FORT WALTON BEACH, Fla., March 4, 2005 (PRIMEZONE) -- Spectrum Sciences & Software Holdings Corp. (OTCBB:SPSC), highly focused on homeland security through the provision of full-service, quality solutions to complex and diverse government initiatives, announced today the completion of the acquisition of Coast Engine and Equipment Company, Inc. (CEECO), a Florida based company. CEECO is a profitable operation, which provides a diversified array of ship repair, metal fabrication, and design services to both commercial and governmental clients. William Ham, President and CEO, stated, "We will expand current CEECO operations, use the facility to accommodate existing and future Spectrum projects and, thanks to the strategic Cape Canaveral location, be better positioned to pursue more contracts." Ham continued, "This acquisition is a positive step for Spectrum, as we continue to execute our stated business objectives. It was important to us to keep management in place and that was accomplished. We will enhance and aggressively expand on what CEECO has already accomplished, with clients such as the U.S. Navy, Disney Cruise Lines, the U.S. Coast Guard and Rinker Cement. Our objectives of providing unique services and products, while delivering unparalleled quality, service and value, will be furthered by this acquisition."
Summary of material payment terms for the acquisition of CEECO:
-- $300,000 cash payment at the closing of the acquisition.
-- Year 1 - cash payment equal to a multiple of three (3) times the
EBITDA (Earnings Before Interest, Tax, Depreciation and
Amortization) of CEECO for the first year after closing, not to
exceed $200,000.
-- Year 2 - payment of restricted Spectrum common stock equal to
a multiple of three (3) times second year EBITDA, not to exceed
$200,000 worth of such stock.
-- Year 3 - payment of restricted Spectrum common stock equal to
a multiple of three (3) times third year EBITDA, not to exceed
$200,000 worth of such stock.
-- Signed employment contracts by key personnel of CEECO.
The complete agreement is available as an exhibit to the Report on Form 8-K filed by Spectrum with the Securities and Exchange Commission. The agreement is also available on our website at www.specsci.com/sec_filings.asp
About CEECO
Coast Engine and Equipment Company, Inc. has been in business and operated by its current owners since March 1, 1991. Its 15,000 sq ft facility is located in a prime location on Florida's east coast in world famous Port Canaveral, the second busiest cruise ship port in the world and a seaport commended for having a level of security comparable to an airport by U.S. Secretary for Homeland Security, Tom Ridge. This location is centrally positioned providing access to Patrick Air Force Base, Kennedy Space Center, six cruise terminals, and Cocoa Beach, and is less than an hour from Orlando. CEECO's specialties include a full array of electrical and electronic repair, equipment and machinery repair and overhaul, HVAC and refrigeration servicing and repair, pipe fabrication and installation, certified welding services, metal and sheet metal fabrication and installation, custom insulation services, custom flooring services and machinery. The custom machine shop employs skilled craftsmen, provides engineering and design support, mobile welding and fabrication shop along with onsite and in-house management teams. Long-term customers include the U.S. Navy, the U.S. Coast Guard, Military Sealift Command, Rinker Cement Plant and Disney Cruise Lines.
About Spectrum Sciences & Software Holdings Corp.
Spectrum Sciences & Software Holdings Corp. is highly focused on Homeland Security through the provision of full service, quality solutions to complex and diverse government initiatives. Spectrum is dedicated to providing innovative, dependable and cost-effective products and services to a broad range of government customers and is headquartered in Fort Walton Beach, Florida. Founded in 1982, the company currently has over 130 employees. Primary markets include engineering services, operation, maintenance, information technology and manufacturing. Spectrum provides and maintains Software Model Development and Safety Footprint Development to the United States Air Force, the United States Army, the United States Navy and many of our allied nations. The Information Technology Division provides a full range of IT services including web site development and hosting, software development and GIS services. The company's manufacturing division is ISO 9001/2000-qualified and provides a broad array of services for both commercial and Department of Defense customers. To find out more about Spectrum, visit our website at http://www.specsci.com.
Cautionary Statement
This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, risks set forth in documents filed by the company from time to time with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of, the Company, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.