Eye Dynamics, Inc. Announces Merger With OrthoNetx, Inc. to Form AcuNetx, Inc.TORRANCE, Calif. -- Eye Dynamics, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :EYDY) today announced that its pending acquisition of OrthoNetx, Inc., a privately-held, Colorado-based leading provider of medical devices for osteoplastic os·te·o·plas·tic adj. 1. Of or relating to osteoplasty. 2. Relating to or functioning in bone formation. surgery, is to be completed as previously reported. The Boards of the two companies have agreed that all conditions to satisfy the Merger Agreement have been met. The merger, first announced in March 2005, involves the acquisition of OrthoNetx by Eye Dynamics in a stock exchange pursuant to a permit issued by the California Department of Corporations under an applicable SEC exemption. The effective date of the merger is December 23, 2005. "We are very pleased that the efforts of all parties in this merger have generated the capital and other resources necessary to take AcuNetx to a level not easily achievable by the companies acting alone," said William Danielczyk, Chairman of Galen Capital Group, and chief architect of the merger. "It will be our (Galen Capital's) job to continue to work and support in helping the company reach greater shareholder value." Dr. Terry Knapp, incoming Chief Executive Officer of AcuNetx, declared, "The combination of products, technologies and experience that comes about as the result of this merger presents an opportunity for substantive revenue growth and profitability in the short term, as well as diversification into multiple market sectors. The unifying vision for AcuNetx is to harness human physiology Human physiology is the science of the mechanical, physical, and biochemical functions of humans in good health, their organs, and the cells of which they are composed. The principal level of focus of physiology is at the level of organs and systems. with medical devices, and to apply information technology to gather data and positively influence outcomes. The combination creates turnkey solutions for health care and industry. Whether it be mechanically-induced growth of bone to correct human deformity Deformity See also Lameness. Calmady, Sir Richard born without lower legs. [Br. Lit.: Sir Richard Calmady, Walsh Modern, 84] Carey, Philip embittered young man with club foot seeks fulfillment. [Br. Lit. , analysis of eye movements to diagnose medical conditions See carpal tunnel syndrome, computer vision syndrome, dry eyes and deep vein thrombosis. , or detection of psychomotor psychomotor /psy·cho·mo·tor/ (si?ko-mo´ter) pertaining to motor effects of cerebral or psychic activity. psy·cho·mo·tor adj. 1. impairment to create safer highways and workplaces, we have a consistent approach. The market opportunities are large, and AcuNetx' future is bright." "Today represents a milestone event for Eye Dynamics and our shareholders," said Ron Waldorf, founder and Chief Executive of Eye Dynamics. "We welcome new leadership, additional technology and products, additional funding, and a very bright future. At last we can capitalize on the exciting promise of our SafetyScope(TM) fitness-for-duty eye tracking solution in addition to expanding our medical product lines." The merger of the two companies will result in renaming the public entity "AcuNetx, Inc." and a new ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors . The combined companies will have seven product lines, including distraction osteogenesis osteogenesis /os·teo·gen·e·sis/ (os?te-o-jen´e-sis) the formation of bone; the development of the bones.osteogenet´ic osteogenesis imperfec´ta (bone lengthening) devices and a proprietary information technology platform (SmartDevice-Connect(SM)) from OrthoNetx, and the existing medical, industrial safety, and law enforcement eye tracking devices from Eye Dynamics. AcuNetx will maintain California operations, with Eye Dynamics as an operating division headed by Mr. Waldorf. The OrthoNetx division, and AcuNetx corporate headquarters, will locate to Superior, Colorado. Coincident with closing of the merger, the company will obtain approximately $1 million in new equity capital from both U.S. and Canadian investors, and a $10 million Standby Equity Distribution Agreement In Finance, SEDA stands for a Standby Equity Distribution Agreement. This is an agreement whereby a small publicly-traded company arranges to raise additional capital by selling new stock without making a formal Secondary Market Offering to the market. (SEDA SEDA Staff and Educational Development Association SEDA Sustainable Energy Development Authority (Australia) SEDA Social and Economic Data Analysis SEDA Special Ed Assistant SEDA South East Drift Association ). The SEDA will allow the company to draw the equity capital in increments, at its election, over the next two years. The Board of AcuNetx will consist of Mr. Waldorf and Charles Phillips, former 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 Eye Dynamics, Dr. Randolph Robinson, founder of OrthoNetx, William P. Danielczyk, Chairman of Galen Capital Group, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , principle financial advisor to the companies, Robert Corrigan, President of Centennial Capital of Louisville, Colorado, and Dr. Terry Knapp, the CEO of OrthoNetx and CEO of the combined companies. The Chairman of the Board will be Stephen Moses, JD, a seasoned executive and corporate director who also serves as Vice-Chairman of Galen Capital Group. About AcuNetx, Inc.: AcuNetx couples medical devices and information technology to harness human physiology for health care, industrial safety, and law enforcement applications. The company's subsidiaries each focus on the design, development and marketing of products and solutions in a specific market sector. The OrthoNetx division of AcuNetx markets products to correct deformities and deficiencies of bone throughout the human skeleton. The Eye Dynamics division markets solutions that track and analyze eye movements to assist in the diagnosis and rehabilitation of dizziness and balance disorders. The SafetyScope(TM) division markets products that record and analyze involuntary eye movements to detect psychomotor impairment for fitness-for-duty assessment among high risk workers, and for impaired driver assessment by law enforcement personnel. AcuNetx will be headquartered in Superior, CO, with additional operations in Torrance, CA. 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. for Forward Looking Statements This news release includes forward-looking statements that 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. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. Whereas management believes such representations to be true and accurate based on information and data available to the company at this time, actual results may differ materially from those described. The company's operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ are set forth in the company's periodic filings with the U.S. Securities and Exchange Commission. |
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