Catuity Shareholders Approve Resolutions at Special Shareholder Meeting; Acorn Capital Increases Holdings in Company.Business Editors DETROIT--(BUSINESS WIRE)--March 28, 2003 Catuity, Inc. (Nasdaq:CTTY CTTY Control Teletype CTTY Console Teletype )(ASX ASX See: Australian Stock Exchange :CAT), a leading loyalty software solutions provider of technical and marketing expertise to credit, debit and gift card issuers, merchants and processors, today announced that its shareholders overwhelmingly approved the following resolutions at the special meeting held on March 26, 2003: 1. The sale of 90,000 shares of common stock to Duncan P.F. Mount, a non-executive director of the Company, as part of the private placement previously announced by the company on November 26, 2002. Mount's purchase will be at $3.75 AUD AUD In currencies, this is the abbreviation for the Australian Dollar. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. , the fair market price on the date of the placement (equivalent to $2.11 USD USD In currencies, this is the abbreviation for the U.S. Dollar. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. ), for aggregate proceeds of $337,500 AUD (approximately $199,000 USD). These shares will be sold without registration under U.S. securities laws pursuant to an exemption from such regulation. Mount will not be able to publicly re-sell these shares for at least one year absent a registration or other available exemption from registration. Mount will also receive 30,000 warrants exercisable at $4.20 AUD (equivalent to $2.37 USD on the date of the placement) per share until November 1, 2004 and a three percent placement fee. 2. An amendment to the executive employment agreement of Michael V. Howe and the options thereunder. Howe's contract has been extended to December 2007. In addition, Howe has surrendered 96,000 unvested options held on January 1, 2003 and will be issued 100,000 new options that expire December 31, 2005 at an exercise price of $2.64 USD (equivalent to $4.70 AUD) on January 2, 2003. This price is 20 percent above the closing price of Catuity shares on Nasdaq on January 2, 2003. The options vest immediately. 3. The 2003 Executive Director Stock Purchase Plan adopted by the Board of Directors on January 21, 2003, which provides a means for two executive directors, David MacSmith and Michael V. Howe, to invest, on a routine, predetermined pre·de·ter·mine v. pre·de·ter·mined, pre·de·ter·min·ing, pre·de·ter·mines v.tr. 1. To determine, decide, or establish in advance: monthly basis, a percentage of their after tax compensation in shares of the Company's Common Stock at the closing price of such shares on the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from of each month. Catuity also announced that Australian-based Acorn Capital Ltd. filed notice with the Australian Stock Exchange Australian Stock Exchange (ASX) Australia's major securities market, formed when the six state stock exchanges (Adelaide, Brisbane, Hobart, Melbourne, Perth, and Sydney stock exchanges) were merged in 1987. that it has become a substantial shareholder of the company, with 478,917 or 5.62 percent of the company's outstanding shares. Catuity, Inc. is a leading provider of application software that allows merchants, transaction processors and payment card issuers to establish and administer customer incentive and loyalty programs integrated to the payment system at the point of sale. The patented Catuity system can be utilized via mag stripe, smart card, RFID (Radio Frequency IDentification) A data collection technology that uses electronic tags for storing data. The tag, also known as an "electronic label," "transponder" or "code plate," is made up of an RFID chip attached to an antenna. or contactless tokens and to date Cautity's software applet has been included on millions of chip-based credit cards. Catuity Loyalty Software can be used by a broad range of sellers of goods and services In economics, economic output is divided into physical goods and intangible services. Consumption of goods and services is assumed to produce utility (unless the "good" is a "bad"). It is often used when referring to a Goods and Services Tax. , particularly those who sell both through store locations and over the Internet. In addition to its innovative software products, Catuity also provides marketing expertise and service to its clients so that with Catuity's loyalty solution, merchants can offer their customers valuable benefits, thereby attracting and retaining customers as well as encouraging increased purchases. More information on Catuity is available at its newly-designed Web site: http://www.catuity.com. In conjunction with the provisions of 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. " section 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, this release may contain forward-looking statements pertaining to future anticipated projected plans, performance and developments, as well as other statements relating to future operations. All such forward-looking statements are necessarily only estimates of future results and there can be no assurance that actual results will not materially differ from expectations. Further information on potential factors that could affect Catuity, inc. is found in its Form 10-K, filed with the U.S. Securities & Exchange Commission. |
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