WHX Corporation Effects 1-For-10 Reverse Stock Split
November 24 2008 - 3:33PM
PR Newswire (US)
New Trading Symbol 'WXCO' to be effective post-split on November
25, 2008 WHITE PLAINS, N.Y., Nov. 24 /PRNewswire-FirstCall/ -- WHX
Corporation (Pink Sheets: WXCP) (the "Company" or "WHX") today
announced that effective as of 5:00 p.m. today (Eastern Time) (the
"Effective Time"), the Company will effectuate a 1-for-10 reverse
stock split of its outstanding common stock, par value $0.01 per
share ("Common Stock"), and the Company's shares of Common Stock
will begin trading on November 25, 2008 after giving effect to the
split. The Company expects the Common Stock will begin trading on
the over-the-counter "Pink Sheets" on November 25, 2008 under the
new trading symbol "WXCO" (CUSIP 929248 607). Pursuant to the
reverse stock split, every ten (10) shares of Common Stock issued
and outstanding at the Effective Time will be changed and
reclassified into one (1) share of Common Stock immediately
following the reverse stock split. The reverse stock split affects
all of the Common Stock, stock options, warrants, rights and
convertible securities of the Company outstanding at the Effective
Time. No fractional shares will be issued as a result of the
reverse stock split. Instead, each stockholder whose shares are not
evenly divisible will be rounded up to the nearest whole share of
Common Stock. The reverse stock split will not change the
proportionate equity interests of the Company's stockholders, nor
will the respective voting rights and other rights of stockholders
be altered, except due to immaterial differences because fractional
shares will not be issued and the number of shares of a holder will
be rounded up. As a result of the reverse stock split, the number
of shares of Common Stock issued and outstanding will be reduced
from 121,785,188 shares of Common Stock as of October 24, 2008 to
approximately 12,178,519 shares of Common Stock, subject to
immaterial differences because fractional shares will not be issued
and the number of shares of a holder will be rounded up. The
reverse stock split was approved by the Company's stockholders at a
special meeting of stockholders held on November 19, 2008, whereby
the stockholders voted to authorize the Company's Board of
Directors, at its discretion, to amend the Company's Amended and
Restated Certificate of Incorporation to effect a reverse split of
the Company's issued and outstanding shares of Common Stock at a
specific ratio to be determined by the Board of Directors in its
sole discretion within the range of 1-for-3 and 1-for-10,
inclusive. At a special meeting of the Board of Directors held on
November 20, 2008, the Board of Directors approved a reverse stock
split of the outstanding shares of Common Stock by a ratio of
1-for-10. The Company has retained Computershare Trust Company,
N.A. to manage the exchange of old stock certificates for new,
post-split shares. The Company, through Computershare, will furnish
to each stockholder of record on the Effective Time a transmittal
form with instructions for obtaining new certificates. Stockholders
should not submit any certificates until requested to do so.
Effective November 20, 2008, Robert Frankfurt was elected to the
Board of Directors of the Company. Mr. Frankfurt is the founder of
Myca Partners, Inc., an investment advisory services firm, and has
served as its President since November 2006. From February 2005
through December 2005, Mr. Frankfurt served as the Vice President
of Sandell Asset Management Corp., a privately owned hedge fund.
From October 2002 through January 2005, Mr. Frankfurt was a private
investor. Mr. Frankfurt graduated from the Wharton School of
Business at the University of Pennsylvania with a B.S. in Economics
and received an M.B.A. from the Anderson Graduate School of
Management at UCLA. About the Company WHX is a diversified
industrial products manufacturing company focused on niche
industrial products with strong regional and global customer
demand. WHX delivers value to its customers and stakeholders
through the WHX Business System. WHX's companies manufacture and
sell precious metal brazing products; engineered materials for the
roofing, construction, natural gas, electric, and water industries;
specialty tubing products and precision electroplated materials and
stamped parts. WHX also manufactures and distributes high
performance materials for the printed circuit board industry and
silicone rubber-based insulation materials for industrial,
military/aerospace and commercial markets; adhesive coated vinyl
films and custom-engineered laminates, foils, foams and papers for
industrial, consumer and commercial markets; and meat room cutting
products and services to retail food stores and meat, poultry and
fish processing plants. Forward-looking statements This press
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby.
Investors are cautioned that all forward-looking statements involve
risks and uncertainty, including without limitation, general
economic conditions, the ability of the Company to market and sell
its products, and the effects of competition and pricing. Although
the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions
could be inaccurate, and therefore, there cannot be assurance that
any forward-looking statements included in this press release will
prove to be accurate. In light of the significant uncertainties
inherent in any forward-looking statements included herein, the
inclusion of such information should not be regarded as a
representation by the Company or any other person that the
objectives and plans of the Company will be achieved. CONTACT:
James McCabe (914) 461-1300 DATASOURCE: WHX Corporation CONTACT:
James McCabe of WHX Corporation, +1-914-461-1300
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