Marci International Imports Inc. Makes Announcement.CLEARWATER, Fla.--(BUSINESS WIRE)--April 5, 1999--Marci International Imports Inc. (the Company) announced today that it has entered into a memorandum of understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment. with FAB Capital Corp., an Idaho corporation (FAB), to effect a business combination transaction whereby FAB will exchange all of its right title and interest in FAB Securities of America Inc., FAB Finanz- und Anlagen- Beratung und Vermittlung GmbH, FAB Corporate Funding Inc., FAB Capital Markets Inc., FAB Futures Inc., Momentum Capital Funding Corp. and certain marketable securities Marketable Securities Very liquid securities that can be converted into cash quickly at a reasonable price. Notes: Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has for 11,400,000 shares of the Company's common stock. The closing of the transaction is subject to negotiation and execution of a definitive business combination agreement containing customary terms and conditions and the filing of a Form S-8 Registration Statement under the Securities Act of 1933 for the shares of common stock issuable to Capston, legal counsel and the financial consultants. The closing is expected to take place on April 5, 1999, or as soon thereafter as practicable. FAB Securities of America Inc. is a full-service NASD NASD See: National Association of Securities Dealers NASD See National Association of Securities Dealers (NASD). member broker-dealer with offices in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and Houston. FAB Securities employs a staff of approximately 50 including 20 administrative and compliance personnel and approximately 30 registered representatives. FAB Finanz- und Anlagen- Beratung und Vermittlung GmbH is a German Brokerage firm with offices in Frankfurt, Dresden, Dusseldorf, Ausberg and Schoenberg. FAB Germany employs approximately 270 personnel including 20 administrative staff and 250 brokers. FAB Corporate Funding is a merchant banking concern that undertakes the development of financial products (i.e. IPOs, private placements, secondary offerings, etc.) that may be sold through the U.S. and German broker-dealer organizations. FAB Corporate Funding has offices in New York and San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. and currently employs a staff of eight. FAB Capital Markets is an equity research organization that develops and publishes general marketplace research for affiliates of FAB Capital Corp. In addition, this division functions as a conduit of information and ideas to the institutional marketplace. FAB Futures is a newly formed subsidiary of FAB Capital Corp. and is presently inactive while awaiting the appropriate licenses and clearing arrangements to be established. Momentum develops and implements training and support for all trading platforms and Internet access See how to access the Internet. to the clients of the FAB broker-dealers. In addition it is charged with he development of day-trading subsidiaries. Momentum has a full-time staff of three and and currently contracts with third parties for any short-term staffing needs. Pursuant to the terms of the memorandum of understanding, (i) the outstanding voting securities of the Company have been consolidated in the approximate ratio of one post-consolidation share for every 18 pre-consolidation shares, provided that no single stockholder's share ownership will be reduced to fewer than 100 post-consolidation shares, (ii) the Company's Certificate of Incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. has been amended to change the Company's name to FAB Global Inc. and increase the authorized capitalization to 25,000,000 shares of common stock and 5,000,000 shares of 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. , (iii) 300,000 shares will be issued to Capston Network Co. pursuant to a Plan of Reorganization previously approved by the Company's stockholders, (iv) FAB will receive 11,400,000 shares of restricted common stock representing approximately 95% of the Company's stock, (v) certain financial consultants and other professionals assisting with the business combination will receive an aggregate of 720,000 shares of common stock, and (vi) FAB Securities of America Inc., FAB Finanz- und Anlagen- Beratung und Vermittlung GmbH, FAB Corporate Funding Inc., FAB Capital Markets Inc., FAB Futures Inc., Momentum Capital Funding Corp. will become wholly owned subsidiaries 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. of the Company. Following the completion of the business combination, taking into account all of the foregoing, there will be approximately 12,720,000 post-consolidation shares of the Company's common stock issued and outstanding. The New Common of FAB Global Inc. will be listed on the OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. under the symbol "FABV" (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB:FABV) and open for trading on Monday, April 5, 1999. All registered holders of certificates for shares of Old Common will be requested to forward their certificates to the corporation's transfer agent, together with a completed and executed letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , in order to receive the shares of FAB Global Inc. New Common to which they are entitled. |
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