Bench Group, Inc. Signs Agreement and Plan of Share Exchange with Qualmax, Inc.PORT CHESTER Port Chester, village (1990 pop. 24,728), Westchester co., SE N.Y., a suburb of New York City, on Long Island Sound at the mouth of the Byram River, and on the Conn. border; settled after 1660, inc. 1868. Primarily residential, it produces some household goods. Gen. , N.Y. -- Bench Group, Inc. (Pink Sheets: BNGP), today announced that it has entered into an Agreement and Plan of Share Exchange, dated as of June 24, 2005, with Qualmax, Inc., a privately owned Oregon corporation principally engaged in the emerging voice over internet telecommunication industry ("Qualmax"). Pursuant to the agreement, subject to certain conditions, Bench Group will acquire all of the outstanding common stock of Qualmax in exchange for 14 million newly issued shares of Bench Group's Common Stock and, upon the closing of such exchange, the holders of outstanding options to purchase Qualmax common stock will hold options to purchase up to an aggregate of 3,800,000 newly issued shares of Bench Group Common Stock. Bench Group currently has 1,200,000 shares of outstanding common stock. This business combination, if consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. , will constitute a change in control of Bench Group. Commenting on the proposed transaction, Irwin Pearl, the Pearl, The, one of four Middle English alliterative poems, all contained in a manuscript of c.1400, composed in the West Midland dialect, almost certainly by the same anonymous author, who flourished c.1370–1390. President of Bench Group, said, "We are looking forward to the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of this business combination, which we believe will result in an immediate increase in our earnings per share." Bench Group currently has no business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets . Closing of the transaction is subject to certain condition precedents condition precedent n. 1) in a contract, an event which must take place before a party to a contract must perform or do their part. 2) in a deed to real property, an event which has to occur before the title (or other right) to the property will actually be in the as well as customary pre-closing conditions. There is no assurance that this transaction will be completed. Forward Looking Statements This news release contains certain "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. " within the meaning 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, as amended. Such statements may include statements regarding the prospective acquisition, expected financial results and other statements that are not historical facts, including statements which may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. For such statements, Bench Group claims the protection of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of Bench Group. Actual results may differ materially from the expectations contained in the forward-looking statements. Factors that may cause such differences include the risks that: (i) the conditions to closing under the Agreement and Plan of Share Exchange will not be satisfied; (ii) Qualmax's customers will reduce their consumption of Qualmax's products and services; and (iii) Qualmax's business will be otherwise materially adversely affected. Bench Group does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise. |
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