UPDATE: Dialogic (DLGC) Hits Volatility Trading Pause; to Implement Five-for-One Reverse Split

September 17, 2012 10:18 AM EDT
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(Updated - September 17, 2012 10:21 AM EDT)

Dialogic (Nasdaq: DLGC) paused for volatility.

UPDATE - Dialogic filed an 8-K late last Friday:

On September 14, 2012, Dialogic Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended to date (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect a 5-for-1 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, $0.001 par value per share (the “Common Stock”). The Reverse Stock Split became effective at 5:00 pm EDT on September 14, 2012. The Charter Amendment was approved by the Company’s stockholders at a special meeting held on September 14, 2012. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

As a result of the Reverse Stock Split, each five (5) shares of the Company’s issued and outstanding Common Stock has been automatically combined and converted into one (1) issued and outstanding share of Common Stock, $0.001 par value per share. The Reverse Stock Split has affected all issued and outstanding shares of Common Stock, as well as Common Stock underlying stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of the Common Stock outstanding prior to the Reverse Stock Split from 71,999,489 shares to approximately 14,399,897 shares. The number of authorized shares of Common Stock or Preferred Stock was not affected by the Reverse Stock Split. The Reverse Stock Split did not alter the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.

No fractional shares will be issued in connection with the Reverse Stock Split. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Common Stock as of the time of effectiveness of the Reverse Stock Split shall be issued to Computershare Limited (the “Transfer Agent”), as agent, for the accounts of all such holders otherwise entitled to have a fraction of a share issued to them. The sale of all fractional interests will be effected by the Transfer Agent as soon as practicable after the time of effectiveness of the Reverse Stock Split on the basis of prevailing market prices of the Company’s Common Stock at the time of sale. The Common Stock will begin to trade on The NASDAQ Global Market on a post-split basis on September 17, 2012 with the new CUSIP number 25250T 209.

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