Big City Bagels Makes Announcement.HICKSVILLE, N.Y.--(BUSINESS WIRE)--Feb. 8, 1999--Big City Bagels, Inc. (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 : BIGC BIGC Beijing Institute of Graphic Communication (China) ) today announced that it had reached an agreement in principle to merge with VillageNet, Inc. (www.villagenet.com) and Intelligent Computer Solutions, Inc. (www. icsnet.com). VillageNet, Inc. ("VillageNet"), founded in June 1995, is a community-oriented Internet service provider Internet service provider (ISP) Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password. specializing in educational and family-based Internet services with a local emphasis on business advertising and shopping, chat rooms and parent/student/teacher interaction. Intelligent Computer Solutions, Inc. ("ICS (1) (Internet Connection Sharing) A Windows feature that enables two or more computers to share one Internet connection. First introduced in Windows 98 Second Edition, sharing is accomplished with network address translation (NAT), which is the common method. "), founded in October 1994, is a systems-integration firm specializing in network design, implementation and maintenance and providing Internet/intranet messaging and security products. On an unaudited basis (and therefore subject to adjustment), VillageNet and ICS had combined revenues in 1998 of approximately $7,020,000 and net income of approximately $570,000, as compared to combined revenues of approximately $6,270,000 and net income of approximately $46,000 in 1997. The shareholders of VillageNet and ICS are expected to be issued shares of the Company's Common Stock that will approximate 90 percent of the outstanding shares following the transaction, calculated on a fully diluted basis assuming (a) the conversion of the Company's outstanding convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". at a conversion price of $0.48 per share and (b) the exercise of the Company's options and warrants that have an exercise price of $1.00 or less. Management of the Company will be assumed by the management of VillageNet and ICS after the transaction. The Company's due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. regarding the transaction is ongoing and transaction documents are currently being prepared. If the definitive agreement is executed, the transaction will be subject to approval by the shareholders of the Company at a special meeting of shareholders to be scheduled in the second quarter of 1999. There can be no assurance that definitive transaction documents will be executed or, if executed, that the transaction will be completed. The Company, a franchiser and owner of Big City Bagels delis/cafes, has been orderly disposing of its unprofitable operations since the middle of 1998 while it explores the acquisition or combination with other businesses. This press release contains forward-looking statements that involve risks and uncertainties that could cause action results to differ materially from those set forth in the forward looking statements. Such risks and uncertainties are described in the Company's filings with the SEC, including its Prospectus dated April 3, 1998. This release is available on the KCSA KCSA Krannert Center Student Association KCSA Kentucky Crushed Stone Association (Frankfort, KY) KCSA Kyiv City State Administration KCSA Kalamazoo Christian School Association KCSA Kentucky-Canadian Studies Association Public Relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most Worldwide website at www.kcsa.com. |
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