AMSC Announces Reverse Stock Split
March 24 2015 - 5:15PM
AMSC (Nasdaq:AMSC), a global solutions provider serving the wind
and power grid industry, today announced that a 1-for-10 reverse
stock split has become effective, and that trading in the Company's
common stock on a post-split basis will begin on Wednesday, March
25, 2015.
Details on the Special Meeting
At AMSC's special meeting of stockholders held on March 18,
2015, stockholders voted to approve a series of five separate
amendments to AMSC's Restated Certificate of Incorporation, as
amended, to effect a reverse stock split of the AMSC's common stock
at ratios of 1-for-8, 1-for-9, 1-for-10, 1-for-11, and 1-for-12,
respectively, such ratio to be determined by the Board of
Directors, and to decrease the number of authorized shares of the
Company's common stock from 150,000,000 shares to 75,000,000
shares. AMSC's Board of Directors subsequently approved the
amendment to the Restated Certificate with a 1-for-10 reverse stock
split ratio.
Details of the Reverse Stock Split
At approximately 4:30 p.m. today, the Company filed a
Certificate of Amendment to the Company's Restated Certificate of
Incorporation to effect a reverse stock split of its common stock
at a ratio of 1-for-10 with the Secretary of State of the State of
Delaware. The amendment also decreased the number of authorized
shares of the Company's common stock from 150,000,000 shares to
75,000,000 shares, but did not change the par value, of the
Company's common stock. The Reverse Stock Split became effective
immediately upon filing of the Certificate of Amendment.
Trading of the Company's common stock on the NASDAQ Global
Select Market will continue, on a post-split basis, with the
opening of the markets on Wednesday, March 25, 2015, under new
CUSIP number 030111 207. Shares of the Company's common stock will
continue to trade under the symbol "AMSC."
Immediately following the reverse stock split, there will be
approximately 9.6 million shares, par value $0.01 per share, of the
Company's common stock issued and outstanding. No fractional shares
will be issued as a result of the reverse stock split. A holder of
record of common stock on the effective date of the reverse stock
split who would otherwise be entitled to a fraction of a share will
instead be entitled to receive a cash payment for the fractional
interest.
The Company's transfer agent, American Stock Transfer &
Trust Company will act as its exchange agent for the reverse stock
split. American Stock Transfer & Trust Company will provide
shareholders of record holding certificates representing pre-split
shares of AMSC common stock as of the effective date a letter of
transmittal providing instructions for the exchange of shares.
Registered shareholders holding pre-split shares of AMSC common
stock electronically in book-entry form are not required to take
any action to receive post-split shares. Shareholders owning shares
via a broker or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject
to brokers' particular processes, and will not be required to take
any action in connect with the reverse stock split.
For more information regarding the Company's reverse stock
split, please refer to the definitive proxy statement filed by the
Company with the Securities and Exchange Commission on February 6,
2015. The definitive proxy statement is available online on the
Company's Investor website page under the Proxy Materials Tab
(http://ir.amsc.com/annual-proxy.cfm).
About AMSC (Nasdaq:AMSC)
AMSC generates the ideas, technologies and solutions that meet
the world's demand for smarter, cleaner … better energy. Through
its Windtec™ Solutions, AMSC provides wind turbine electronic
controls and systems, designs and engineering services that reduce
the cost of wind energy. Through its Gridtec™ Solutions, AMSC
provides the engineering planning services and advanced grid
systems that optimize network reliability, efficiency and
performance. The company's solutions are now powering gigawatts of
renewable energy globally and enhancing the performance and
reliability of power networks in more than a dozen countries.
Founded in 1987, AMSC is headquartered near Boston, Massachusetts
with operations in Asia, Australia, Europe and North America. For
more information, please visit www.amsc.com.
AMSC, Windtec, Gridtec, and Smarter, Cleaner … Better Energy are
trademarks or registered trademarks of American Superconductor
Corporation. All other brand names, product names, trademarks or
service marks belong to their respective holders.
CONTACT: AMSC Contact:
Kerry Farrell
Phone: 978-842-3247
Email: kerry.farrell @ amsc.com
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