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EAG American Defense Systems, Common Stock

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Share Name Share Symbol Market Type
American Defense Systems, Common Stock AMEX:EAG AMEX Ordinary Share
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AMEX Instructs Eagle Broadband to Implement Reverse Stock Split; Shareholder Approval Vote to be held at April 18th Annual Meet

08/03/2006 12:30pm

Business Wire


Eagle Broadband (AMEX:EAG)
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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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