eDiets.com(R) Announces Reverse Stock Split Effective June 1, 2011
31 Mai 2011 - 10:00PM
Marketwired
eDiets.com, Inc. (NASDAQ: DIET), a leading provider of convenient
at-home diet, fitness and healthy lifestyle solutions, today
announced that it has filed a Certificate of Amendment to its
Certificate of Incorporation to effect a 1-for-5 reverse stock
split of its common stock that will become effective at 9:00 a.m.
Eastern Time on June 1, 2011.
The reverse stock split, which was approved by the Company's
stockholders on May 3, 2011, will reduce the number of shares of
the Company's outstanding common stock, par value $0.001 per share,
from approximately 66.1 million, following the completion of the
Company's recent rights offering, to approximately 13.2 million.
The Certificate of Amendment also reduces the number of shares of
common stock the Company is authorized to issue from 100 million to
50 million.
Shares of the Company's common stock underlying stock options
and warrants that are outstanding immediately prior to the
effective date of the reverse stock split will be adjusted
proportionately. Any fractional shares resulting from the reverse
stock split will be rounded up to the next whole share.
The reverse stock split-adjusted shares of the Company's common
stock will begin trading at the start of NASDAQ trading on June 1,
2011. The Company's shares will continue to trade on The NASDAQ
Capital Market under the symbol "DIET," with the fifth character
"D" added to the end of the trading symbol for a period of 20
trading days to indicate the reverse stock split has occurred.
Thereafter, the Company's symbol will revert to its original symbol
"DIET." A new CUSIP number has been assigned to the Company's
common stock as a result of the reverse stock split.
American Stock Transfer & Trust Company, LLC, the Company's
transfer agent, will be acting as the exchange agent in connection
with the reverse stock split. Stockholders who have existing stock
certificates will receive instructions from the transfer agent.
Stockholders who hold their shares in brokerage accounts or "street
name" are not required to take any action to effect the exchange of
their shares.
Further information regarding the reverse stock split can be
obtained by contacting American Stock Transfer & Trust Company,
LLC at (877) 248-6417 or (718) 921-8317.
The purpose of the reverse stock split is to raise the per share
trading price of the Company's common stock to better enable the
Company to maintain the listing of its common stock on The NASDAQ
Capital Market. As previously announced, in order to maintain the
Company's listing, on or before June 28, 2011, the Company's common
stock must have a closing bid price of $1.00 or more for a minimum
of 10 consecutive trading days. If the Company is unable to meet
this requirement, the NASDAQ Listing Qualifications Panel will
issue a final determination to delist the Company's common stock.
There can be no assurance that the reverse stock split will have
the desired effect of raising the closing bid price of the
Company's common stock prior to June 28, 2011, to meet this
requirement.
About eDiets
eDiets.com, Inc. is a leading provider of personalized
nutrition, fitness and weight-loss programs. eDiets features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on its
flagship site, www.eDiets.com. The company also provides a broad
range of customized wellness and weight management solutions for
Fortune 500 clients. eDiets.com's unique infrastructure offers
businesses, as well as individuals, an end-to-end solution
strategically tailored to meet its customers' specific goals of
achieving a healthy lifestyle. For more information, please call
310-954-1105 or visit www.eDiets.com.
Forward-Looking Statements
In accordance with the Private Securities Litigation Reform Act
of 1995, we caution you that, whether or not expressly stated,
certain statements made in this report that reflect management's
expectations regarding future events and economic performance are
forward-looking in nature and, accordingly, are subject to risks
and uncertainties. This news release contains forward-looking
statements about the Company including expectations regarding the
impact of the reverse stock split on the trading price of our
common stock.
These forward-looking statements reflect our current views about
future events and are subject to risks, uncertainties and
assumptions. We wish to caution readers that certain important
factors may have affected and could in the future affect our actual
results and could cause actual results to differ significantly from
those expressed in any forward-looking statement. These factors
include those risk factors set forth in filings with the Securities
and Exchange Commission, including our annual and quarterly
reports, and include our ability to maintain our listing of our
common stock under The Nasdaq Capital Market and our ability to
attract and retain customers in a profitable manner through
advertising.
These risks are not exhaustive and may not include factors that
could adversely impact our business and financial performance.
Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors emerge from time to time and it is
not possible for our management to predict all risk factors, nor
can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements.
We cannot guarantee future results, level of activity,
performance or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy or completeness of
any of these forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events. We do
not undertake any responsibility to update any of these
forward-looking statements to conform our prior statements to
actual results or revised expectations.
Investor Relations Contact: John Mills ICR, Inc. 310-954-1105
John.Mills@icrinc.com
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