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Imaginon and Gallagher Research Corporation Sign Agreement for Acquisition of Imaginon Subsidiary.


Business/Technology Editors

SAN CARLOS San Carlos (săn kär`lōs), residential city (1990 pop. 26,167), San Mateo co., W Calif.; inc. 1925. The chief manufactures are plastic products, hardware, and machine parts. , Calif.--(BUSINESS WIRE)--May 10, 2001

Shortly after the deal closes, the newly re-organized

company, which plans to change its name to Vizario,

Inc., will be traded on the OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
;

Imaginon to retain 77% ownership in the new company.

Gallagher Research Corporation, a public Nevada corporation A Nevada Corporation is a corporation chartered under the laws of the U.S. state of Nevada.

Nevada, like the state of Delaware (See Delaware corporation), is well known as a corporate haven.
 (OTCBB: GRDC GRDC Grains Research and Development Corporation
GRDC Global Runoff Data Centre
GRDC Global Runoff Data Center
GRDC Geological Research and Development Centre (Indonesia) 
), and Imaginon, Inc. (OTCBB: IMON IMON International Merkur Owner's Network
IMON Internet Monitor
) today jointly announced that they have signed a definitive agreement for GRDC's acquisition of Imaginon's wholly-owned subsidiary corporation, Wireless Web Data, Inc. (WWDI), pursuant to the terms and conditions of the Letter of Intent announced on April 18, 2001. According to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 Imaginon Chief Executive Officer David Schwartz David Schwartz is a composer, noted for his scoring the music for the multiple Emmy Award-winning television series, Arrested Development, Deadwood, and numerous others. He attended the School of Visual Arts in New York and the Berklee College of Music in Boston. , and GRDC President Stephen Siedow, GRDC has filed an information statement (14F-1) regarding this transaction with the Securities and Exchange Commission. Closing of the deal is anticipated to occur on or before May 31, 2001. No shareholder vote is required of either Imaginon or GRDC shareholders for this transaction.

Upon closing, GRDC will complete its acquisition of WWDI through the issuance of 20 million shares of its common stock to Imaginon, bringing the total number of GRDC shares outstanding to slightly less than 25 million shares. As a result of this transaction, Imaginon, which is currently the sole owner of WWDI, will retain a 77% equity position in the new company, which plans to change its name to Vizario, Inc., building on the name of the product the combined company plans to bring to market later this year.

Schwartz and Siedow today also announced that, simultaneous with the exchange of stock, a minority interest in the resulting publicly traded company publicly traded company

A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market.
 will be offered to private investors in the form of a $3-million private placement. According to Imaginon's Schwartz, "This sale of WWDI to GRDC, together with the completion of the private placement financing program, will allow our Vizario technology to be brought to market while simultaneously maximizing value for Imaginon shareholders." According to GRDC's Siedow, "The completion of this very important acquisition will form the foundation of what we believe will become a significant, third-generation wireless software business. This business will be built around the remarkable capabilities of Imaginon technology, which will be licensed to our newly re-organized company."

Designed to put new capabilities into wireless mobile devices, Vizario(TM) will offer both consumers and businesses a completely integrated, end-to-end wireless solution. The Vizario consumer product features a client/server publishing tool allowing content carriers, promoters and content providers to distribute media assets to end users through the Vizario client. It also incorporates a web interface where end users personalize their mobile Vizario further to add additional queries that deliver customized content. This solution offers unsurpassed ease of deployment in both Java and .NET-enabled handsets. Vizario is fully scalable from simple text on 1G phones to interactive rich media over 3G wireless networks. As a vertical application suite, Vizario is an end-to-end solution (jargon) end-to-end solution - (E2ES) A term that suggests that the supplier of an application program or system will provide all the hardware and/or software components and resouces to meet the customer's requirement and no other supplier need be involved.

Compare: turn-key solution.
 for companies that require distribution of image-intensive data to mobile devices wherever finding, encoding, decoding de·code  
tr.v. de·cod·ed, de·cod·ing, de·codes
1. To convert from code into plain text.

2. To convert from a scrambled electronic signal into an interpretable one.

3.
 and displaying images for decision support in the field is considered critical to the mission's success.

Imaginon, Inc. is an information technology company focused on developing and marketing broadband and wireless interactive Internet and intranet software systems. ImaginVideo(TM), the company's lead product, is a client-server application for the delivery and management of interactive video over TCP/IP TCP/IP
 in full Transmission Control Protocol/Internet Protocol

Standard Internet communications protocols that allow digital computers to communicate over long distances.
 networks. The company's objective is to become the leader in data retrieval, processing and presentation software.

ImaginVideo and Vizario are trademarks of Imaginon and are protected under U.S. Patents.

Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of 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.
" provision 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, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward- looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of Imaginon software by developers and users, the successful development of competitive software to Imaginon's, competitive pricing pressures for Imaginon software and services, and the availability of financing to complete management's plans and objectives. In addition, other risks are detailed in Gallagher Research Corporation's periodic reports and Imaginon's periodic reports and its Form S-3 registration statement declared effective by the Securities and Exchange Commission on February 16, 2001. These forward-looking statements speak only as of the date hereof. Imaginon and Gallagher Research Corporation disclaim any intent or obligation to update these forward-looking statements.
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:May 10, 2001
Words:744
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