Celebrate Express Inc reported that following a comprehensive review of strategic alternatives, the Board of Directors concluded that it is in the best interests of the Company and its shareholders at this time to continue operating as a stand-alone entity. As such, the Company announced the completion of its strategic alternatives review undertaken with its financial advisor, Cowen and Company LLC.
The Company also announced that its Board of Directors has declared a special one-time cash dividend of $1.25 per share payable on April 26, 2007 to shareholders of record on April 12, 2007. The dividend payout will total approximately $10 million based on the current shares outstanding.
Celebrate Express Chief Executive Officer Kevin Green stated, "The Board of Directors considered a number of alternatives aimed at enhancing shareholder value. We've concluded that the best path to maximize shareholder value is to pay the special one-time dividend and to focus on building the business. We believe that the cash remaining after the dividend payment will provide us the financial flexibility for further investments in our business and to continue to fund our growth initiatives."
The Company also announced that its Board of Directors has adopted three measures intended to enhance the Company's corporate governance practices:
• The Board of Directors amended the Company's bylaws so that shareholders may alter, amend and repeal the Company's bylaws or adoptnew bylaws by a majority vote of the shareholders.
• The Board of Directors will recommend to shareholders at the 2007 annual meeting of shareholders that the Company's articles of incorporation and bylaws be amended to permit one or more members of the Board of Directors (including the entire Board) to be removed, without cause, at a meeting of shareholders called for that purpose.
• The Board of Directors will recommend to shareholders at the 2007 annual meeting of shareholders that the Company's articles of incorporation be amended to remove the classification of the Board of Directors.
Mr. Green continued, "The decision to continue operating as a stand-alone entity, the special dividend and the enhancements to our corporate governance practices should be viewed as a sign of confidence in the continued success of our business. I am now more encouraged about the long term opportunities at Celebrate Express than I was ten months ago when I first joined the company."
"We have just one remaining role on the senior management team to fill, the Vice President of Marketing position. With the review of strategic alternatives behind us, I am confident we are now in a better position to fill that role and complete a senior leadership group that is dedicated to the future success of the Company."
In addition to the foregoing, the Company announced that its Board of Directors has adopted modifications to the Company's shareholder communications policies. Under the new policy, the Company will be discontinuing the practice of providing financial guidance going forward and will be using Securities and Exchange Commission filings, press releases, quarterly results conference calls and annual shareholders meetings as the exclusive venues in which to communicate with its shareholders and prospective shareholders.
