For Further Information:
Scheid Vineyards Inc.
(Nasdaq SCM: SVIN)
305 Hilltown Road
Salinas, CA 93908
(831) 455-9990
www.scheidvineyards.com
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CONTACT:
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Scott Scheid, President and Chief Executive Officer
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Mike Thomsen, Chief Financial Officer
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For Immediate Release:
January 30, 2006
SCHEID VINEYARDS INC. announces board and
stockholder approval of reverse Stock split
SALINAS, CA - January 30, 2006
- Scheid Vineyards Inc. (Nasdaq SCM: SVIN) (“Company” or “Scheid”)
announced today that its Board of Directors, and stockholders
owning a majority of its voting stock, have approved a 1-for-5 reverse
stock split (the “Reverse Stock Split”) of its Class A and Class B Common
Stock. If the transaction is consummated, Scheid expects to have fewer than 300
stockholders of record, which would enable Scheid to voluntarily terminate the
registration of its Class A Common Stock under the Securities Exchange Act of
1934, as amended, and become a non-reporting company. As a result, Scheid would
no longer be required to file periodic reports and other information with the
Securities and Exchange Commission (the “SEC”). Upon careful consideration of
the costs, administrative burdens and competitive disadvantages associated with
being a SEC reporting company, Scheid’s Board of Directors believes it to be
advisable and in the best interests of Scheid and its stockholders to change
its status to a non-reporting company.
Scheid has also filed today a
Schedule 14C Preliminary Information Statement and a Schedule 13E-3
Transaction Statement with the SEC describing the Reverse Stock Split in
detail. Following any review by the SEC, Scheid plans to disseminate a
Definitive Information Statement to its stockholders and amend its Certificate
of Incorporation (the “Amendment”) with the Delaware Secretary of State. Scheid
is unable to determine the exact effective date of the Reverse Stock Split at
this time. The Company’s Board of Directors, in its sole discretion, reserves
the right to abandon the Reverse Stock Split prior to its effective date, if it
determines that abandoning the Reverse Stock Split is in the best interests of
the Company.
In connection with the
deregistration process, Scheid will request that Nasdaq delist its Class A
Common Stock from The Nasdaq SmallCap Market.
Scheid anticipates that its shares of Class A Common Stock will be
traded on the Pink Sheets Electric Quotation Service, but can make no
assurances that any broker will make a market in the Scheid’s Class A Common
Stock. The “Pink Sheets” is a
centralized quotation service that collects and publishes market maker quotes
in real time, primarily through its website, http://www.pinksheets.com/.
On the effective date of the
Amendment, stockholders holding fewer than five (5) shares immediately prior to
the effectiveness of the Amendment, and stockholders holding a number of shares
not evenly divisible by five (5), of either Class A or Class B Common
Stock, will receive a cash payment in the amount of $9.25 per pre-split share,
in lieu of a fraction of a share of new Class A Common Stock and/or new
Class B Common Stock that would otherwise be issued following the Reverse
Stock Split.
All stockholders are urged to read
the Preliminary Information Statement and Schedule 13E-3 and any other
relevant documents filed with the SEC, since they will contain important
information about the proposed transaction. Stockholders may obtain the
documents filed with the SEC free of charge at the website maintained by the
SEC at www.sec.gov. In addition, stockholders may obtain documents filed with
the SEC by Scheid free of charge by requesting them in writing from Scheid, 305
Hilltown Road, Salinas, California 93908, or by telephone at (831) 455-9990.
Scheid will also mail a copy of the Definitive Information Statement to its
stockholders.
About Scheid
Vineyards Inc.
Scheid Vineyards
Inc. (www.scheidvineyards.com) is an independent producer of premium wine
grapes and bulk wine. Scheid operates approximately 5,700 acres of vineyards,
primarily in Monterey County, California. Scheid sells most of its grape
production under short and long-term grape and bulk wine contracts to wineries
producing high quality table wine. Scheid also operates a winery with an
approximately 11,000 ton processing capability in which Scheid produces bulk
wine, as well as a small amount of ultra premium wine under its own label.
Forward Looking
Statements
Those
statements above that involve expectations or intentions (such as those related
to the proposed transaction) are forward-looking statements within the meaning
of the U.S. securities laws, involving risks and uncertainties, and are not
guarantees of future performance. You are cautioned that these statements are
only predictions and that forward-looking statements are subject to a number of
risks, assumptions and uncertainties that could cause actual results to differ
materially from those projected in such forward-looking statements. These
risks, assumptions and uncertainties include, but are not limited to: future
decisions by the SEC or other governmental or regulatory bodies; and other
risks outlined in our filings with the SEC, including the annual report on
Form 10-KSB for the year ended December 31, 2004 and the most recent
quarterly report on Form 10-QSB for the third fiscal quarter ended
September 30, 2005. All forward-looking statements are only as of the date
they are made and Scheid disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.