Ultradata Systems Signs Share Exchange Friday November 10, 4:08 pm ET
NEW YORK, NY--(MARKET WIRE)--Nov 10, 2006 -- Ultradata Systems, Inc. ("Ultradata") (OTC BB:UDTA.OB - News) announced that it has entered into a Share Exchange Agreement with China Organic Health Products, Inc. ("COHP"), a Delaware corporation, the shareholders of COHP, and Jilin Huaren Organic Health Products Co., Ltd ("Huaren"), a corporation organized in the People's Republic of China.
Closing of the share exchange is subject to several conditions. The Agreement provides for the acquisition by Ultradata of 100% of the issued and outstanding capital stock of COHP from the COHP shareholders, which would make COHP a wholly owned subsidiary of Ultradata, in exchange for the issuance of Ultradata common stock and shares of Ultradata's Series D Convertible Preferred Stock. After the transaction, the COHP shareholders would own 85% of Ultradata's equity.
China Organic Health Products, Inc., through its 100%-owned subsidiary, Jilin Huaren Organic Health Products Co., Ltd, is engaged in the research and development, production, and sales of organic foods and healthcare products. Jilin Huaren obtained its organic farming certificate and organic food label from the Organic Food Development Center (OFDC) of China in 2004. It markets its products through a network of 90 distributors and 140 specialty stores that provide logistical support and training to salons, supermarkets, and retail outlets.
Ultradata Systems, Inc. develops, manufactures, and markets hand-held travel information computers and information systems used for locating destinations and trip planning.
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 that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in statements filed 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 the 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.
Note: "On June 1, 2006 Ultradata entered into a Stock Purchase Agreement with Warner Technology, pursuant to which Warner Technology purchased 210,000 shares of Ultradata's Series B Preferred Stock for $210,000 in cash paid on that date. The holder of the Series B shares will be entitled to cast 51% of the votes at any shareholders meeting. Warner will be entitled to convert the Series B stock into 10% of the outstanding Ultradata shares, but only if Ultradata has acquired an operating company during 2006. Otherwise the Series B Preferred Stock will be cancelled. "
So, looks like since they are merging/acquiring then these Series B stockholders will be able to convert those shares into 10% of the o/s.
That's probably not a huge deal, and I doubt those guys would sell all of those shares at once, but interesting nonetheless.
I'll watch this one next week.
Posts: 2741 | From: Seattle | Registered: Feb 2005
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The 10 % + 2 % looks to be a 'commision'. I'm ok with it.
The most interesting part is that they're acquiring a company that must have 2.5 million revenue + 700 K profit pre-tax. Njammmmmmmyyyy.
Out of their 10 QSB
'In the Management Agreement, the Managers agreed that they will approve any corporate acquisition in which (a) the acquired company had not less than $2.5 million in revenue and not less than $700,000 in net pre-tax income in the year ended September 30, 2005, (b) the shareholders of Ultradata at the time of the merger and the holders of the Series C Preferred Stock will, on closing of the acquisition, own not less than five percent of the equity in Ultradata, and (c) there are no other material terms of the corporate acquisition that are objectionable to the Managers.'
On the same date Ultradata and RW Data entered into a Management Agreement with Monte Ross, Ernest Clarke and Mark Peterson (the "Managers"), who were officers and members of Ultradata's Board of Directors prior to June 30, 2006. All directors of Ultradata resigned, and a designee of Warner Technology became the sole director. The Managers agreed to the termination of their employment agreements with Ultradata, and that they would instead assume responsibility for the management of RW Data, Inc. The Managers undertake to use their best efforts to effect a sale of the assets of RW Data during 2006.
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