[0] FOCUS Enhancements Completes Acquisition of Videonics.Business/Technology Editors WILMINGTON, Mass.--(BUSINESS WIRE)--Jan. 16, 2001 Focus Enhancements (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :FCSE FCSE Frequency Control Symposium and Exhibition ) announced it has completed the acquisition of Videonics, Inc. (NASDAQ:VDNX). The acquisition will be complete at the close of business on January 16, 2001 in a stock-for-stock transaction. The acquisition will be accounted for as a purchase. On August 31, 2000, FOCUS Enhancements announced a definitive agreement to acquire Videonics. Under the terms of the agreement, each outstanding share of Videonics common stock now represents the right to receive .87 shares of FOCUS Enhancements common stock. In addition, FOCUS will assume all outstanding options to purchase Videonics common stock. Based on the number of Videonics shares as of the close of the acquisition, FOCUS will issue a total of approximately 5.1 million shares of its common stock. Videonics common stock will cease trading on The Nasdaq SmallCap Market at the close of market on January 16, 2001. About Videonics Videonics is a leading designer of affordable, high quality, digital-video equipment for the broadcast, cable, business, industrial, presentation, Internet, and home video production markets. Videonics products include application controllers, edit controllers, mixers, character generators (1) Circuitry that converts data characters into dot patterns for a display screen. (2) A device that creates text characters that are superimposed onto video frames. , and video editing software Video editing software is application software which handles the editing of video sequences on a computer. It usually includes the ability to import and export video, cut and paste sections of a video clip, and add special effects and transitions; and it sometimes includes the solutions. More information on Videonics may be obtained from the company's SEC filings, or by visiting the Videonics home page at http://www.videonics.com. About FOCUS Enhancements FOCUS Enhancements, Inc. (NASDAQ: FCSE) develops and markets advanced, proprietary video conversion ASICs for the converging, multi-billion dollar Internet, computer and television industries. The Company's technology, which is sold globally through Original Equipment Manufacturers (OEMs) and resellers, merges computer-generated graphics and television displays for Internet viewing, presentations, training, education, video teleconferencing See videoconferencing. , and home gaming markets. FOCUS Enhancements, (978) 988-5888, 600 Research Dr., Wilmington, Mass. 01887, www.focusinfo.com Investors: Please contact Steve Sheldon, FOCUS Enhancements: (978) 988-5888, e-mail: ssheldon@focusinfo.com. Forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. in this release are made pursuant to the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. The statements contained in this release, which are not historical facts, are forward-looking statements. Investors are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, continued acceptance of the companies' products, increased levels of competition for the companies; new products and technological changes, the companies' dependence upon third-party suppliers, intellectual property rights and other risks detailed from time to time in the companies' periodic reports filed with the Securities and Exchange Commission. Readers are cautioned not to put undue reliance on any forward-looking statements contained herein, which speak only as of the date hereof. The companies undertake no obligation to release publicly any revisions to forward- looking statements that may be made to reflect events after the date hereof or to reflect the occurrence of unanticipated events. In addition, the forward-looking statements contained herein are subject to risks and uncertainties, including the successful integration of Videonics into FOCUS, fluctuations in operating results, the timely development and acceptance of new products, product availability from suppliers, the impact of competitive products and pricing, changing TV standards See NTSC, DTV and HDTV. and other risks set forth under the caption "Certain Factors That May Affect Future Results" in Focus and Videonics Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 1999, in its quarterly report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended March 31, 2000, June 30, 2000, September 30, 2000 and other filings with the SEC by both FOCUS and Videonics. |
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