shares (as may be adjusted due to rounding).
No fractional shares will be issued in connection with the reverse split of the issued common stock. Shareholders of record who would otherwise hold a fractional share of the Company’s common stock will receive a cash payment in lieu thereof at a price equal to that fraction to which the shareholder would otherwise be entitled multiplied by the closing price of the Company’s common stock on Nasdaq on September 21, 2017. Shareholders that hold shares through a bank, broker, or nominee shall receive cash in lieu of fractional shares, if any, determined in accordance with the policies of such bank, broker, or nominee. Such shareholders may contact their bank, broker or nominee for more information.
Shareholders with shares held in certificate form will receive instructions from the Company’s exchange agent, American Stock Transfer & Trust Company, LLC, for exchanging their stock certificates for a new certificate representing the shares of common stock resulting from the reverse split. Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after September 22, 2017.
Additional information about the reverse stock split may be found in the Company’s proxy statement furnished to the Securities and Exchange Commission on Form 6-K on April 3, 2017, a copy of which is available on the Commission’s website at www.sec.gov.
About Ocean Rig UDW Inc.
Ocean Rig is an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling, and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry.
Ocean Rig’s common stock is listed on the Nasdaq where it trades under the symbol “ORIG.”
Our registered office is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Visit the Company’s website at www.ocean-rig.com.
DCTH to delist from Nas after no RS
DCTH : Delcath to delist from Nasdaq after shareholders failed to back reverse split
7:17 am, Wed, Sep. 13, 2017
DCTH to delist from Nas after no RS
DCTH : Delcath to delist from Nasdaq after shareholders failed to back reverse split
7:17 am, Wed, Sep. 13, 2017
TDA Stream News thx nice addition! em
IDDR filed to raise A/S Sept 1, no #s yet
IDdriven files authorized share increase to be prepared
3:26 pm ET September 1, 2017 (Globe Newswire) Print
IDdriven, Inc., (OTC:IDDR), an innovative provider of premises and cloud-based Identity and Access Management ("IAM") solutions, filed today an increase in authorized shares to be prepared for the future.
Today IDdriven filed for an increase in authorized shares not only to be able to deal with market demands, but also to be in a position to start looking at scenarios for potential mergers and acquisitions.
"IDdriven's technology base and the market it operates in, makes the concept of combining forces with other synergistic entities a realistic option," states Arend Verweij, IDdriven's CEO. "We want to make sure that we are ready for the right opportunity when it presents itself."
About IDdriven
With its next-generation IDaaS program of the same name, IDdriven, Inc. is at the forefront of the new breed of Identity Management and Access Governance solutions. Taking the complexity and upfront costs out of implementation, IDdriven automates access security for vulnerable company assets by seamlessly integrating with the solutions from Microsoft, and other cloud providers like Amazon. Founded in 2013, IDdriven is headquartered in Sacramento, California. To learn more, visit: www.IDdriven.com.
Forward-Looking Statement Disclosure
This news release contains "forward-looking statements." Such statements may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond IDdriven's control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) commercialization of our software program s, (ii) development and protection of our intellectual property, (iii) industry competition, (iv) we may need to raise capital to meet business requirements. More detailed information about IDdriven and the risk factors that may affect the realization of forward looking statements is contained in our filings with the Securities and Exchange Commission which are available on our website and at www.sec.gov. IDdriven assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
Company Contact
E: investors@IDdriven.com
T: 415.226.7773
https://resource.globenewswire.com/Resource/Download/3655d1ac-7598-4f01-87ae-a85139d26e71?size=1
PERF Perfumania BK Chpt 11, close 64 stores, reorg
Story seemed to hit 3:35pm ET today. Close 1.87 +0.54
Gapped up from 1.30 area for some days.
https://www.bizjournals.com/newyork/news/2017/08/28/perfumania-to-close-64-stores.html?ana=e_ae_set1&s=scroll&ed=2017-08-28&u=juqFEj2WwYpP01Gspn7O8A0273e38c&t=1503980890&j=78755581
Perfumania to close 64 stores, blames declining mall traffic for bankruptcy
SDRL Seadrill Shares Plunge 31% On Chapter 11 Plan
-- Market Talk
10:27 am ET August 24, 2017 (Dow Jones)
10:27 ET - Shares of offshore drilling services major Seadrill (SDRL) plunge 31% to less than twenty cents after saying it will likely file for bankruptcy protection next month. The Bermuda-based company, controlled by Norwegian shipping magnate John Fredriksen, says its $10B restructuring plan will likely "be implemented via Chapter 11 proceedings on or before September 12." SDRL is one of the world's biggest offshore drilling companies with 68 oil rigs. It faces a $1B maturing bond in September, with daily leases for its rigs falling from $800,000 to less than $200,000 over the past 18 months as cheap oil from US shale drilling flooded the market. SDRL has warned shareholders that they will suffer heavy losses in any restructuring exercise. (costas.paris@wsj.com)
(END) Dow Jones Newswires
August 24, 2017 10:27 ET (14:27 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
No worries e-ore, just don't stress about it.
Thanks e-ore for IDGS eom
MMEG A/S raise info per Pennymachine post.
MMEG AS raise from 4.9B to 9.9B ?? going around
Haven't yet seen the post at place like OTC Market but seems valid?
About a 7x increase in avg Volume today. .0005 - .0005 but funny thing is that TDA has AH projection (no volume shown) of .0008 +.0003
Buzz was that google might be or was interested in it.
No R/S listed but looking like on the way.
MMEG AS raise from 4.9B to 9.9B ?? going around
Haven't yet seen the post at place like OTC Market but seems valid?
Thanks for MMEG A/S raise info Penny.
About a 7x increase in avg Volume today. .0005 - .0005 but funny thing is that TDA has AH projection (no volume shown) of .0008 +.0003
Buzz was that google might be or was interested in it.
No R/S listed but looking like on the way.
New rules for FTSE Russell index provider to exclude Snap, others from benchmarks
Today 6:03 PM ET (MarketWatch)
(Admin you can delete if only like penny posts)
Global index provider FTSE Russell said Wednesday it plans to require companies on its indexes to have a minimum of 5% of voting rights in the hands of unrestricted shareholders, specifically citing Snapchat parent Snap Inc. (SNAP) in reaching that decision. The proposal represents "a pragmatic compromise" between those that believe Snap's IPO "set a dangerous precedent for companies to come to the market with few, if any, voting rights attached to their securities, and those respondents who believe the role of the index provider is to represent the investable opportunity set as comprehensively as possible," FTSE Russell said in a document. "The proposal set out here effectively draws a principled line in the sand," and changes, subject to potential further feedback, will be published on Aug. 25. Eligibility rules will become effective at the September quarterly and semi-annual index reviews, the company said. Snap raised more than $3 billion in its market debut in March (http://www.marketwatch.com/story/snap-shares-soar-in-debut-after-largest-ipo-since-2014-2017-03-02); shares opened at $24 and on Wednesday closed at $13.40. Snap did not offer voting rights when it IPO'ed (http://www.marketwatch.com/story/potential-snap-ipo-effect-more-unicorns-to-wall-street-but-with-horrible-terms-2017-03-02). The shares rose 0.2% late Wednesday.
-Claudia Assis; 415-439-6400; AskNewswires@dowjones.com
(END) Dow Jones Newswires
SGBY never know, could be prep for another RS?
Well it did pass the February RS point but 10 years could be time.
As is it's hard to tell. Last time something like they did, batching all into 1 common, I remember is old BKS Barnes & Noble. The mother common didn't do a whole lot afterwards. RGS hairdresser also has similar setup and family owned. GOOGL and a few others too.
Not a fan given history of this one though. Price says it all.
Capital Change=shs decreased by 1 for 3000 split. Pay date=2-14-06
Capital Change=shs decreased by 1 for 2000 split. Pay date=02/16/2007.
Market Value1 $15,234,266 a/o Jul 21, 2017
Authorized Shares 3,000,000,000 a/o May 15, 2017
Outstanding Shares 982,855,903 a/o May 22, 2017
CPST Capstone Proxy vote Aug 31 R/S 1-5 to 1-10 & common +
second R/S
Security Notes
New Issue=6-00 10,454,545 shs at $16 by Morgan Stanley Dean Witter et al.
Capital Change=shs decreased by 1 for 20 split. Ex-date=11/09/2015
This got to me 4:34 pm ET nice late day summer dump
https://seekingalpha.com/filing/3631481
See 2. and 4. RS & 20% more common
1. To elect seven members to Capstone’s Board of Directors to serve until the next annual meeting or until their successors have been elected and qualified;
2. To approve an amendment to Capstone’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our outstanding shares of Common Stock by a ratio in the range of 1-for-5 and 1-for-10, as determined in the sole discretion of our Board of Directors;
3. To approve the NOL Rights Agreement, dated as of May 6, 2016, with Computershare Inc., as amended;
4. To approve, for purposes of complying with applicable NASDAQ Listing Rules, the potential issuance of more than 20% of the Company’s Common Stock pursuant to the Company’s October 2016 offering of securities;
5. To approve the Capstone Turbine Corporation 2017 Equity Incentive Plan;
6. To approve the amended and restated Capstone Turbine Corporation Employee Stock Purchase Plan;
7. To hold a non-binding advisory vote on compensation of named executive officers;
8. To hold an advisory vote with respect to the frequency of advisory votes on the compensation of our named executive officers;
9. To ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018; and
10. To transact any other business that is properly brought before the Annual Meeting or any adjournments or postponements thereof.
DRWI in trouble DragonWave -- Comerica Bank
OTTAWA, CANADA -- (Marketwired) -- 07/20/17 -- DragonWave Inc. (TSX: DRWI)(NASDAQ: DRWI) ("The Corporation" or "DragonWave") has received from Comerica Bank , as agent for Comerica Bank and Export Development Canada , a repayment demand of US$17,243,336 . The Corporation also received a notice of intention to enforce the security under the June 1, 2012 Revolving Credit Agreement, pursuant to section 244(1) of the Bankruptcy and Insolvency Act ( Canada ) (the "Notice of Intention to Enforce").
DragonWave continues to pursue alternative financing; however, there is no assurance that the Corporation will be successful in securing such financing, or if such financing discussions will be sufficiently advanced in the next 10 days when the notice period set out in the Notice of Intention to Enforce expires, at which time Comerica Bank and Export Development Canada may seek to take steps to enforce the security.
Comerica Bank , as agent, has reserved its right to proceed with enforcement of its security, at any time prior to the time specified in the Notice of Intention to Enforce, in those circumstances where such earlier enforcement may be permitted by law.
About DragonWave
DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWave's carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWave's products is wireless network backhaul, including a range of products ideally suited to support the emergence of underlying small cell networks. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWave's corporate headquarters are located in Ottawa, Ontario , with sales locations in Europe , Asia , the Middle East and North America . For more information, visit http://www.dragonwaveinc.com.
DragonWave® is a registered trademark of DragonWave Inc.
Forward-Looking Statements
Certain statements in this release constitute forward-looking statements or forward-looking information as defined by applicable securities laws. Forward-looking statements include statements as to DragonWave's restructuring efforts, efforts to reduce operating expenses and address working capital, and identification and assessment of strategic alternatives in relation to short term liquidity requirements. These statements are subject to certain assumptions, risks and uncertainties, including DragonWave's ongoing efforts to manage cash flows and liquidity.
Forward-looking statements are provided to help external stakeholders understand DragonWave's expectations as of the date of this release and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on such statements. DragonWave's actual results, performance, achievements and developments may differ materially from the results, performance, achievements or developments expressed or implied by such statements, as a result of the risks identified above as well as other risks identified in our publicly filed documents. Material risks and uncertainties relating to our business are described under the heading "Risks and Uncertainties" in the MD&A dated July 12, 2017 and in the Company's Annual Information Form and other public documents filed by DragonWave with Canadian and United States securities regulatory authorities, which are available at www.sedar.com and www.sec.gov, respectively. DragonWave assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
Contacts:
Investor Contact:
Patrick Houston
CFO
DragonWave Inc.
investor@dragonwaveinc.com
+1-613-599-9991 ext 2278
Media Contact:
Nadine Kittle
Marketing Communications
DragonWave Inc.
nkittle@dragonwaveinc.com
+1-613-599-9991 ext 2262
Source: DragonWave Inc.
DRYS R/S 1-7 ah for 7/21 -28%
04:33 PM EDT, 07/18/2017 (MT Newswires) -- DryShips (DRYS), a diversified owner of ocean going cargo vessels, said after market close on Tuesday that it will effect a 1-for-7 reverse stock split of the company's issued common shares.
Shares fell as much as 29% in extended trading.
The reverse stock split will take effect, and the company's common shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market as of the opening of trading on July 21.
When the reverse stock split becomes effective, every seven shares of the company's issued common stock will be automatically combined into one share of common stock.
As of the date of this press release, the company had 36.3 million shares issued and outstanding. Effecting the reverse stock split will cut the number of issued and outstanding common shares to approximately 5.2 million shares.
Price: 0.59, Change: -0.24, Percent Change: -29.17
Thanks for PGNPQ filing. DRYS next? 1-7 R/S
Saw DRYS file a counter claim against one of the many lawsuits against it.
Then came ah news of R/S approved by BoD back in early May as to size of
split & resulting shares.
04:33 PM EDT, 07/18/2017 (MT Newswires) -- DryShips (DRYS), a diversified owner of ocean going cargo vessels, said after market close on Tuesday that it will effect a 1-for-7 reverse stock split of the company's issued common shares.
Shares fell as much as 29% in extended trading.
The reverse stock split will take effect, and the company's common shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market as of the opening of trading on July 21.
When the reverse stock split becomes effective, every seven shares of the company's issued common stock will be automatically combined into one share of common stock.
As of the date of this press release, the company had 36.3 million shares issued and outstanding. Effecting the reverse stock split will cut the number of issued and outstanding common shares to approximately 5.2 million shares.
Price: 0.59, Change: -0.24, Percent Change: -29.17
hmm deep .0002 & .002 b & a
that's after the 5s on bid & 1 ask 6 & some 7s
keeps pinging 7 past week
ANY Sphere 3D RS 1-25 today
Stock Split in General
Sphere 3D Corp ANY:NASDAQ
Sphere 3D Corp has announced a 1-25 split effective 7/12/17.
NITE closed it on bid 5 but thin size
CSTI has 3M sitting on bid 4. thins on ask
NITE on ask 6 8M
VNDM has 5M on ask 6 npw still hvy bids
CDEL on bid 5 10.3M ask 6 1.5M
some CSTI L2 ask to 8
FTR Frontier Comm 1:15 R/S at open today 7/10 1.75B to 175M
Only cuts O/S by a factor of 10. $1.06 to $15.19 pre
https://www.sec.gov/Archives/edgar/data/20520/000119312517224772/d394967d8k.htm
Item 3.03. Material Modification to Rights of Security Holders
The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 5, 2017, Frontier Communications Corporation filed a Certificate of Amendment of the Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to (i) effect a reverse stock split of the issued shares of Frontier common stock at a ratio of one share for fifteen shares and (ii) reduce the total number of shares of common stock that Frontier is authorized to issue from 1,750,000,000 to 175,000,000. By its terms, the Certificate of Amendment became effective at 12:01 a.m., Eastern Time, on July 10, 2017 (the “Effective Time”). As previously disclosed, Frontier’s stockholders and the Board of Directors approved the reverse stock split on May 10, 2017.
Upon the Effective Time, each fifteen shares of Frontier common stock were automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Any stockholder who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment (without interest) in an amount equal to the market value of the fractional share to which the stockholder would otherwise be entitled. The process to be used to implement the payment of cash for fractional shares is set forth under the heading “Treatment of Fractional Shares” on pages 70 – 71 in Frontier’s 2017 proxy statement, filed with the SEC on March 28, 2017.
Pursuant to the terms of the Certificate of Designations for Frontier’s 11.125% Mandatory Convertible Preferred Stock, Series A, the conversion rate at which shares of preferred stock will be converted into shares of common stock will be proportionately adjusted to reflect the reverse stock split.
Trading in Frontier’s common stock will continue on the Nasdaq Global Select Market on a post-split basis under the symbol “FTR,” although it is considered a new listing and has a new CUSIP number (35906A 306).
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached hereto as Exhibit 3(i).
FTR Frontier Comm 1:15 R/S at open today 7/10 1.75B to 175M
Only cuts O/S by a factor of 10. $1.06 to $15.19 pre
https://www.sec.gov/Archives/edgar/data/20520/000119312517224772/d394967d8k.htm
Item 3.03. Material Modification to Rights of Security Holders
The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 5, 2017, Frontier Communications Corporation filed a Certificate of Amendment of the Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to (i) effect a reverse stock split of the issued shares of Frontier common stock at a ratio of one share for fifteen shares and (ii) reduce the total number of shares of common stock that Frontier is authorized to issue from 1,750,000,000 to 175,000,000. By its terms, the Certificate of Amendment became effective at 12:01 a.m., Eastern Time, on July 10, 2017 (the “Effective Time”). As previously disclosed, Frontier’s stockholders and the Board of Directors approved the reverse stock split on May 10, 2017.
Upon the Effective Time, each fifteen shares of Frontier common stock were automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Any stockholder who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment (without interest) in an amount equal to the market value of the fractional share to which the stockholder would otherwise be entitled. The process to be used to implement the payment of cash for fractional shares is set forth under the heading “Treatment of Fractional Shares” on pages 70 – 71 in Frontier’s 2017 proxy statement, filed with the SEC on March 28, 2017.
Pursuant to the terms of the Certificate of Designations for Frontier’s 11.125% Mandatory Convertible Preferred Stock, Series A, the conversion rate at which shares of preferred stock will be converted into shares of common stock will be proportionately adjusted to reflect the reverse stock split.
Trading in Frontier’s common stock will continue on the Nasdaq Global Select Market on a post-split basis under the symbol “FTR,” although it is considered a new listing and has a new CUSIP number (35906A 306).
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached hereto as Exhibit 3(i).
TOPS 1.20 tanks on deal news. post R/S
REXX Energy R/S 1-10 at open
$4.23 area now
Rex Energy Corp REXX:NASDAQ
Rex Energy Corp has announced a 1-10 split effective 5/15/17.
PTIE R/S 1:7 at open today Pain Therapeutics
Closed 4.645
Stock Split in General
Pain Therapeutics Inc PTIE:NASDAQ
Pain Therapeutics Inc has announced a 1-7 split effective 5/10/17.
FTR to set R/S 1:15 cut A/S
News release was just AC yesterday.
Frontier Communications Board Will Set Reverse Stock Split Ratio at 1-for-15
NORWALK, Conn.--(BUSINESS WIRE)-- Frontier Communications Corporation (NASDAQ: FTR) announced today that its Board of Directors has made a determination that it will set the reverse stock split ratio at 1-for-15 if stockholders approve the reverse stock split proposal that is now before them and, following such approval, the Board decides to proceed with the reverse stock split. The Board made its determination after considering a number of factors, including the recommendation of the Company’s financial advisor, target pricing, and feedback from stockholders and commentators. In addition to the reverse stock split, the proposal before Frontier stockholders would reduce the authorized number of shares of common stock from 1,750,000,000 to 175,000,000.
Voting Matters
There are no changes to the previous proxy/voting instruction card. Stockholders that have already voted do not need to take any action unless they wish to change their vote.
Proxies/voting instructions already returned by stockholders will remain valid and will be voted at the Annual Meeting, or at any adjournment or postponement thereof, in the manner indicated unless the stockholder revokes the proxy or changes the vote before the shares are voted at the Annual Meeting. Shares represented by proxies returned before the Annual Meeting, but for which no voting instructions have been provided, will be voted in accordance with the Board’s recommendations as set forth in the proxy statement dated March 28, 2017. Important information regarding how to vote shares, revoke proxies or change voting instructions already given is available in the proxy statement under the caption “QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING”.
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) is a leader in providing communications services to urban, suburban, and rural communities in 29 states. Frontier offers a variety of services to residential customers over its fiber-optic and copper networks, including video, high-speed internet, advanced voice, and Frontier Secure® digital protection solutions. Frontier Business Edge™ offers communications solutions to small, medium, and enterprise businesses. More information about Frontier is available at www.frontier.com.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20170502006772r1&sid=acqr7&distro=nx&lang=en
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FTR to set R/S 1:15 cut A/S
News release was just AC yesterday.
Frontier Communications Board Will Set Reverse Stock Split Ratio at 1-for-15
NORWALK, Conn.--(BUSINESS WIRE)-- Frontier Communications Corporation (NASDAQ: FTR) announced today that its Board of Directors has made a determination that it will set the reverse stock split ratio at 1-for-15 if stockholders approve the reverse stock split proposal that is now before them and, following such approval, the Board decides to proceed with the reverse stock split. The Board made its determination after considering a number of factors, including the recommendation of the Company’s financial advisor, target pricing, and feedback from stockholders and commentators. In addition to the reverse stock split, the proposal before Frontier stockholders would reduce the authorized number of shares of common stock from 1,750,000,000 to 175,000,000.
Voting Matters
There are no changes to the previous proxy/voting instruction card. Stockholders that have already voted do not need to take any action unless they wish to change their vote.
Proxies/voting instructions already returned by stockholders will remain valid and will be voted at the Annual Meeting, or at any adjournment or postponement thereof, in the manner indicated unless the stockholder revokes the proxy or changes the vote before the shares are voted at the Annual Meeting. Shares represented by proxies returned before the Annual Meeting, but for which no voting instructions have been provided, will be voted in accordance with the Board’s recommendations as set forth in the proxy statement dated March 28, 2017. Important information regarding how to vote shares, revoke proxies or change voting instructions already given is available in the proxy statement under the caption “QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING”.
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) is a leader in providing communications services to urban, suburban, and rural communities in 29 states. Frontier offers a variety of services to residential customers over its fiber-optic and copper networks, including video, high-speed internet, advanced voice, and Frontier Secure® digital protection solutions. Frontier Business Edge™ offers communications solutions to small, medium, and enterprise businesses. More information about Frontier is available at www.frontier.com.
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ORIG Ocean Rig A/S to 1Tril & R/S voted
6:14pm ET
Title: OCEAN RIG UDW INC. ANNOUNCES THE RESULTS OF ITS 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Link to press release: http://cdn.capitallink.com/files/docs/companies/ocean_rig/press/oceanrig042417.pdf
This information is distributed by Capital Link, Inc. - Investor Relations
230 Park Avenue, Suite 1536
New York, NY 10169
Tel: (212) 661-7566
Fax: (212) 661-7526
Email: press@mailing.irreleases.com
The following proposals were approved and adopted at the Meeting:
1. the election of Mr. George Economou and Mr. Michael Pearson to serve as Class A Directors until the 2020 Annual General Meeting of the Shareholders of the Company;
2. the approval of the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A., as the Company’s independent auditors for the fiscal year ending December 31, 2017;
3. the increase in the Company’s authorized share capital of one billion (1,000,000,000) common shares of a par value of US$0.01 each and five hundred million (500,000,000) preferred shares of a par value of US$0.01 each to one trillion (1,000,000,000,000) common shares of a par value of US $0.01 each and five hundred million (500,000,000) preferred shares of a par value of US$0.01 each; and
4. the approval to allow the board of directors (the “Board”) to effect one or more reverse stock splits of the Company's issued common shares at a ratio of not less than one-for-two and not more than one-for-100,000, with the exact ratio to be set at a whole number within this range to be determined by the Board, or any duly constituted committee thereof, at any time after approval by the shareholders, and to authorize the Board to implement any such reverse stock split at its discretion.
TEUM gets "going concern" audit opinion
04:17 PM EDT, 04/05/2017 (MT Newswires) -- Pareteum (TEUM) said its annual report included a going concern qualification paragraph in the audit opinion from its independent registered public accounting firm.
Price: 0.79, Change: , Percent Change:
Fitch report on retail defaults. Payless Shoes latest
By Ciara Linnane , MarketWatch
The bankruptcy of a household name brand highlights the challenges facing retailers, including discounters
Payless ShoeSource's bankruptcy filing has propelled Fitch Ratings' U.S. retail default rate higher and kept the sector on track for up to $6 billion of defaults this year in the latest blow to retail bondholders.
The rating agency's trailing 12-month loan default rate for the retail sector has climbed to 1% in April from 0% in March and 0.5% at the end of February, according to the rating agency.
Fitch is expecting the rate to spike to 9% by year-end as retailers continue to struggle with slowing traffic, shrinking margins caused by steep discounting and the competition from juggernaut Amazon.com (AMZN) . Consumer behavior is also changing with experiences and services more in demand than "stuff".
"Retailers have also suffered from the ebb and flow of brand popularity," Fitch said in a report. "Negative comparable-store sales and fixed-cost deleverage have led to negative cash flow, tight liquidity and unsustainable capital structures."
Payless was one of nine retailers on Fitch's "Loans of Concern" list, which comprises issuers with a significant risk of defaulting on their debt in the next 12 months. The other eight with combined loan debt of nearly $6 billion are Sears Holding Corp. (SHLD) with about $2.5 billion of debt, 99 Cents Only Stores LLC, Charming Charlie LLC , Gymboree Corp. , Nine West Holdings Inc. ; NYDJ Apparel LLC ; rue21, Inc.; and True Religion Apparel Inc.
Don't miss: From a risk-of-bankruptcy standpoint, the retail business is the new oil and gas (http://www.marketwatch.com/story/retail-industry-is-expected-to-replace-oil-and-gas-as-2017s-distressed-sector-2017-02-15)
(https://sw.graphiq.com/w/4In7UKsAEcZ)
Moody's said in February that it has 19 names in its retail and apparel portfolio, or 14% of the total, that are trading at Caa/Ca, deep into speculative, or "junk," territory. That is close to the 16% considered distressed during the 2008/2009 period, said retail analyst Charles O'Shea . The rise is part of a wider trend affecting sectors across Moody's coverage that has retail replacing oil and gas as the most-troubled industry.
See: Number of distressed U.S. retailers at highest level since Great Recession (http://www.marketwatch.com/story/number-of-distressed-us-retailers-at-highest-level-since-great-recession-2017-02-27)
Payless filed for chapter 11 protection on Tuesday with a $385 million debtor-in-possession loan, composed of a $305 million asset-backed loan and an $80 million term loan, that has been extended by existing lenders to refinance debt and provide $120 million liquidity during the restructuring. Payless became highly leveraged in a 2012 buyout and its debt burden has crushed it during a period of weak sales and cash flow.
Don't miss:Sears is 'one sick puppy,' and there may be no remedy (http://www.marketwatch.com/story/sears-is-one-sick-puppy-and-there-may-be-no-remedy-2017-01-12)
Read:Macy's and Kohl's still struggling to come to grips with e-commerce and the Amazon effect (http://www.marketwatch.com/story/macys-and-kohls-still-struggling-to-come-to-grips-with-e-commerce-and-the-amazon-effect-2017-01-05)
The company is planning to hold liquidation sales for 400 underperforming stores that will be closed and will try to renegotiate leases or close more stores. Payless has entered a pact with parties that own about two-thirds of its first lien and second lien debt, which would reduce overall debt by about 50%.
The first lien loans were bid at 38 cents on the dollar on Tuesday and the second-lien loans at 13 cents on the dollar, suggesting low recovery prospects.
Read also:The smart money is record 'short' in stocks, and the dumb money is record 'long' (http://www.marketwatch.com/story/the-smart-money-is-record-short-in-stocks-and-the-dumb-money-is-record-long-2017-04-05)
Payless has joined a growing list of retailers to seek bankruptcy protection in recent months.
Eastern Outfitters, whose chains include Eastern Mountain Sports and Bob's Stores, filed for chapter 11 protection last month, and The Limited filed in January, causing the company to close all its stores.
Other companies that have filed for chapter 11 or completely liquidated in the past year include Wet Seal , American Apparel , Aéropostale Inc. (AROPQ) , +0.00% and Sports Authority .
Macy's Inc. (M), Gap Inc. (GPS), Sears Holding Corp. and Guess Inc. (GES) are among the retailers that have announced store closures in recent months. Macy's and Sears are often anchor stores that are meant to draw traffic to malls and other shopping centers, and specialty stores like Gap depend on the boost.
As a household name brand, the Payless bankruptcy has disappointed some investors, who believed the discounter was somewhat cushioned from the stresses hitting the broader sector, said Diana Smith , associate director of retail and apparel at market research company Mintel. As a shoe retailer, it was also viewed as being immune to the Amazon threat as a product category that works well out of physical stores. Consumers typically want to try on shoes before they buy them, said Smith.
That dynamic is changing, according to Mintel's Men's and Women's Footwear September 2016 report, which showed 30% of shoe buyers are now more comfortable buying footwear online than they were previously.
"All of this reinforces the need for a seamless shopping experience and highlights the importance of remaining relevant to core customers while constantly attracting new ones," she said.
The stress in the sector is hurting the buyers of retail debt. The Bank of America Merrill Lynch High Yield Super Retail Index is showing a negative return of 1.1% for the year to date. The broader US High Yield Master Index is showing positive returns of 2.7% for the same period.
In equities, the SPDR S&P Retail exchange-traded fund (XRT) has lost 6% in the year to date, while the S&P 500 has gained 6%.
See also:For traditional retailers, the ' Amazon effect' extends to tech talent and not just sales (http://www.marketwatch.com/story/for-traditional-retailers-the-amazon-effect-extends-to-tech-talent-and-not-just-sales-2017-01-20)
- Ciara Linnane ; 415-439-6400; AskNewswires@dowjones.com
(END) Dow Jones Newswires
ORIG P.R. on restructuring
http://mailing.capitallink.com/emailmarketer/link.php?M=11085937&N=3644&L=536328&F=H
OCEAN RIG ANNOUNCES OVER 75% SUPPORT FOR RESTRUCTURING AGREEMENT FROM HOLDERS OF THE COMPANY'S CONSOLIDATED INDEBTEDNESS
Supreme Ct rules against structured dismissals of Bk
The U.S. Supreme Court on Wednesday rejected an increasingly popular bankruptcy-court tactic, structured dismissals of bankruptcy cases by way of settlements that override payment priority rules.
The ruling came in the closely watched case of Jevic Transportation, a New Jersey trucking company that shut down suddenly, throwing thousands of drivers out of work, and filed for bankruptcy in 2008.
Jevic's chapter 11 bankruptcy ran out of money and ended with a court-approved deal that meant some cash for junior creditors, but nothing for drivers that had priority claims.
Instead of a chapter 11 plan, Jevic wrapped up its affairs with a settlement and dismissed its bankruptcy case. A six-justice majority of the high court on Wednesday found that ran afoul of rules set out by Congress .
"Bankruptcy courts may not approve structured dismissals that provide for distributions that do not follow ordinary priority rules without the consent of affected creditors," said Justice Stephen Breyer , writing for the majority.
Robert Feinstein , a lawyer who helped put together the settlement, said creditors "are reviewing the opinion and considering its implications" when the Jevic case heads back to bankruptcy court for more work. Over 1,000 unsecured creditors received checks years ago as the result of the settlement that has now been vacated, Mr. Feinstein said.
Jack Raisner , lawyer for the unpaid truck drivers, said he was grateful the court "preserved and reaffirmed the important right on which employees have long relied: to get paid" instead of allowing a bankrupt company to pay off lower ranked creditors.
"That no longer can happen without the employees' consent," he said
Unpaid wages, taxes and other categories of debt have been given priority in bankruptcy by Congress , and are required to be paid before other debts. Jevic's structured dismissal overran those rules, over the protests of the unpaid truckers.
Wednesday's ruling overturned the Jevic dismissal, on the grounds that beleaguered companies cannot do in a settlement what they couldn't do in chapter 11 or chapter 7, ignore the payment priority scheme set out by Congress .
As long as priority creditors don't consent to the deal, such settlements can't be approved, the high court said.
Jevic's deal didn't save the company as a business or promote the possibility a chapter 11 exit plan could be confirmed, a six-justice majority of the high court noted.
"It's an important case because it clarifies that the bankruptcy-court priority rules are guardrails that powerful claimants cannot evade just because it serves their interests," said Jonathan Lipson , a professor at Temple University Beasley School of Law , who co-authored an amicus brief signed by more than a dozen bankruptcy scholars.
Wednesday's decision overturns a bankruptcy court ruling approving the settlement and dismissal. A federal district court and the Third U.S. Circuit Court of Appeals upheld the bankruptcy judge's decision, which cited the company's " dire circumstances."
By the end of Jevic's chapter 11 bankruptcy, there was only $1.7 million in the bankruptcy coffers, all of it claimed by private-equity firm Sun Capital Partners , which had acquired the company in a 2006 leveraged buyout. Jevic owed $53 million to Sun Capital and LBO funder CIT Group , a secured debt that threatened to absorb all the cash in the chapter 11 proceeding.
Unless there was a deal with Jevic's owner, there wouldn't be cash to cover chapter 11 expenses or pay any creditors, architects of the settlement argued. According to the high court, Sun Capital didn't want a settlement that would help fund continued litigation from the out-of-work truck drivers, so the "priority-skipping" pact was negotiated and agreed to.
At the time the settlement was formulated, the truck drivers had made headway on an $8 million lawsuit premised on the Worker Adjustment and Retraining Notification Acts, state and federal labor laws designed to cushion the blow of sudden mass layoffs. Sun Capital ultimately won the WARN Act case on the grounds it wasn't the truck drivers' employer.
Advocates of structured dismissals argued that rejecting Jevic's settlement will do nothing for creditors and will erase the small benefit that some junior creditors enjoyed.
But the Supreme Court's ruling says there is no reasoning away the payment priority scheme, which expresses public policy in determining some bankruptcy claims are more important than others. Even allowing the possibility of a " priority skipping" structured settlement in rare cases shifts the bargaining power that gives unpaid workers and taxing authorities some leverage in bankruptcy, the court said.
Mr. Lipson said lower courts treated cash-strapped Jevic as a "rare case, when it was anything but rare. Companies frequently enter bankruptcy with little or no unencumbered assets and there's no reason to think that that's going to change." Allowing a "rare case" exception, he said, invited litigation, while keeping the priority scheme clear promotes settlements that bring all creditors on board.
Bankruptcy lawyer Chris Ward , who isn't involved in the Jevic case, noted that the Supreme Court didn't rule out structured dismissals. "You can still use structured dismissals as a tool to dismiss a bankruptcy case. You just need to follow the absolute priority rule," Mr. Ward said.
"The essential point is that, regardless of the reason, the proposed settlement called for a structured dismissal that provided for distributions that did not follow ordinary priority rules," Justice Breyer wrote.
While bankruptcy courts have the power to dismiss bankruptcy cases, they don't have the power to approve a settlement that distributes assets, and then dismiss the cases, the high court said.
Justice Clarence Thomas and Justice Samuel Alito dissented, saying the case law wasn't sufficiently developed to decide the question.
Write to Peg Brickley at peg.brickley@wsj.com
(END) Dow Jones Newswires
03-22-17 1403ET
ACAR R/S 1-500 open 1/27 Friday
news just now
OREM, UT -- (Marketwired) -- 01/26/17 -- ActiveCare, Inc. (OTCQB: ACAR) announced today that it will effect a 1-for-500 reverse stock split of its common stock (the "Reverse Split"). The Reverse Split was approved by the Company's stockholders. The Reverse Split will be effective and the Company's common stock will trade on a split-adjusted basis as of the opening of business on Friday, January 27, 2017 . The exercise and conversion prices of the Company's outstanding warrants and convertible notes, as well as the amount of shares issuable pursuant to the Company's equity compensation plans, will be adjusted accordingly.
Upon the effectiveness of the Reverse Split, each five hundred shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.00001 per share. The Company will not issue any fractional shares in connection with the Reverse Split. Fractional share interests will be rounded up. The Reverse Split will not modify the rights or preferences of the Company's common stock.
The Company's transfer agent, American Stock Transfer & Trust Company, LLC , will act as exchange agent for the Reverse Split. 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 with 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 or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to brokers' particular processes, and will not be required to take any action in connection with the Reverse Split. American Stock Transfer & Trust Company, LLC can be reached at (800) 937-5449 or (718) 921-8317.
Additional information regarding the Reverse Split can be found in the Company's information statement filed with the U.S. Securities and Exchange Commission on September 13, 2016 , a copy of which is available at www.sec.gov.
About ActiveCare ActiveCare, Inc. focuses on providing monitoring services for individuals with diabetes. Its CareCenter is staffed around the clock by highly trained specialists offering all manner of assistance with health monitoring. Headquartered in Orem, Utah , and publicly traded on the OTC Bulletin Board under symbol ACAR, ActiveCare, Inc. is committed to providing consistent excellence in quality and safety as well as friendly care for members and caregivers alike. To learn more about ActiveCare, Inc. , visit www.activecare.com.
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