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SkyLynx to Acquire Digital Computer Integration Corp. in All Stock Deal; DCI Corp. Had 2004 Revenues of $3,621,294.


SARASOTA, Fla. -- SkyLynx Communications (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:SKYC), a worldwide provider of secure, high-availability, dedicated wireless data networks for fixed and mobile applications, announced today that it has entered into a Definitive Agreement for the acquisition of Digital Computer Integration Corporation (DCI (Display Control Interface) An Intel/Microsoft programming interface for full-motion video and games in Windows. It allowed applications to take advantage of video accelerator features built into the display adapter. ) in an all-stock transaction. Under the terms of the agreement, SkyLynx will acquire 51% of DCI from Defense Technology Systems (OTCBB:DFTS DFTS Defence Fixed Telecommunications Service
DFTS Directory File Transfer System (Owl Computing Technologies)
DFTS Dual-Queue, Fifo, Timeout, Statistical TDM Scheme
) for 572,776 shares of SkyLynx Series B Convertible Preferred Stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
 and assignment of NewMarket Technology Series G 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.
 held by DCI. SkyLynx will acquire the remaining 49% of DCI from its founders for 248,518 shares of SkyLynx Series C Preferred Convertible Stock. As part of the transaction, NewMarket Technology will assign DCI debt that it is owed to DFTS. The founders will receive an additional 3,500,000 shares of escrowed SkyLynx Series C Preferred Convertible Stock, should certain performance criteria be met. The transaction is expected to close by January 31, 2006.

DCI acts as a system integrator for a diversified base of commercial and government customers. It currently has four distinctive business segments. DCI's Contract Electronic Manufacturing segment procures, assembles, configures, loads software, tests and burns-in computer systems for a wide range of high level applications. These applications include communications systems and flight simulators. Its Rugged Mobile Computing Using a computing device while in transit. Mobile computing implies wireless transmission, but wireless transmission does not necessarily imply mobile computing. Fixed wireless applications use satellites, radio systems and lasers to transmit between permanent objects such as buildings  segment has developed a line of specialized computers, designed specifically for the harsh environments required for applications such as first responders first responder First response personnel Emergency medicine A person employed in the public sector–EMT, fire fighter, police, volunteer EMS–whose duties include provision of immediate medical care in the event of an emergency; FRs have basic emergency  and the military. DCI's Tracking Systems segment has developed a GPS based tracking system that can be used effectively in stealth applications. The Company's Radio Frequency Identification See RFID.  (RFID (Radio Frequency IDentification) A data collection technology that uses electronic tags for storing data. The tag, also known as an "electronic label," "transponder" or "code plate," is made up of an RFID chip attached to an antenna. ) segment can make applications such as RFID inventory control and asset tracking practical. All DCI business segments provide the necessary core technology to support numerous commercial and Homeland Security Noun 1. Homeland Security - the federal department that administers all matters relating to homeland security
Department of Homeland Security

executive department - a federal department in the executive branch of the government of the United States
 programs.

Steven D. Smith, SkyLynx COO, stated, "We have been aggressively pursuing acquisition opportunities that can compliment out our base of technology while adding new sales and distribution channels. DCI fits well into our strategy. By packaging their products and solutions with our 150MHz (MegaHertZ) One million cycles per second. It is used to measure the transmission speed of electronic devices, including channels, buses and the computer's internal clock. A one-megahertz clock (1 MHz) means some number of bits (16, 32, 64, etc.  radio modems in dedicated deployments we can provide greater value to the customer and enjoy long term residual revenue. The DCI acquisition will increase our revenue base by approximately $6 million immediately with the potential to grow exponentially. Sharing common engineering, sales and administrative resources will allow us to be more efficient and productive. The momentum and market traction developed by the combined companies can have a positive impact on the SkyLynx share volume and share price, building shareholder value."

Zenon, "Bud" Maciekowicz, founder and president of DCI, said "This transaction gives us additional technical and management support as well as giving us the financial resources to realize DCI's true market potential. The business combination will allow us to leverage our GPRS (General Packet Radio Service) The first high-speed digital data service provided by cellular carriers that used the GSM technology. GPRS added a packet-switched channel to GSM, which uses dedicated, circuit-switched channels for voice conversations.  Tracking product sales to deliver location and status information to the customer through the existing SkyLynx data network, opening up additional channels for ongoing residual revenue for both SkyLynx and DCI."

Smith concluded, "We believe that there are opportunities to acquire other companies that offer additional growth potential with the application of our technology - not only in obvious commercial markets and homeland security but also in less obvious markets such as pet and child care. The benefit to us is through unlimited market potential, substantial profit and cash flow, but will also make us less vulnerable to industry cycles."

About SkyLynx (www.skylynx.com)

SkyLynx Communications, Inc., based in Sarasota, FL, provides wireless, data-only network services for mobile and static applications, including vehicle tracking, security, remote equipment systems operations and weather monitoring. The company's network, SkyLynx FlexNet, is being deployed on a national basis and has been applauded for providing cost-effective, broad geographic coverage that is significantly less expensive than satellite tracking. SkyLynx FlexNet is unaffected by trees, buildings or topographical variations, and its 80-mile range is far greater than that of cellular and 3G systems, making it an outstanding Automatic Vehicle Location See mobile positioning.  and fleet management system.

Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by 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 particular, the Company's statements regarding trends in the marketplace and potential future results are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the timing of projects due to the variability in size, scope and duration of projects, estimates made by management with respect to the Company's critical accounting policies, regulatory delays, clinical study results which lead to reductions or cancellations of projects, and other factors, including general economic conditions and regulatory developments, not within the Company's control. The factors discussed herein and expressed from time to time in the Company's filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
COPYRIGHT 2006 Business Wire
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Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Article Type:Company Profile
Date:Jan 5, 2006
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