Aztore Announces Decision to "Go Private" -- Intends to Execute a 1-for-2200 Reverse Stock Split -- Calls Shareholder
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PHOENIX, AZ, Jul 22 (MARKET WIRE) --
Aztore Holdings, Inc. (PINKSHEETS: AZHG), an Arizona corporation with an
estimated 300 shareholders (the "Company"), announced today that on May
23, 2008, the Board of Directors unanimously approved a deep Reverse
Stock Split to allow the Company to be restructured due to its limited
operations. The Company has made the determination that it is in the best
interest of all the Shareholders to take the Company "private."
The Board of Directors is seeking shareholder ratification of the reverse
stock split in which one share of common stock will be issued for each
twenty-two hundred (2,200) shares previously outstanding (the "Reverse.")
The Reverse will not change the number of authorized shares of common
stock, nor will the Reverse change the par value of the common stock. If
the Reverse is approved, the Company will not issue certificates for
fractional shares below one share, but will instead pay these holders the
fair market value of their stock determined to be $.15 per share.
Shareholders with more than one share after the Reverse will retain their
fractional share. It is the Company's intention to take the Company
private through the mechanism of the Reverse. After the Reverse there will
be an estimated 35 to 40 shareholders. The Company will cancel its
arrangement with Computershare Trust Company and begin to act as its own
stock transfer agent.
The Company also announced that the Board of Directors has called a
Special Meeting of the Shareholders to ratify these actions, to be held
on Monday, August 11, 2008 at 10:00 a.m. local time, at 14647 S. 50th
Street, Suite 130, Phoenix, AZ 85044. The "Record Date" for the
determination of the shareholders of the Company entitled to receive
notice of and to vote at this Special Meeting is the close of business on
Thursday, June 26, 2008. There are 10,963,883 shares of common stock
entitled to vote at the Special Meeting. Shares of common stock are
entitled to one vote per share outstanding. There are no other classes of
shares outstanding.
Messrs. Michael S. Williams and Lanny R. Lang, the directors of the
Company or their affiliates hold more than 6,450,000 shares of common
stock or approximately 59% of the total shares outstanding. Messrs.
Williams and Lang have stated that they intend to vote for the approval
and ratification of all the matters being proposed to the shareholders.
More information is available to shareholders and the public at
http://www.aztore.com/shareholdersmeeting where among other information
the entire proxy is posted.
About Aztore. Since 1995, the Company has been engaged in the investment
business specializing in very small and speculative public companies. Its
portfolio has been made up of loans to and securities of these companies.
Aztore, even though it has more than 100 shareholders, is exempt from
regulation under the Investment Company Act of 1940 (the "40 Act") due to
its bankruptcy antecedents. During the period covering fiscal 2002 through
fiscal 2004, Aztore liquidated significant portions of its portfolio and
paid off liabilities of more than $2,000,000. Aztore is continuing to
concentrate or liquidate its investment positions.
FOR MORE INFORMATION CONTACT:
Mike Williams
President
Aztore Holdings
(480) 759-9400
e-mail - mike.williams@aztore.com
Copyright 2008, Market Wire, All rights reserved.
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