Futuremedia Plc - Report of Foreign Issuer (6-K)
30 Novembro 2007 - 7:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November 2007
FUTUREMEDIA PUBLIC LIMITED COMPANY
(Translation of registrant's name into English)
Nile House, Nile Street, Brighton BN1 1HW, England
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______
This Form 6-K is hereby filed and incorporated by reference in Futuremedia PLC's
Registration Statements on Form F-3 (File No. 333-131314), Form F-3 (File No.
333-128173), Form S-8 (333-128875), Form S-8 (333-128873) and Form S-8
(33-11828).
Futuremedia Announces Change to American Depositary Shares Ratio
BRIGHTON, England, Nov. 30 /PRNewswire-FirstCall/ -- Futuremedia plc
(Nasdaq: FMDA), a leading e-learning provider and design, exhibition and events
agency, announced today that the ratio of its American Depositary Shares ("ADS")
to ordinary shares will be changed to 1:1000 from 1:50, effective Monday,
December 3, 2007. The Bank of New York, Futuremedia's transfer agent, will
contact registered ADS holders with regards to this change.
Shareholders will receive one ADS for each 20 ADSs currently held, as the
ratio has changed by a factor of 20, effectively a 1:20 reverse stock split. The
Bank of New York will sell a portion of the new ADSs to establish a cash in lieu
rate for fractional ADSs, and ADS holders whose holdings are not exactly
divisible by 20 will receive cash in lieu of fractional amounts, at the rate
established by The Bank of New York. Including recent conversions of debt to
equity, the total number of ADSs outstanding after the ratio change will be
approximately 587,400. As a result of this ratio amendment, the ADS price
automatically increases proportionally -- as of the market close on Thursday,
November 29, 2007, the price would be $4.79 per ADS. However, there is no
assurance that the post-amendment ADS price will be at least equal to or greater
than the pre-amendment ADS price multiplied by the ratio change.
This ADS ratio change is expected to bring Futuremedia in compliance with
Marketplace Rule 4320(e) (the "Rule"), which requires a minimum bid price of $1
per ADS. In accordance with the Rule, Futuremedia was provided 180 calendar
days, or until December 24, 2007, to regain compliance.
As previously announced on July 2, 2007, to regain compliance with the Rule,
the closing bid price of the Company's ADSs must remain at $1 per share or more
for a minimum of 10 consecutive trading days. If this occurs, Nasdaq will
provide written notification that Futuremedia has regained compliance with the
Rule.
The purpose of this ratio change is to qualify for continued listing on the
Nasdaq Capital Market; however, the Company can make no assurances that either
a) Nasdaq continues to list the Company's ADSs on the Nasdaq Capital Market or
b) the Company will not voluntarily ask to be placed on Nasdaq's Over The
Counter (OTC) bulletin board in order to save significant operating costs
required for the Nasdaq Capital Market listing.
About Futuremedia
Futuremedia plc is a global media company providing online learning, design,
exhibition and event services to public and private sector organizations.
Established in 1982 and listed on the Nasdaq in 1993, Futuremedia helps its
clients to communicate their values, product and brand information to employees,
customers and industry, and believes that learning is a key component in the
communication mix. Futuremedia divisions are Futuremedia Learning and Button
Group plc. The Button Group has been providing design, exhibition and event
services in Cannes, France and elsewhere around the world for more than 30
years. For more information, visit www.futuremedia.co.uk
"Safe Harbor" Statement under Section 21E of the Securities Exchange Act of
1934: This press release contains forward-looking statements related to future
results and speaks only of Futuremedia's expectations as of the date hereof.
Such statements include expectations regarding: the Company's ability to
maintain its listing on the Nasdaq-CM; the expected benefits from new sales,
contracts or products; the expected benefits and success of operations in new
markets; the expected benefits of expanding the sales operations of group
companies into new geographical markets; the expected benefits of acquisitions;
the expected benefits of financing arrangements; and the Company's future
financial condition and performance. Such statements involve known and unknown
risks and uncertainties that may cause actual results to differ materially from
expectations. The risks and uncertainties include: risks associated with the
Company's ability to maintain its listing on the Nasdaq C-M; risks associated
with the Company's ability to develop and successfully market new services and
products (including the risk that such products may not be accepted in the
market), risks relating to operations in new markets (including the risk that
such operations may not deliver anticipated revenue or profits); risks
associated with acquisitions (including the risk that such acquisitions may not
deliver the benefits expected by management and risks associated with
integration of acquisitions generally); risks that financing arrangements could
result in substantial dilution to shareholders because of subscription prices
below the current market value of the Company's ADSs or other factors; risks
relating to the Company's ability to operate profitably in the future; risks
associated with rapid growth; the Company's ability to successfully develop its
business in new geographic markets; the early stage of the e-learning market;
rapid technological change and competition; and other factors detailed in the
Company's filings with the US Securities and Exchange Commission. The Company
expressly disclaims any obligation to release publicly any updates or revisions
to any such statement to reflect any change in expectations or in information on
which any such statement is based. All product names and trademarks mentioned
herein are trademarks of Futuremedia or their respective owners.
Investors: Mike Smargiassi or Dianne Pascarella, +1-212-986-6667, or Media:
Jenna Focarino or Brian O'Keefe, +1-212-986-6667, all of Brainerd Communicators,
Inc., for Futuremedia plc/
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FUTUREMEDIA PLC,
an English public limited company
By: /s/ George O'Leary
------------------
George O'Leary
Chief Executive Officer
Date: November 30, 2007
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