SUN VALLEY, Calif., Nov. 18, 2003 (PRIMEZONE) -- Flamemaster Corporation (Nasdaq:FAME) today reported that its Board of Directors has authorized the spin-off of StarBiz Corporation, the Company's investment and management service affiliate, to Flamemaster shareholders. The spin-off of StarBiz shares will take the form of a stock dividend to Flamemaster shareholders, who will receive one StarBiz share for every 120 (one hundred and twenty) Flamemaster shares owned.
The shares of StarBiz to be distributed will bear a Restrictive Legend. The StarBiz shares are to be priced at $150.00 USD (one hundred fifty dollars) per share. No fractional shares will be issued. Fractions will be paid in cash at the rate of $1.25 (one dollar and twenty five cents) for each Flamemaster share held on the record date. Example. If you owned 300 shares of Flamemaster you will receive 2 (two) shares of StarBiz Corporation Common Stock Restricted, and a check for the fraction remaining of 60 (sixty) shares of Flamemaster at $1.25 (one dollar and twenty five cents each) or a total of $75.00 USD (seventy five dollars).
The StarBiz Corporation stock will not be registered under the Securities Exchange Act of 1934, and StarBiz will not file periodic reports with the Securities Exchange Commission, including among other things, Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and will not be subject to the SEC's Proxy Rules.
The distribution date was set for December 30th 2003 to shareholders of record December 5, 2003.
The Company makes no opinion regarding the tax consequences of this distribution, and suggests that independent tax advice be obtained concerning this dividend.
Flamemaster Corporation is a specialty chemicals manufacturer servicing the aerospace and defense industries with high performance aircraft sealants and coatings.
The release herein may contain or identify a forward-looking statement. These statements are based on a number of assumptions and estimates, which are inherently subject to uncertainty and contingencies, many of which are beyond the control of the Company and reflect future business decisions, which are subject to change.