HOWELL, Mich., April 11, 2013 /PRNewswire/ -- MWW
Automotive Group (OTCQB: MWWC), a global design, engineering, and
manufacturing firm serving some of the world's leading automotive
and industrial manufacturers, announced today that it has filed a
Certificate of Amendment to its Certificate of Incorporation to
implement a 100 to 1 reverse split of its common stock (the
"Reverse Stock Split"). The reverse split will not change the value
of the shareholder investment at that date, but there can be no
assurance that the newly established opening bid price can be
maintained over time. As a result of the Reverse Split, the
Company's outstanding shares have been reduced to less than 28
Million shares.
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Due to the Reverse Stock Split, MWWC's common stock will trade
under a new CUSIP number 57061T300 and trade under the symbol
"MWWCD" following the reverse split on the Over The Counter
(OTCQB:MWWC) trading platform. The symbol will revert back to its
original symbol "MWWC" after twenty (20) business days. The Reverse
Split was approved by the Board of Directors of the Company and a
majority of the Company's shareholders entitled to vote the shares
of common stock pursuant to Delaware General Corporation Law. At
April 8, 2013, the Company had
2,825,010,593 shares issued and outstanding. The Company is
coordinating the implementation of the 1:100 reverse split of the
Company's common stock with FINRA and anticipates approval and
implementation by FINRA in the coming weeks. The corporate
action and symbol change will be reported on the OTC Daily List a
few days prior to implementation of the Reverse Split for trading
purposes.
As a result of the Reverse Stock Split, each outstanding share
of MWW common stock will be automatically changed into one-hundreds
of a share of common stock. The number of authorized shares of MWWC
common stock will consist of Ten Billion Nine Hundred Ten Million
(10,910,000,000) shares of which stock Ten Billion Nine Hundred
Million (10,900,000,000) shares of the par value of $.00001 each shall be common stock and of which
Ten Million (10,000,000) shares of the par value of $.001 each shall be preferred stock.
Based upon covenants in certain Securities Purchase Agreements
and Convertible Promissory Notes, the Company is required to
reserve shares of its common stock for future issuance. The
significant increase in the amount of authorized shares was made to
accommodate the requirements of the covenants in certain Securities
Purchase Agreements and Convertible Promissory Notes.
A copy of the Certificate of Amendment to the Certificate of
Incorporation of Marketing Worldwide Corporation is attached to the
Company's 8K filing with the SEC. Continental Stock Transfer &
Trust Company is the exchange agent for the Reverse Stock Split and
will distribute a letter of transmittal to record holders with
instructions for the surrender and exchange of old stock
certificates. Stockholders who hold their shares in "street name"
will be contacted by their banks or brokers with any instructions.
For more information on the Reverse Stock Split, please refer to
MWW's filings with the Delaware
Secretary of State.
As the Company strives to repay its debt and secure capital to
support expansion and higher revenue in future periods, there might
be dilution to existing stockholders caused by the issuance of
common stock for cash and in exchange for debt. While
management seeks to minimize the dilution to existing stockholders,
multiple factors beyond management's control, such as general
economic conditions, the availability of and terms available for
debt and equity funding, and the trading price of the Company's
common stock, have a significant impact on this effort. The
Company's effort to restructure its operations and to report
positive cash flow and profits is expected to take 6-12
months. Investors are cautioned that these efforts may not be
successful.
Chuck Pinkerton, CEO for MWW
Automotive Group states: "We realize that a second Reverse Split
within a twelve months period is not welcome news by our current
shareholders. After careful consideration by the Company's Board of
Directors, in consultation with our management and consulting teams
and several of our large investors, the Board has agreed to execute
a 100/1 reverse split in order to increase the share price and
expose the stock to additional new investors. While we fully
understand the concerns about Reverse Splits in general, the MWW
Board strongly believes that the Company's current business
development justifies this crucial step. The step was necessary not
because of the number of currently outstanding shares, but in part
based on the reserves (non issued shares) that had to be
established for certain financial transactions in the past based on
the current low share price.
To further improve its operations, the Company is also in
communication with the DTC to remove the stock chill that was
imposed last year. In addition, the Company is also glad to
announce that Edgewater Bank
announced in open Court on Monday, April 8,
2013, that it believes it can enter into a work-out plan
with MWWC in order to resolve the issues that have been reported in
the last SEC filings. The Company believes that these steps,
combined with its improving revenues and the potential of new
programs it has secured and already begun production with, will aid
in the recovery of the Company and creating and maintaining the new
level of share value to benefit all shareholders."
The Company will provide a summary situation report, including
revenue expectations for the 2nd quarter 2013 within the
next ten days from this date. The Company will report its financial
performance for the second quarter of 2013 (ending March 31, 2013) in detail with the next 10Q, to
be filed with the SEC before, or no later than May 15, 2013.
About MWW Automotive Group (MWW)
The MWW Automotive
Group's (OTCQB: MWWC) administrative offices are located in
Howell, Michigan, with a 40,000
square foot Class A manufacturing and logistics facility in
Baroda, Michigan for the
production of high quality OE automotive and industrial products.
MWW delivers its products and Class A painting, assembly and
logistics services directly to major US and Foreign automobile
manufacturers' Vehicle Processing Centers (VPC), leading edge show
car and performance accessory design firms, and/or assembly lines
in North America. MWW's industrial
products are delivered directly to the industrial manufacturers for
installation in their facilities. MWW provides substantial added
value to the sale of vehicles and industrial products for leading
international automobile and industrial manufacturers such as
Toyota, Chevrolet, Hyundai, Kia Motors, MAZDA, GM, Ford, FIVE AXIS
and their strategic partners ROUSH Performance and Polytec/FOHA.
For more information visit www.mwwautomotive.com or e-mail
investorrelations@mwwautomotive.com.
Safe Harbor Statement: Certain statements in this press
release that are not historical facts are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements may be identified by the use
words such as "anticipate," "believe," "expect," "future," "may,"
"will," "would," "should," "plan," "projected," "intend," and
similar expressions. Such forward-looking statements, involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements. The Company's future operating results are dependent
upon many factors, including but not limited to the Company's
ability to: (i) obtain sufficient capital or a strategic business
arrangement to fund its expansion plans; (ii) build the management
and human resources and infrastructure necessary to support the
growth of its business; (iii) competitive factors and developments
beyond the Company's control; and (iv) other risk factors discussed
in the Company's periodic filings with the Securities and Exchange
Commission, which are available for review at
www.sec.gov under "Search for Company
Filings."
SOURCE MWW Automotive Group