AMSC Announces Reverse Stock Split
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).
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