form42506898004_05012008.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 May 1,
2008, Western Sizzlin Corporation issued the following press
release:
FOR
IMMEDIATE RELEASE
WESTERN
SIZZLIN CORPORATION EXTENDS EXCHANGE OFFER
FOR
ITEX CORPORATION TO MAY 13, 2008
Roanoke,
VA – May 1, 2008 – Western Sizzlin Corporation (NASDAQ: WEST) announced today
that it has extended the expiration date of its exchange offer for up to
2,700,000 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 Wednesday,
April 30, 2008, has been extended until 5:00 p.m., New York City time, on
Tuesday, May 13, 2008, unless extended. As of the close of business on April 30,
2008, approximately 900,233 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 owning subsidiaries engaged in a number
of diverse business activities. Western’s primary business activities
are conducted through Western Sizzlin Franchise Corporation and Western Sizzlin
Stores, Inc., which franchise and operate 122 restaurants in 20 states.
Financial decisions are centralized at the holding company level, and management
of operating businesses is decentralized at the business unit level. Western’s
primary objective centers on achieving 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 up to 2,700,000 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 the 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, and amended on
February 1, 2008 and March 13, 2008.
Contact:
Robyn B.
Mabe, Chief Financial Officer
Western
Sizzlin Corporation
(540)
345-3195