Published:
Capital Properties, Inc. Announces Results of Special Shareholders Meeting and Voluntary Delisting from AMEX
EAST PROVIDENCE, R.I., Nov. 21 /PRNewswire-FirstCall/ -- Capital
Properties, Inc. (Amex: CPI) (the "Company") announced today that its
shareholders approved an amendment to the Company's Articles of Incorporation,
authorizing the Board of Directors to implement, at its discretion, a
seventy-five to one (75-1) reverse stock split of the Company's common stock
and a cash payment per share for resulting fractional shares equal to $25.00.
The Company announced that shareholders also approved a proposal to amend and
restate the Company's Articles of Incorporation to create a new class of
common stock to be designated Class B Common Stock, to increase the number of
authorized shares of Class A Common Stock from 6,000,000 to 10,000,000 and
provide for certain transfer and ownership restrictions on the Company's
stock.
As stated in the Company's Proxy Statement filed with Securities and
Exchange Commission ("SEC"), the reverse stock split was proposed in an effort
to take the Company private and suspend its reporting obligations under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act").
Following the special shareholders meeting, the Company announced that the
Board of Directors determined that given the fact that the number of
shareholders of record of the Company's common stock is approximately 670, it
would be unable to reduce the number of shareholders through the reverse stock
split below 300 as is required in order to suspend the Company's registration
under the Exchange Act. After considering the cost to the Company of the
reverse stock split and the relatively small benefit to be derived, the Board
of Directors decided not to implement the reverse stock split.
In addition, the Company announced that today it notified NYSE Euronext,
formerly American Stock Exchange ("Amex"), of its intent to delist its common
stock from Amex. The Company anticipates filing a Form 25 with the SEC and
Amex relating to the delisting of its common stock on or about December 1,
2008, with the delisting of its common stock becoming effective ten days
thereafter. Accordingly, the Company anticipates that the last day of trading
of its common stock on Amex will be on or about December 11, 2008.
Following delisting of its common stock from Amex, the Company expects
that its shares of Class A Common Stock will be quoted on the OTCQX. The
reason for delisting from Amex and having its Class A shares quoted on the
OTCQX is so that the Company may issue the Class B Common Stock approved by
the shareholders. Once quoted on the OTCQX, the Company's shares of Class A
Common Stock will no longer trade under the symbol "CPI" but will be assigned
a new four-character symbol.
In connection with the approval by shareholders of the creation of the
Company's Class B Common Stock, the Company's Board of Directors declared a
dividend of one share of Class B Common Stock for every one share of Class A
Common Stock held by shareholders of record on the date that the Company's
Class A Common Stock is delisted from Amex.
This release may contain "forward-looking statements" within the meaning
of section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements represent the Company's present expectations or
beliefs concerning future events. The Company cautions that such statements
are necessarily based on certain assumptions which are subject to risks and
uncertainties, including, but not limited to, changes in general economic
conditions and changing competition which could cause actual future results to
differ materially from those indicated herein. Further information on these
risk factors is included in the Company's filings with the SEC.
Contact:
Stephen J. Carlotti
Secretary
401-435-7171.
SOURCE Capital Properties, Inc.
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Tags: ,RLT,FIN,OTC,DIV,ACC,RI-Capital-Prop-AMEX
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