There is a lot of confusion about whether or not DNAP is planning a Reverse Split.
Below are 3 documents that should clear up this issue:
1. Nov 9 Email from IR saying there currently is NO intention of executing a RS.
2. July 25 PR stating the intention to perform a RS had been reversed.
3. July 11 merger agreement document stating the original intention to perform a RS
Subj: DNAPrint Genomics
Date: 11/9/2000 12:27:20 PM Central Standard Time
From: chall@tbfcorp.net (Craig Hall)
Reply-to: chall@tbfcorp.net (Craig Hall)
To: sockthestocks@sockthestocks.com
XXXXX,
When we originally acquired DNAPrint Genomics our intentions were to do a reverse split. We have hence changed our stance on the reverse split and stated our position in a press release. Again, a reverse split is not an option at this time. We would only consider a reverse split if it served to meet the requirements to facilitate NASDAQ listing or if it was required in conjunction with secondary funding by a Wall Street investment bank to propel the company to the next level. We have tried to be very clear on this point. Running a company is a dynamic process and requires constant reevaluation of the available options. It is important to remember that we have a vested interest in the company's success and have no reason do do anything that would harm the company nor its stock price.
Regards,
Craig Hall
Investor Relations
Link to the PR stating the intention to not do a Reverse Split:
July 25, 2000 - Catalyst Communications, Inc. (Pink Sheets: "CLYC") announced today that it is changing its name to DNAPrint genomics, Inc., and its symbol to "DNAP". The name and symbol change will become effective on July 26th, 2000. All future communications and securities filings will be made under this new name and symbol.
The Company has begun initial preparations to file its Form 10SB with the goal of becoming a reporting company under the provisions of the Securities Exchange Act of 1934, as amended, so it will be eligible to be quoted on the NASD's OTC Bulletin Board prior to year-end. The Company currently has no intentions of executing a reverse stock-split.
Link to the 8K filed on 11-3-200 containing a document dated 7-11-2000
AGREEMENT AND PLAN OF EXCHANGE (the "Agreement"), dated as of July 11, 2000, between Catalyst Communications, Inc., a Utah Corporation ("CLYC") and DNAPrint genomics, Inc., a Florida Corporation (the "Company") and all of the Shareholders of the Company whose names appear in Exhibit "A" hereto ("Shareholders"). WITNESSED: WHEREAS, the Shareholders represent that they are the legal and beneficial owners of all of the outstanding shares of capital stock of the Company; and WHEREAS, the Shareholders desire to exchange one hundred percent (100%) of the capital stock of the Company for shares of Common Stock of `CLYC' and `CLYC' desires to effect such exchange and purchase, all on the terms and conditions hereinafter set forth in such a manner that the exchange will constitute a tax-free reorganization pursuant to the provisions of Section 368(1)(B) of the Internal Revenue Code of 1986, as amended. NOW THEREFORE, in consideration of the premises and the mutual agreements and undertakings hereinafter set forth, the parties do hereby adopt said plan of reorganization, and, in order to consummate said plan, do hereby agree as follows: 1. DELIVERY OF SHARES OF THE COMPANY. The Shareholders agree to transfer and deliver to `CLYC', and `CLYC' agrees to acquire one hundred percent (100%) of the capital stock of the Company from the Shareholders as set forth in Exhibit "A" attached hereto and by this reference made a part hereof. 2. CONSIDERATION FOR TRANSFER OF SHARES. Upon closing, CLYC agrees to issue two million five hundred sixty thousand (2,560,000) post-reverse shares of its common stock, and fund Company in accordance with Exhibit "C" hereto. Upon the terms and subject to the representations and conditions set forth in such Agreement, `CLYC' agrees to deliver said shares to the Shareholders upon finalization of this Agreement. In addition, three million eight hundred forty thousand (3,840,000) post-reverse shares (The "Escrowed Shares") of CLYC common stock will be held in escrow for five (5) years, and will be released to the Shareholders based upon the terms, conditions and achievements set forth in Exhibit "D" attached hereto. CLYC anticipates a 1 for 30 reverse split of its securities within the next twelve (12) months from the date of this Agreement.
