First Priority Group Shareholders Approve New Name, Additional Shares and $10 Million Equity Funding
19 October 2000
First Priority Group Shareholders Approve New Name, Additional Shares and $10 Million Equity FundingNasdaq Decides That Company Is in Compliance With Requirements for Continued Listing PLAINVIEW, N.Y., Oct. 19 First Priority Group, Inc. reported today that Nasdaq has terminated its delisting action against the Company in the wake of the Company's successful annual meeting, which was held October 2. As a result, the Company will be allowed to continue its listing on the Nasdaq SmallCap Market. At the annual meeting, shareholders overwhelmingly elected FPG's four directors to new, staggered terms, voted to change the Company's name to driversshield.com Corp., and approved a common stock purchase agreement that will provide the Company with $10 million in funding in the form of an equity line. They also voted to expand the number of authorized shares of common stock from the present 20 million to 30 million to accommodate the stock purchase plan. Nasdaq notified First Priority Group on August 15 that it would delist the Company's common stock on August 24 because the Company had failed to hold an annual meeting as called for in Nasdaq's listing requirements. The Company requested a hearing before Nasdaq's Listing Qualification Panel, thereby staying the actual delisting, and announced that its annual meeting would be held on October 2, 2000. The Company reported that it had delayed its annual meeting to avoid the additional expense of having multiple meetings in a single year, since there were several pending actions and transactions that would require shareholder approval, including the stock purchase plan and the corporate name change. The Nasdaq panel concluded after the annual meeting that the Company was now in compliance and terminated the delisting action. "We have made real progress in building the business and increasing our profitability," said Barry Siegel, Chairman and CEO of First Priority Group. "We are hopeful that our stock price will soon begin to reflect that progress. We are profitable now, we will be reporting much stronger profitability for the third quarter -- giving us three profitable quarters in a row -- and we expect to finish the year comfortably in the black, earning several cents per share. We anticipate profits in seven figures for 2001. "We can only assume that current market conditions are contributing to our current low stock price," Siegel said. "Going from a loss of $.24 per share in 1998 to reporting a profit of several cents a share two years later, with significant gains in our new business units, would indicate that we should have a market capitalization well above the $10 million the market has given us lately. The Company's growth potential has never been better, and we are outperforming most new emerging growth companies. Over the next 36 months, we expect our sales to exceed a $200 million annual rate." The new corporate name, along with a new stock symbol, will go into effect in a few days, said Siegel. The Company's subsidiaries will be renamed as well to reinforce their continuity with the driversshield.com brand. National Fleet Service will become driversshield.com FS (Fleet Services); the Internet- oriented driversshield.com unit will become driversshield.com CRM (Customer Relationship Management), and the Auto Discounts and Services Program will become driversshield.com ADS (Auto Discounts and Services). This announcement contains "forward-looking statements." Words "anticipate," "believe," "estimate," "expect" and other similar expressions as they relate to the company and its management are intended to identify such forward-looking statements. Although the company and its management believe that the statements contained in this announcement are reasonable, it can give no assurances that such statements will prove correct. Factors that could affect the occurrence of events or results discussed herein are included with those mentioned in the company's filings with the Securities and Exchange Commission.