Sagemark Companies Enters Medical Imaging Field; Company Enters Into Letter of Intent to Develop PET Imaging Centers.Business Editors & Health/Medical Writers NEW YORK--(BUSINESS WIRE)--April 5, 2001 The Sagemark Companies Ltd. (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB: SKCO) (the "Company" or "Sagemark") announced today that it has entered into a binding letter of intent (the "Letter of Intent") regarding the proposed acquisition of Premier P.E.T. Imaging International, Inc. ("Premier") and Premier Cyclotron cyclotron: see particle accelerator. cyclotron Particle accelerator that accelerates charged atomic or subatomic particles in a constant magnetic field. International Corp. ("PCI (1) (Payment Card Industry) See PCI DSS. (2) (Peripheral Component Interconnect) The most widely used I/O bus (peripheral bus). "), subject to, among other conditions, 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. and the approval of the transaction contemplated by the Letter of Intent by the Boards of Directors of the respective parties to the transaction. There can be no assurance, however, that the acquisition will be consummated or if so, on what terms. Positron emission tomography positron emission tomography: see PET scan. positron emission tomography (PET) Imaging technique used in diagnosis and biomedical research. ("PET") is a new advanced early detection diagnostic imaging procedure for cancer, heart disease and neurological disorders. Edward D. Bright, Chairman of the Board of Sagemark stated "I believe that the Company has made a wise choice in electing to enter the PET imaging field. PET is a revolutionary medical diagnostic imaging technology that allows physicians to pinpoint and accurately diagnose life threatening diseases obviating unnecessary invasive surgery Invasive surgery A form of surgery that involves making an incision in the patient's body and inserting instruments or other medical devices into it. Mentioned in: Laser Surgery or therapies by detecting anomalies at the very earliest stages." Premier was formed to own and operate outpatient diagnostic imaging centers (the "PET Centers") throughout the United States utilizing positron emission tomography scanning equipment ("PET Scanning Equipment"). PCI was formed to own and operate equipment which manufactures fluoro deoxyglucose ("FDG FDG Fluorodeoxyglucose FDG Fundação de Desenvolvimento Gerencial FDG Franchise Development Group FDG Function Dependence Graph FDG Fraud Detection Group FDG Functional Dependency Gate FDG Front des Gaulois FDG Falling Down Giggling ") and other radioisotopes utilized in the diagnostic imaging procedures performed by the PET Scanning Equipment. Neither Premier nor PCI have, as yet, commenced operations. The Letter of Intent contemplates that the Company will enter into a Stock Purchase Agreement pursuant to which it will purchase all of the outstanding shares of the capital stock of Premier and PCI in exchange for shares of the common stock of Sagemark. The Company's President and Chief Executive Officer is a stockholder of Premier and PCI. On and subject to the Closing Date under the Stock Purchase Agreement, Sagemark will issue 6,000 shares of its common stock to the stockholders of Premier and PCI. In addition, such stockholders will also be entitled to receive additional shares of the common stock of the Company on an "earn-out" basis on terms provided for in the Letter of Intent. Further, Sagemark has agreed to provide $1,000,000 of working capital to Premier for the purpose establishing and operating the PET Centers. To the extent required, Sagemark will guarantee Premier's obligations under any lease or purchase agreement relating to the acquisition of the PET Scanning Equipment. Stephen A. Schulman, M.D. is and will continue to serve as the Chairman of the Board and Chief Executive Officer of each of Premier and PCI. Dr. Schulman is eminently qualified for this position having served as the Director of Radiology for the Westside Regional Hospital in Plantation, Florida for eighteen years and prior to that as the Associate Director of Radiology for Miriam Hospital, a Brown University Teaching Hospital in Providence, Rhode Island “Providence” redirects here. For other uses, see Providence (disambiguation). Providence is the capital and the most populous city of the U.S. for seven years. Dr. Schulman's experience and expertise in radiology led him to establish and serve as Chief Executive Officer of International Magnetic Imaging, Inc., ("IMI IMI International Masonry Institute (Washington, DC) IMI Israel Military Industries IMI Institute of the Motor Industry IMI International Market Insight IMI Imposto Municipal Sobre Imóveis (Portugal) ") a national owner-operator of fourteen magnetic resonance magnetic resonance, in physics and chemistry, phenomenon produced by simultaneously applying a steady magnetic field and electromagnetic radiation (usually radio waves) to a sample of atoms and then adjusting the frequency of the radiation and the strength of the diagnostic imaging centers previously acquired and then subsequently sold by the Company. Dr. Schulman is also the founder and Chief Executive Officer of Premier Health Services health services Managed care The benefits covered under a health contract , Inc., a company engaged in the ownership and operation of seven diagnostic imaging centers primarily offering magnetic resonance imaging magnetic resonance imaging (MRI), noninvasive diagnostic technique that uses nuclear magnetic resonance to produce cross-sectional images of organs and other internal body structures. services. Dr. Schulman expressed his enthusiasm about this new venture by stating, "PET scanning is a revolutionary medical diagnostic imaging technology that allows physicians to pinpoint and accurately diagnose life threatening cancers as well as a variety of brain disorders, including Alzheimer's Disease Alzheimer's disease (ăls`hī'mərz, ôls–), degenerative disease of nerve cells in the cerebral cortex that leads to atrophy of the brain and senile dementia. and a variety of seizure disorders including epilepsy. I believe that PET scanning will revolutionize medical diagnostics within the next few years." PET's biological diagnostic imaging technology provides physicians with information about the body's chemistry, cell function and exact location of various major life threatening diseases - information that is not available through CAT scan CAT scan (kăt) [computerized axial tomography], X-ray technique that allows relatively safe, painless, and rapid diagnosis in previously inaccessible areas of the body; also called CT scan. (CT), magnetic resonance imaging (MRI 1. (application) MRI - Magnetic Resonance Imaging. 2. MRI - Measurement Requirements and Interface. ), X-Ray, blood tests or physical examination. Unlike a CT or an MRI, which look at anatomy or body structure, PET studies body function. For example, by using a PET scan a physician can determine if a patient has active cancer thus providing the physician with valuable and timely information required to determine various treatments without invasive procedures. The PET scan can actually show how well human organ systems are functioning - not just how they look. PET provides physicians with important early detection information about such diseases and is the most accurate non-invasive procedure currently available to determine whether or not a tumor is malignant or benign. Through early and accurate detection, PET eliminates unnecessary surgeries and medical procedures thereby reducing patient pain and suffering and significantly increases the chances for effective treatment and recovery due to such early detection. Except for historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties. The forward-looking statements 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. In addition to the factors set forth above, other important factors that could cause actual results to differ materially include, but are not limited to, technical risks associated with new technology development, government regulatory approvals and access to working capital. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company's SEC filings. Copies of these filings may be obtained by contacting the Company or the U.S. Securities & Exchange Commission. The Company undertakes no obligation to update any of the forward-looking statements contained in its press releases. |
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