Paulson Capital Corp. Announces Meeting Date and Record Date for the 2013
Annual Meeting of Shareholders
PORTLAND, Ore., Sept. 27, 2013 (GLOBE NEWSWIRE) -- Paulson Capital Corp.
(Nasdaq:PLCC) (the "Company") today announced that its 2013 Annual Meeting of
Shareholders will be held on November 8, 2013. Holders of record of the
Company's common stock, as reflected on the stock transfer books of the
Company, at the close of business on October 11, 2013 (the "Record Date") will
be entitled to notice of and to vote at the meeting.
As described in more detail in the Proxy Statement that will be mailed to
holders of record of our common stock as of the Record Date, in connection
with a proposed restructuring of the Company's business, it is contemplated
that an irrevocable liquidating trust (the "Trust") will be created and the
holders of record of our common stock as of the Record Date (the "Legacy
Shareholders") will be given non-transferable beneficial interests in the
Trust in proportion to their pro rata ownership interest in our common stock.
It is important to note that (i) unless you are a Legacy Shareholder, you will
have no interest in the Trust; and (ii) a Legacy Shareholder will both have an
interest in the Trust and own our common stock. Those who become owners of our
common stock after the Record Date will own only our stock and will have no
rights in the Trust. Anyone interested in purchasing our common stock in order
to qualify as a Legacy Shareholder must ensure that the trade settles by the
The Trust will hold the majority of the assets currently held by Paulson
Investment Company, Inc. ("PIC"), our operating subsidiary through which the
business of the Company is currently conducted, and will hold an option to
purchase the Company's remaining interest in PIC. It is contemplated that the
majority of the assets held by PIC (or the proceeds derived therefrom),
currently consisting primarily of underwriter warrants, trading and investment
securities, an insurance policy on the life of the founder of the Company, and
cash and accounts receivables (the "Trust Assets"), will be liquidated and
distributed to the Legacy Shareholders over time, after payment of trust
administration expenses including, but not limited to, compensation in
connection with stock trading in a manner consistent with past practices of
The Trust will provide for distribution of sale proceeds to the Legacy
Shareholders when a Trust Asset is liquidated. At the time of sale, the
Company will have income equal to the sale proceeds received in excess of the
Company's basis in the asset and the Company will be liable for any tax due.
Any taxes for which the Company is obligated as a result of the liquidation of
Trust Assets will be paid by the Trust out of Trust Assets. The distribution
of the sale proceeds to the Legacy Shareholder will be a dividend to the
Legacy Shareholder at the time of the distribution, creating corresponding tax
liability for a dividend received. Because the Trust Assets will be
irrevocably placed in trust at a time when the Company could have distributed
them as dividends to the Legacy Shareholders under state law, we believe, but
cannot guarantee, that the ultimate distribution of the sale proceeds to the
Legacy Shareholders should not be restricted if the Company itself would not
be permitted to pay a dividend at that time due to state law limitations. If,
in fact, the placement of the Trust Assets in the Trust does not overcome the
state law restrictions on the payment of dividends, it is possible that the
Company may not be able to distribute all or any portion of the sale proceeds
when a Trust Asset is liquidated. In that event, the sales proceeds would be
retained by the Trust until such time, if any, that the Company is legally
permitted to distribute the proceeds as a dividend to the Legacy Shareholders.
About Paulson Capital Corp.
Paulson Capital Corp. is the parent company of Paulson Investment Company,
Inc. Headquartered in Portland, Oregon, Paulson Investment Company, Inc.
(member FINRA/SIPC) has been a national leader in public offerings of small
and emerging growth companies with capital needs of $5 million to $45 million.
Founded by Chester "Chet" Paulson in 1970, it has managed or underwritten 166
securities offerings and has generated more than $1.2 billion for client
companies. The company's web site is available at www.paulsoninvestment.com.
This release may contain "forward-looking statements" based on current
expectations but involving known and unknown risks and uncertainties. Actual
results of achievements may be materially different from those expressed or
implied. Paulson's plans and objectives are based on judgments with respect to
future conditions in the securities markets as well as general assumptions
regarding the economy and competitive environment in the securities industry,
which can be volatile and out of our control. In particular, we make
assumptions about our ability to complete corporate transactions, including
the transactions with the Investor Group, which are difficult or impossible to
predict accurately and often beyond the control of Paulson. Therefore, there
can be no assurance that any forward-looking statement will prove to be
CONTACT: MEDIA CONTACT:
Kellie Davis - Investor Relations
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