Aqua Vie Beverage Corporation Announces Completion of Corporate Restructuring, and Phase Two Financing Commitment.KETCHUM, Idaho--(BUSINESS WIRE)--Nov. 16, 1998--Thomas Gillespie, President and Founder of Aqua Vie Beverage Corporation (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). :AVBCD), announced today that AVBC AVBC Aqua Vie Beverage Corporation (stock symbol) had completed the corporate restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). program which began in April 1998, and was now completing the 1998 production ramp-up financing, and had also made financing placement arrangements for a 1999 Worldwide Product Launch of Aqua Vie's 4 existing product lines, as well as its new line of Aqua Vie Smoothies. Mr. Gillespie stated that, "Although AVBC had expended ex·pend tr.v. ex·pend·ed, ex·pend·ing, ex·pends 1. To lay out; spend: expending tax revenues on government operations. See Synonyms at spend. 2. over $150,000 to complete the restructuring program, I am satisfied that the corporate profile is now such that, with the completion of the $1,000,000 1998 Production Ramp-up Financing this month, as well as the completion now set for early 1999, of the first of three $5,000,000 private placement financing arrangements, that there is sufficient support for the launch of the Domestic and International Sales and Distribution Program that has been under development throughout 1998." Mr. Gillespie stated that, "The restructuring began with a legal review of AVBC in May of 1998, that was intended to streamline the AVBC capital structure, provide common stock for the planned 1998 and 1999 financing arrangements, and complete the transactions with various persons who had supported AVBC prior up through 1998. This was all accomplished without requiring additional common stock to be authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: ." "Another objective of the restructuring was to provide an additional inducement Inducement Electra incited brother, Orestes, to kill their mother and her lover. [Gk. Myth.: Zimmerman, 92; Gk. Lit.: Electra, Orestes] Hezekiah exhorts Judah to stand fast against Assyrians. [O.T. to persons who would provide special services for AVBCD, during the anticipated growth period of 1999, and beyond. Through the creation of two new classes of incentive Series A, B preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. , convertible after a three year period to common (to reduce market-overhang), only 15% of these shares may be sold or converted by the holders to common during the first 36 months after issuance and none, can be converted in the first 12 months. An additional incentive feature of the Series B Shares is an increased convertibility to common linked to the market price of the common Shares only if those share increase to more than $5.00/share." The next objective of the restructuring was to simplify the accounting for the year-end audit and SEC 1934 Act Form 10 filing and reporting, planned for early 1999 by the establishment of a Delaware holding company. On October 15, 1998, Mr. Gillespie said that, "The company that had been Aqua Vie Beverage Corporation was renamed BEVA BEVA British Equine Veterinary Association BEVA Biological Effects of Volcanic Ash BEVA Boeing Employees Volleyball Association (Seattle, WA) Corporation, and became a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of a holding company, which assumed the AVBC name and its worldwide operations. As a result of this transaction, the shareholders became shareholders of the holding company with exactly the same amount of stock and relative rights and positions, and with the same management as before, as required by Delaware law." "On November 13, 1998, the restructuring program was completed by the combination of common shares outstanding five to one, and the combination of Series A, B preferred shares outstanding five to one, reducing common shares outstanding to approximately 11,000,000 shares, and leaving almost 40,000,000 common shares in the treasury, all without the necessity of any additional common stock being authorized. To effect the combinations, all shareholders will be required to exchange their certificates for new certificates so that the new CUSIP number CUSIP Number An identification number assigned to all stocks and registered bonds. The Committee on Uniform Securities Identification Procedures (CUSIP) oversees the entire CUSIP system. Notes: This system is used in the U.S. and Canada. can be imposed." "In addition to the benefits provided in securing the financing placement arrangements and SEC compliance, the restructuring enabled AVBCD to secure the services, in Ketchum, of the Vice President of Finance, Mr. Cooper, and the Vice President of Administration, Mr. Wozniak, as announced earlier, as well as support staff domestically and internationally, and will also assist Aqua Vie in securing future domestic and foreign location support staff believed necessary to effect a product launch of the magnitude planned." "This restructuring was also material in negotiating a definitive strategic alliance and distribution agreement with Lyons Magnus, which I consider to be one of the most expansive and lucrative elements in the 1999 Domestic and International Product Launch." Mr. Gillespie also said, "Although this announcement was provided for a general review of the completed restructuring, the details of the preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , and other transactions are on file in Delaware, and are available to all shareholders who desire such information." For further information on Aqua Vie Beverage Corporation, visit our web site at: http://www.aquavie.com. This release may contain 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. that involve risks and uncertainties including, without limitation, continued acceptance of the company's products and services, increased levels of competition, new products and technological changes, the company's dependence upon financing, third-party suppliers and intellectual property rights, and other risks as may be detailed from time to time in the company's federal filings, annual report, offering memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. , or prospectus. |
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