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Board of Directors Sets Split Ratio at 1-for-5 Shares
CAMPBELL, Calif., Dec. 15 /PRNewswire-FirstCall/ -- Rainmaker Systems,
Inc. (Nasdaq: RMKR), a leading outsource provider of integrated sales and
marketing services, today announced that its stockholders have authorized the
companys Board of Directors to effect a reverse split of the outstanding
shares of the companys common stock by a ratio of between 1-for-3 and
1-for-10 and that, so authorized, the companys Board of Directors has elected
to effect a reverse split in the ratio of 1-for-5. The company has filed an
amendment to its Certificate of Incorporation effecting the reverse split as
of 5:00 p.m. Eastern Time on Dec. 15, 2005. It is anticipated that shares of
the companys common stock will begin trading on the NASDAQ Small Cap Market
on a post-split basis effective at the beginning of trading on Dec. 16, 2005.
A letter "D" will be appended to Rainmakers trading symbol for a period of 20
trading days to alert the trading community of the reverse split.
"We appreciate the support of our stockholders in granting our Board of
Directors the authority to effect a reverse split," said Michael Silton, chief
executive officer. "We feel very positively about our business and our recent
accomplishments, including the significant expansion of our agreement with our
Fortune 50 software client. Also, we successfully integrated two acquisitions
and transitioned our operations center to Austin. Our financial performance
has improved significantly in the past year, as evidenced by our third quarter
results with the achievement of positive EBITDA, and organic revenue growth of
30 percent annually and seven percent sequentially. By completing the reverse
split we will be able to more appropriately align our capital structure and
regain compliance with NASDAQ listing requirements. We are well positioned for
success in 2006 with our focus on revenue growth and GAAP profitability."
Rainmaker stockholders will receive one share of the companys common
stock for each five shares of common stock held as of the effective date of
the reverse split, with fractional common stock shares paid in cash. Upon the
effectiveness of the reverse split, the number of shares of Rainmakers common
stock outstanding will be approximately 11.3 million shares, excluding stock
options and unexercised warrants and subject to adjustment for fractional
shares.
About Rainmaker Systems
Rainmaker Systems is a leading outsource provider of integrated sales and
marketing services for companies that want to drive more sales. Rainmaker
offers a closed-loop sales process and a comprehensive suite of services that
ensures companies are both filling their sales pipelines with quality leads
and closing them efficiently and cost effectively. Core services include
telesales, integrated direct marketing and hosted e-commerce. Additional
offerings include a proprietary database, customer database enhancement
services, CRM technology integration and order management.
Rainmaker helps approximately 50 companies ranging from Fortune 500 to
dynamic technology start-ups grow their revenues and increase customer loyalty
by providing lead generation and contract renewal sales solutions.
For more information, visit http://www.rmkr.com and http://www.sunsetdirect.com.
NOTE: Rainmaker Systems, the Rainmaker logo, Sunset Direct and Contract
Renewals Plus are registered with the U.S. Patent and Trademark Office. All
other service marks or trademarks are the property of their respective owners.
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