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News for 'BTOR' - (Bluetorch Inc. Announces Reverse Split)
LOS ANGELES, March 29, 2005 /PRNewswire-FirstCall via COMTEX/ -- Bluetorch Inc. (OTC Bulletin Board: BTOR) announced today its Board of Directors has approved a 2500-to-1 reverse stock split of the company's common stock.
The reverse split will be effective on Monday, April 11, 2005 to the holders of record of Bluetorch Inc. common stock as of the close of business on March 31, 2005. The new share certificates, evidencing the reverse stock split, will be issued by the company's transfer agent when certificates are physically surrendered, by issuing one new share for every two thousand five hundred shares surrendered, or if part of the DTC System, shares will be automatically adjusted on the same basis. Fractional shares will be issued in connection with the reverse split. Following the reverse split, the company's ticker symbol on the OTC-BB will also change. Once Bluetorch Inc. is informed of its new symbol, a press release will be issued with the new symbol.
Bruce MacGregor, President and CEO of Bluetorch Inc., stated, "As we move forward to execute the direction we disclosed in a Press Release dated March 18, 2005, it is apparent to management and the Board that this re-structuring is required to attract the necessary capital to fulfill the acquisition strategy."
Consistent with this acquisition strategy and following the above reverse split, the Board of Directors has instructed management to discuss with the holders of the Preferred Series C shares the voluntary conversion of approximately 250,000 Preferred Series C shares into common stock; the objective of this process would be to obtain majority shareholder approval for the Company to (i) amend its articles of incorporation to increase the authorized capital, if required, to allow the Company to obtain the required additional capital to pursue its acquisition strategy; and (ii) amend the articles of incorporation to change the name of the Company, in accordance with the settlement agreement between Unboxed Distribution Inc, a Company's subsidiary, and the licensor of the Bluetorch label. The Class C convertible Preferred shares have anti-dilution protection that precludes a reverse split of the Class C Preferred shares, even though all common shares are reverse split. There are a total of 10,000,000 shares of Series C Convertible Preferred shares currently outstanding.
In other news, the Company has signed a Mutual Settlement and Release Agreement with the Airwalk licensor which requires the Company's subsidiary, Total Sports Distribution Inc., to cease the selling and marketing of Airwalk apparel.
About Bluetorch Inc.
As an investment company that has elected to be treated as a "business development company" (BDC) under the Investment Company Act of 1940, Bluetorch Inc. is looking to invest in companies that can demonstrate a history of positive cash flow and economic fundamental values prior to the acquisition. These entities will have the prospect for expansion from their existing profitable base as a result of access to additional capital and/or additional management acumen.
As part of this strategic process, the Company will look for acquisition opportunities in all consumer product categories that have the potential for a positive return on investment, both in terms of current income and capital appreciation.
Investor Contact Information:
Marge Rohr at (909) 861-3244 or investors@bluetorchinc.net, and Geoffrey Eiten, OTC Financial Network, (781) 444-6100 Ex#613 or geiten@otcfn.com.
Safe Harbor:
This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The risks and uncertainties that may affect the operations, performance development and results of the Company's business include but are not limited to fluctuations in financial results, availability and customer acceptance of our products and services, the impact of competitive products, services and pricing, general market trends and conditions, and other risks detailed in the Company's SEC reports.
SOURCE Bluetorch Inc.
CONTACT: Marge Rohr of Bluetorch Inc., +1-909-861-3244, investors@bluetorchinc.net; or
Geoffrey Eiten of OTC Financial Network, +1-781-444-6100, ext. 613, geiten@otcfn.com
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