Frontier Financial Corporation Adopts Reverse Stock Split Expected to Maintain Nasdaq Listing
25 November 2009 - 12:15PM
Marketwired
As previously announced, Frontier Financial Corporation (NASDAQ:
FTBK) received notice from the Nasdaq Stock Market on September 15,
2009, stating that the minimum bid price of the Corporation's
common stock was below $1.00 per share for thirty consecutive
business days and that the Corporation was therefore not in
compliance with Marketplace Rule 5450(a)(1).
The notification letter gave Frontier until March 15, 2010, to
regain compliance with the minimum closing bid price requirement.
To regain compliance, the closing bid price of the Corporation's
common stock must meet or exceed $1.00 per share for at least ten
consecutive business days. Nasdaq may, in its discretion, require
the Corporation's common stock to maintain a bid price of at least
$1.00 per share for a period in excess of ten consecutive business
days, but generally no more than twenty consecutive days, before
determining that the Corporation has demonstrated an ability to
maintain long-term compliance.
In connection with the Corporation's plan to regain compliance,
Frontier Financial Corporation announced on November 24, 2009, that
its Board of Directors approved the implementation of a one-for-ten
reverse stock split of the Corporation's common stock. The reverse
stock split will be effective upon filing of the articles of
amendment with the Secretary of State of the State of Washington at
5:00 p.m. (Pacific Time) on November 24, 2009.
As a result of the reverse stock split, each ten shares of the
Corporation's common stock issued and outstanding immediately prior
to the Effective Time will be automatically combined into one share
of common stock. All fractional shares which would otherwise result
from the reverse stock split will be rounded up to the nearest
whole share in lieu of fractional shares, so that no cash will be
payable. No vote or approval of shareholders was required under
Washington corporate law.
Since the same one-for-ten reverse stock split ratio will be
used to effect the reverse stock split of Frontier's common stock,
all stockholders will be affected proportionately. The reverse
stock split reduced the Corporation's issued and outstanding shares
of common stock from approximately 47,131,853 shares of common
stock to approximately 4,713,185 shares, respectively.
Reducing the number of outstanding shares of our common stock
through the reverse stock split is intended, absent other factors,
to increase the per share market price of our common stock. Our
Board of Directors believes that increasing the per share trading
price of our common stock will help ensure the price is increased
above, and remains above, the $1.00 bid price required by the
NASDAQ listing standard. However, other factors, such as our
financial results, market conditions and the market perception of
our business may adversely affect the market price of our common
stock. As a result, there can be no assurance that the reverse
stock split will result in the intended benefits described above,
that the market price of our common stock will increase following
the reverse stock split, that the market price of our common stock
will not decrease in the future, or that we will otherwise be able
to comply with applicable listing requirements. Moreover, some
investors may view the reverse stock split negatively since it
reduces the number of shares of common stock available in the
public market.
About Frontier
Frontier Financial Corporation is a Washington-based financial
holding Corporation, providing financial services through its
commercial bank subsidiary, Frontier Bank, since 1978. Frontier
Bank offers a wide range of banking and financial services to
businesses and individuals in its market area, including trust,
cash management, and investment and insurance products. Frontier
operates 47 offices in Clallam, Jefferson, King, Kitsap, Pierce,
Skagit, Snohomish, Thurston, and Whatcom counties in Washington and
3 offices in Oregon. Additional information regarding Frontier Bank
and its services can be found at the bank's website:
www.frontierbank.com.
This press release includes forward-looking statements and
Frontier Financial Corporation intends for such statements to be
covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
describe Frontier Financial Corporation's expectations regarding
future events, including the Corporation's ability to attain
compliance with certain NASDAQ rules. Future events are difficult
to predict and are subject to risk and uncertainty which could
cause actual results to differ materially and adversely. Additional
information regarding risks and uncertainties is included in
Frontier Financial Corporation's periodic filings on Forms 10-K and
10-Q with the Securities and Exchange Commission. Frontier
Financial Corporation undertakes no obligation to revise or amend
any forward-looking statements to reflect subsequent events or
circumstances.
Contacts: Patrick M. Fahey Chairman and CEO Frontier Financial
Corporation 425-514-0700 Carol E. Wheeler CFO Frontier Financial
Corporation 425-514-0700
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