SAN FRANCISCO, Sept. 7, 2005 (PRIMEZONE) -- Tribeworks, Inc. (OTCBB:TWKS) (OTCBB:TRBW) today announced results from its annual general meeting held on August 19, 2005 in San Francisco, California. Shareholders elected W. Gordon Blankstein, Robert Altinger, Robert C. Gardner, Peter B. Jacobson and David C. Hayes to the board of directors.
Shareholders also approved an amendment to Tribeworks' Certificate of Incorporation effecting a 1-for-3 reverse split of the Company's issued and outstanding shares of Common Stock. The proposal for the reverse split was presented for a vote by the board of directors, which recommended its approval by shareholders.
Shareholders also approved the proposed private placement of up to 19,000,000 post-consolidation shares of the Company's common stock.
Finally, stockholders ratified the selection of HLB Cinnamon Jang Willoughby, LLP to serve as Tribeworks' independent registered public accounting firm for the year ending December 31, 2005.
The reverse stock split will be effective after the close of market on September 6, 2005, and the Common Stock will begin trading on a reverse split basis on September 7, 2005 under the new ticker symbol "TWKS."
Fractional shares of stock will not be issued as a result of the reverse split. Shareholders who would otherwise receive a fractional share of common stock will be entitled to receive an additional share in lieu of fractional shares. Registrar and Transfer Company is Tribeworks' transfer agent and will act as the exchange agent for the purpose of implementing the exchange of stock certificates in connection with the reverse split.
Each holder of an outstanding certificate theretofore representing shares of Tribeworks Common Stock will receive from our transfer agent, Registar and Transfer Company, instructions for the surrender of such certificates to the exchange agent. Such instructions will include a form of transmittal letter to be completed and returned to the exchange agent. As soon as practicable after the surrender to the exchange agent of any certificate that prior to the Reverse Stock Split represented shares of our Common Stock -- together with a duly executed transmittal letter and any other documents the exchange agent may specify -- the exchange agent shall deliver to the person in whose name such certificate had been issued certificates registered in the name of such person representing the number of full shares of our Common Stock into which the shares of our Common Stock previously represented by the surrendered certificate shall have been reclassified. Until surrendered as contemplated herein, each certificate that immediately prior to the Reverse Stock Split represented any shares of our Common Stock shall be deemed to and after the Reverse Stock Split to represent the number of full shares of our Common Stock contemplated by the preceding sentence. Each certificate representing shares of our Common Stock issued in connection with the Reverse Stock Split will continue to bear any legends restricting the transfer of such shares that were borne by the surrendered certificates representing the shares of our Common Stock.
No service charges, brokerage commissions or transfer taxes shall be payable by any holder of any certificate that prior to approval of the Reverse Stock Split represented any shares of our Common Stock, except that if any certificates of our Common Stock are to be issued in a name other than that in which the certificates for shares of our Common Stock surrendered are registered, it shall be a condition of such issuance that (i) the person requesting such issuance shall pay to us any transfer taxes payable by reason thereof (or prior to transfer of such certificate, if any) or establish to our satisfaction that such taxes have been paid or are not payable, (ii) such transfer shall comply with all applicable federal and state securities laws, and (iii) such surrendered certificate shall be properly endorsed and otherwise be in proper form for transfer.
As of July 26, 2005, Tribeworks had 4,708,657 shares of common stock issued and outstanding. After giving effect to the reverse split, there will be approximately 1,569,552 shares of common stock issued and outstanding. The exercise or conversion price and/or the number of shares of common stock issuable under the Company's outstanding warrants and options and any other similar rights or securities will be proportionately adjusted upon the reverse stock split based on the same ratio used with regard to common stock outstanding. The number of shares that may be issued upon the exercise of conversion rights by holders of securities convertible into common stock, including the Company's Series "A" preferred stock will not be affected by the reverse split.
More information about the reverse split and other matters acted upon at the Company's annual general meeting is available in Tribeworks' definitive proxy statement filed with the Securities and Exchange Commission on July 15, 2005.