Silhouette Brands, Inc. Splits Common Stock 4-for-1 Through Three Share Stock Dividend, Amends Preferred Stock Terms and Splits Preferred Stock 2-for-1 Through One Share Stock Dividend
NEW YORK--(BUSINESS WIRE)--11/25/2003--Silhouette Brands, Inc. (the "Company") (SIHB.PK) has declared a four-for-one stock split of its Common Stock, $0.0001 par value (the "Common Stock"), with a record date of December 3, 2003 (the "Record Date") and a payment date of December 4, 2003. The split was effected by declaring a stock dividend, to the holders of Common Stock on the Record Date, of three shares of Common Stock for each share of Common Stock outstanding on the Record Date. Following the stock dividend, there will be 12,822,776 shares of Common Stock outstanding. The Company also amended its certificate of incorporation to increase the number of authorized shares of Common Stock to 40,000,000.
In addition, the Company also adjusted the terms of its 5% Voting Preferred Stock - $5.00 Liquidation Preference, $0.0001 par value (the "$5.00 Liquidation Preferred Stock) to provide for this class, of which 315,000 shares are currently outstanding, to have a $2.50 liquidation preference. Simultaneously the number of authorized shares of this now re-designated 5% Voting Preferred Stock - $2.50 Liquidation Preference ("$2.50 Liquidation Preferred Stock") was increased to 630,000 shares. The Company has also declared a two-for-one stock split of its $2.50 Liquidation Preferred Stock (the "Preferred Stock Split"). The Preferred Stock Split was effected by declaring a stock dividend, to the holders of the $2.50 Liquidation Preferred Stock on December 3, 2003, of one share of $2.50 Liquidation Preferred Stock for each share of $2.50 Liquidation Preferred Stock outstanding on December 3, 2003. The effect of the Preferred Stock Split results in an increase to 630,000 shares of $2.50 Liquidation Preferred Stock issued and outstanding.
The purpose of the Preferred Stock Split was to partially redress the dilution of the voting power of the holders of the $5.00 Liquidation Preferred Stock as a result of the Common Stock stock split. The holders of the newly designated $2.50 Liquidation Preferred Stock will remain entitled to cast ten (10) votes for each share held. The holders of the $2.50 Liquidation Preferred Stock will not receive any additional economic benefit as a result of the Preferred Stock Split since the liquidation preference of $5.00 has been reduced to $2.50 for each share of $2.50 Liquidation Preferred Stock and the aggregate dividend payments will also remain the same since the dividend is based on 5% of the liquidation preference which has been reduced by one-half as stated above.
The payment of the above mentioned stock dividends will be on December 4, 2003. For further information, please contact Silhouette Brands, Inc. at (212) 244-7477.
CONTACT:Silhouette Brands, Inc. Dave Wolfson, 212-244-7477
SOURCE: Silhouette Brands, Inc. Silhouette Brands, Inc.
11/25/2003 16:15 EASTERN |
