CARLSBAD, Calif., Jan. 31, 2011 /PRNewswire/ -- Phoenix Footwear
Group, Inc. (Amex: PXG), (the "Company") announced today that at a
special meeting on January 28, 2011
(the "Special Meeting"), the shareholders approved a 1-for-200
reverse stock split (the "Reverse Stock Split") of the Company's
common stock, to be immediately followed by a 200-for-1 forward
stock split of the common stock (the "Forward Stock Split" and
together with the Reverse Stock Split, the "Reverse/Forward Stock
Split"). As a result, registered shareholders owning fewer than 200
shares of common stock of record prior to the Reverse Stock Split
will have such pre-split shares cancelled and converted into the
right to receive cash consideration of $0.75 per pre-split share. The
Reverse/Forward Stock Split will be effective following the close
of business on January 31, 2011.
The purpose of the Reverse/Forward Stock Split is to allow the
Company to suspend its Securities and Exchange Commission reporting
obligations by reducing the number of stockholders of record to
fewer than 300. The Company expects to repurchase
approximately 12,800 shares for $9,600 and reduce its number of shareholders of
record to approximately 210. As a result, the Company expects
to terminate the registration of its common stock under federal
securities laws as soon as practicable. The Company also
intends to file a Form 25 with the SEC to voluntarily delist its
shares from the NYSE AMEX as soon as possible after completion of
the stock split. This delisting will take effect 10 days following
the filing of the Form 25.
Jim Riedman, CEO and President,
stated , "We are pleased to announce this Reverse/Forward Split, as
it is an important step toward our goal of simplifying the
operating structure of the Company and reducing overhead costs
significantly. We believe that we initiated this process at an
appropriate time and that it is in the best interest of our
stockholders and the Company's future growth. We look forward
to our shares trading on the Pink OTC Markets and providing the
shareholders with financial information relating to the fiscal year
ended January 1, 2011 in the near
future."
Additional information regarding the Reverse/Forward Stock Split
is contained in the definitive proxy statement and other relevant
documents filed with the SEC and may be obtained free of charge at
the SEC's website, http://www.sec.gov and at
www.envisionreports.com/pxg. Shareholders of record as of the
effective time of the Reverse Stock Split to receive cash in lieu
of fractional shares will receive instructions by mail regarding
the method of exchanging the old stock certificates for cash in
lieu of fractional shares. Computershare Trust Company, N.A., the
Company's transfer agent, will act as the Exchange Agent for the
Reverse/Forward Stock Split.
About Phoenix Footwear Group, Inc.
Phoenix Footwear Group, Inc., headquartered in Carlsbad, California, specializes in quality
comfort women's and men's footwear with a design focus on fitting
features. Phoenix Footwear designs, develops, markets and sells
footwear in a wide range of sizes and widths under the brands
Trotters®, SoftWalk®, and H.S. Trask®. These brands are primarily
sold through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and are
carried by approximately 650 customers in over 900 retail locations
throughout the U.S. Phoenix Footwear has been engaged in the
manufacture or importation and sale of quality footwear since
1882.
Forward-Looking Statements
This press release contains certain forward-looking statements.
These forward-looking statements include, but are not limited to,
statements preceded by, followed by or that include the words
"believes," "could," "expects," "anticipates," "estimates,"
"intends," "plans," "projects," "seeks," "exploring," or similar
expressions. Such statements are subject to certain risks and
uncertainties which could cause actual results to differ materially
from results presently anticipated or projected. Phoenix Footwear
cautions you not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
Readers are advised that the Phoenix Footwear's actual results may
differ materially from any opinions or statements expressed with
respect to future periods in any current statements in this press
release or in our other filings with the Securities and Exchange
Commission, all of which are available at the SEC's website at
http://www.sec.gov. Many of these risks and uncertainties are
discussed in Phoenix Footwear's annual report on Form 10-K for the
year ended January 2, 2010, filed
with the SEC on March 31, 2010, and
in reports we have subsequently filed with the SEC, provided that
the forward looking statement safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 do not apply to any
forward-looking statements the Company makes in connection with
this transaction.
SOURCE Phoenix Footwear Group, Inc.
