Auxer Industries Announces Plans to Change of Corporate Domicile.WAYNE, N.J.--(BUSINESS WIRE)--July 21, 1997--Auxer Industries, Inc. (Bulletin Board:AUXI) announces that its board of directors has resolved to change its domicile from an Idaho to Delaware corporation. The company has scheduled a stockholders' meeting to approve the change of domicile. Auxer will change its name to Auxer Holdings Inc.("Auxer Delaware"). If the resolution is adopted, present shareholders will exchange their shares of common stock for shares in Auxer Delaware. In addition, shareholders will receive ten warrants for every 100 shares of Auxer Delaware, each warrant entitling them to purchase one share for $.75 for one year following the meeting. Application will be made for a 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. prior to the stockholders' meeting. Other matters to be considered at the meeting will be approval of the new certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. and bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an and approval of the auditor. The new certificate will authorize, in addition to shares of common stock, "blank check Blank check A check that is duly signed, but the amount of the check is left blank to be supplied by the drawee. " 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. permitting the board of directors to issue shares of preferred stock in different classes. The company stated, "The change of domicile to Delaware will permit us to utilize the most popular location for public corporations and best developed and tested corporate statute. In addition, we will now be able to issue preferred stock which is an important tool in financing and in making acquisitions." Auxer Industries, Inc. is a holding company with subsidiaries which develop and distribute oil additives for the automotive and marine industries, manufacture and market automotive aftermarket products and produce and market environmental filters for commercial dry-cleaning establishments. The company has also entered the computer software business through its acquisition of Cable CAD Systems UK, a company involved in 3-D design. Forward-looking statements 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. Investors are cautioned that sucn forward-looking statements involve risks and uncertainties, including, without limitation, the adoption of shareholder resolutions and the completion of acquisitions. CONTACT: Auxer Industries Inc., Wayne, N.J. Ron Shaver, 973/890-1331 |
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