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Citadel Technology Anounces How2HQ.com's Four-for-One Stock Split and Closing of BPG Asset Acquisition.


DALLAS--(BUSINESS WIRE)--August 13, 1999--

Citadel retains 17 million shares of Internet subsidiary on a post-split basis

Citadel Technology, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
: CITN) today announced that How2HQ.com, its Internet subsidiary, has completed a four-for-one stock split effective in July 1999.

How2HQ.com's board of directors has approved a four-for-one stock split after initial valuation discussions with investment banking firms. The stock split will be effected as a 300 percent stock dividend. Shareholders of record on July 7, 1999 will be issued a certificate representing three additional shares of common stock for each share of common stock held on the record date.

Upon completion of the split, How2HQ.com will have approximately 40 million common shares outstanding, of which Citadel will retain 17 million shares, after giving effect to the previously announced 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.  dividend with a record date of March 18, 1999 discussed below.

How2HQ.com also announced that its acquisition of the multimedia production and content conversion assets from Broadcast Production Group Inc. (BPG BPG Blocks Per Game (basketball statistic)
BPG Bisphosphoglycerate
BPG Bi-National Planning Group (NORADHQ)
BPG Belgian Polymer Group
BPG Binational Planning Group
 Worldwide) was closed on August 9, 1999. Under the terms of the acquisition agreement, How2HQ.com paid BPG $500,000 in cash as well as 200,000 post-split common shares of How2HQ.com with a guaranteed value of $10.00 per share (on a post-split basis) based on the trading prices Trading price

The price at which a security is currently selling.
 of the common stock following an initial public offering. In addition, How2HQ.com retained certain key employees of BPG.

With the BPG acquisition, How2HQ.com has five locations including Silicon Valley, Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , Seattle and two locations in the Dallas/Fort Worth area, including its 67,000 square foot fulfillment facility.

In its Form 10-KSB for the fiscal year ended February 28, 1999, Citadel announced that How2HQ.com had closed a $15.8 million private placement of its common shares through the first quarter of fiscal 2000 (ended May 31, 1999). The shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  absent registration or an exemption from applicable registration requirements.

The Company and its management, legal counsel and outside auditors continue to work to prepare and file with the Securities and Exchange Commission the documents required by the SEC to complete the previously announced spin off dividend to Citadel shareholders. The Company currently intends to distribute the dividend shares in connection with How2HQ.com's initial public offering. As previously announced, How2HQ.com recently completed three acquisitions (2-Lane Media Inc., the Forward Companies, and BPG) as to which information is required to be included in the SEC filings. While this has delayed the process, management believes that the acquisitions will greatly strengthen How2HQ.com.

Citadel Technology, Inc. is a developer and marketer of computer software products including security and management utilities for networks and personal computers. The Company's products are designed to secure and manage personal computers (PCs) and local area networks (LANs) and enable network administrators to more efficiently manage the networks. Company products are designed to reduce client costs, improve the accuracy of clients' information, maintain the operation of the network, secure the network from fraud or unauthorized use, and generally enable the administrator to devote more time to improving service to the network rather than focusing on operational details.

For more information on Citadel Technology and its products, please visit the Company's homepage at http://www.citadel.com. For information on purchasing products, contact the Company directly by writing or calling: Citadel Technology, 3811 Turtle Creek Turtle Creek may refer to: Streams
  • Turtle Creek (Dallas County, Texas), a tributary of the Trinity River
  • Turtle Creek (Kerr County, Texas), a tributary of the Guadalupe River
  • Turtle Creek (Matagorda County, Texas)
 Blvd., Suite 600, Dallas, Texas “Dallas” redirects here. For other uses, see Dallas (disambiguation).
The City of Dallas (pronounced [ˈdæl.əs] or [ˈdæl.
 75219; phone 214.520.9292; fax 214.520.0034. For media or investor relations Investor relations

The process by which the corporation communicates with its investors.
 contact: The Investor Relations Group at 212.664.8489.

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.
: This news release contains forward-looking statements, which involve risks and uncertainties. Accordingly, no assurance can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statement. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company. These factors include the Company's and its subsidiary's success in integrating the business and operations of acquired companies; timing and delays related to distribution of an information statement based on compliance with SEC requirements; no assurances of an initial public offering based on market conditions and suitable underwriters; uncertainty relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 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
 listing; implementation of Internet strategies; the activities of new or existing competitors; the ability to attract and retain employees and strategic partners; adoption of the Internet as a medium of commerce, communications and education; application of state unclaimed property or escheat The power of a state to acquire title to property for which there is no owner.

The most common reason that an escheat takes place is that an individual dies intestate, meaning without a valid will indicating who is to inherit his or her property, and without relatives who
 laws; transition of selling and distribution methods, the availability of capital on terms acceptable to the Company; general economic conditions; the market for the network software products; software development costs and litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 costs. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the company with the Securities and Exchange Commission.

The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Aug 13, 1999
Words:857
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