American Restaurant Concepts Announces Special Meeting Of Stockholders To Approve Reverse Stock Split

The board of directors believes that stockholder approval of a range of potential exchange ratios, rather than a single exchange ratio, is in the best interests of its stockholders.

Sep 12, 2013 - 16:00
American Restaurant Concepts, Inc. (OTCBB: ANPZ), operator and franchisor of the award-winning Dick's Wings & Grill® restaurants, announced today that it will hold a special meeting of stockholders on October 21, 2013 to seek approval of a proposal to grant the Company's board of directors the discretionary authority to effect a reverse stock split of the Company's common stock within an approved range.

The board anticipates that the reverse stock split will provide the Company and its stockholders with several benefits, including:


  • Making the Company's common stock more attractive to institutional investors, many of which have internal policies against investing in or recommending low-priced stocks;

  • Making the Company's common stock more attractive to analysts, many of which do not maintain the trading activity or provide research coverage on low-priced stocks;

  • Reducing brokers' commissions as a percentage of share price, since brokers' commissions generally represent a higher percentage of the share price on lower priced stocks;

  • Providing increased visibility for the Company's net income and net loss per share;

  • Assisting the Company with attracting and retaining employees; and

  • Enabling the board to consider and respond to future business opportunities and needs as they arise.


The board of directors believes that stockholder approval of a range of potential exchange ratios, rather than a single exchange ratio, is in the best interests of its stockholders because it provides the board with the flexibility to achieve the desired results of the reverse stock split, and because it is not possible to predict market conditions at the time the reverse stock split will be implemented.  In determining the ratio, the board may consider the current and anticipated trading price and volume of the Company's common stock, the minimum threshold prices at which brokerages and institutional investors can invest in stocks, and prevailing market conditions.

Even if stockholder approval of the reverse stock split is received, the board reserves the right to not effect the reverse stock split if it determines that not proceeding with the reverse stock split is in the best interests of the stockholders.

The reverse stock split will not affect any stockholder's percentage ownership interest or proportionate voting power or other rights in the Company's common stock, except to the extent that any stockholder receives whole shares in lieu of fractional shares.

"American Restaurant Concepts is a fundamentally different company than it was a year ago," stated Richard Akam, Chief Executive Officer of American Restaurant Concepts.  "A higher stock price will help raise our corporate profile and make our stock more appealing to institutional investors and analysts.  It will also help broaden our stockholder base, improve our stock's liquidity and, ultimately, enhance our valuation as we continue to achieve our corporate objectives.  This action underscores our commitment to generating long-term value for our stockholders, and we believe that it is in the best interest of our stockholders and the future growth of our Company."         

American Restaurant Concepts, Inc., headquartered in Lafayette, Louisiana, is the operator and franchisor of Dick's Wings & Grill® full-service restaurants and Dick's Wings Express® express restaurants.  The Company prides itself on the 365 original mouth-watering flavors it has created for its premium grade chicken wings.  Dick's Wings offers customers the freshest wings, sandwiches, burgers, wraps, salads and signature waffle fries, all in a unique setting that combines a family-friendly environment with a sports-themed restaurant.  Dick's Wings & Grill's chicken wings have won numerous awards in Florida and Georgia.  The Company currently has 15 full-service restaurants and 2 express restaurants.  Sixteen of the restaurants are located in Florida, with one located in Georgia.