To: Biomaven who wrote (7802 ) 1/24/2003 11:16:28 PM From: rkrw Respond to of 52153 <<So this was a "hidden" floorless. Wonder if there are any others like it lurking around?>> Press Release Source: Valentis, Inc. Valentis Completes Capital Restructuring Friday January 24, 8:20 pm ET BURLINGAME, Calif., Jan. 24 /PRNewswire-FirstCall/ -- Valentis, Inc. (Nasdaq: VLTS - News) announced today that it received stockholder approval for its proposed capital restructuring and that the restructuring activities have been completed. Specifically, the Company has effected the conversion of all outstanding shares of its Series A Convertible Redeemable Preferred Stock into Common Stock and, immediately thereafter, a reverse stock split of its Common Stock at a ratio of one-for-thirty. ADVERTISEMENT The conversion and reverse stock split were approved by the holders of the Company's Common Stock at the Company's Annual Meeting of Stockholders held on January 23, 2003. At the Annual Meeting, the stockholders approved the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), which provided for the following: (i) an increase in the authorized shares of Common Stock from 65 million to 190 million; (ii) the elimination of all redemption rights of the Series A Preferred Stock; (iii) an adjustment of the conversion price of the Series A Preferred Stock from $9.00 to $0.242; (iv) the automatic conversion into Common Stock of all outstanding shares of Series A Preferred Stock (plus accrued and unpaid dividends and arrearage interest on unpaid dividends) at 5:00 p.m. EST on the filing date of the Restated Certificate; and (v) a reverse stock split of the Company's outstanding Common Stock at 5:01 p.m. EST on the filing date of the Restated Certificate, in the range of 1:5 to 1:40, as determined at the discretion of the Board of Directors of the Company. The Restated Certificate was previously approved by Company's Board of Directors and the holders of the Company's Series A Preferred Stock. The Company filed the Restated Certificate this morning, and the conversion of Series A Preferred Stock and the reverse stock split occurred today at 5:00 p.m. EST and 5:01 p.m., respectively. As a result of the conversion of the Series A Preferred Stock (and the payment of accrued and unpaid dividends and arrearage interest on unpaid dividends), the Company issued 129,759,051 shares of Common Stock. As a result of the reverse stock split, each outstanding share of Common Stock automatically converted into one-thirtieth of a share of Common Stock, respectively, thereby reducing the number of shares of Common Stock outstanding from approximately 166.7 million to 5.6 million. In lieu of fractional shares of Common Stock, stockholders will receive a cash payment based on the closing price of the Common Stock on January 23, 2002 of $0.18 per share. The par value of the Common Stock remains at $.001, and the number of authorized shares of Common Stock remains at 190 million. The Company's Common Stock will begin trading on a split-adjusted basis when the market opens on January 27, 2003, with the interim ticker symbol "VLTSD." After twenty trading days, the Company expects that the "D" designation (signifying the reverse stock split) will be removed, and its ticker symbol will revert to "VLTS." The Company's transfer agent, Equiserve, L.P., will mail instructions to stockholders of record regarding the exchange of certificates for Common Stock.