form42506898004_02012008.htm
Filed
by
Western Sizzlin Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: ITEX Corporation
Registration
No. 333-148349
On
February 1, 2008, Western Sizzlin Corporation issued the following press
release:
FOR
IMMEDIATE RELEASE
WESTERN
SIZZLIN CORPORATION EXTENDS EXCHANGE OFFER FOR ITEX CORPORATION TO FEBRUARY
28,
2008
Roanoke,
VA – February 1, 2008 – Western Sizzlin Corporation (OTC Bulletin Board: WSZL) announced today
that it
has extended the expiration date of its exchange offer for all of the
outstanding shares of ITEX Corporation (OTC Bulletin Board: ITEX). The offer, which
was
scheduled to expire at 5:00 p.m., New York City time, on Thursday, January
31,
2008, has been extended until 5:00 p.m., New York City time, on Thursday,
February 28, 2008, unless extended. As of the close of business on January
31,
2008, approximately 704,279 shares of ITEX common stock had been tendered
thus far into the exchange offer.
************
This
press release is for informational purposes only and is neither an offer to
sell
nor a solicitation of an offer to buy any securities. Any exchange
offer will be made only through a registration statement and related
materials. In connection with the exchange offer, Western has filed a
registration statement on Form S-4 (containing a prospectus) with the Securities
and Exchange Commission. Investors and stockholders of ITEX are
advised to read these disclosure materials (including other disclosure materials
when they become available) carefully because they contain (and will contain)
important information. Investors and stockholders may obtain a free
copy of the disclosure materials and other documents filed by Western with
the
Securities and Exchange Commission at the SEC’s website at
www.sec.gov. A free copy of the disclosure materials and other
documents of Western may also be obtained from Western upon request by directing
such request to the Information Agent, Morrow & Co., LLC, 470 West Avenue,
Stamford, CT 06902, E-mail: offer.info@morrowco.com. Banks
and brokerage firms please call: (203) 658-9400. Stockholders call
toll free: (800) 607-0088.
About
Western Sizzlin Corporation
Western
Sizzlin Corporation is a holding company which owns a number of subsidiaries.
Its most important business activity is conducted through Western Sizzlin
Franchise Corporation, which franchises and operates 123 restaurants in 19
states. Financial decisions are centralized at the holding company level, and
management of operating businesses is decentralized at the business unit level.
Western’s prime objective is to maximize its intrinsic business value per share
over the long term. In fulfilling this objective, Western will engage
in a number of diverse business activities to achieve above-average returns
on
capital in pursuit of maximizing the eventual net worth of its
stockholders.
Forward-Looking
Statements
This
release contains forward-looking statements relating to Western Sizzlin
Corporation’s exchange offer for all of the outstanding shares of ITEX
Corporation common stock and Western’s expectations with regard to the proposed
transaction. These forward-looking statements are based on Western’s
current intent, expectations, estimates and projections and are not guarantees
of future performance. These statements involve risks, uncertainties,
assumptions and other factors that are difficult to predict and that could
cause
actual results to vary materially from those expressed in or indicated by
them. In addition, some factors are beyond Western’s
control. Factors that could cause actual results to differ materially
from the statements made in this release include, among others: (i) the
willingness of ITEX stockholders to tender their shares in the exchange offer
and the number and timing of shares tendered; (ii) the satisfaction, or waiver
by Western to the extent legally permissible, of all conditions to the exchange
offer; (iii) Western’s and ITEX’s ability to receive any and all necessary
approvals, including any necessary governmental or regulatory approvals; and
(iv) other factors as described in filings with the Securities and Exchange
Commission, including the factors discussed under the heading “Risk Factors” in
Western’s prospectus included in its registration statement on Form S-4 as filed
with the Securities and Exchange Commission on December 27, 2007.
Contact:
Robyn
B.
Mabe, Chief Financial Officer
Western
Sizzlin Corporation
(540)
345-3195