BARCELONA—Private Media Group Inc. announced Thursday that it will amend its Articles of Incorporation to effect a reverse split of the company's common stock in the ratio of one-for-three, effective following the close of the NASDAQ Global Market on March 11, 2010, at 5 p.m. PST.
“As a result of the reverse stock split,” the announcement says, “the Company's shareholders at the effective time of the reverse stock split will receive one new share of the Company's common stock in exchange for every three shares held. All fractional shares which would otherwise result from the reverse stock split will be rounded up to the nearest whole share in lieu of fractional shares, so that no cash will be payable in lieu of fractional shares.”
The reverse split is intended to enable the per share trading price of the company's common stock to satisfy NASDAQ’s minimum bid price rule, which requires common stock to maintain a minimum closing bid price of $1. The company is currently not in compliance with the minimum bid price rule.
On Sept. 15, 2009, Private received a letter from NASDAQ saying that it would have a grace period of 180 days, until March 15, 2010, in which to regain compliance with the minimum bid price rule for at least 10 consecutive trading days before the common stock would be subject to delisting procedures.
More information regarding the reverse stock split can be found in the company's proxy statement, dated Oct. 26, 2009, as filed with the U.S. Securities and Exchange Commission on Nov. 3, 2009, which is available on the SEC website at www.sec.gov.
