AMEX Instructs Eagle Broadband to Implement Reverse Stock Split; Shareholder Approval Vote to be held at April 18th Annual Meet
08 March 2006 - 11:30PM
Business Wire
Eagle Broadband (AMEX: EAG), a leading provider of broadband,
Internet protocol (IP) and communications technology and services,
announced today that it will seek shareholder approval to implement
a reverse stock split at its April 18, 2006 annual meeting of
shareholders in order to remain in good standing with the American
Stock Exchange. The American Stock Exchange has advised the company
that it deems a reverse split to be appropriate in order to
increase the price of the company's stock. Section 1003(f)(v) of
the Amex Company Guide provides that the Amex will normally
consider suspending trading in, or the delisting of a security if
an issuer fails to effect a reverse split within a reasonable time
after being notified by the Amex that it deems such action to be
appropriate. "It was never Eagle Broadband's intention to do a
reverse split. However, the American Stock Exchange has instructed
us to do so in order to raise the price of our stock," stated Dave
Micek, President and CEO of Eagle Broadband. The company will file
a revised preliminary proxy statement for its April 18, 2006 annual
meeting containing important information regarding a proposed
reverse stock split at a one for thirty-five (1:35) ratio. No
fractional shares will be issued in connection with the reverse
stock split. Instead, any fractional share that results from the
reverse stock split will be rounded to the nearest whole share of
Eagle Broadband common stock. For those shareholders with less than
eighteen (18) shares of common stock prior to the reverse
stock-split, the resulting fractional shares will be cancelled. The
Board of Directors determined to cancel these fractional shares due
to the low price of the common stock weighed against the cost of
issuing a de minimis amount of cash in lieu of fractional shares.
The definitive proxy statement will be mailed to all shareholders
promptly after the mandatory 10-day SEC review of the preliminary
proxy statement. Copies of the proxy statement are available at no
charge from the SEC's website at www.sec.gov and from Eagle's
website at www.eaglebroadband.com. Shareholders are urged to
carefully read the proxy statement prior to submitting their vote.
As of March 7, 2006, there were 303,086,275 shares of Eagle common
stock outstanding. If approved, the reverse stock split would
affect all Eagle common stock, stock options, warrants and
convertible notes outstanding immediately prior to the effective
date of the reverse stock split. About Eagle Broadband Eagle
Broadband is a leading provider of broadband, Internet Protocol
(IP) and communications technology and services, including:
IPTVComplete(TM) the fastest, lowest cost way for broadband
providers to deliver the most competitive IP video services; the
MediaPro line of HDTV-ready IP set-top boxes enabling broadband
providers and hotel operators to deliver state-of-the-art,
interactive entertainment services; and, the SatMAX(TM)
communications system that provides government, military, homeland
security and enterprise customers with non-line-of-sight voice and
data satellite telephony from any location on Earth. The company is
headquartered in Houston, Texas. For more information, please visit
www.eaglebroadband.com or call 281-538-6000. EAGG Forward-looking
statements in this release regarding Eagle Broadband, Inc. are made
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such
forward-looking statements involve risks and uncertainties,
including, without limitation, continued acceptance of the
company's products, increased levels of competition, new products
and technological changes, the company's dependence upon
third-party suppliers, intellectual property rights, and other
risks detailed from time to time in the company's periodic reports
filed with the Securities and Exchange Commission.
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