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Emergent Extinguishes Liabilities, Changes Name and Effects Stock Split.


Business Editors

BOULDER, Colo.--(BUSINESS WIRE)--June 14, 2002

Emergent Financial Group (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:EGFG), an electronic transaction data processing data processing or information processing, operations (e.g., handling, merging, sorting, and computing) performed upon data in accordance with strictly defined procedures, such as recording and summarizing the financial transactions of a  company for non-bank consumer financial services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
, has announced that it has reached agreement with its Series E Preferred shareholders and certain secured lenders to convert the $25,000,000 in preferred liabilities to restricted common stock. The parties have also entered into a two-year lock-up. Emergent is further streamlining its capital structure through a 1 for 70 reverse stock split and is changing the name of the corporation from Emergent Financial Group to EGX Funds Transfer, which management believes more clearly describes the primary business activities of the Company. EGX will trade under the new symbol EGXF.

"We are pleased that an arrangement could be reached that benefits all participants," said Arland Dunn, founder of XTRAN XTRAN - Fortran-like, interactive language. . "With a simplified capital structure, we believe that EGX is better positioned to exploit the market opportunity for the XTRAN technology."

"We welcome the resolution of our negotiations since new capital will be invested in the business rather than retirement of liabilities," said Jason Galanis Jason Woodruff Galanis, (b. 1970) at New York Hospital on the Upper East Side of Manhattan, and raised in Greenwich, Connecticut, is an investor in financial technology companies and trademark inventions since 1988 and is currently a principal of Holmby Companies. , CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of EGX.

As disclosed in form 10K-SB dated August 15, 2001 and Exhibits 10.1 through 10.5 thereto, in connection with the acquisition of KeyCom, Inc. and its money remittance systems called XTRAN, EGX entered into four agreements, which are the Plan of Merger, the Series E Preferred Designation of Rights, the Security Agreement and the Registration Rights Agreement.

EGX has reached agreement dated May 31, 2002, to extinguish Extinguish

Retire or pay off debt.
 $4,000,000 of short-term liabilities represented by its Series E 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.
 through a conversion to common stock. EGX has also reached agreement to convert the remaining $21,000,000 in Series E Preferred Stock to restricted common stock, thereby extinguishing a potential future liability due on January 1, 2003.

As disclosed on form 10K-SB and form 8K dated October 11, 2001, EGX acquired KeyCom for $1,000,000 in cash and $25,000,000 in preferred stock. EGX paid the $1,000,000 in cash and delivered the Preferred Stock, closing the transaction on September 26, 2001. Prior to the May 23, 2002 agreement, EGX was required to redeem preferred stock from the Holders upon written request, up to a maximum of $1,000,000 per quarter for four consecutive quarters.

As disclosed in form 10Q-SB dated November 11, 2001 and February 19, 2002 in Management's Discussion and Analysis Management's discussion and analysis (MD&A)

A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial
 and in form 10K-SB dated August 15, 2001 and form 8K dated October 11, 2001, in the event of any breach of the terms and conditions of the Senior Series E Preferred Stock or any of EGX's obligations to the sellers of KeyCom, the holders of the Senior Series E Preferred Stock have the right to foreclose fore·close  
v. fore·closed, fore·clos·ing, fore·clos·es

v.tr.
1.
a. To deprive (a mortgagor) of the right to redeem mortgaged property, as when payments have not been made.

b.
 on 100% of the capital stock of KeyCom Holdings, Inc., EGX's wholly-owned subsidiary which acquired KeyCom. The above agreements prevent the foreclosure.

The June 14, 2002 agreement also provides for the termination of the Registration Rights Agreement dated July 19, 2001 pursuant to which the Series E Holders could have forced EGX to register shares making them eligible for open market sale. As noted above, the agreement further provides for a two-year lockup See hang and abend.  pursuant to which the common stock issued to the E Holders is contractually restricted for twenty-four months from issuance.

EGX has retired the $25,000,000 of Series E and terminated the associated agreements in consideration for the issuance of 11,000,000 shares of common stock (post reverse stock split - below).

EGX has declared a 1 for 70 reverse stock split by consent of a majority of the stockholders. EGX had approximately 117,000,000 common shares outstanding (1,671,000 post reverse split) immediately prior to the reverse stock split and prior to the above conversion of Series E Preferred.

The founders of KeyCom have received a royalty agreement pursuant to which they may earn up to $8.3 million based on future fees generated using the XTRAN technology. All payments are contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress"
contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent
 future performance. Possible future payments, if any, are secured by the intellectual property representing XTRAN. The parties delivered reciprocal mutual general releases as consideration for entering into the agreements.

Upon the change of name, Emergent Financial Group will be named EGX Funds Transfer. Shareholders are instructed to deliver certificates to their broker or to the transfer agent for exchange.

About EGX Funds Transfer

EGX (www.emergentgroup.com or www.egxfunds.com) is a holding company, which owns transaction processing Updating the appropriate database records as soon as a transaction (order, payment, etc.) is entered into the computer. It may also imply that confirmations are sent at the same time.

Transaction processing systems are the backbone of an organization because they update constantly.
 subsidiary companies principally engaged in person-to-person (P-to-P) money transfers. EGX is principally engaged in building a distribution network for non-bank financial services delivered through countertop point-of-sale devices in retail locations globally. We believe our proprietary technology is the only end-to-end fully electronic solution available for international wire remittances originated in-store. The Hispanic expatriate community 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.  is estimated to account for the majority of the $49 billion in cash transmissions originating from the U.S. in 2001, a market growing at 15% annually.

EGX derives its revenues from transaction processing fees, net of commissions paid to certain selling agents, and/or for services such as non-bank wire transfer services.

More information is available from EGX Funds Transfer, Inc., Boulder, Colorado The City of Boulder (, Mountain Time Zone) is a home rule municipality located in Boulder County, Colorado, United States. Boulder is the 11th most populous city in the State of Colorado, as well as the most populous city and the county , 303/544-0044.

The statements included in this news release concerning predictions of economic performance and management's plans and objectives constitute forward-looking statements made pursuant to 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.
 provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors, which could cause or contribute to such differences include, but are not limited to, factors detailed in EGX's Securities and Exchange Commission filings; completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , shareholder approval, regulatory approvals, and certain other pre-closing conditions for all incomplete merger or acquisition transactions; economic downturns affecting the operations of the company, its subsidiaries, or companies proposed for merger or acquisition; the termination of previously announced acquisitions; delays or the inability to obtain regulatory approvals for previously announced acquisitions; the inability to initiate or complete any contemplated restructuring, offering, acquisition, disposition, or other transaction; and the unavailability of financing to complete management's plans and objectives. The forward-looking statements contained in this news release speak only as of the date hereof, and the Company disclaims any intent or obligation to update these forward-looking statements.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
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Publication:Business Wire
Date:Jun 14, 2002
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