Familymeds Group, Inc. Announces One-for-Ten Reverse Stock Split Effective August 16, 2006
16 Août 2006 - 2:00PM
PR Newswire (US)
FARMINGTON, Conn., Aug. 16 /PRNewswire-FirstCall/ -- Familymeds
Group, Inc. (NASDAQ:FMRX), a specialty pharmacy and medical
specialty product provider, today announced that a one-for-ten
reverse split of its common stock was approved by its Board of
Directors pursuant to discretionary authority granted by
shareholders at the Company's Annual Meeting of Shareholders held
June 23, 2006. The reverse stock split will take effect upon the
opening of trading today, Wednesday, August 16, 2006, at which time
Familymeds Group, Inc. common stock will begin trading on a
split-adjusted basis under the interim trading symbol "FMRXD" for a
period of 20 trading days. Upon the opening of trading September
14, 2006, the common stock is expected to resume trading under the
symbol "FMRX." As a result of the reverse stock split, every ten
shares of Familymeds Group, Inc. common stock outstanding as of the
opening of trading today, Wednesday, August 16th, will be combined
into one share of Familymeds Group Inc. common stock. The reverse
stock split affects all shares of common stock including underlying
stock options and warrants outstanding immediately prior to the
effective date of the reverse split. The number of shares of
Familymeds Group, Inc. common stock currently outstanding is
approximately 66 million. The reverse split is expected to reduce
the number of shares of common stock outstanding to approximately
6.6 million. The purpose of the one-for-ten reverse stock split is
to raise the market price of Familymeds Group, Inc. common stock in
order to maintain compliance with the continued listing
requirements of the Nasdaq Capital Market. The continued listing
requirements for the Nasdaq Capital Market require the Company to
maintain a minimum bid of at least $1.00 per share. Additionally,
the Board believes the reverse stock split will encourage investor
interest in the Company and promote greater liquidity for the
stockholders. Ed Mercadante, Chairman, President and Chief
Executive Officer of Familymeds Group, Inc. stated, "We believe now
is the optimal time to implement this action given our strong
upward sales momentum and demonstrated ability to execute our
organic growth plan. We expect this reverse split will raise the
share price of our common stock and enable us to regain compliance
with the Nasdaq Capital Market's listing maintenance standards
while also facilitating a more appropriate number of shares
outstanding relative to the size of the Company. Backed by solid
execution and favorable business outlook, a higher sustained stock
price may help to generate greater interest in our securities among
a broader universe of potential investors and analysts, and may
also improve our ability to attract and retain quality employees as
we expand our sales channel with new pharmacies. We appreciate the
discretionary authority granted by our shareholders to our Board of
Directors which enabled them to effect this reverse stock split."
Shareholders who hold their shares in brokerage accounts or "street
name" will not be required to take any action to effect the
exchange of their shares. Shareholders of record who hold physical
certificates will receive a letter of transmittal from the Company
requesting that they surrender their old stock certificates for new
stock certificates reflecting the adjusted number of shares as a
result of the reverse stock split. Computershare Trust Corporation,
Familymeds' transfer agent, will act as the exchange agent for
purposes of implementing the exchange of stock certificates. No
scrip or fractional certificates will be issued in connection with
the Reverse Stock Split. Stockholders who otherwise would be
entitled to receive fractional shares because they hold a number of
old shares not evenly divisible by 10 will be entitled, upon
surrender of certificate(s) representing such shares, to a cash
payment in lieu thereof. The cash payment will be based on the
average closing price per share of the Company's common stock as
reported on Nasdaq for the 10 trading days immediately preceding
the effective date of the reverse stock split. The ownership of a
fractional interest will not give the holder thereof any voting,
dividend or other rights except to receive payment therefore as
described herein. About Familymeds Group, Inc. Familymeds Group,
Inc. is a pharmacy and medical specialty product provider formed by
the merger on November 12, 2004 of DrugMax, Inc. and Familymeds
Group, Inc. Familymeds works closely with doctors, patients,
managed care providers, medical centers and employers to improve
patient outcomes while delivering low cost and effective healthcare
solutions. The Company is focused on building an integrated
specialty drug platform through its pharmacy and specialty
pharmaceutical operations. Familymeds operates 86 locations,
including 7 franchised locations, in 14 states under the Familymeds
Pharmacy and Arrow Pharmacy & Nutrition Center brand names. The
Company also operates Worksite Pharmacy(SM), which provides
solutions for major employer groups, as well as specialty
pharmaceutical distribution directly to physicians and other
healthcare providers. The Familymeds platform is designed to
provide services for the treatment of acute and complex health
diseases including chronic medical conditions such as cancer,
diabetes and pain management. The Company often serves defined
population groups on an exclusive, closed panel basis to maintain
costs and improve patient outcomes. Familymeds offers a
comprehensive selection of brand name and generic pharmaceuticals,
non-prescription healthcare-related products, and diagnostic
supplies to its patients, physicians, clinics, long- term care and
assisted living centers. More information can be found at
http://www.familymedsgroup.com/. The Company's online product
offering can be found at http://www.familymeds.com/. Safe Harbor
Provisions Certain oral statements made by management from time to
time and certain statements contained in press releases and
periodic reports issued by Familymeds Group, Inc., including those
contained herein, that are not historical facts are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Because such statements
involve risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Forward-looking statements are statements regarding the
intent, belief or current expectations, estimates or projections of
Familymeds, its directors or its officers about Familymeds and the
industry in which it operates, including statements about
Familymeds ability to regain compliance with the Nasdaq Capital
Market's $1 minimum bid price continued listing requirement.
Although Familymeds believes that its expectations are based on
reasonable assumptions, it can give no assurance that the
anticipated results will occur. When used in this report, the words
"expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," and similar expressions are generally intended to
identify forward-looking statements. Important factors that could
cause the actual results to differ materially from those in the
forward- looking statements include those risk identified in
Familymeds 2006 Proxy Statement. Further information relating to
factors that could cause actual results to differ from those
anticipated is included under the heading Risk Factors in the
Company's Form 10-K for the year ended December 31, 2005, and its
Form 10-Q for the quarter ended July 1, 2006, filed with the U.S.
Securities and Exchange Commission. Familymeds disclaims any
intention or obligation to update or revise forward-looking
statements, whether as a result of new information, future events
or otherwise. For more information, contact: Brandi Piacente The
Piacente Group 212-481-2050 Or Cindy Berenson Familymeds Group,
Inc. 860.676.1222 x138 DATASOURCE: Familymeds Group, Inc. CONTACT:
Brandi Piacente, The Piacente Group, +1-212-481-2050 or ; Cindy
Berenson, Familymeds Group, Inc., +1-860-676-1222 x138 or Web site:
http://www.familymedsgroup.com/
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