Magnetek, Inc. (“Magnetek” or the “Company”) announced today that it has filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of its common stock that will become effective at 12:01 a.m. Eastern Standard Time on December 5, 2011. The reverse stock split, which was approved by the Company’s stockholders on November 9, 2011, will reduce the number of shares of the Company’s outstanding common stock, par value $0.01 per share, from approximately 32.8 million to approximately 3.28 million. The reverse stock split-adjusted shares of the Company’s common stock will begin trading at the start of New York Stock Exchange (“NYSE”) trading on December 5, 2011. Magnetek’s common stock will continue trading on the NYSE under its ticker symbol “MAG,” but the Company will be issued a new CUSIP number: 559424403.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will receive from Magnetek’s transfer agent, American Stock Transfer & Trust Company, upon receipt by the transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of all old certificate(s), a cash payment in lieu of such fractional share in an amount equal to (x) the fractional share amount multiplied by (y) the product of (i) the average of the high and low trading prices of the common stock as reported on the NYSE during each of the ten trading days immediately preceding December 5, 2011 and (ii) 10.
Magnetek’s transfer agent is acting as agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock and/or the process for receiving a cash payment in lieu of fractional shares.