Printer Friendly
The Free Library
19,588,385 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

CCS International, Ltd. to Merge With HipStyle.Com; Expanding Presence of CounterSpy Shops and Security Equipment Business.


Business Editors

NEW ROCHELLE New Rochelle (rōshĕl`), city (1990 pop. 67,625), Westchester co., SE N.Y., on Long Island Sound; settled by Huguenots 1688, inc. as a village 1858, as a city 1899. , N.Y.--(BUSINESS WIRE)--March 5, 2002

HipStyle.Com, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:HPSY) has agreed to merge with CCS (1) (Common Channel Signaling) A communications system in which one channel is used for signaling and different channels are used for voice/data transmission. Signaling System 7 (SS7) is a CCS system, also known as CCS7. See SS7.  International, Ltd. CCS designs, manufactures and/or distributes specialized equipment and solutions for security, privacy, home and personal protection as well as cellular intercept/monitoring and GPS tracking See vehicle tracking.  systems for governments and industry, through its network of worldwide distributors, its CounterSpy Shop retail stores and its four international offices.

As of February 28, 2002, HipStyle.Com, Inc. (the "Hipstyle"), CCS International, Ltd. ("CCS"), and CCS Merger Corp. ("MergerSub"), entered into an Agreement and Plan of Merger, pursuant to which MergerSub will merge with and into CCS. As a result of the Merger, (i) CCS will become 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 Hipstyle, (ii) Hipstyle will issue to the stockholders of CCS an aggregate of approximately 11,900,000 shares of Hipstyle's common stock, and 5,000,000 shares of Hipstyle's 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.
, (iii) new directors nominated by CCS will become all of the directors of Hipstyle, and (iv) the officers of CCS will become the officers of Hipstyle. Following the closing of the transactions contemplated by the Merger Agreement, the present stockholders of CCS will own not less than 70% of the outstanding shares of Hipstyle's common stock, excluding shares of common stock issuable upon the conversion of the 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.
 which become convertible upon the satisfaction by Hipstyle of certain performance targets. The new board of directors will consist of Ben Yishai Jamil, Menachem Cohen cohen
 or kohen

(Hebrew: “priest”) Jewish priest descended from Zadok (a descendant of Aaron), priest at the First Temple of Jerusalem. The biblical priesthood was hereditary and male.
, Thomas Felice and Sylvain Naar. The closing of the Merger is subject to the satisfaction of certain customary conditions and the private placement by Hipstyle raising gross proceeds of not less than $1,000,000. It is presently anticipated that the Hipstyle will change its name to Security Intelligence Technologies, Inc. and that the transaction with CCS will close during the next month.

Mr. Jamil, President, Chief Executive Officer and founder of CCS, said: "We are very excited about the prospect of expanding our business. We believe the additional capital and name recognition stemming from our entry into the public markets will assist our marketing efforts immeasurably. For now, in light of the global environment and the increasing demand for security related systems and counter-terrorism products, we will continue to focus on our core business and work towards closing our merger with HipStyle. After closing the merger, we intend to redouble re·dou·ble  
v. re·dou·bled, re·dou·bling, re·dou·bles

v.tr.
1. To double.

2. To repeat.

3. Games To double the doubling bid of (an opponent) in bridge.

v.
 our marketing efforts and to leverage both our worldwide contacts and the brand recognition from our CounterSpy Shop retail stores."

About CCS International:

CCS International is a developer, manufacturer and marketer of leading edge solutions for the surveillance, counter-surveillance, countermeasure and personal and home security. After identifying the need for security related products, CCS designs, manufactures and markets advanced proprietary systems worldwide through its wholesale division for governments and corporations and CounterSpy Shop retail stores.

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.
 Statement:

Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements" 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. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Date:Mar 5, 2002
Words:617
Previous Article:ProCyte Receives European Patent for Hair Growth Expanding Copper Peptide Patent Portfolio.
Next Article:Jo-Ann Stores Realizes Cost and Time Savings With EXE's Technologies' EXceed Fulfill Suite.
Topics:



Related Articles
Alan Simon merges company with Jean Marc Levet & Partners.
L3 GETS CARDIOVASCULAR COMPUTER SYSTEMS MAJORITY INTEREST.
Simulation and Training Industry: Acquisitions, Mergers and Name Changes.
SPY WORKS; YOU'RE EXPOSED WHEN GOVERNMENT, OR NEIGHBOR, DECIDES TO MAKE LIKE JAMES BOND.
Hipstyle.com Announces Name and Symbol Change.
CCS International, Ltd. and their CounterSpy Shops retail stores completes merger with Security Intelligence Technologies.
CounterSpy Enterprise.
Immediate protection for harmful keylogger.

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles