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To: D. K. G. who wrote (393)2/8/2007 11:24:56 AM
From: fistgomer  Respond to of 484
 
Form 8-K for ERGO SCIENCE CORP /DE/

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7-Feb-2007

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Stan

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
The information contained in Item 8.01 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information contained in Item 8.01 below is incorporated herein by reference.

Item 8.01 Other Events
Ergo Science Corporation (the "Company") announced today that it has filed certificates of amendment to its certificate of incorporation with the Secretary of State of Delaware to affect a 1-for-200 reverse stock split of the Company's common stock, par value $0.01 per share ("common stock"), to be followed immediately by a 200-for-1 forward stock split of the Company's common stock (collectively, the "transaction"). The transaction was effective as of 11:58
p.m. (Eastern Time) on February 6, 2007. The main purpose of the transaction is to permit the Company to deregister the common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and thereby avoid the expenses associated with filing reports with the Securities and Exchange Commission.

Pursuant to the transaction, stockholders of record holding fewer than 200 shares of the Company's common stock immediately before the transaction will have such shares aggregated, converted into the right to receive a cash payment of $2.10 for each such share owned before the reverse stock split and sold to William T. Comfort III, a stockholder and director of the Company. Stockholders who are cashed out as a result of the transaction will be notified by the Company's transfer agent and the exchange agent for purposes of the transaction, American Stock Transfer & Trust Company. Stockholders holding 200 or more shares of the Company's common stock immediately before the transaction will continue to hold the same number of shares after completion of the transaction and will not receive any cash payment for their shares.

As a result of the transaction, approximately 45,380 shares were cashed out and the number of holders of record of the Company's common stock was reduced to fewer than 300, which enables the Company to terminate the registration of its common stock under the Exchange Act. The Company will file to terminate the registration of its common stock immediately. In connection with the transaction, the common stock will no longer be eligible for quotation on the over-the-counter bulletin board maintained by the NASD. The common stock will only be quoted on the "pink sheets" and stockholders will continue to be able to trade their shares in the over-the-counter markets or private transactions.

A copy of the press release announcing the proposed transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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To: D. K. G. who wrote (393)2/9/2007 1:31:37 PM
From: D. K. G.  Respond to of 484
 
American Bank Incorporated(AMBK) Announces Plan to Deregister
Thursday February 8, 4:28 pm ET

biz.yahoo.com

The Company's Board has structured the transaction so that, as a result of the merger of the to-be-formed interim corporation into the Company and the share reclassification, the following would occur:

* Shareholders of record owning 100 or fewer common shares of the Company will receive $9.10 in cash for each share held;
* Shareholders of record owning more than 100 but fewer than 1,000 common shares of the Company will have the option of choosing between $9.10 in cash per share or receipt of shares of a proposed new class of preferred stock of the Company called "Series A Preferred Stock" on a share for share basis; and
* Shareholders of record owning 1,000 or more common shares of the Company will retain their common shares without change.

The Company will limit the amount of cash payable in the transaction to an amount no less than $1,650,000, which would enable all record shareholders owning less than 1,000 shares as of today to receive $9.10 in cash. At the time of election, if there are more shareholders electing cash than is available, priority will be given to shareholders who were holders of record and owned less than 1,000 shares as of February 8, 2007.



To: D. K. G. who wrote (393)4/24/2007 4:00:46 PM
From: D. K. G.  Read Replies (1) | Respond to of 484
 
On April 24, 2007, K-tel International, Inc. (the “Company”) issued a press release announcing that on Tuesday, April 24, 2007, it filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13E-3 in connection with a 1-for-5,000 reverse split of the Company’s common stock intended to take the Company private (the “Reverse Split”).   Amendment No. 1 was filed to, among other things, reflect an increase in the amount to be paid to the Company’s shareholders owning fractional shares after the Reverse Split from $.0625 to $.095 per share, in accordance with the determination by the Special Committee of the Company’s Board of Directors that $.095 per share is fair to its shareholders.  A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

sec.gov