FCCN ( .028 )Franchise Capital Corporation Announces Resignation of Directors in Advance of Aero Exhaust Acquisition Market Wire "US Press Releases " MURRIETA, CA -- (MARKET WIRE) -- 10/02/07 -- Franchise Capital Corporation (PINKSHEETS: FCCN) today announced that two of the company's directors have submitted their resignations to the Board as part of the management transition in advance of the close of Franchise Capital's pending acquisition of Aero Exhaust. The resignations will be included in an upcoming Current Report on Form 8-K filed with the Securities and Exchange Commission . Directors Jim Bickel and Gary Nerison have tendered their resignations, which have been accepted by Robert McCoy, the chairman and sole remaining member of the Board. New directors are expected to be named within the next several days. Mr. Bickel and Mr. Nerison have served Franchise Capital as independent directors since January 2, 2007 , when they were appointed to assist with the management and oversight of the company as it executed its acquisition of Aero Exhaust. In addition to serving as directors, Mr. Bickel served as chairman of the investment committee and as a member of the audit committee, and Mr. Nerison served as chairman of the audit committee and as a member of the investment committee. "Mr. Bickel and Mr. Nerison served the company and its shareholders very well during the transition period from 'shell' company up to the point that we are preparing for the close of our acquisition of Aero Exhaust," stated chief executive officer Steven R. Peacock. "Their experience and understanding of the public company arena has made the management of this process much easier, and we would like to thank them for their service to Franchise Capital." "We look forward to the appointment of new directors to serve Aero Exhaust as it moves forward as the operating entity within the public company. We are confident that the new Board members will serve the company as well as Mr. Bickel and Mr. Nersion have," Mr. Peacock added. Aero Exhaust (www.aeroexhaust.com) is a leader in performance exhaust airflow technology and NASCAR Performance Partner. Franchise Capital, a fully reporting "shell" company, has been positioned to serve as the public vehicle for Aero Exhaust and has provided $1.9 million in financing in the form of a commercial loan to Aero as part of the transaction. The value of the loan and any accrued interest are convertible into Aero Exhaust common stock at the time the share exchange closes. To sign up to receive information by email directly from Franchise Capital Corporation , including notices when the company issues future investor newsletters, please visit http://www.franchisecapitalcorp.net. About Aero Exhaust: Aero Exhaust is a world leader in performance exhaust airflow technology, manufacturing and distributing the most technologically advanced muffler on the market. Its product lines are built to the highest industry standards and offer the consumer a lifetime warranty. Aero Exhaust has been issued U.S. and Australian patents on its innovations and development in the exhaust industry, and its mufflers are available worldwide through major retailers, mass merchant centers, automotive aftermarket supply stores and wholesalers. Aero Exhaust mufflers are an exclusive National Association for Stock Car Auto Racing (NASCAR) Performance product and carry the prestigious NASCAR brand on product, packaging and related media. NASCAR legend Rusty Wallace is the official spokesperson for Aero Exhaust products. Additional information on Aero Exhaust's products, race team, and motorsports ventures can be found on its corporate website, www.aeroexhaust.com. Safe Harbor Statement: The statements in this release that relate to future plans, expectations, events, performance and the like are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results or events could differ materially from those described in the forward-looking statements due to a variety of factors, including the lack of funding, inability to complete required SEC filings, and others set forth in the Company's report on Form 10-K/A for fiscal year 2006 filed with the Securities and Exchange Commission . CONTACT: Gemini Financial Communications, Inc. A. Beyer 951-677-8073 Email Contact
Franchise Capital Corporation Announces Appointment of New Directors Franchise Capital Corporation (PINKSHEETS: FCCN) today announced the planned appointment of two new directors, Bryan Hunsaker and Robert McMichael, to fill the vacancies created by the pending resignations of Jim Bickel and Gary Nerison.
Mr. Hunsaker and Mr. McMichael will comprise two-thirds of the Board of Directors that will provide leadership and oversight for the company after the close of the acquisition of Aero Exhaust, Inc. Once the appointments take effect, the Franchise Capital Board of Directors will consist of Mr. Hunsaker, Mr. McMichael and Robert McCoy, who currently serves as chairman.
"We look forward to the appointment of new directors to serve Aero Exhaust as it moves forward as the operating entity within the public company. We are confident that the new Board members will serve the company as effectively as Mr. Bickel and Mr. Nerison have," Mr. Peacock added.
Bryan Hunsaker has served as chairman and chief executive officer of Aero Exhaust, Inc. since 2002. In that capacity, he negotiated and executed a multi year contract with NASCAR legend Rusty Wallace for the endorsement of the Aero product. Mr. Hunsaker negotiated and executed a multi-year contract for Aero Exhaust to serve as primary sponsor of the Morgan-McClure Motorsports #4 NEXTEL Cup team as well as negotiating and executing an extensive multi-year contract with NASCAR as an exclusive NASCAR Performance partner. During Mr. Hunsaker's tenure with Aero Exhaust, he oversaw the reengineering of existing product lines and the development of multiple synergistic product lines. He developed international manufacturing relationships and innovative manufacturing techniques for Aero Exhaust products. Under his leadership, product manufacturing costs were reduced by 300%. Mr. Hunsaker developed and implemented national media and advertising campaigns, which included television, print and other media. Under Mr. Hunsaker's direction, Aero Exhaust established a strong identity, purpose, and direction, as well as a national market presence.
Robert McMichael has over 15 years of communications, information technology and Internet industry experience. He as been a communications and technology consultant to Fortune 50 companies, keynote speaker, guest lecturer at top MBA schools and was a pioneer introducing key products into the Application Service Provider (ASP), Voice Portal, and mobile communications industries. Mr. McMichael has developed strategic relationships with industry-leading companies, including Hewlett-Packard, Intel, IBM, EDS, Verizon, Sprint and Oracle to introduce next-generation services to wireless carriers. Mr. McMichael continues to be retained by and consults with Fortune 1000 and micro-cap companies to develop acquisition, business development and executive strategies. Currently, Mr. McMichael is leading one of the most innovative communication companies in the country and serves on Aero's Board of Directors.
The Board appointments will be included in an upcoming Current Report on Form 8-K filed with the Securities and Exchange Commission.
Mr. Bickel and Mr. Nerison, who served on the Board to assist with the acquisition of Aero Exhaust, resigned as part of the management transition in advance of the acquisition close.
"The appointment of Mr. Hunsaker and Mr. McMichael is another important step in the management transition for Franchise Capital in advance of the close of its acquisition of Aero Exhaust," stated chief executive officer Steven R. Peacock. "Mr. Hunsaker has functioned as chairman and CEO of Aero Exhaust over the past 5 years, and we have a great deal of confidence in his leadership abilities. Mr. McMichael is extremely familiar with Aero having served as a Board member and will provide excellent guidance for the public company.
"We look forward to completing the remaining steps necessary to effect the close of this transaction, and we will continue to communicate with shareholders throughout the process," Mr. Peacock added.
Aero Exhaust (www.aeroexhaust.com) is a leader in performance exhaust airflow technology and NASCAR Performance Partner. Franchise Capital, a fully reporting "shell" company, has been positioned to serve as the public vehicle for Aero Exhaust and has provided $1.9 million in financing in the form of a commercial loan to Aero as part of the transaction. The value of the loan and any accrued interest are convertible into Aero Exhaust common stock at the time the share exchange closes.
To sign up to receive information by email directly from Franchise Capital Corporation, including notices when the company issues future investor newsletters, please visit http://www.franchisecapitalcorp.net.
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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Who's to say these shares are not going to be assigned to the new CEO when announced that Peacock is outta there for someone that knows how to run a publicly traded co.
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posted
Franchise Capital Corporation Announces Close of Acquisition of Aero Exhaust, a World Leader in Automotive Exhaust Technology and NASCAR Performance Partner Market Wire - October 04, 2007 7:23 PM ET
Related Quotes Symbol Last Chg FCCN Trade 0.026 -0.001 Real time quote.
Franchise Capital Corporation (PINKSHEETS: FCCN) today announced the close of its acquisition of Aero Exhaust, Inc., a world leader in performance exhaust airflow technology and NASCAR Performance Partner. Franchise Capital and Aero Exhaust have effected the exchange of shares necessary to close the acquisition.
As a part of the close of the acquisition, Franchise Capital has also announced that the balance of the debenture owed to Golden Gate Investors as part of a debt obligation that dated back to June 2004 has been satisfied, and the escrow account set up as part of the settlement has been closed.
With the entire debenture redeemed, approximately 400,000,000 shares of restricted common stock that remained in escrow are being returned to the company's treasury for cancellation.
Details of the satisfaction of the debenture and close of escrow will be included in an upcoming Current Report on Form 8-K filed with the Securities and Exchange Commission. The Form 8-K is expected to be filed by October 11, 2007.
The definitive agreement between Franchise Capital and Aero Exhaust was executed in January 2007, and at that time, Franchise Capital announced that it expected to exchange up to 95% of its total issued and outstanding capital stock in exchange for all of Aero Exhaust's issued and outstanding shares. Franchise Capital provided $1.9 million in financing in the form of a commercial loan to Aero as part of the transaction. The value of the loan and any accrued interest were converted into Aero Exhaust common stock as part of the share exchange, which increased the percentage of the public company's issued and outstanding common stock retained by Franchise Capital shareholders. The final number of shares exchanged, including the additional percentage retained by Franchise Capital shareholders, will be included in the upcoming Form 8-K filing.
"We are extremely pleased to report the successful close of Franchise Capital's acquisition of Aero Exhaust, completing a process that was initiated over 9 months ago," commented chief executive officer Steven R. Peacock. "It was our expectation when Aero Exhaust was first identified as the acquisition target for Franchise Capital that the close would be a highly anticipated event in our shareholder community, and we are confident that the close will be greeted with enthusiasm by Franchise Capital stockholders.
"Although the details of the share exchange, including the additional percentage of the issued and outstanding common stock retained by Franchise Capital stockholders, will be disclosed next week in the 8-K filing, I do believe that we have secured a percentage of the public company that will position our current shareholders to benefit from the long-term growth of Aero Exhaust.
"We are also pleased to announce the payoff of the debt obligation entered into by previous management and that approximately 400 million shares of common stock are being returned to the company's treasury for cancellation. Payoff of this debt was an essential element of the clean up of Franchise Capital to make it the appropriate public vehicle for Aero Exhaust.
"We expect there to be frequent updates on the transition process over the next several days, including an introduction of the management team that will lead the company from this point forward. We believe that this new management team is as committed as we have been to consistent and substantive communication with shareholders, and we expect them to provide as much information as possible to keep the public markets informed during this transition period and into the future as Aero moves forward as a public company," Mr. Peacock added.
To sign up to receive information by email directly from Franchise Capital Corporation, including notices when the company issues future investor newsletters, please visit http://www.franchisecapitalcorp.net.
About Aero Exhaust:
Aero Exhaust is a world leader in performance exhaust airflow technology, manufacturing and distributing the most technologically advanced muffler on the market. Its product lines are built to the highest industry standards and offer the consumer a lifetime warranty. Aero Exhaust has been issued U.S. and Australian patents on its innovations and development in the exhaust industry, and its mufflers are available worldwide through major retailers, mass merchant centers, automotive aftermarket supply stores and wholesalers. Aero Exhaust mufflers are an exclusive National Association for Stock Car Auto Racing (NASCAR) Performance product and carry the prestigious NASCAR brand on product, packaging and related media. NASCAR legend Rusty Wallace is the official spokesperson for Aero Exhaust products. Additional information on Aero Exhaust's products, race team, and motorsports ventures can be found on its corporate website, www.aeroexhaust.com.
Safe Harbor Statement: The statements in this release that relate to future plans, expectations, events, performance and the like are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results or events could differ materially from those described in the forward-looking statements due to a variety of factors, including the lack of funding, inability to complete required SEC filings, and others set forth in the Company's report on Form 10-K/A for fiscal year 2006 filed with the Securities and Exchange Commission.
CONTACT: Gemini Financial Communications, Inc. A. Beyer 951-677-8073 Email Contact
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quote:Originally posted by cassity: What's up now smelly and homer...did they just close the aquisition just like they said they would. Now you guys can go talk chit else where.
quote:Originally posted by cassity: What's up now smelly and homer...did they just close the aquisition just like they said they would. Now you guys can go talk chit else where.
dude, talk sh!t? I just trade this pos.
I'm glad this happened because now this should start slowing running until the 8k comes out next week.
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quote:Originally posted by cassity: What's up now smelly and homer...did they just close the aquisition just like they said they would. Now you guys can go talk chit else where.
dude, talk sh!t? I just trade this pos.
I'm glad this happened because now this should start slowing running until the 8k comes out next week.
Is it the 8K that will make this really go?
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quote:Originally posted by Lockman: Hey Cassity I've been in this for quite a while, I believe you did most of the early DD. Thanks
NP, just been lurking for the last few months, since most of what was being posted about was speculation. The coming days should be very exciting....GLTY
I've found stocks usually run up to a big event/pr/filing. On the day of, the stock usually runs outta steam and trails off. I don't see why this is any different.
GGI gone, should go into 04's I would expect.
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