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 Record Date.
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 PIC.
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 accurate.