VitalStream Holdings Shareholders Approve Reverse Stock Split

Jul 02, 2004

VitalStream Holdings, Inc., the parent company of VitalStream, Inc., a provider of integrated content delivery and streaming media services said at its annual meeting that shareholders approved a resolution that allows its board of directors to effect a reverse split of its common stock. The resolution authorizes the board to enact a reverse split within the range of one-for-four shares to one-for-eight shares prior to December 31, 2004. VitalStream currently has approximately 60 million shares outstanding.

Also at the meeting, shareholders reelected Summers and Raymond L. Ocampo Jr., as directors, both for three-year terms. Summers has served as chairman, president, and CEO of VitalStream, and its predecessor company, since March 2000. Ocampo was appointed to the company's board in April 2004. He is the former SVP, general counsel, and secretary (retired) of Oracle Corporation.

Apart from the Annual Meeting, the company has also announced that it is amending the Purchase Agreement for its recent previously announced private placement of common stock and warrants that closed on June 16, 2004 and generated gross proceeds to the Company of $11 million. Under the amendment, the total number of shares of common stock that VitalStream will issue to the investors will be increased from approximately 17.9 million shares to approximately 18.1 million shares. The number of shares of common stock subject to the warrants that VitalStream will issue will be increased from 5.38 shares to 5.43 million shares. The pricing under the Purchase Agreement was based upon the fully-diluted capitalization of the company. The amendment is necessary in order to reflect a correction in the fully-diluted capitalization of the company.