CHICAGO, July 28 /PRNewswire-FirstCall/ -- newAX, inc (Pink Sheets: ASXI), formerly known as Astrex, Inc., today announced that effective 11:59 PM EDT September 1, 2006 (Effective Time) its Common Stock and its Series B Preferred Stock will each be reverse split at the ratio of 1 (one) new share per 6,000 (six thousand) present shares. Fractional shares will not be issued but rather fractional interests will be paid at the rate of $0.70 (seventy cents) cash per old share constituting that fractional interest.
The Reverse Split will apply to the Common Stock and Series B Preferred Stock as it is held on the Effective Time. On that date, for the purpose of computing the cash payment of fractional interests, stock owned by the same stockholder but held in different accounts or under different names or forms of title will not be aggregated for calculating fractional shares, but will be deemed separately owned. Similarly Common Stock and Series B Preferred Stock will not be aggregated.
For instance, suppose at the Effective Time John Doe holds in total 12,000 shares in the form of 7,000 shares of Common Stock and 5,000 shares of Preferred Stock in identical registered names, and Mary Smith holds a total of 12,000 shares in the form of 7,000 shares of Common Stock in the name of ABC and 5,000 shares of Common Stock in the name of XYZ. In those cases, John Doe and Mary Smith will each receive 1 share of new Common Stock and each will be paid $0.70 per share for 6,000 old shares constituting various fractional interests. Had John Doe converted his Preferred Stock to Common Stock prior to the Effective Time he would have received 2 shares of new Common Stock and no cash. Had Mary Smith put her 12,000 shares of Common Stock in the same name prior to the Effective Time she too would have received 2 shares of new Common Stock and no cash. Conversely prior to the Effective Time either John Doe or Mary Smith could restructure their holdings so that they would respectively receive $0.70 cents for all their shares and no new shares. Prior to the Effective Time a holder may also buy or sell Common Stock shares in the over-the-counter market in order to "round up" or "break up" his or her Common Stock holding.
The Company currently has an approximate total of 3,674,575 shares of Common Stock and Series B Preferred Stock outstanding held by approximately 1150 registered and/or beneficial (NOBO) holders. As a result of the Reverse Split, the total number of outstanding shares for both issues will be reduced to approximately 612 shares held by approximately 60 registered and/or beneficial (NOBO) holders.
The reverse split will be effective regardless of whether old stock certificates are delivered to the Company. However, for those stockholders who hold their stock in certificated form (as opposed to stockholders who hold their stock in "street name" or through their broker or other institution), neither certificates for new Common or Preferred Stock nor cash for fractional interests will be delivered or paid out unless the underlying old share certificates are delivered to the Company.
Fiscal Year-End Balance Sheet
The Company also advises that Cohen & Company, CPA has compiled an unaudited balance sheet for the Company at March 31, 2006 (the end of its fiscal year) together with certain other financial statements for the nine-month period beginning July 1, 2005, the date of the Company's sale of most of its assets to RAD. The balance sheet shows total assets of $4,911,080 against total liabilities of $1,622,781. The assets principally consist of $1,626,825 cash, $1,582,715 marketable securities at fair value, and $1,280,483 notes at face value. The liabilities principally consist of $703,633 in the previously announced accrued litigation settlement, and $893,099 in notes payable.
The Company will shortly send notices to its stockholders of record describing the reverse split. The holders of a majority of the voting power of both the Common Stock and Series B Preferred Stock have consented to the reverse split and certain related matters.
About newAX
newAX, formerly known as Astrex, Inc., sold its operating business and substantially all of its assets for cash and other assets to RAD Electronics, Inc., a privately held Delaware corporation on June 30, 2005. newAX is presently in the initial stages of undertaking a search to acquire or enter into a new, as of now undetermined, operating business.
Forward-Looking Statements
This announcement contains forward-looking statements that involve risks and uncertainties, including statements with regard to the above described settlement, the possible reverse split and the possible repurchases of stock. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, market or other economic changes, other uncertainties and matters beyond the control of newAX's management and other risks detailed in the Company's Annual Report for the year ended March 31, 2004 and in the Company's Quarterly Reports for the quarters ended June 30, 2004, September 30, 2004 and December 31, 2004 and in the Company's Offer to Purchase (Tender Offer) expired October 21, 2005.
Contact person: John C. Loring, (773) 935 0710
This release was issued through eReleases(TM). For more information, visit http://www.ereleases.com/.
