EXHIBIT 99.1
SOUTH STREET FINANCIAL CORP.
155 WEST SOUTH STREET
ALBEMARLE, NC 28001
PRESS RELEASE
| | | | |
| Contact: | | R. Ronald Swanner | | Christopher F. Cranford |
| | President and Chief Executive Officer | | Chief Financial Officer |
| | (704) 982-9184 | | (704) 982-9184 |
SOUTH STREET FINANCIAL CORP. ANNOUNCES DEREGISTRATION UNDER THE SECURITIES AND EXCHANGE ACT AND DELISTING FROM NASDAQ GLOBAL MARKET
ALBEMARLE, N.C. – March 26, 2007 – The Board of Directors of South Street Financial Corp. (the “Company”) (NASDAQ-GM: SSFC) has announced that the Company has notified Nasdaq of its impending de-listing from the Nasdaq Global Market as a result of its deregistration of the Company common stock under the Securities Exhange Act of 1934, as amended (the “Exchange Act”).
On March 20, 2007, at a special meeting of stockholders, the Company stockholders approved two amendments to the Company’s Articles of Incorporation which are now effective. The first amendment authorized the creation of 500,000 shares of a new Series A Preferred stock (“Preferred Stock”). The second amendment converted all shares of common stock held by record shareholders of less than 750 shares of common stock into shares of the Series A Preferred stock on a one-for-one basis (the “Conversion”). The creation of the Preferred Stock and the Conversion became effective at 11:59 p.m. Eastern Time on March 22, 2007 (“Effective Date”). The creation of the Preferred Stock and the Conversion occurred automatically, and the Company’s stock record books now reflect these changes. For a period of thirty days following the Effective Date, those shareholders holding shares of Preferred Stock as a result of the Conversion will be entitled to sell such shares to the Company at a sales price of $10.00 a share provided that the Company receives written notice from the electing shareholder prior to the expiration of the thirty day period. The Conversion did not change the shares of any shareholder who owns 750 or more shares of common stock as of the Effective Date (or who holds any number of common stock shares in their broker’s name)—they continue to own their shares of the Company’s common stock after the Conversion.
As a result of the Conversion, the Company now has fewer than 300 shareholders of record. On March 23, 2007, the Company filed a Form 15 with the Securities and Exchange Commission (“SEC”) to deregister its common stock under Sections 12(g) and 15(d) of the Exchange Act. On March 26, 2007, the Company issued a notice to Nasdaq that it intended to de-list its common stock from the
Nasdaq Global Market since it would not otherwise be required to issue reports under the Exchange Act. We anticipate that the de-listing will occur 10 days after the notice being received by Nasdaq. The Conversion and the reasons for the deregistration under the Exchange Act are discussed in detail in the Proxy Statement mailed to Company stockholders on or about February 23, 2007 with respect to the Special Meeting of Stockholders held on March 20, 2007.
The Company’s deregistration as an Exchange Act reporting company will have the effect of terminating its obligations to file reports with the SEC. The Company will no longer file periodic reports with the SEC, including annual reports on Form 10-KSB and quarterly reports on Form 10-QSB. The Company’s stock will also no longer be listed on the Nasdaq Global Market. The Company believes it is likely that the stock will be listed on the Over the Counter Bulletin Board in the near future.
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Disclosures About Forward Looking Statements
The discussions included in this document and its exhibits may contain forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Company and its management about future events. The accuracy of such forward looking statements could be affected by such factors as, including but not limited to, the financial success or changing conditions or strategies of the Company’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel or general conditions.
