Not so Good: News for 'PDCI' - (P.D.C. Innovative Industries, Inc. Announces Signing of Letter of Intent to Merge)
CORAL SPRINGS, Fla., Jul 29, 2003 (BUSINESS WIRE) -- P.D.C. Innovative
Industries, Inc. ("PDC" or the "Company") (OTCBB:PDCI) announced today that it
has entered into a non-binding letter of intent ("Letter of Intent") with Ragin'
Ribs International, Inc. ("RRI"), a private food service franchising company
based in Tampa, Florida to effect a merger or other business combination
(collectively the "Merger") with such company.
The Letter of Intent provides, among other things, for the Company, prior to or
concurrent with the consummation of the Merger, to effect a reverse split of its
common stock of 1:20, to increase the authorized number of shares of common
stock from 125,000,000 to 250,000,000, and to authorize 25,000,000 shares of
preferred stock. The Letter of Intent also provides, among other things, for the
purchase of our President's approximately 45,000,000 shares (2,250,000 shares
post-split) for $110,000 payable in the form of a non-interest bearing
promissory note payable over two years, with such shares to be held in escrow
pending the full payment for such shares, for certain indemnification provisions
applicable to the Company's current management, and the resignation of the
Company's current management at closing, which will be on a mutually agreed upon
date.
Post Merger, it is anticipated that the Company's current shareholders will own
approximately 3,750,000 shares (not including the 2,250,000 shares subject to
the above-described escrow provision) and RRI shareholders will own
approximately 44,000,000 shares of the surviving entity.
In addition to the foregoing, the Letter of Intent provides for a 30 day due
diligence period by RRI and the Company and the execution of definitive
agreements and related documents satisfactory to both parties. No assurances are
given that a transaction will be consummated.
This press release contains forward-looking statements which are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are not guarantees of future performance. Such
statements are subject to risks and uncertainties and other factors as may be
discussed from time to time in the Company's public filings with the U.S.
Securities and Exchange Commission ("Commission"), press releases and verbal
statements that may be made by our officers, directors or employees acting on
our behalf which could cause actual results to differ materially from those
discussed in the forward looking statements and from historical results of
operations. In addition to statements which explicitly describe such risks and
uncertainties, statements with the terms "believes," "belief," "expects,"
"plans," "anticipates" and similar statements should be considered uncertain and
forward-looking.
Factors that might cause such a difference include, without limitation:
uncertainty of the Company's continued operations and of its ability to meet
capital needs in the event the transaction discussed above is not consummated;
going concern considerations, and as further set forth in our public filings
filed with the Commission and our press releases.
SOURCE: P.D.C. Innovative Industries, Inc.
CONTACT: P.D.C. Innovative Industries, Inc., Coral Springs
Michael Hiler, 954/341-0092 (Broward)
