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Citadel Security Software, a CT Holdings Subsidiary, Announces That it Has Filed an Amendment to its Form 10-SB Registration Statement for Planned Spin-Off Distribution
Citadel Security Software is Now a Reporting Public Company With Spin-Off Planned to Occur Following Completion of SEC Review Process
DALLAS, March 11 /PRNewswire-FirstCall/ -- Citadel Security Software Inc., a subsidiary of CT Holdings, Inc. (OTC Bulletin Board: CITN), announced today that it has filed an amendment to its Form 10-SB with the Securities and Exchange Commission in connection with its proposed spin-off from CT Holdings. The amendment was filed in response to the comments received from the SEC and includes audited financial statements for the year ended December 31, 2002. Under the SEC's regulations, Citadel is now a reporting public company because 60 days have elapsed from the date of the original filing of the Form 10-SB.
The board of directors of CT Holdings has approved a pro rata distribution to CT Holdings stockholders of 100% of the outstanding shares of common stock of Citadel Security Software Inc. which is currently a wholly owned subsidiary of CT Holdings. Citadel will own and operate the security software business of CT Holdings as an independent publicly traded entity following the distribution. Following the distribution, CT Holdings' Stockholders will continue to own their shares of CT Holdings as well as the new shares of Citadel. The distribution remains subject to SEC effectiveness of the Form 10-SB registration statement.
Each CT Holdings stockholder as of the record date for the distribution, will receive one Citadel share for every four CT Holdings shares held on that date. It is anticipated that Citadel's shares will trade on the Over The Counter Bulletin Board market, under a symbol to be assigned prior to the commencement of trading.
The information statement and amendment that were filed with the SEC describes the distribution and provides important financial and other information about Citadel Security Software, including risk factors related to Citadel Security Software and the distribution.
The record date for the spin-off will be announced upon receipt of SEC effectiveness of the registration statement. Upon effectiveness of the required Form 10 SEC filing, CT Holdings will distribute all of its shares of Citadel Security Software to CT Holdings shareholders of record on the record date.
About Citadel Security Software
Citadel Security Software develops, markets and licenses computer security and privacy software for one of the fastest growing segments today -- security inside the firewall. These products enable companies to enforce security policies from a single point of control across all Windows and NetWare platforms. Citadel security software remediates vulnerabilities and secures confidential information, applications, and systems from unauthorized access, worms, and other security vulnerabilities. The products specifically enforce policies recently mandated by HIPAA and Gramm-Leach-Bliley legislation for the health care and financial industries. Citadel's clients include IBM Global Services, Merrill Lynch, the U.S. Navy and several large health care companies.
Further information about Citadel Security Software and its products can be accessed at its web site, www.citadel.com .
About CT Holdings
CT Holdings, Inc. develops and markets its Citadel Security Software line of desktop and network security software, and also acts as a developer of early stage companies, including Parago and River Logic.
Safe Harbor/Forward-looking Statements:
Except for the historical information contained herein, this news release contains forward looking statements that are subject to risks and uncertainties, including risks associated with the distribution, lack of Citadel Security operating history, and the uncertainty of profitability of Citadel Security. These and other risks are detailed from time to time in CT Holdings' SEC reports, including the report on Form 1O-KSB for the year ended December 31, 2000 and its most recent Form 10-QSBs, as well as in the Registration Statement on Form 10-SB and the Amendment, filed by Citadel Security Software in connection with the proposed distribution.
CONTACT: Steven B. Solomon of Citadel Security Software, Inc., +1-214-520-9292, ext. 306, ssolomon@citadel.com
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SOURCE Citadel Security Software Inc.
/CONTACT: Steven B. Solomon of Citadel Security Software, Inc.,
+1-214-520-9292, ext. 306, ssolomon@citadel.com /
/Web site: citadel.com / |
