TROY Group, Inc. Announces 1-for-100,000 Reverse Stock Split

COSTA MESA, Calif., June 15  /PRNewswire-FirstCall/ -- TROY Group, Inc. (Pink Sheets: TROY), a worldwide leader of secure on-demand printing solutions, announced today that its Board of Directors and stockholders have approved a 1-for-100,000 reverse stock split of its outstanding shares of common stock, which is being effected as of June 15, 2009.

Reverse Stock Split

On June 8, 2009 stockholders holding an aggregate of 7,205,041 shares of the Company's common stock, or 74.5% of the shares entitled to vote, executed an Action by Written Consent of the Stockholders, in lieu of a Special Meeting, authorizing the Board of Directors to effect the reverse stock split. On May 21, 2009, a committee of the Company's disinterested directors unanimously approved the reverse stock split at a ratio of 1-for-100,000.

The reverse stock split will have the effect of reducing the Company's outstanding shares of common stock by a ratio of 1-for-100,000.  As a result, each stockholder's shares will be automatically converted into one hundred thousandth, or 0.001%, of the number of shares that he or she owned immediately before effectiveness of the reverse stock split.

Stockholders holding fewer than 100,000 shares of common stock prior to effectiveness of the reverse stock split will receive cash in lieu of fractional shares in the amount of $2.26 for each pre-split share.  The Board of Directors relied upon an appraisal report prepared by an independent financial advisor in reaching its conclusion that this amount was fair to its stockholders who will be cashed out in the reverse stock split.

Stockholders holding 100,000 shares or greater before effectiveness of the reverse stock split will be issued post-split shares at a ratio of 1 post-split share for every 100,000 pre-split shares.  Such stockholders will receive fractional shares to the extent they hold an amount of pre-split shares that are not an exact multiple of 100,000 and will not receive cash in lieu of fractional shares.

After the reverse stock split, the Company will be owned by approximately 15 stockholders, including various members of the Dirk family, which will own, in the aggregate, approximately 81% of the Company's outstanding shares of common stock.  The Company anticipates that holders of approximately 890,000 shares of its common stock will receive cash in lieu of fractional shares in the reverse stock split, which will result in the Company paying out approximately $2.01 million for fractional shares.  The stockholders receiving cash in lieu of fractional shares hold approximately 9% of the outstanding shares of the Company's common stock prior to completion of the reverse stock split.

The Company is effecting the reverse stock split for several reasons, including to provide liquidity to many of its stockholders, reduce the administrative costs associated with having a large stockholder base, and reduce the risk that the Company will be required to register its securities with the Securities and Exchange Commission and become a reporting company.

In accordance with Delaware law, the Company will send notices to each of its non-consenting stockholders informing them about the reverse stock split and providing other important information.

Following effectiveness of the reverse stock split, stockholders will receive transmittal letters to be used to exchange their existing stock certificates for cash in lieu of fractional interests or for new stock certificates representing the number of post-split shares of common stock into which their pre-split shares will be converted, as applicable.  However, stockholders are advised that they should not send in their stock certificates until they receive a transmittal letter, which will contain detailed instructions for exchanging their existing stock certificates.

About TROY Group

TROY Group, Inc. ("TROY") is a worldwide leader of secure on-demand printing solutions. TROY solutions manage, secure and simplify end-to-end enterprise printing environments. TROY offers application software, security printing hardware and specialized consumables for securely printing checks, money orders, transcripts, prescriptions and other important documents. TROY solutions are used by small and medium size businesses as well as large enterprises and governmental organizations to manage fraud, operational risk and comply with government regulations related to protecting information privacy. As a Gold Solutions Partner to Hewlett Packard, TROY is the only company in the world authorized by HP to enhance HP printers and consumables for use in secure printing workflows. Only TROY MICR and Security printers and HP compatible MICR Toner cartridges are certified by Hewlett Packard for quality and reliability. TROY provides its products and services to major corporations, banks, key government accounts and distributors worldwide. Visit TROY at http://www.troygroup.com/

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors. Such uncertainties and risks include, among others, the timing of effectiveness of the reverse stock split; Troy's success in reaching target markets for products and services in a highly competitive market; Troy's success in maintaining existing and attracting future customers; Troy's ability to finance and sustain operations, Troy's ability to maintain operating margins and profitability despite recent trends; Troy's ability to maintain its business relationship with Hewlett Packard; the size and timing of orders by customers; the adoption of newly developed products by customers; the retention of skilled professional staff and certain key executives; and the continuation of general economic and business conditions that are conducive to the use of Troy's products and services.  Troy has no obligation to publicly revise any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

  TROY Group, Inc.
  940 South Coast Dr., Suite 200
  Costa Mesa, CA 92626
  [phone]
  [phone] Fax
  http://www.troygroup.com/
  Contact: Dennis Fairchild
  Investor Relations


DATASOURCE: TROY Group, Inc.



CONTACT:  Dennis Fairchild, Investor Relations of TROY Group, Inc.,

[phone], fax, [phone]



Web Site:  http://www.troygroup.com/ 

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