US Dataworks, Inc. Announces Reverse-Forward Common Stock Split And Becomes A Non-Reporting Public Company
SUGAR LAND, Texas, July 1, 2013 /PRNewswire/ -- US Dataworks, Inc. (OTC Bulletin Board: UDWK), a leader in payment processing solutions, today announced that, effective as of 12:01 A.M. PDT today, it has effected a reverse-forward split of its common stock, par value $0.0001 per share ("UDW Common Stock") and is now a non-reporting public company.
The reverse-forward UDW Common Stock split consisted of a 1-for-100 reverse split of UDW Common Stock (the "Reverse Split") immediately followed by a 100-for-1 forward stock split of UDW Common Stock (the "Forward Split"). For stockholders that held less than 100 shares of UDW Common Stock prior to the Reverse Split, the fractional shares resulting from the Reverse Split were eliminated and converted into the right to receive a cash payment equal to the fair value of such shares. For stockholders that held 100 or more shares of UDW Common Stock prior to the Reverse Split, any fractional shares resulting from the Reverse Split were not eliminated and cashed out and the total number of shares held by such stockholder did not change as a result of the reverse-forward UDW Common Stock split. Such stockholders will nevertheless be required to exchange their current stock certificates for replacement certificates representing the post-reverse-forward split shares of UDW Common Stock that will denote the new CUSIP number assigned to such shares.
The Company's transfer agent, American Stock Transfer & Trust Company, will be mailing out notices to the Company's stockholders further explaining the mechanics of the certificate exchange and cash-out processes. Trading of shares will continue on OTC Bulletin Board: UDWK and subsequently move to OTC Market. Investors should note that the UDW Common Stock will trade under a different symbol with the extra character "D" (UDWKD) for approximately 20 trading days beginning today after which time it will return to trading under its current symbol "UDWK.
In addition, the Company is no longer obligated to file periodic and current reports with the Securities and Exchange Commission (the "Commission") under Sections 13(a) and 15(d) of the Exchange Act pursuant to Rule 12h-3 promulgated thereunder as a result of filing a Form 15 with the Commission earlier today. The Company does not currently plan to make any publicly available disclosures of material information concerning the Company and/or its assets, operating results or financial condition going forward. The Board of Directors' decision to become a non-reporting public company was based on reducing the Company's ongoing maintenance and compliance costs, including, among many others, auditing and legal.
Charles E. Ramey, the Company's Chairman and CEO, explained, "After careful consideration, the Board and I concluded that the cost of fulfilling our public reporting requirements exceeds the limited tangible benefits from such public reporting. The reverse-forward stock split was necessary to meet the SEC requirements for becoming a non-reporting public company and was executed in a way that affected the fewest number of shares and shareholders."
About US Dataworks
US Dataworks offers cloud payment processing services with proven enterprise-class payment, deposit, returns processing, and powerful payment analytic tools. US Dataworks' solutions are trusted to process $7 billion in payments each day for utilities, telecommunications providers, content providers, financial institutions and government agencies. Additional information about US Dataworks is available at www.usdataworks.com.
Certain statements made in this press release (other than the historical information contained herein) constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements regarding our expectations concerning the benefits to be derived from being a non-reporting public company and effecting the reverse-forward split. Any forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but not limited to, the failure of our new solution to perform as anticipated, our ability to provide long-term customer value and agility, our ability to protect our intellectual property, our position in the marketplace, our ability to develop and timely introduce products that address market demand, the impact of alternative technological advances and competitive products, market fluctuations, our ability to repay or refinance our debt, our ability to realize the anticipated benefits from our business initiatives, and other risks detailed from time to time in our SEC reports including our Annual Report on Form 10-K for the year ended March 31, 2012 filed with the SEC on July 13, 2012. These forward-looking statements speak only as of the date hereof. US Dataworks disclaims any obligation to update these forward-looking statements.
Randy Frapart, CFO
US Dataworks, Inc.
SOURCE US Dataworks, Inc.