Each one in plain English, with the numbers worked through for a shareholder.
10 May 2005business combination▼ BadMajor
Trek filed the final amendment to its going-private statement, reporting that the 1-for-100 reverse split took effect on May 10, 2005, when the Delaware Certificate of Amendment was filed. This completes the plan approved by written consent on April 12, 2005: holders of fewer than 100 shares are cashed out at $2.50 per share and cease to be stockholders, while holders of more get one new share per 100 plus $250 per new share for any fraction. The filing says the stock is no longer eligible for the OTC Bulletin Board and that a Form 15 terminating SEC registration was filed the same day.
Trek filed Amendment No. 2 alongside a definitive information statement. It states the reverse split has been approved by board and by written consent of holders of about 71% of voting stock (about 59% of common alone), so no further vote or meeting is needed. Terms are unchanged: holders of fewer than 100 shares get $2.50 per pre-split share and cease to be stockholders; others get one new share per 100 plus cash for fractions. The split itself is not yet reported as completed or deregistration done.
Trek filed Amendment No. 1 to its going-private statement with a revised preliminary information statement. The terms are unchanged (1-for-100 reverse split, $2.50 per pre-split share cash-out for holders under 100 shares); the amendment adds references to a 'Control Persons' section and affiliates' interests in net book value and earnings. Approval by written consent was still described as expected, not yet given.
Trek filed the formal going-private statement for its 1-for-100 reverse split. Holders of fewer than 100 shares would be cashed out at $2.50 per share and stop being stockholders; holders of more would receive one new share per 100 held, with cash of $250 per new share for any fraction. The company expects holders of about 71% of voting stock (and about 59% of common alone) to approve by written consent, with no shareholder meeting; the cash payout is estimated at $57,000 for 22,800 shares.
Trek amended its January 2005 going-private announcement only to report a corrected press release, fixing a typo where the word 'not' was omitted from one sentence. The 1-for-100 reverse split plan itself is unchanged. (The filing does not say which sentence's meaning was affected beyond that.)
Trek announced on January 10, 2005 that its board approved a 1-for-100 reverse stock split as part of a 'going private' plan. If fewer than 300 holders of record remain, the company intends to stop registering its stock with the SEC, end its SEC reports, and its stock would no longer be eligible for the OTC Bulletin Board. The plan still needs stockholder approval. This starts the process that could end public reporting for shareholders.
Trek replaced its auditor Ernst & Young with Hein & Associates on August 12, 2002; the filing says the change was primarily made in connection with cost reduction initiatives and was approved by the board and audit committee. Ernst & Young's reports for fiscal 2000 and 2001 had no adverse or qualified opinions, and the filing reports no disagreements. The filing also attaches CEO Michael Montgomery's Sarbanes-Oxley certification for the June 2002 quarterly report.
