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Monday, December 17, 2012 4:38:39 PM
Purpose and Material Effects of Reverse Stock Split
The Board believes that, among other reasons, the low market price of the Company's Common Stock has contributed to a lack of investor interest in the Company and has made it difficult to attract new investors. The Board has proposed the Reverse Stock Split as one method to attract new investors and believes the expected proportionate increase in stock price will enable investment from certain institutional investors who may have internal policies and practices that either prohibit or discourage them from recommending low-priced stocks.
We believe the Reverse Stock Split may improve the price level of our Common Stock and the expected proportionate increase in share price could help generate interest in the Company among investors and create other business opportunities. If the Company's stock continues to trade at current levels, without effecting a reverse stock split, the low market price of our stock makes it increasingly difficult and potentially impossible to raise additional financing. It should be noted that the effect of the Reverse Stock Split upon the market price for our Common Stock is unpredictable, and the history of similar reverse stock split combinations for companies like ours is varied. The Board does believe however, although there can be no assurance, that the Company's recent improvement in financial performance will have a positive effect on the post reverse stock split stock value. Accordingly, for these and other reasons discussed below, we believe effecting the Reverse Stock Split is in the Company's and our stockholders' best interests.
The principal effect of the Reverse Stock Split will be that the number of shares of Common Stock issued and outstanding will be reduced from four hundred seventy-five million, nine hundred ninety one thousand, six hundred ninety-one (475,991,691) to one million, one hundred eighty nine, nine hundred twenty-four (1,189,924) shares of Common Stock, after giving effect to the treatment of fractional shares as more fully described below.
http://biz.yahoo.com/e/121217/sant8-k.html
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