NEW YORK, Jan 12, 2006 (BUSINESS WIRE) -- Alloy, Inc. ("Alloy") (NASDAQ: ALOY) today announced
that, at a special meeting of its stockholders held earlier today,
more than a majority of the company's outstanding shares voted in
favor of authorizing the Alloy Board of Directors to amend the
company's restated certificate of incorporation to effect, at the
Board's discretion, a one for two, one for three or one for four
reverse stock split. Subsequent to the special stockholder meeting,
the Alloy Board of Directors approved implementing a one for four
reverse split of the issued and outstanding shares of Alloy's common
stock. The Board authorized the company to implement such reverse
stock split as soon as practical; the company anticipates that the
reverse split will be effective within the next three weeks.
Upon the effectiveness of the reverse stock split, every four
shares of Alloy common stock will be converted and reclassified as one
share. Alloy does not intend to issue any fractional shares in
connection with the reverse stock split. Stockholders holding
fractional shares will be entitled to a cash payment equal to the
fraction to which such stockholders would otherwise be entitled,
multiplied by the closing price of the Alloy common stock on the
trading day immediately preceding the reverse split effective date.
After giving effect to the reverse split, Alloy will have
approximately 11.6 million shares outstanding. The reverse split will
affect all shares of Alloy's common stock, including those shares
underlying stock options, warrants and convertible debentures
outstanding immediately prior to the reverse split effective date.
About Alloy, Inc.
Alloy, Inc., under the banner of Alloy Media + Marketing (AM+M),
is a media and marketing services company that primarily targets
Generation Y, a key demographic segment comprising more than 60
million boys and girls in the United States between the ages of 10 and
24. AM+M is one of the largest providers of directed media and
promotional marketing programs toward this important demographic.
Working with AM+M, marketers connect with their intended audience
through a host of advertising and marketing programs incorporating
Alloy's wide ranging media and marketing assets, expertise and
relationships including direct mail catalogs, college and high school
newspapers, web sites, display media boards, college guides, and
promotional events. For further information regarding Alloy, please
visit our corporate website at (www.alloyinc.com).
This announcement may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, including statements
regarding our expectations and beliefs regarding our future results or
performance. Because these statements apply to future events, they are
subject to risks and uncertainties. When used in this announcement,
the words "anticipate", "believe", "estimate", "expect",
"expectation", "project" and "intend" and similar expressions are
intended to identify such forward-looking statements. Our actual
results could differ materially from those projected in the
forward-looking statements. Additionally, you should not consider past
results to be an indication of our future performance. Factors that
might cause or contribute to such differences include, among others,
our ability to: increase revenues; generate high margin sponsorship
and multiple revenue streams; develop our sales and marketing teams
and capitalize on these efforts; develop commercial relationships with
advertisers and the continued resilience in advertising spending to
reach the teen market; manage the risks and challenges associated with
integrating newly acquired businesses; and identify and take advantage
of strategic, synergistic acquisitions and other revenue
opportunities. Other relevant factors include, without limitation: our
competition; seasonal sales fluctuations; the uncertain economic and
political climate in the United States and throughout the rest of the
world, and the potential that such climate may deteriorate further;
and general economic conditions. For a discussion of certain of the
foregoing factors and other risk factors see the "Risk Factors That
May Affect Future Results" set forth in Alloy's filings with the
Securities and Exchange Commission. We do not intend to update any of
the forward-looking statements after the date of this announcement to
conform these statements to actual results, to changes in management's
expectations or otherwise, except as may be required by law.
SOURCE: Alloy, Inc.
Alloy, Inc.
James K. Johnson, Jr., 212-244-4307