ADPT Corporation (Other OTC: ADPT.PK) announced today that its Board of Directors approved an effective date and exchange ratios pursuant to which the Company will effect a reverse split (the “Reverse Split”) immediately followed by a forward split (the “Forward Split,” and together with the Reverse Split the “Reverse/Forward Split”) of its common stock. At the Company’s 2011 annual stockholders meeting, the stockholders approved a proposal authorizing the Board to effect the Reverse/Forward Split at exchange ratios determined by the Board within certain specified ranges.
The effective date for the Reverse/Forward Split will be October 3, 2011, with the Reverse/Forward Split taking effect after the close of business on such date. The exchange ratio for the Reverse Split is 1-for-500, and the exchange ratio for the Forward Split is 50-for-1. As a result of the Reverse Split, stockholders holding less than 500 shares will be entitled to a cash payment for all of their shares. All remaining stockholders following the Forward Split will be entitled to a cash payment for any fractional shares that they would otherwise receive. Following the consummation of the Reverse/Forward Split, the Company’s transfer agent, Registrar and Transfer Company will aggregate all fractional shares and sell the resulting shares at prevailing prices on the open market on behalf of the cashed out stockholders and remaining stockholders. The amount of cash that such persons shall be eligible to receive will be based upon their pro rata share of the total net proceeds received in the sale of such shares. This stock sale may take several days to complete.
Following the effective date of the Reverse/Forward Split, the Company’s transfer agent will mail a notice to stockholders of record announcing the completion of the split, accompanied by a letter of transmittal. Stockholders of record will need to complete and sign the letter of transmittal and return it, along with their stock certificates, to the transfer agent to receive payment for their shares of common stock and/or new share certificates, as applicable. The letter of transmittal will direct stockholders of record as to how to surrender their certificates. The letter of transmittal will also contain instructions in the event that certificate(s) have been lost, destroyed, or mutilated. Stockholders should not send stock certificates to the Company, and should also not send them to the transfer agent until stockholders have received a transmittal letter and followed the instructions in the letter of transmittal.
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