SSTY Announces Acquisition: Globe Staff Consulting, a Wholly Owned Subsidiary of SSTY, to be Merged Into PowerSource Corp.
2006-04-20 13:37 ET - News Release
Also News Release (U-ONTV) INTV INC
Also News Release (U-PSRE) POWERSOURCE CP
BEIJING and PHILADELPHIA, April 20 /PRNewswire-FirstCall/ -- Sure Trace Security Corporation today announced that it has acquired the controlling interest in a company, PowerSource Corporation , and has vended its wholly owned subsidiary, Globe Staff Consulting, into the acquired company, which shall be renamed Globe Staff Consulting Corporation (GSCC).
SSTY received approximately ninety-three percent (93%) of the shares PSRE/GSCC in exchange for cash and other consideration.
SSTY and GSCC shall enter into a Master Licensing Agreement wherein SSTY shall retain (on behalf of itself, its assigns and /or designees) the ownership of the technology in GSCC (including all enhancements and revisions thereto) and certain exclusive and non-exclusive rights in various territories but shall grant GSCC a Master License from SSTY in the territories and markets not specifically reserved to SSTY, under the terms and conditions to be contained therein. GSCC shall have certain exclusive and non-exclusive rights as will be set forth in said Master License. In return for the Master License, GSCC shall pay SSTY a royalty and a monthly fee in the amount and according to the terms and conditions set forth in said Master License agreement.
SSTY will also enter into a Services Agreement between True Product ID, Inc. (TPID) and GSCC whereby, in return for agreed upon consideration, TPID performs certain administrative and operational duties and functions and performs/assumes certain obligations of GSCC in order to manage and control the day-to-day worldwide functions of GSCC. GSCC may also grant TPID certain rights as may be specified in said Services Agreement.
SSTY and GSCC intend to file important information related to the spin- off, including this release, with the Securities and Exchange Commission on Form 8-K.
"This transaction is similar to the template we utilized with the TPID/ONTV license (that is, a monthly minimum will be paid to SSTY) but it differs in that SSTY shall retain a portion (or possibly all) of the shares itself. If permissible, the company intends to deliver an as of yet undetermined portion of the shares in the public company to SSTY's then- present shareholder base," said Michael Cimino, SSTY President, although he cautioned that no specific plans have been decided at this time and that the shares, if any, which may be issued to its then-current shareholders, will be restricted. The company intends to effectuate this potential partial dividend of the acquired shares only after it receives an Opinion of Counsel that the partial dividend transaction is in full compliance with federal securities laws. "As with the TPID/ONTV arrangement this will also provide a potential source of regular income to SSTY," Cimino added.
Regarding the ONTV/TPID dividend, the company added that the company attorneys will shortly be delivering a letter of instructions to the transfer agent to be delivered to shareholders which will also include instructions to the shareholders from the transfer agent regarding the implementation procedures. More details will be released prior to the distribution date on the company's website. The Company's expectation is that the NASD will declare an ex-dividend date of April 25, 2006, as requested by the Company.
About Sure Trace Security Corporation
Sure Trace produces integrators for anti-counterfeiting and security surveillance applications and is a provider of integrated tracking devices. The Company intends to deliver turnkey solutions for governments, armed forces, and industry, through its own proprietary technology and through aggregating the technology, products, and services of third parties via licensing agreements and/or joint ventures. For more information go to: http://www.suretrace.com.
SAFE HARBOR STATEMENT: This news release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that our products may not achieve customer acceptance or perform as intended, that we may be unable to obtain necessary financing to continue operations and development, and other risks. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof and Sure Trace undertakes no obligation to update such statements. In August 2005, the common stock of Sure Trace was suspended from trading by the Securities and Exchange Commission, but the suspension ended in accordance with the securities laws after ten days. Management of Sure Trace is currently working with the broker-dealer community and regulators to permit quotations to be entered as soon as possible. More information will be provided to the public when circumstances warrant.
Contact: Michael Cimino, President, 215-972-6999 or michaelc@suretrace.com
Sure Trace Security Corporation
CONTACT: Michael Cimino, President, Sure Trace Security, +1-215-972-6999
or michaelc@suretrace.com
Web site: http://www.suretrace.com//
