Upgrade Reports Ownership Change in UltraCard, Inc.Business Editors LINCOLNSHIRE Lincolnshire (lĭng`kənshĭr), county (1991 pop. 573,900), 2,662 sq mi (6,895 sq km), E England, on the Humber estuary, the North Sea, and The Wash. The county seat is Lincoln. , Ill.--(BUSINESS WIRE)--Feb. 9, 2004 Upgrade International Corporation, ("Upgrade", the "Company") (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). :UPGD UPGD Upgraded ) a Washington Washington, town, England Washington, town (1991 pop. 48,856), Sunderland metropolitan district, NE England. Washington was designated one of the new towns in 1964 to alleviate overpopulation in the Tyneside-Wearside area. corporation, reports the following events: During 2003, Upgrade's majority-owned subsidiary majority-owned subsidiary A firm in which more than 50% of outstanding voting stock is owned by the parent company. , UltraCard, Inc. ("UltraCard") entered into a convertible credit facility with C & C Investment Holdings to bring additional capital into UltraCard. Under the terms of the credit facility, the outstanding principal balance was convertible, at the option of the Lender, into shares of common equity of UltraCard representing a 51% ownership interest. The Lender converted its loan into UltraCard common stock and sold its position to Gold, Inc. of Metropolitan Dallas, Texas “Dallas” redirects here. For other uses, see Dallas (disambiguation). The City of Dallas (pronounced [ˈdæl.əs] or [ˈdæl. . As a result of the transaction Upgrade's equity interest in UltraCard has been reduced to approximately 25%. Additionally, as a result of a special shareholders meeting of UltraCard initiated by Gold, Upgrade no longer has any representation on UltraCard's Board of Directors. At the same time, the purported pur·port·ed adj. Assumed to be such; supposed: the purported author of the story. pur·port  ed·ly adv. change in control of UltraCard triggered a provision in an agreement between Upgrade and UltraCard which enables Upgrade to accelerate approximately $12 million owed to it by UltraCard. In any event the agreement calls for the repayment of approximately $12 million in April, 2004. Upgrade is hopeful that UltraCard can attract the necessary capital in order to repay its $12 million to the Company. The Company is currently in negotiations with UltraCard and Gold regarding this matter. These discussions include a potential renegotiation of the agreement pursuant to which UltraCard owes the Company approximately $12 million, along with a potential investor's commitment to complete the development of UltraCard's technology. As a result of the foregoing developments, the Company has the opportunity to also affiliate with other technology companies that can provide solutions in securing a mass storage credit card form factor hardware technology for its international marketing infrastructure. This refinement in the Company's business strategy is in response to developments in the smart card industry. About Upgrade Upgrade International Corporation through its ownership interest in high capacity smartcard related organizations is engaged in the development and commercialization of high-capacity portable solutions for a broad range of existing and new markets. Management believes that the latest investment will potentially provide numerous industrial users with a combination of high levels of security and a greater amount of personal transportable data storage at the lowest cost in the industry. In addition, the development of smart card based solution providers represents a strategic market strategy designed to accelerate the adoption of new technologies into newly developing markets. Except for the historical information presented in this document, Upgrade's news release contains statements that are, or may be deemed to be, forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. and Section 21E of the Securities Exchange Act of 1934. These statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "intends", "should", "estimates," or "anticipates" or the negative thereof or other variations thereon there·on adv. 1. On or upon this, that, or it. 2. Archaic Following that immediately; thereupon. Adv. 1. thereon - on that; "text and commentary thereon" on it, on that or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements regarding the anticipated benefits of proposed or future agreements and acquisitions, future operating results, future prospects, the capabilities and capacities of our business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets , any financial or other guidance, and all statements that are not based on historical fact. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events, and is subject to various uncertainties, and other factors that may cause our actual results, performance, or achievements to be different from any future results, performance, or achievements expressed or implied by these statements. For a further description of various risks, relevant factors, and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see our filings with the Securities and Exchange Commission. Upgrade undertakes no obligation to publicly update or revise the forward-looking statements made in this news release to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date of this news release or to reflect the occurrence of unanticipated events. |
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