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On July 2, 2015, at the annual shareholder's meeting held in San Antonio, the Company's stockholders approved a proposal to give the Board of Directors the discretion to affect a reverse stock split within the range of 12-to-1 to 15-to-1. Subsequently, the Board of Directors approved a reverse split of 15-to-1.
Michael Long, Chairman and CEO, said, "I want to thank the shareholders that attended the shareholder's meeting with us and the other shareholders that voted their proxy. It is in great part that this support has allowed us to be in this position today.
The Company anticipates the reverse stock split will be effective July 23, 2015. The common stock is also expected to begin trading on a post-reverse stock split basis on the OTCQB on July 23, 2015. The reverse split is the final condition for the Company to finalize its application for listing on NASDAQ. The Company anticipates that trading of its common stock will move to NASDAQ in the immediate future.
Stockholders with shares held in book-entry form or through a bank, broker or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts after July 23, 2015. Beneficial holders may contact their bank, broker or nominee for more information. Stockholders with shares held in certificate form may, in most cases, exchange their stock certificates for book-entry shares representing the shares of common stock resulting from the reverse stock split. Shortly after July 23, 2015, such stockholders will receive a Letter of Transmittal and instructions for exchanging their certificates from the Company's transfer agent, American Stock Transfer & Trust Company, LLC.
For shareholders who hold quantities of shares that are not an exact multiple of 15, the reverse split will result in the creation of a fractional share. Fractional shares of common stock will be rounded up to the nearest whole share.
On July 23, 2015, our trading symbol will change to "PYDSD" for a period of 20 business days, after which the "D" will be removed from our trading symbol, and our trading symbol will revert to the original symbol of "PYDS."
The reverse stock split will have the effect of reducing the number of issued and outstanding shares of common stock from approximately 185.2 million shares prior to the split to approximately 12.3 million shares after the reverse stock split.
When the reverse stock split becomes effective, every 15 shares of issued Payment Data Systems common stock (including shares of common stock held in the Company's treasury) will be automatically combined into one share of common stock. The reverse stock split will not change the authorized number of shares of common stock or preferred stock of the Company or the par value of the Company's common stock or preferred stock, but will affect a proportionate adjustment to the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options and vesting of restricted stock awards, and the number of shares of common stock eligible for issuance under the Company's 2015 Stock Incentive Plan.
About Payment Data Systems, Inc.
Payment Data Systems is an integrated payment solutions provider to merchants and billers. The organization provides an extensive set of products to deliver world-class payment acceptance. Payment Data has solutions for merchants, billers, banks, service bureaus and card issuers. The strength of the company is its ability to offer specifically tailored solutions for card issuance, payment acceptance and bill payments.
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FORWARD-LOOKING STATEMENTS DISCLAIMER:
Except for the historical information contained herein, the matters discussed in this release include certain forward-looking statements, which are intended to be covered by safe harbors. Those statements include, but may not be limited to, all statements regarding our and management's intent, belief and expectations, such as statements concerning our future and our operating and growth strategy. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, the factors detailed from time to time in our filings with the Securities and Exchange Commission. One or more of these factors have affected, and in the future could affect our businesses and financial results in the future and could cause actual results to differ materially from plans and projections. We believe that the assumptions underlying the forward-looking statements included in this release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. All forward-looking statements made in this release are based on information presently available to our management. We assume no obligation to update any forward-looking statements, except as required by law.NEXT ARTICLE