Datascension Inc. Considers Spin-Off of Call Center Subsidiary.LAS VEGAS Las Vegas (läs vā`gəs), city (1990 pop. 258,295), seat of Clark co., S Nev.; inc. 1911. It is the largest city in Nevada and the center of one of the fastest-growing urban areas in the United States. -- Please replace the release with the following corrected version due to multiple revisions. The corrected release reads: DATASCENSION INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. . CONSIDERS SPIN-OFF OF CALL CENTER SUBSIDIARY Datascension Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :DTSN DTSN Seaman, Dental Technician Striker (Naval Rating) DTSN Digital Tandem Switching Network (AT&T) ) announced today that the board of directors is considering a spin-off of its 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. , Datascension International Inc. ("the subsidiary"), with operations in California, Costa Rica Costa Rica (kŏs`tə rē`kə), officially Republic of Costa Rica, republic (2005 est. pop. 4,016,000), 19,575 sq mi (50,700 sq km), Central America. and the Dominican Republic Dominican Republic (dəmĭn`ĭkən), republic (2005 est. pop. 8,950,000), 18,700 sq mi (48,442 sq km), West Indies, on the eastern two thirds of the island of Hispaniola. The capital and largest city is Santo Domingo. . Company management stated that the initiation, timing, and completion of the proposed spin off will be subject to market and other conditions, including receipt by the company of a favorable private letter ruling from the Internal Revenue Service as to the tax-free nature of the contemplated spin-off. The company proposes to eventually distribute 83.59% of the issued and outstanding shares of the subsidiary's common stock, pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. , to all of its stockholders of record of Datascension Inc. Initially, each stockholder will receive one share of the subsidiary's common stock for each 60 shares of common stock of Datascension Inc. owned; this initial dividend will be 55.56% of the issued and outstanding shares of the subsidiary. The record date for this initial dividend will be Nov. 15, 2004. A subsequent dividend of an additional 28.03% may be distributed simultaneously with the effectiveness of a Registration Statement to be filed at a future date with the Securities and Exchange Commission. The second distribution will be given pro rata to the shareholders holding shares of Datascension Inc. (the parent company) on the date of the effectiveness of the Registration Statement. The remaining 16.41% would be retained by the parent company. Shareholders will not be required to pay cash or provide any other consideration, or to surrender or exchange any shares of common stock in order to receive the distribution of Datascension International common stock. In order to be eligible to receive the dividend shares, shareholders need to be bona fide [Latin, In good faith.] Honest; genuine; actual; authentic; acting without the intention of defrauding. A bona fide purchaser is one who purchases property for a valuable consideration that is inducement for entering into a contract and without suspicion of being shareholders in Datascension Inc. as of the record date of the dividends. Shareholders need to be able to prove ownership of the parent company shares if so requested by the company prior to issuance of the dividend shares. Datascension International common stock received as a result of the spin-off will be recorded in book-entry form by the company and the transfer agent exclusively. Holders will receive a letter of ownership from the company indicating the number of shares credited to their account. Upon the effectiveness of the Registration Statement, certificates evidencing ownership in Datascension International will be sent to shareholders. Given the nature of the transaction, any holder of Datascension Inc. common stock who sells shares on or before the dividend record date will also be selling their entitlement to receive shares of Datascension International common stock in the spin-off. Furthermore, if you sell your shares in Datascension Inc. after the first dividend and the spin-off is not consummated, you will have sold and given up all of your ownership rights in the company. Investors are encouraged to consult with their financial advisors regarding the specific implications of selling Datascension common stock before and/or after the spin-off. This press release shall not constitute an offer to sell or solicitation of an offer to buy any securities. About Datascension International Datascension International, a premier data solutions company with operations in California, Costa Rica and the Dominican Republic, embodies a unique expertise in the collection, storage, processing and interpretation of marketing data. Employing hundreds of bilingual professionals, the company is rapidly becoming one of the largest Spanish-speaking call centers. The company's commitment to customer service, quality and on-time project management has fostered its world-class reputation among major market research firms and corporate market research departments. 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 under 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: Certain statements made in this press release contain certain 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. that involve a number of risks and uncertainties. In addition to the matters described above, the company's ability to initiate and complete the contemplated transactions described above will depend upon a number of factors including overall economic conditions, general stock market conditions and the continuing results of the company, as well as the risk factors listed from time to time in the SEC filings of Datascension Inc. Further information: www.datascension.com |
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