STUDIO CITY, CA, Oct. 07, 2019 (GLOBE NEWSWIRE) -- Tix Corporation (the “Company”) (TIXC) today announced that it reached an agreement with HSB Capital Partners, L.P. and Haren Bhakta, stockholders of the Company (together, “HSB”), resolving certain disputes regarding the election of directors at the 2019 annual meeting of stockholders of the Company. Pursuant to the agreement, four incumbent directors of the Company who were re-elected at the 2019 annual meeting of stockholders of the Company, Andrew Pells, Steven Zelinger, Aaron Bregman and Mesfin Eyob, will resign and be replaced by three HSB designees. Namely, Haren Bhakta, Michael Fisk and Jeremy Weiner, who together with the remaining incumbent directors re-elected at the meeting, Mitch Francis, Norman Feirstein, Jordan Fiksenbaum and David Saxe, will comprise the Company’s Board of Directors (the “Board”).
Also, pursuant to the terms of the agreement, the Company’s bylaws were amended as described below, Norman Feirstein was appointed as the Chairman of the Board, the Company agreed to include Haren Bhakta, Michael Fisk and Jeremy Weiner as nominees for election to the Board on the slate of nominees in the Company’s proxy statement and on its proxy card relating to the 2020 annual meeting of the stockholders of the Company. The Company and HSB have also agreed to mutual releases of claims.
The agreement further provides that: (i) HSB is subject to certain standstill restrictions until the day that is thirty (30) calendar days prior to the first day of the notice period specified in the advance notice provision for director nominations set forth in the Company’s bylaws, applicable to the 2021 annual meeting of the stockholders of the Company (the “Standstill Period”); (ii) during the Standstill Period, HSB must vote or consent in favor of each of the directors nominated by the Board and recommended by the Board in the election of directors and against any stockholder proposal to remove any such members of the Board; and (iii) that up to a two percent (2%) increase in the beneficial ownership of the outstanding Common Stock by the HSB Group is exempted under the Amended and Restated Rights Agreement, between the Company and Computershare Trust Company, N.A., dated as of January 2, 2014, amended on August 25, 2017.
“We are pleased that this matter has been resolved and look forward to working productively with the new members of our Board of Directors,” stated Norman Feirstein, Chairman of the Board. Mr. Feirstein added, “We believe the agreed upon resolution is in the best interest of the Company and our stockholders.” Mitch Francis, the Company’s Chief Executive Officer, commented, “We now look forward to resuming our focus on the business of the Company and devoting our full attention to the implementation of our strategic plan and delivering value to stockholders.”
Haren Bhakta, Managing Partner of HSB Capital Partners, L.P., commented, “We are pleased to have reached an amicable resolution with the Company and with the appointment of three of our highly-qualified designees to the Board of Directors.” Mr. Bhakta added, “Michael Fisk, Jeremy Weiner and I are committed to working diligently with the management team and our fellow members of the Board of Directors towards our shared goal of maximizing value for all stockholders.”
Amendment to Bylaws
On October 4, 2019, the Board approved an amendment to the Company’s bylaws to: (i) provide as a qualification for service as a director of the Company, a natural person shall, subject to certain exceptions, purchase, of record or beneficially, at least 25,000 shares of our common stock, either at the time such person is first elected or appointed to the Board, or within one year of such election or appointment, and for each subsequent year each non-management director is re-elected to the Board, such director must acquire, within twelve months thereof, an additional 25,000 shares of Common Stock, until such director acquires 100,000 shares of our common stock; (ii) fix the number of directors which shall constitute the whole Board at seven (7); (iii) provide that any director may call a meeting of the Board and propose agenda items therefor; (iv) provide that the Chairman of the Board must be a non-management director elected by a majority of the whole Board; and (v) provide that until the conclusion of the Standstill Period, the Company’s bylaws and the resolutions adopted by the Board on October 4, 2019 may not be amended by the Board without the affirmative vote of at least 66% of the whole Board. The foregoing description of the amendments to our bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to our bylaws, a copy of which is available at www.tixcorp.com.
About Tix Corporation
Tix Corporation (TIXC) provides discount ticketing services. It currently operates nine discount ticket stores in Las Vegas under its Tix4Tonight marquee and its online ticket sales site, www.tix4tonight.com, which offers up to a 50 percent discount for shows, concerts, attractions, and tours, as well as discount dining and shopping offers.
About HSB Capital Partners, L.P.
HSB Capital Partners, L.P. is a value-focused investment fund with an investment objective to outperform the S&P 500 index by a wide margin over the long term. HSB Capital Partners, L.P. is headquartered in Santa Ana, California.
Safe Harbor Statement
Except for the historical information contained herein, certain matters discussed in this press release are forward-looking statements which involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements about our future revenues and financial position. These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are discussed in the Company's filings with the OTC Markets. The Company assumes no obligation to update these forward-looking statements. A copy of the Company’s reports for the twelve months ended December 31, 2018 can be found on the Company website at www.tixcorp.com or at www.otcmarkets.com.
Chief Financial Officer