Magnetek Announces Planned 1-For-10 Reverse Stock Split
November 17 2011 - 5:05PM
Business Wire
Magnetek, Inc. (“Magnetek” or the “Company”) announced today
that its Board of Directors has approved a 1-for-10 reverse split
of its common stock. As previously disclosed in the Form 8-K filed
November 10, 2011, the Company’s stockholders approved an amendment
to Magnetek’s Restated Certificate of Incorporation to effect a
reverse stock split of its common stock at any whole number ratio
between 1-for-2 and 1-for-10, with the final decision to be
determined by the Company’s Board of Directors in its discretion,
but not later than December 31, 2012.
Magnetek currently intends for the reverse stock split to become
effective after the close of trading on Friday, December 2, 2011.
The Company’s common stock is expected to begin trading on a split
adjusted basis on the New York Stock Exchange (“NYSE”) at the
opening of trading on Monday, December 5, 2011, subject to the
final determination of the NYSE. Magnetek’s common stock will
continue trading on the NYSE under its ticker symbol “MAG” but the
Company will trade under a new CUSIP number.
“The reverse stock split is a first step toward regaining
compliance with the $1 minimum share price requirement of the NYSE.
It also puts us in a position to apply for a listing on an
alternative national exchange if we so choose, and could ultimately
broaden our appeal to customers, suppliers, and certain
institutional investors,” said Marty Schwenner, Magnetek’s chief
financial officer.
As a result of the reverse stock split, every 10 shares of
Magnetek’s pre-reverse split common stock will be combined and
reclassified into 1 share of its common stock. No fractional shares
will be issued in connection with the reverse stock split.
Stockholders who otherwise would be entitled to receive a
fractional share in connection with the reverse stock split will
receive a cash payment in lieu of such fractional share from the
Company’s transfer agent, American Stock Transfer & Trust
Company, LLC (“AST”). The amount of the cash payment will be
determined based on the following formula: x) the fractional share
amount multiplied by y) the product of (i) the average of the high
and low trading prices of the common stock as reported on the NYSE
during each of the ten trading days immediately preceding December
2, 2011 and (ii) 10. Receipt of the cash payment is conditional
upon submission of a letter by the Company’s stockholders to AST
and, where shares are held in certificated form, the surrender of
all old certificate(s).
AST will send instructions to stockholders of record regarding
the exchange of certificates for common stock and the process for
receiving a cash payment in lieu of fractional shares.
About Magnetek, Inc.
Magnetek, Inc. provides digital power and motion control systems
used in overhead material handling, elevator, and energy delivery
applications. The Company is North America’s largest supplier of
digital drive systems for industrial cranes, hoists, and monorails.
Magnetek provides Energy Engineered® drives, radio remote controls,
motors, and braking and collision avoidance subsystems to North
America’s foremost overhead material handling crane builders. The
Company is also the world’s largest independent builder of highly
integrated digital motion control systems for high-rise, high-speed
elevators. In energy delivery, Magnetek develops and markets
digital power inverters that connect renewable energy sources to
the utility grid, and is a leading independent supplier of digital
motion control systems for underground coal mining applications.
Magnetek is headquartered in Menomonee Falls, Wis., in the greater
Milwaukee area and operates manufacturing facilities in Pittsburgh,
Pa., and Canonsburg, Pa., as well as Menomonee Falls.
Special Note Regarding Online Availability of Magnetek
Releases and Filings
All Magnetek financial news releases and filings with the
Security and Exchange Commission (“SEC”) are posted to the Magnetek
website. Material and financial releases as well as SEC filings are
available at www.magnetek.com. Automatic email alerts for these
postings are available from the Investor Relations section of the
site. Corporate and general releases as well as product information
are also available at www.magnetek.com.
Special Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on the Company's
expectations and are subject to risks and uncertainties that cannot
be predicted or quantified and are beyond the Company's control.
Future events and actual results could differ materially from those
set forth in, contemplated by, or underlying these forward-looking
statements. These include, but are not limited to, economic
conditions in general, business conditions in material handling,
elevator, mining, and renewable energy markets, operating
conditions, competitive factors such as pricing and technology,
risks associated with acquisitions and divestitures, legal
proceedings and the risk that the Company’s ultimate costs of doing
business exceed present estimates. Other factors that could cause
actual results to differ materially from expectations are described
in the Company's reports filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.