ES Bancshares, Inc. Announces Reduction in Exercise Price and Extension of Term of Common Stock Purchase Warrants and Reduction
July 01 2008 - 2:28PM
Business Wire
ES Bancshares, Inc. (the �Company�) (OTCBB: ESBS) announced today
that effective June 30, 2008, it has modified the terms of its
327,690 outstanding Common Stock Purchase Warrants (the �Common
Stock Warrants�) (OTCBB: ESBSW) to purchase Company Common Stock.
The Board has reduced the exercise price of the Common Stock
Warrants from $10.00 to $6.75. As was previously announced, the
Board extended the expiration term of such Common Stock Warrants
from June 28, 2008 at 5:00 p.m. New York time to October 31, 2008
at 5:00 p.m. New York time. The Common Stock Warrants were
originally issued in connection with the initial public offering on
April 28, 2004. Each purchaser in the offering was provided with a
Common Stock Warrant to purchase one share for every five shares
purchased. On April 15, 2007 the Board extended the original
expiration term of the Company�s Common Stock Warrants from June
28, 2007 to June 28, 2008 and reduced the original exercise price
of the Company�s Common Stock Warrants from $12.50 to $10.00. The
Company also announced that effective June 30, 2008, it had reduced
the exercise price of its 190,000 Organizer Warrants from $10.00 to
$6.75 for a period ending on October 31, 2008 after which the
exercise price will revert back to $10.00 per share. The Organizer
Warrants, which had an original exercise price of $10.00 per share
and expiration date of June 28, 2009, were granted to its 19
organizers in connection with the opening of Empire State Bank.
Anthony P. Costa, Chairman and Chief Executive Officer, indicated
that �we believe that reducing the exercise price of the Common
Stock Warrants and extending the maturity are appropriate given
today�s adverse market conditions. In addition, the Board of
Directors believes that these modifications will increase the value
of the Common Stock Warrants, the vast majority of which are held
by our stockholders. Finally, the modifications will make it more
likely that such Warrants are exercised, thus increasing capital of
the Company and facilitating the implementation of our business
plan to grow the Company�s assets and liabilities.� Philip
Guarnieri, President and Chief Operating Officer, commented that
�the Board of Directors reduced the exercise price of our Organizer
Warrants by $3.25 in recognition of the $5.75 aggregate reduction
in the exercise price of the Common Stock Warrants, the continued
valuable role played by the organizers in Empire State Bank and the
Company�s need for additional capital to support its business plan.
In this regard, I would note that the Company was advised by
several different investment bankers that reducing the exercise
price of the warrants would be the least expensive way to raise a
modest amount of capital in the current market environment.� The
Company has engaged American Stock Transfer and Trust Company as
its Exchange Agent to facilitate the exchange of warrant
certificates to reflect the new terms. Warrant holders will be
receiving instructions shortly on how to effectuate the exchange.
The Company is the holding company for Empire State Bank, N.A., a
full-service, community-oriented commercial bank providing
financial services to individuals, families and businesses in and
around the Town of Newburgh, the Village of New Paltz and the
borough of Staten Island. This release contains �forward-looking
statements� as defined in the Private Securities Litigation Reform
Act of 1995. A variety of factors could cause ES Bancshares, Inc.�s
actual results to differ from those expected at the time of this
release including changes in the market price of our common stock
and in stock prices generally, competition, changes in general and
local economic conditions, changes in interest rates, our ability
to successfully carry out our plan and regulatory concerns.
Investors are urged to carefully review and consider the various
disclosures in our periodic reports filed with the Securities and
Exchange Commission, including our Annual Report on Form 10-K for
the most recently ended fiscal year. Copies of these filings are
available at no cost on the SEC�s web site at http://www.sec.gov or
on ES Bancshares, Inc.�s web site at http://www.esbna.com.
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