Alloy (NASDAQ:ALOYD)
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Alloy, Inc. ("Alloy") (NASDAQ: ALOY/ ALOYD) announced
that, effective as of today, it will implement a shareholder approved
one-for-four reverse stock split. Such reverse stock split affects all
outstanding shares held as of the close of trading on Tuesday, January
31, 2006, and Alloy's common stock will begin trading as adjusted for
the reverse stock split today, Wednesday, February 1, 2006. Holders of
Alloy stock approved the authorization of a reverse stock split of the
common stock at a special meeting of stockholders held on January 12,
2006. The Alloy Board of Directors approved implementing the reverse
stock split in a one-for-four ratio on the same date, subsequent to
the special stockholder meeting.
As a result of the reverse stock split, each four shares of Alloy
common stock will be converted and reclassified as one share, thereby
reducing the number of shares of common stock outstanding from
approximately 46.7 million to approximately 11.7 million. Alloy will
not issue any fractional shares in connection with the reverse stock
split. Stockholders holding fractional shares will be entitled to a
cash payment equal to the fraction to which such stockholders would
otherwise be entitled, multiplied by $2.81, the closing price of Alloy
common stock on January 31, 2006. The reverse stock split will affect
all shares of Alloy's common stock, including those shares underlying
stock options, warrants and convertible debentures outstanding
immediately prior to the reverse stock split effective date.
Beginning today, Alloy's common stock will trade under the symbol
"ALOYD" for 20 trading days to designate that it is trading on a
post-reverse stock split basis. Alloy's common stock will resume
trading under the symbol "ALOY" after that 20-day period has elapsed.
Shareholders of record will receive letters of transmittal and
related instructions from Alloy's transfer agent, American Stock
Transfer and Trust Company. Shareholders who keep their shares in
street name with brokerage firms will have their accounts adjusted by
their respective brokers. Questions and requests for letters of
transmittal should be directed to Shareholder Relations at American
Stock Transfer and Trust Company at (877) 248-6417 or (718) 921-8317.
About Alloy, Inc.
Alloy, Inc., under the banner of Alloy Media + Marketing (AM+M),
is a media and marketing services company that primarily targets
Generation Y, a key demographic segment comprising more than 60
million boys and girls in the United States between the ages of 10 and
24. AM+M is one of the largest providers of directed media and
promotional marketing programs toward this important demographic.
Working with AM+M, marketers connect with their intended audience
through a host of advertising and marketing programs incorporating
Alloy's wide ranging media and marketing assets, expertise and
relationships including direct mail catalogs, college and high school
newspapers, web sites, display media boards, college guides, and
promotional events. For further information regarding Alloy, please
visit our corporate website at (www.alloyinc.com).
This announcement may contain 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, including statements
regarding our expectations and beliefs regarding our future results or
performance. Because these statements apply to future events, they are
subject to risks and uncertainties. When used in this announcement,
the words "anticipate", "believe", "estimate", "expect",
"expectation", "project" and "intend" and similar expressions are
intended to identify such forward-looking statements. Our actual
results could differ materially from those projected in the
forward-looking statements. Additionally, you should not consider past
results to be an indication of our future performance. Factors that
might cause or contribute to such differences include, among others,
our ability to: increase revenues; generate high margin sponsorship
and multiple revenue streams; develop our sales and marketing teams
and capitalize on these efforts; develop commercial relationships with
advertisers and the continued resilience in advertising spending to
reach the teen market; manage the risks and challenges associated with
integrating newly acquired businesses; and identify and take advantage
of strategic, synergistic acquisitions and other revenue
opportunities. Other relevant factors include, without limitation: our
competition; seasonal sales fluctuations; the uncertain economic and
political climate in the United States and throughout the rest of the
world, and the potential that such climate may deteriorate further;
and general economic conditions. For a discussion of certain of the
foregoing factors and other risk factors see the "Risk Factors That
May Affect Future Results" set forth in Alloy's filings with the
Securities and Exchange Commission. We do not intend to update any of
the forward-looking statements after the date of this announcement to
conform these statements to actual results, to changes in management's
expectations or otherwise, except as may be required by law.