SUN VALLEY, Calif., Feb. 25, 2004 (PRIMEZONE) -- Flamemaster Corporation (Nasdaq:FAME) today reported that the holders of a majority of the outstanding shares of Flamemaster Corporation have, pursuant to the written consent of more than 65.6% of the outstanding shares, agreed to a reorganization of The Company in lieu of a special meeting of stockholders.
The Flamemaster Corporation will distribute one share of common stock in Flamemaster Aerospace Corporation for every 50 (fifty) shares of Flamemaster held on the record date of March 02, 2004. The stock to be distributed will be restricted stock bearing a legend and will constitute the manufacturing operations of the Company and most of the assets.
The remaining assets, the public entity and the Company's trading symbol "FAME" will be merged with Cyberhotline Corporation on a one to one basis. Cyberhotline is an on line Internet service provider operating throughout the United States and Canada including Alaska and Hawaii.
The holders of fewer than 50 (fifty) shares will not receive shares in Flamemaster Aerospace Corporation, but receive cash in lieu of fractions at the rate of $175.00 (one hundred seventy-five dollars) per Flamemaster Aerospace share/s or $3.50 (three dollars fifty cents) per Flamemaster share.
Shares in Flamemaster Corporation will become shares in Cyberhotline on the effective date.
Flamemaster will issue approximately 1,535,000 (one million five hundred thirty five thousand) shares to acquire the assets and operations of Cyberhotline.
Flamemaster Aerospace will continue operating the current Flamemaster operations, but will not be a reporting company.
The Flamemaster Aerospace stock will not be registered under the Securities Exchange Act of 1934. This means that The Company will not file periodic reports with the Securities Exchange Commission including, among other things, annual reports on Form 10 KSB and quarterly reports on Form 10 QSB
The distribution date will be on or about March 30, 2004 or 21 days from date of first mailing of information statements to shareholders of record March 2, 2004. It is intended that the merger shall qualify as"reorganization" within the meaning of Section 368 (a) of the Internal Revenue Code of 1986.
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.