SPRINGFIELD, Mo., Aug. 25, 2003 (PRIMEZONE) -- X-Net Services Corp. (OTCBB:XNSV) announced today that it has completed the acquisition of Third Millennium Industries, Inc. ("Millennium") pursuant to the Agreement and Plan of Reorganization dated as of July 18, 2003.
Millennium was incorporated in Nevada in February 2002 for the purpose of acquiring several aluminum horse trailer manufacturers and related companies. Millennium believes the horse trailer manufacturing industry is highly fragmented and largely populated by companies that market demand has allowed to grow without applying the efficiency enhancement methods and procedures common to most other industries. Millennium believes that by acquiring several of such companies and focusing its efforts on quality control, economies of scale, improved management techniques, strong employee relations and other items, it can achieve significantly better results of operations on a consolidated basis than the companies have been able to achieve on an individual basis. More detailed information about Millennium will be included in X-Net's current report on Form 8-K, which will be filed with the Securities and Exchange Commission within 15 days.
X-Net acquired Millennium as a wholly owned subsidiary by issuing restricted shares of X-Net common stock to the Millennium shareholders in exchange for all issued and outstanding shares of Millennium. Following the acquisition, X-Net has a total of 11,700,000 issued and outstanding shares of common stock, of which 10,200,000 shares or 87.2% are held by the former Millennium shareholders and 1,500,000 shares or 12.8% are held by the persons who were X-Net shareholders prior to the merger. In connection with the reorganization, X-Net adopted Millennium's outstanding stock options and reserved 700,000 shares of its common stock for issuance upon the exercise of such options. X-Net also assumed Millennium's outstanding 18% Convertible Promissory Notes in the principal amount of $550,000, which are convertible into 733,333 shares of X-Net common stock. The transaction will be treated as a "reverse acquisition" for accounting purposes.
At the closing, the former officers of X-Net resigned from their positions, and Dennis K. DePriest was elected as the new president and George C. Spencer was elected as the new secretary and treasurer. In addition, the board of directors was increased to two persons and Mr. DePriest was appointed as a director of X-Net to serve with Stephen D. Utley, the current director. The company's executive offices were relocated to the offices of Millennium at 4933 East Highway 60, Rogersville, MO 65742, and Telephone: (417) 890-6556.
Immediately prior to the reorganization, Millennium completed its first three aluminum horse trailer acquisitions by acquiring all the capital stock of Campers World, Inc. of Tulsa, Oklahoma, Twister Trailers Manufacturing, Inc. of Fort Scotts, Kansas, and Clear Lake Trailers, Inc. of Weatherford, Texas.
This release contains "forward-looking" statements including statements that describe the business of Millennium and make reference to its future plans, goals and objectives. Any forward-looking statements, including those regarding X-Net's, Third Millennium's, or their respective management's current beliefs, expectations, anticipations, estimations, projections, proposals, plans or intentions, are not guarantees of future performance or results and involve risks and uncertainties, such as those discussed in X-Net's annual report on Form 10-KSB for the year ended December 31, 2002, and the current report on Form 8-K to be filed in the near future. The forward-looking statements are based on present circumstances and on X-Net's predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Any forward-looking statements are made only as of the date of this release and X-Net assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances.