Elocity Announces Plan of Reorganization and Spin-Off of Subsidiary's Shares.Business Editors
SARASOTA, Fla.--(BUSINESS WIRE)--Feb. 7, 2002
Elocity Networks Corp. (OTC OTC
See over-the-counter market (OTC). BB: ELOC ELOC Equity Line of Credit
ELOC External Locus of Control
ELOC Evangelical Lutheran Ovambo-Kavango Church (Africa)
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ELOC Extraneous Logical or in Expression Used as Branch Condition ) Thursday announced that they have entered into an agreement, dated Feb. 6, 2002, wherein Elocity will transfer all of its assets and business to its subsidiary, Cyber Equestrian Inc. ("Cyber"), in a tax-free exchange tax-free exchange
An exchange of assets between taxpayers in which any gain or loss is not recognized in the period during which the exchange takes place. Rather, taxpayers are required to adjust the basis of assets exchanged. .
Elocity will exchange its existing business for an additional 15 million shares of common stock of Cyber. Following the closing of the transaction, Elocity intends to file a Form SB-2 Registration Statement with the Securities and Exchange Commission ("SEC") to register a spin-off of its Cyber shares. The current plan is subject to the registration statement clearing SEC comments.
Elocity plans to deliver one Cyber share for each share of Elocity owned by its shareholders. The March 15, 2002 record date is subject to change. Only shareholders holding shares on the record date will be entitled to receive Cyber shares upon their distribution by Elocity.
The reorganization of Elocity is designed to aid in the retention of additional financing for its current operations and an expected change in Elocity's business.
The company transaction is designed to enhance shareholder value and provide additional financing for its current internal operations. The transaction is also designed to allow Elocity to facilitate a change of its operations.
Cyber intends to file a 15c2-11 in order to allow Cyber shares to be traded on the 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 OTCBB OTCBB
See OTC Bulletin Board (OTCBB). . However, there can be no assurance that such a listing will be obtained.
Elocity is in the business of building and maintaining Web sites for entertainment and informational purposes. Its revenues are generated by sales of banner advertising, sales of chat room memberships, and investor relations services. For more information on the company, please visit our Web site at www.elocity.com.
Elocity strongly encourages the public to read the above information in conjunction with its Form 10KSB KSB Kogod School of Business (American University)
KSB Kelley School of Business (Indiana University)
KSB Kantonsschule Am Brühl St. for Dec. 31, 2000, and 10QSB QSB Fading
QSB Qualified Small Business (IRS category)
QSB Queen Street Backpackers (Auckland, New Zealand)
QSB Quality System Basics
QSB Qualified Supplemental Benefit
QSB Quantum Singleton Bound for June 30, 2001. The above documents can be viewed at www.sec.gov.
A number of statements contained in this press release are forward-looking statements 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.
These forward-looking statements involve a number of risks and uncertainties including, but not limited to, competitive market conditions, successful integration of acquisitions, and the ability to secure additional sources of financing. The actual results that Elocity may achieve could differ materially from any forward-looking statements due to such risks and uncertainties.
Investors should be aware that Elocity's business is subject to substantial risks arising from a number of areas, many of which cannot be reasonably foreseen.