AVWI (.0021) ActionView International, Inc. Files Form 8-K Reporting Changes to Prepare for Acquisition Transaction With Jim Palmer Trucking, Inc.
Monday, June 16 2008 10:16 AM, EST
Market Wire "US Press Releases "
VANCOUVER, BC -- (MARKET WIRE) -- 06/16/08 -- ActionView International, Inc. (OTCBB: AVWI) CEO has filed a Current Report on Form 8-K with the Securities and Exchange Commission which includes a number of actions that are intended to prepare the company for its anticipated acquisition transaction with Jim Palmer Trucking, Inc. , a leading transportation company headquartered in Missoula, Montana . ActionView International announced a letter of intent with Jim Palmer Trucking in May 2008 .
Included in the 8-K filing was the resignation of Christopher Stringer as the company's Chairman of the Board of Directors effective the close of business on June 12, 2008 .
In his letter of resignation, which was included in the 8-K filing, Mr. Stringer wrote that his resignation reflected "the natural course of events necessary to consummate the share exchange agreement with Jim Palmer Trucking, Inc. in the coming weeks." He also expressed his opinion that, "the future prospects for the company in its new direction will be beneficial to the company's existing shareholders," and offered his assistance, "in any way to ensure a smooth transition for new management and a successful merger with Jim Palmer Trucking."
At this time, no one has been chosen to fill the vacancy left by the resignation of Mr. Stringer as the Chairman of the Board of Directors, and as a result of Mr. Stringer's resignation, Steven R. Peacock, who also serves as Chief Executive Officer, President and Secretary, is the sole Director of ActionView International .
The 8-K filing also reported several changes to the company's articles of incorporation, all of which are intended to further prepare the company for its anticipated acquisition of Jim Palmer Trucking. On June 6, 2008 , the Board of Directors and a majority of ActionView's stockholders approved a proposal to a change in the name of the company during the nine month period following the date of approval of the majority stockholders and the board of directors, the re-authorization of one billion shares of common stock, the authorization of fifty million shares of "blank check" preferred stock and approval for the Board of Directors to affect a reverse stock split of the company's outstanding common stock in a ratio of up to one-for-two thousand during the nine month period following the date of approval of the proposal, to amend the articles to broaden the nature of authorized business in which the company may engage, to correct an inadvertent reference to the State of Utah in the company's articles, and to amend the company's bylaws to change the definition of a "quorum" of shareholders for purposes of shareholder meetings.
On June 10, 2008 , the company filed an amendment to the articles of incorporation with the state of Nevada to amend the articles to broaden the nature of authorized business in which the company may engage and to correct inadvertent references in the articles. On the same date, the company also amended the bylaws to change the definition of a "quorum" of shareholders for purposes of all shareholder meetings.
Additional details of the actions reported in the 8-K filing can be found in the full 8-K filing at www.sec.gov.
"We are pleased to report all of these changes, which further prepare ActionView International for its intended acquisition transaction with Jim Palmer Trucking," stated Mr. Peacock. "We do not believe that there is a better transaction possible to deliver value for existing ActionView shareholders, and the actions reported in this 8-K filing pave the way for the transaction to move forward.
"I would like to thank Christopher Stringer for his service to the company and wish him all the best in his future endeavors. We will certainly take him up on his offer to assist with the process of closing our anticipated acquisition, if the need arises," added Mr. Peacock.
Jim Palmer Trucking was established in 1966 with one truck and has grown into one of the premier refrigerated carriers in the United States . Jim Palmer Trucking operates in 44 states and maintains a fleet of 350 trucks and 500 trailers.
Jim Palmer Trucking's top five customers by percentage of revenues include Anheuser Busch, the Kroger Co. , Coors Brewing Company , C.H. Robinson Worldwide, and Tyson Foods . In addition to its headquarters in Missoula, Montana , Jim Palmer Trucking has terminals in Salina, Kansas and Denver, Colorado . Jim Palmer Trucking also has drop lots located in Fontana, California ; Tampa, Florida ; Portland, Oregon ; Wenatchee, Washington ; and Chicago, Illinois .
The initial agreement in the form of a letter of intent provides the framework for a subsequent definitive agreement under which ActionView International would acquire all of the issued and outstanding shares of Jim Palmer Trucking, Inc. in exchange for a majority percentage of ActionView International . The details of the proposed share exchange will be included in an anticipated future definitive agreement.
The letter of intent outlines additional due diligence, audit work and other terms that must be fulfilled to proceed to definitive agreement and to subsequently effect a close of the transaction.
The post-merger plan for Jim Palmer Trucking includes a potential acquisition strategy, the addition of new members to the management team, and the development of additional business lines within the trucking industry while maintaining and growing existing accounts in its core business.
About ActionView International, Inc.
ActionView International's operating subsidiary custom-designs, develops, and manufactures vividly illuminated motion billboards. ActionView places its signs into high traffic locations and markets advertising space on the signs. ActionView shares advertising revenue generated from the billboards with advertising agencies, the local business partner and the location owner. The benefit to advertisers is exposure in high traffic locations at reasonable costs due to the scrolling feature and multiple advertisers. For additional information about ActionView, please visit the company's website at www.actionviewinternational.com.
Forward-Looking Statements
This release contains 'forward-looking statements' within the meaning of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be 'forward-looking statements.' Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.
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