HCOM - (notice of R/Split + Added sh. to 300 Ml) HomeCom Communications Announces Acquisition of Major Licenses
ATLANTA--(BUSINESS WIRE)--March 27, 2003--HomeCom Communications, Inc (OTCBB:HCOM) announced today that the Company has agreed to license an environmental technology portfolio consisting of technologies know as EKOR, HINPU and ElectroMagnetic Radiography (EMR) from Eurotech, Ltd. (EUOT.PK).
Pursuant to a License and Exchange Agreement executed by HomeCom and Eurotech, at the closing of the transactions contemplated by such agreement, Eurotech will receive 11,250 newly authorized and issued shares of HomeCom Series F Convertible Preferred Stock, 1,069 newly authorized and issued shares of HomeCom Series G Convertible Preferred Stock and a 7% royalty payment on net sales of products developed using technology licensed to HomeCom.
The proposed transactions are subject to the satisfaction of certain conditions set forth in the License and Exchange Agreement.
The shares of Series F Convertible Preferred Stock have conversion rights, which will enable Eurotech to convert into shares of common stock, assuming the future authorization of such shares of common stock by HomeCom's stockholders. Upon such authorization and subsequent conversion, Eurotech will hold approximately 75% of the outstanding common stock of HomeCom.
In addition, certain other parties are receiving shares of Series F Convertible Preferred Stock, which is convertible into common stock equal to approximately 15% of the outstanding common stock of HomeCom.
Concurrently with the entry into of the License and Exchange Agreement, Eurotech's preferred stockholder has agreed to cancel its rights to receive approximately 10,000,000 shares of Eurotech common stock in exchange for the Series G Convertible Preferred Stock of HomeCom being received by Eurotech.
The Series G Convertible Preferred Stock of HomeCom is convertible into shares of HomeCom common stock at a percentage of the market value. The license of the technology is subject to cancellation if certain conditions forth in the License and Exchange agreement to be entered into between the parties are not satisfied.
EMR is intended for imaging of subterranean nuclear and hazardous wastes in ground and marine settings, and for oil exploration. Interested licensee resin/binder formulators for HNIPU are being evaluated with a goal of finalizing a new technology transfer partner, anticipated no later than third quarter 2003, as previously announced.
EKOR is in production and being marketed to nuclear waste managers in the US and abroad.
In anticipation of the transaction, Lawrence Shatsoff and Daniel Danovitch have resigned from the HomeCom board, and at the closing of the transaction, Don Hahnfeldt, the Chairman of the Board of Eurotech, and Dr. Randolph Graves, a director and the Chief Financial Officer and Vice President of Eurotech were elected to the HomeCom board.
HomeCom announced that its board of Directors is proposing an increase in authorized shares to 300 million shares of Common Stock and a reverse stock split. These matters will be voted upon at a forthcoming shareholders meeting together with the previously announced Asset Purchase Agreement with Tulix Systems, Inc for the sale of HomeCom's existing web-hosting and maintenance business.
Details of these transactions are or will be available in Eurotech's and HomeCom's filings with the Securities and Exchange Commission.
About HomeCom Communications, Inc.
Prior to entering into the transaction with Eurotech, HomeCom was winding down its operations and, to the extent possible, planning to sell its remaining assets. HomeCom currently has one remaining business, its hosting and website maintenance business. The Company has negotiated an agreement to sell substantially all of the assets of its hosting and Website maintenance business to Tulix Systems, Inc.
If completed, the sale of this business will leave the Company with licensed Eurotech business as it operating business.
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