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Friday, February 10, 2006 11:27:46 AM
SSTY news Announces Deal to Acquire NASDAQ Bulletin Board Company
PR Newswire - February 10, 2006 11:25
Feb 10, 2006 /PRNewswire-FirstCall via COMTEX/ -- Sure Trace Security Corporation (OTC: SSTY) today announced that it has signed an agreement to acquire the controlling interest in a company presently trading on the NASDAQ OTC Bulletin Board.
The agreement calls for the acquired company to be renamed True Product ID-US ("TPiD-US"). TPiD-US shall be granted, at closing, a Master License from SSTY to conduct all marketing and administrative rights, duties, responsibilities and obligations presently held by SSTY and its subsidiaries (except for those granted/reserved to SSTY or other parties prior to closing), including the rights, duties, responsibilities and obligations for the company's activities in China and the rest of the world.
SSTY will receive all but between 5 to 10% the shares of TPiD-US in exchange for cash consideration. TPiD-US, as a consequence of the transaction, will become a subsidiary of SSTY. SSTY's board intends to then approve the spin-off of TPiD-US through the dividend of 100% of the SSTY shares of TPiD-US to all shareholders of SSTY. The dividend will be payable on a record date to be determined by the SSTY board. Fractional shares of TPiD- US common stock will not be issued and any SSTY shareholder entitled to receive a fractional share will instead receive a cash payment. The shares issued to SSTY shareholders shall be restricted. SSTY shareholders will retain their present shares in SSTY.
The dividend has been structured to qualify as a tax-free stock dividend to SSTY stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares, however, will be taxable.
Shortly after the dividend record date, SSTY will mail an information statement to its stockholders of record as of the close of business on the record date. The information statement will include information regarding the dividend and the business and management of TPiD-US following the distribution. In addition, SSTY and TPiD-US intend to file important information related to the spin-off, including this release, with the Securities and Exchange Commission on Form 8-K.
Closing is anticipated to be March 16, 2006 but may be moved in advance or back upon mutual agreement of the parties.
The terms of the Master License to be granted to TPiD-US will call for TPiD-US to pay a monthly minimum payment to SSTY in addition to a five percent (5%) royalty of the gross revenues received by TPiD-US under the worldwide license.
"We hope to follow this template (that is, a monthly minimum will be paid to SSTY and shares in the public company will be delivered to SSTY's then- present shareholder base) with at least one other subsidiary of SSTY, Globe Staff," said James Mackay, SSTY Chairman, although he cautioned that no specific plans exist for Globe Staff at this time.
Michael Cimino, SSTY President, said: "This arrangement will allow SSTY shareholders to hold, in addition to their shares in SSTY, shares in the acquired company, for which there will be publicly disclosed bids and asks, as well as the other features of the OTCBB. The arrangement will also provide a potential source of regular income to SSTY. We foresee no further need to raise additional funds for SSTY, which would eliminate further dilution of SSTY stock. In addition, it transfers the funding burden from SSTY to TPiD-US and Globe Staff respectively, along with the responsibility for their operations." He continued: "This new company will have new management, with specific experience in building global companies and their worldwide operation systems. Our plans are to have that management in place prior to the closing date on the acquisition."
About Sure Trace Security Corporation
Sure Trace produces integrators for anti-counterfeiting and security surveillance applications and is a provider of integrated tracking devices. The Company intends to deliver turnkey solutions for governments, armed forces, and industry, through its own proprietary technology and through aggregating the technology, products, and services of third parties via licensing agreements and or joint ventures. For more information go to: http://www.suretrace.com.
SAFE HARBOR STATEMENT: This news release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that our products may not achieve customer acceptance or perform as intended, that we may be unable to obtain necessary financing to continue operations and development, and other risks. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof and Sure Trace undertakes no obligation to update such statements. In August 2005, the common stock of Sure Trace was suspended from trading by the Securities and Exchange Commission, but the suspension ended in accordance with the securities laws after ten days. Management of Sure Trace is currently working with the broker-dealer community and regulators to permit quotations to be entered as soon as possible. More information will be provided to the public when circumstances warrant.
SOURCE Sure Trace Security Corporation
Michael Cimino, President, Sure Trace Security Corporation, +1-215-972-6999, or
michaelc@suretrace.com
http://www.prnewswire.com
Copyright (C) 2006 PR Newswire. All rights reserved.
--------------------------------------------------------------------------------
Copyright © 2006 MarketWatch, Inc. All rights reserved. Please see our Terms of Use. MarketWatch, the MarketWatch logo, and BigCharts are registered trademarks of MarketWatch, Inc.
News provided by Dow Jones NewswiresSM, PR News Wire™ and Business Wire™. Dow Jones Newswires is a service mark of Dow Jones & Company. PR News Wire is a Trademark of PR Newswire Association, Inc. Business Wire is a registered trademark and service mark of Business Wire.
Ameritrade is not responsible for the quality and suitability of third party financial or investment information or services. Please consult other sources of information and consider your individual financial position and goals before making an investment decision.
Ameritrade, Division of Ameritrade, Inc., member NASD/SIPC. Ameritrade and Ameritrade logos are trademarks or registered trademarks of Ameritrade IP Company, Inc. 2002 Ameritrade IP Company, Inc. All rights reserved. Used with permission.
PR Newswire - February 10, 2006 11:25
Feb 10, 2006 /PRNewswire-FirstCall via COMTEX/ -- Sure Trace Security Corporation (OTC: SSTY) today announced that it has signed an agreement to acquire the controlling interest in a company presently trading on the NASDAQ OTC Bulletin Board.
The agreement calls for the acquired company to be renamed True Product ID-US ("TPiD-US"). TPiD-US shall be granted, at closing, a Master License from SSTY to conduct all marketing and administrative rights, duties, responsibilities and obligations presently held by SSTY and its subsidiaries (except for those granted/reserved to SSTY or other parties prior to closing), including the rights, duties, responsibilities and obligations for the company's activities in China and the rest of the world.
SSTY will receive all but between 5 to 10% the shares of TPiD-US in exchange for cash consideration. TPiD-US, as a consequence of the transaction, will become a subsidiary of SSTY. SSTY's board intends to then approve the spin-off of TPiD-US through the dividend of 100% of the SSTY shares of TPiD-US to all shareholders of SSTY. The dividend will be payable on a record date to be determined by the SSTY board. Fractional shares of TPiD- US common stock will not be issued and any SSTY shareholder entitled to receive a fractional share will instead receive a cash payment. The shares issued to SSTY shareholders shall be restricted. SSTY shareholders will retain their present shares in SSTY.
The dividend has been structured to qualify as a tax-free stock dividend to SSTY stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares, however, will be taxable.
Shortly after the dividend record date, SSTY will mail an information statement to its stockholders of record as of the close of business on the record date. The information statement will include information regarding the dividend and the business and management of TPiD-US following the distribution. In addition, SSTY and TPiD-US intend to file important information related to the spin-off, including this release, with the Securities and Exchange Commission on Form 8-K.
Closing is anticipated to be March 16, 2006 but may be moved in advance or back upon mutual agreement of the parties.
The terms of the Master License to be granted to TPiD-US will call for TPiD-US to pay a monthly minimum payment to SSTY in addition to a five percent (5%) royalty of the gross revenues received by TPiD-US under the worldwide license.
"We hope to follow this template (that is, a monthly minimum will be paid to SSTY and shares in the public company will be delivered to SSTY's then- present shareholder base) with at least one other subsidiary of SSTY, Globe Staff," said James Mackay, SSTY Chairman, although he cautioned that no specific plans exist for Globe Staff at this time.
Michael Cimino, SSTY President, said: "This arrangement will allow SSTY shareholders to hold, in addition to their shares in SSTY, shares in the acquired company, for which there will be publicly disclosed bids and asks, as well as the other features of the OTCBB. The arrangement will also provide a potential source of regular income to SSTY. We foresee no further need to raise additional funds for SSTY, which would eliminate further dilution of SSTY stock. In addition, it transfers the funding burden from SSTY to TPiD-US and Globe Staff respectively, along with the responsibility for their operations." He continued: "This new company will have new management, with specific experience in building global companies and their worldwide operation systems. Our plans are to have that management in place prior to the closing date on the acquisition."
About Sure Trace Security Corporation
Sure Trace produces integrators for anti-counterfeiting and security surveillance applications and is a provider of integrated tracking devices. The Company intends to deliver turnkey solutions for governments, armed forces, and industry, through its own proprietary technology and through aggregating the technology, products, and services of third parties via licensing agreements and or joint ventures. For more information go to: http://www.suretrace.com.
SAFE HARBOR STATEMENT: This news release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that our products may not achieve customer acceptance or perform as intended, that we may be unable to obtain necessary financing to continue operations and development, and other risks. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof and Sure Trace undertakes no obligation to update such statements. In August 2005, the common stock of Sure Trace was suspended from trading by the Securities and Exchange Commission, but the suspension ended in accordance with the securities laws after ten days. Management of Sure Trace is currently working with the broker-dealer community and regulators to permit quotations to be entered as soon as possible. More information will be provided to the public when circumstances warrant.
SOURCE Sure Trace Security Corporation
Michael Cimino, President, Sure Trace Security Corporation, +1-215-972-6999, or
michaelc@suretrace.com
http://www.prnewswire.com
Copyright (C) 2006 PR Newswire. All rights reserved.
--------------------------------------------------------------------------------
Copyright © 2006 MarketWatch, Inc. All rights reserved. Please see our Terms of Use. MarketWatch, the MarketWatch logo, and BigCharts are registered trademarks of MarketWatch, Inc.
News provided by Dow Jones NewswiresSM, PR News Wire™ and Business Wire™. Dow Jones Newswires is a service mark of Dow Jones & Company. PR News Wire is a Trademark of PR Newswire Association, Inc. Business Wire is a registered trademark and service mark of Business Wire.
Ameritrade is not responsible for the quality and suitability of third party financial or investment information or services. Please consult other sources of information and consider your individual financial position and goals before making an investment decision.
Ameritrade, Division of Ameritrade, Inc., member NASD/SIPC. Ameritrade and Ameritrade logos are trademarks or registered trademarks of Ameritrade IP Company, Inc. 2002 Ameritrade IP Company, Inc. All rights reserved. Used with permission.
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