Biofarm Updates Spin-Off Information.Business Editors LINFIELD, Pa.--(BUSINESS WIRE)--Nov. 29, 2000 Biofarm, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BIOF) released today the schedule of its proposed spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. transactions. Such schedule remains unaffected by the recent announcement of the proposed acquisition by Biofarm of Deutsche PhoneSat. Contracts Signed Biofarm has signed contracts with Continental Sports Management and with Art & Beyond, which contracts provide for the acquisition of each by Biofarm and the distribution of shares to the shareholders of BIOF. In each instance, the necessary financial (and other pertinent PERTINENT, evidence. Those facts which tend to prove the allegations of the party offering them, are called pertinent; those which have no such tendency are called impertinent, 8 Toull. n. 22. By pertinent is also meant that which belongs. Willes, 319. information) to be included in a Registration Statement to be filed with the SEC is being prepared. Continental Sports Management is a company that manages professional soccer athletes and Art & Beyond is an internet art Internet art (often called net.art) is art or cultural production which uses the Internet as its primary medium (but not necessarily its subject, though this is often the case). Artists using this medium are sometimes called net.artists. purveyor (World-Wide Web) Purveyor - A World-Wide Web server for Windows NT and Windows 95 (when available). http://process.com/. E-mail: <info@process.com>. . Letters of Intent Signed Biofarm has signed letters of intent with American Cookie cookie File or part of a file put on a Web user's hard disk by a Web site. Cookies are used to store registration data, to make it possible to customize information for visitors to a Web site, to target Web advertising, and to keep track of the products a user wishes to (manufacturer and distributor of bakery products), and Telmed (manufacturer of medical devices). The execution of definitive contracts was, in each instance, deferred pending the resolution of a specific outstanding matter. In the case of American Cookie, current, fully consolidated financials were required. The same having been delivered on November 28, 2000, counsel has now been instructed to prepare the final contract. In the case of Telmed, pending FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. approval of two Telmed products is required before Biofarm will sign the formal contract. Status of United Source A Registration Statement on Form SB-2 was filed with the SEC seeking permission to distribute shares of United Source to the BIOF shareholders. On October 13, 2000, the Commission advised BIOF that, in order not to be deemed a 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. company pursuant to Rule 419, it was necessary that the acquisition of United Source be completed prior to the effective date of the Registration Statement. (The contract signed with United Source provided that the actual closing would occur simultaneously with the effective date of the Registration Statement.) Upon the effectiveness of the Registration Statement, BIOF intended both to distribute shares to its shareholders and to undertake an offering designed to raise $1.2 million as working capital for United Source. Since the receipt of the SEC comment on Rule 419, BIOF has sought to obtain the approval of United Source to a revision of the contract that would provide for an immediate closing of the acquisition and a refilling with the SEC to reflect such event. Additionally, BIOF has sought to obtain from United Source updated financials, the concern being that the recent financial troubles of many E-commerce concerns may have adversely affected United Source. To date, United Source has neither agreed to an immediate closing nor has it delivered the updated financials. United Source's position has been that it wants immediate funding of a portion of the $1.2 million in financing; BIOF's position is that it will only finance registered securities. Acquisitions Being Negotiated Biofarm is in active discussions with several other private companies that may or may not result in contracts of acquisition and ultimate spin-off to the BIOF shareholders. The companies involved straddle In the stock and commodity markets, a strategy in options contracts consisting of an equal number of put options and call options on the same underlying share, index, or commodity future. a wide range of businesses, and include internet technology, software security, Israeli high tech and other businesses. BIOF's strategy is to purchase private companies and then spin-off varying percentages of each to the BIOF shareholders, thereby creating a public market for each of the spin-off concerns. The advantage to the private company is that a public market is created for its security and financing is obtained without the need to retain and pay an underwriter underwriter n. a company or person which/who underwrites an insurance policy, issue of corporate securities, business, or project. (See: underwrite) UNDERWRITER, insurances. One who signs a policy of insurance, by which he becomes an insurer. for such service. The advantage to BIOF is that its shareholders receive a distribution of shares in each spin-off without being required to surrender any BIOF shares. The contracts signed with Continental Sports Management and Art & Beyond provide for the closing of each transaction prior to the effective date of the Registration Statement of each to be filed with SEC, thereby satisfying the provisions of SEC Rule 419. This press release contains 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. , which are made pursuant to the safe-harbor 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. Expressions of future goals and similar expressions including without limitation such words as: "expects", "believes", "seeks" and "anticipates", reflecting something other than historical facts, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, and other factors. The actual results may differ materially from any forward-looking statements due to such risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or that may arise after the date of this release. |
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion