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ARMF -- Armanino Foods of Distinction, Inc.
Com (No Par)
Armanino Foods of Distinction, Inc., Announces Reverse/Forward Stock Splits
Armanino Foods of Distinction, Inc.
30588 San Antonio Street
Hayward, CA 94544
For Immediate Release:
Armanino Foods of Distinction, Inc.
Announces Reverse/Forward Stock Splits
Hayward, CA (September 9, 2005) Armanino Foods of Distinction, Inc. (Pink Sheets Symbol: ARMF) announced today that its board of directors has approved a proposed 1-for-300 reverse stock split followed by a 1,500-for-1 forward stock split to be effective if approved at the Annual Meeting of Shareholders scheduled for November 3, 2005. The combined effect of the reverse and forward stock splits would be a 5-for-1 forward stock split.
The purpose of the reverse split is to allow the Company to reduce the number of shareholders of record to well below 500, so as to reduce the risk of being required to re-register with the Securities and Exchange Commission as a fully reporting public Company that is subject to the Sarbanes-Oxley Act of 2002 and other SEC rules and regulations. All shareholders of record who hold 300 or fewer shares as of the record date of the reverse split would receive a cash payment in lieu of the fractional share to which they would otherwise be entitled, as is permitted under Colorado law. The Company currently has approximately 290 shareholders of record who hold fewer than 300 shares out of a total of approximately 430 shareholders of record. Accordingly, the Company anticipates reducing the number of shareholders of record to approximately 250. The Company expects that the aggregate amount that would be paid in lieu of fractional shares would be approximately $125,000.
The 1,500-for-1 forward split, which is in effect a 5-for-1 split on a current basis, is being proposed to support a more liquid market for the Company's stock that is now being quoted in the Pink Sheets.
William J. Armanino, President and CEO of Armanino Foods said, "The board has approved this action so that we will be able assure our shareholders of a liquid market for our stock while at the same time taking full advantage of the lower cost structure that being a non-SEC registered company permits. We don't want to eliminate any of our loyal shareholders, so we wanted to give them ample time to take appropriate action to avoid the fractional share buyout, should they so choose. These actions may include transferring record ownership into a broker's name, also known as street name; combining small accounts of fewer than 300 shares into accounts of greater than 300 shares; or increasing the number of shares held to 300 or more."
Assuming shareholder approval is obtained, the effective dates of these actions will be announced after the Annual Meeting of Shareholders. The actions will be subject to compliance with Colorado law, including provisions relating to the rights of dissenting shareholders.
Armanino is an international food company that manufactures and markets frozen pestos, filled pasta products, meatballs, cooked meat, cooked poultry products, garlic spreads and focaccia to the retail, food service, club stores, institutional, and industrial food industry segments.
This press release contains forward-looking statements within the meaning of U.S. securities laws. These forward looking statements
are subject to certain risks and uncertainties that could cause the actual results to differ materially from those projected. The Company
assumes no obligation to update the information included in this press release.