BOULDER, Colo., April 12 /PRNewswire-FirstCall/ -- Incentra Solutions, Inc. (OTC Bulletin Board: ICEN) today announced that its Board of Directors has approved a 1-for-10 reverse split of its common stock. In addition, the Company's majority stockholders have, by written consent without a meeting, approved the reverse stock split and the charter amendment required to give effect thereto. The Company intends to file an Information Statement on Form 14-C with the Securities and Exchange Commission describing the proposed reverse stock split in greater detail, which the Company expects to mail to all stockholders later this month. The reverse split is expected to be effective end of May 2005. The reverse stock split will reduce the number of outstanding shares of the Company's common stock from approximately 126 million shares to approximately 12.6 million shares. "Following our recently announced acquisition of STAR Solutions and PWI Technologies, the Board felt it was appropriate to align the Company's capitalization for the size of the Company today and the near future," said Tom Sweeney, Chairman & CEO. "This is an important step in being able to move our Company to a major exchange and off the bulletin board, which we believe will create more visibility and awareness for the Company's shares among potential investors and enhance the Company's value for all of our stakeholders. This stock consolidation will enable us to actively engage the investment community with a more appropriate view of our value and growth potential." As a result of the reverse stock split, every 10 outstanding shares of the Company's common stock will be exchanged for one new share of common stock. In addition, the number of shares of common stock issuable upon exercise or conversion of the Company's outstanding convertible preferred stock, convertible notes, warrants and stock options immediately prior to the effective date of the reverse stock split will be adjusted to account for the reverse split. The Company will issue one whole share of common stock in lieu of fractional shares that would otherwise be issuable as a result of the reverse split. Common stockholders are not required to take any action relating to the reverse stock split at this time. Stockholders of record will receive from the Company's transfer agent, Interwest Transfer Company, letters of transmittal and related instructions for exchanging their existing stock certificates for new stock certificates. Stockholders who hold their shares in street name with a brokerage firm will have their accounts adjusted by their respective brokers. Stockholders should not destroy any stock certificates and should not submit any certificates until requested to do so. About Incentra Solutions, Inc. Incentra Solutions, Inc. (www.incentrasolutions.com, OTCBB:ICEN) is a provider of complete IT & storage management solutions to broadcasters, enterprises and managed service providers worldwide. The Company operates a Broadcast & Media Division, Front Porch Digital (www.fpdigital.com) that provides total digital archive management and transcoding solutions. Wholly- owned subsidiaries, ManagedStorage International (MSI, www.MSIservice.com), STAR Solutions (www.star-solutions.com), and PWI Technologies (www.pwi.com) provide professional services, hardware & software products, IT outsourcing solutions and financing options to the enterprise and service provider markets. Incentra Solutions Forward Looking Statements Certain information discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements. Forward- looking statements are inherently subject to unpredictable and unanticipated risks, trends and uncertainties such as the Company's inability to accurately forecast its operating results; the Company's potential inability to achieve profitability or generate positive cash flow; the availability of financing; and other risks associated with the Company's business. For further information on factors which could impact the Company and the statements contained herein, reference should be made to the Company's filings with the Securities and Exchange Commission, including Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. Contacts for Incentra Solutions: Allen & Caron Inc. Incentra Solutions Jill Bertotti (investors) Paul McKnight jill@allencaron.com Chief Financial Officer Len Hall (financial media) pmcknight@incentrasolutions.com len@allencaron.com (303) 449-8279 (949) 474-4300
SOURCE Incentra Solutions, Inc.
investors, Jill Bertotti, jill@allencaron.com, or financial media, Len Hall, len@allencaron.com, both of Allen & Caron Inc., +1-949-474-4300, for Incentra Solutions; or Paul McKnight, Chief Financial Officer of Incentra Solutions, +1-303-449-8279, pmcknight@incentrasolutions.com 12Apr05 11:00 GMT Symbols: us;ICEN Source PRN PR Newswire
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