NOVT Board and Shareholders Authorize Reverse/Forward Stock Split and Reduction in Authorized Capital Stock to be Effective Jul

^{Published on 2010-06-22 19:01:49 - Market Wire}
 

NOVT Board and Shareholders Authorize Reverse/Forward Stock Split and Reduction in Authorized... -- LOS GATOS, Calif., June 22 /PRNewswire-FirstCall/ --

LOS GATOS, Calif., June 22 /PRNewswire-FirstCall/ -- NOVT Corporation (Pink Sheets: NVTP) today announced that at the 2010 Annual Meeting of Shareholders of NOVT held on May 21, 2010 (the "Annual Meeting"), the shareholders approved a proposal authorizing the Board of Directors of NOVT (the "Board") to effect a 1-for-5,000 reverse stock split (the "Reverse Stock Split") of NOVT's common stock, $0.01 par value (the "Common Stock"), such that shareholders owning fewer than 5,000 shares of Common Stock will have such pre-split shares cancelled and converted into the right to receive cash consideration in the amount determined by the Board, immediately followed by a 50-for-1 forward stock split of the Common Stock (the "Forward Stock Split" and together with the Reverse Stock Split, the "Reverse/Forward Stock Split").  At the Annual Meeting, the shareholders also authorized the Board to reduce the authorized number of shares of the Common Stock from 6,250,000 to 90,000 and to reduce the authorized number of shares of NOVT's preferred stock from 1,250,000 to 10,000 (the "Reduction in Capital Stock").  On June 22, 2010, the Board approved the Reverse/Forward Stock Split and the Reduction in Capital Stock effective July 9, 2010.  It is anticipated that the Common Stock will begin trading on the Pink Sheets on a post-split basis at the opening of trading on July 12, 2010 under its current symbol "NVTP.PK".

Upon the effective time of the Reverse Stock Split, any shareholder owning fewer than 5,000 shares of Common Stock will have the right to receive cash consideration in the amount of $3.00 (the "Cash Out Price"), in exchange for each share held immediately prior to the Reverse Stock Split and will no longer be a shareholder of NOVT (the "Cashed Out Shareholders").  Any shareholder owning at least 5,000 shares of Common Stock before the Reverse Stock Split (the "Continuing Shareholders") will hold one share of Common Stock for each 5,000 shares held immediately prior to the Reverse Stock Split.

Immediately after the completion of the Reverse Stock Split, NOVT will effect the Forward Stock Split pursuant to which shareholders owning one or more shares of Common Stock immediately after the Reverse Stock Split will immediately after the Forward Stock Split hold a number of shares of Common Stock equal to 50 multiplied by the post-Reverse Stock Split shares held by such shareholders.  Any Continuing Shareholder who otherwise would be entitled to receive a fractional share as a result of the Forward Stock Split will be entitled to receive cash consideration in lieu of such fractional share in an amount equal to the Cash Out Price, as adjusted to take account for the Reverse Stock Split, multiplied by such fractional share.

Please refer to the Proxy Statement relating to the Annual Meeting that was previously mailed to shareholders for more information regarding the Reverse/Forward Stock Split and hypothetical examples illustrating potential results of the Reverse/Forward Stock Split.  

After the effective time of the Reverse/Forward Stock Split, (a) all Cashed Out Shareholders will have an opportunity to exchange their stock certificate(s) for cash consideration in the amount of the Cash Out Price for each share held immediately prior to the Reverse Stock Split, and (b) all Continuing Shareholders will have an opportunity to exchange their stock certificate(s) for a new stock certificate(s) that will bear a new CUSIP number and cash consideration in the amount of the Cash Out Price, as adjusted to take account for the Reverse Stock Split, multiplied by any fractional shares resulting from the Forward Stock Split.

Shareholders as of the effective time of the Reverse/Forward Stock Split will receive instructions by mail regarding the method of exchanging the old stock certificates for new stock certificates and/or cash in lieu of fractional shares.  American Stock Transfer & Trust Company, NOVT's transfer agent, will act as the Exchange Agent for the Reverse/Forward Stock Split.  

About NOVT Corporation

On March 9, 2006, NOVT completed the sale of substantially all the assets of its vascular brachytherapy business.  NOVT's strategic plan is to redeploy its existing resources to identify and acquire new business operations.  This strategy may allow NOVT to realize the benefits of its net operating loss carry-forwards ("NOLs").  At this time, no candidates have been identified and no assurance can be given that NOVT will find suitable candidates, and if it does, that it will be able to utilize its existing NOLs.  

NOVT's Certificate of Incorporation limits the ability of any person or group to acquire 4.75% or more of NOVT's common stock (subject to certain exceptions as provided in the Certificate of Incorporation) in order to protect NOVT's ability to utilize its NOLs and renders inapplicable to NOVT the limitations of Section 203 of the Delaware General Corporation Law.  

SOURCE NOVT Corporation