Blockbuster Announces Plans to Combine Class A Common Stock and Class B Common Stock; Company Notified by NYSE of Non-Compliance
21 November 2009 - 11:32AM
PR Newswire (US)
DALLAS, Nov. 20 /PRNewswire-FirstCall/ -- Blockbuster Inc.
(NYSE:BBINYSE: BBI.B), a leading global provider of media
entertainment, today announced its Board of Directors has
authorized a combination of its shares of Class A Common Stock and
Class B Common Stock into a single class of shares of common stock.
Blockbuster's dual class capital structure was originally
established in connection with Blockbuster's prior ownership by
Viacom. Blockbuster believes that elimination of the dual class
capital structure will improve the liquidity of its common stock
and end confusion regarding the differences between the two classes
of common stock. The combination will be subject to obtaining the
requisite stockholder approvals at Blockbuster's annual
stockholders meeting in 2010 and will not take effect until such
approvals are obtained. Blockbuster's Board of Directors may
explore additional alternatives with respect to its capital
structure if necessary to cure the price condition deficiency. In
addition, on Nov. 17, 2009 the Company was notified by the New York
Stock Exchange ("NYSE") that it is not currently in compliance with
the NYSE's continued listing standard that requires the average
closing price of the Company's common stock be no less than $1.00
per share over a consecutive 30 trading-day period. Under NYSE
rules, the Company has six months from the date of the notice to
bring its share price and average price back to or above $1.00.
During this time the Company's common stock will continue to be
listed and traded on the NYSE, subject to compliance with other
NYSE continued listing requirements. If the Company has not cured
the price condition deficiency by the end of the cure period, its
common stock would be subject to delisting by the NYSE. In
accordance with NYSE rules, Blockbuster will notify the NYSE within
10 business days from the receipt of the notice of its intent to
cure the price condition deficiency. About Blockbuster Inc.
Blockbuster Inc. is a leading global provider of rental and retail
movie and game entertainment. The Company provides its customers
with convenient access to media entertainment anywhere and any way
they want it - whether in-store, by-mail, through vending and
kiosks or digital download. With a highly recognized brand name and
a library of over 125,000 movie and game titles, Blockbuster
leverages its multi-channel presence to further build upon its
leadership position in the media entertainment industry and to best
serve the two million daily global customers and over 50 million
annual global customers. The Company may be accessed worldwide at
http://www.blockbuster.com/. Forward Looking Statements This
release contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements may
also be included from time to time in our other public filings,
press releases, our website and oral and written presentations by
management. Specific forward-looking statements can be identified
by the fact that they do not relate strictly to historical or
current facts and include, without limitation, words such as "may,"
"will," "expects," "believes," "anticipates," "plans," "estimates,"
"projects," "predicts," "targets," "seeks," "could," "intends,"
"foresees" or the negative of such terms or other variations on
such terms or comparable terminology. These forward-looking
statements are based on management's current intent, belief,
expectations, estimates and projections. These statements are not
guarantees of future performance and involve risks, uncertainties,
assumptions and other factors that are difficult to predict.
Therefore, actual results may vary materially from what is
expressed in or indicated by the forward-looking statements. The
risk factors set forth under "Item 1A. Risk Factors" in our Annual
Reports on Form 10-K and other matters discussed from time to time
in our filings with the Securities and Exchange Commission,
including the "Disclosure Regarding Forward-Looking Information"
and "Risk Factors" sections of our Quarterly Reports on Form 10-Q,
among others, could affect future results, causing these results to
differ materially from those expressed in our forward-looking
statements. These risks and uncertainties include the Company's
ability to achieve and maintain a share price and average price at
or above $1.00 per share of its common stock by the expiration of
the six-month period, the Company's failure to continue to satisfy
the NYSE's other qualitative and quantitative listing standards for
continued listing, the NYSE's right to take more immediate action
in the event that the stock trades at levels that are viewed as
"abnormally low" on a sustained basis or based on other qualitative
factors, and the approval by the Company's stockholders of the
combination of the Class A Common Stock and Class B Common Stock.
In the event that the risks disclosed in our public filings and
those discussed above cause results to differ materially from those
expressed in our forward-looking statements, our business,
financial condition, results of operations or liquidity could be
materially adversely affected and investors in our securities could
lose part or all of their investments. Accordingly, our investors
are cautioned not to place undue reliance on these forward-looking
statements because, while we believe the assumptions on which the
forward-looking statements are based are reasonable, there can be
no assurance that these forward-looking statements will prove to be
accurate. Further, the forward-looking statements included in this
release and those included from time to time in our other public
filings, press releases, our website and oral and written
presentations by management are only made as of the respective
dates thereof. We undertake no obligation to update publicly any
forward-looking statement in this release or in other documents,
our website or oral statements for any reason, even if new
information becomes available or other events occur in the future.
Rule 14a-12 Legend Blockbuster and its directors and officers may
be deemed to be participants in the solicitation of proxies from
Blockbuster stockholders in connection with the proposal to combine
the Class A Common Stock and Class B Common Stock. Information
about Blockbuster's directors and executive officers and their
ownership of Blockbuster stock is set forth in the proxy statement
for Blockbuster's 2009 Annual Meeting of Stockholders. Investors
can obtain more information when the proxy statement relating to
stockholder approval of the combination of the Class A Common Stock
and Class B Common Stock becomes available. This proxy statement,
and any other documents filed by Blockbuster with the SEC, may be
obtained free of charge at the SEC web site at http://www.sec.gov/.
Investors should read the proxy statement carefully, when it
becomes available, before making any voting decision because it
will contain important information. DATASOURCE: Blockbuster Inc.
CONTACT: Press, Randy Hargrove, Senior Director, Corporate
Communications, +1-214-854-3190, or Investor Relations, Kellie
Nugent, Director, Investor Relations, +1-214-854-4442, both of
Blockbuster Inc. Web Site: http://www.blockbuster.com/
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