hahahahahaha
it might have been ,NOW
they have a new Weapon
called a Paser! -NG- lol
March 18, 2004 08:32 AM US Eastern Timezone
U.S. Home & Garden Completes Merger With Ionatron
SAN FRANCISCO--(BUSINESS WIRE)--March 18, 2004--U.S. Home & Garden Inc. (OTCBB: USHG.OB) and Ionatron today announced that they have completed the merger of their companies that was announced on February 25, 2004. Ionatron Inc., based in Tucson, Arizona, is a privately held development stage company that has developed and tested a proprietary new Directed Energy Weapon technology with both lethal and non-lethal capabilities.
To complete the merger, U.S. Home & Garden issued 48,452,249 shares of its common stock in exchange for all of the outstanding common stock of Ionatron Inc. These new shares represent approximately 66% of U.S. Home & Garden's outstanding common stock, on a fully diluted basis. Pre-merger U.S. Home & Garden stockholders now own approximately 34% of the combined companies after the merger. The net proceeds after transaction costs were approximately $9.0 milliion.
Robert Howard, Thomas C. Dearmin, David Hurley, George Farley and James Harlin have been elected as the new directors of U.S. Home & Garden. In addition, the Company intends to elect Admiral Thomas Steffens (RET) as a member of its Board. Robert Howard, co-founder of Ionatron, has been named Chairman of the Board and Secretary, Thomas Dearmin, co-founder of Ionatron, has been named President, Chief Executive Officer and Chief Financial Officer, and Joseph Hayden and Stephen William McCahon have each been named a Vice President. All of the former U.S. Home & Garden directors and officers have resigned, including Robert Kassel, its former Chairman and Chief Executive Officer.
The Company intends to change its corporate name to "Ionatron Inc." and to request a change in its OTC symbol to reflect this change.
Commenting on the merger, Mr. Dearmin said, "We are very excited about our new public company status and believe that this transaction bolsters Ionatron's position as an emerging leader in the development of new technology for use as a Directed Energy Weapon system. The Company now has the strategic, operational and financial flexibility that comes with being a publicly traded company with a significant cash position to fund the implementation of its business plan. We also are very proud of the management and scientific team Ionatron has assembled. Our entrepreneurial leaders are skilled in successfully transitioning new technology to large commercial applications and in business development. Our scientific and engineering personnel have extensive experience working for large defense contractors in the Directed Energy Weapons area. We believe this is precisely the right combination of skills and experience needed to develop and commercialize this new technology of ours, in a timely and cost effective manner. We are completely focused on accelerating the advanced development and prototype manufacturing needed to enable this new technology to be fielded for use by the United States and its allies and to capture what we believe is a major market and value-creating opportunity."
Mr. Howard, the Company's Chairman, stated, "This merger now permits our company to expeditiously proceed with the development and implementation of this novel technology, which will hopefully reduce the need and desire for the use of guns and bullets as defensive weapons."
About Ionatron Inc.
Ionatron Inc. is a privately held development stage company that has developed and tested a proprietary new Directed Energy Weapon technology, which, in a non-lethal mode, can direct electrical discharges through the atmosphere to disable vehicles, such as cars, trucks or boats, without harming the vehicles' occupants. These discharges can also shut down electronic and communications equipment. When fully developed, this technology will also have the capability of stunning personnel, in a manner similar to a common TASER(R) -- but in a wireless manner and over much longer distances. Ionatron has already commenced the production of a limited number of prototypes for customer evaluation and testing within the customers' specific environments and missions. Ionatron believes its technology is superior to many of the other Directed Energy technologies in development, due to its low average power requirements and potential compact size. Ionatron's technology is also multifunctional in capability, with various military, homeland defense and law enforcement applications. Ionatron has recently secured several US Government contracts and had its technology funded as a line item in the 2004 DOD Defense Budget. Ionatron expects to use the cash from the merger to accelerate its technology development and prototyping activities.
Ionatron was a 2001 vision of its co-founders, Robert Howard, Ionatron's Chairman, and Thomas Dearmin, its President/CEO, who formulated the idea to create a novel, lower power Directed Energy Weapon system capable of addressing the new worldwide security threats. Mr. Dearmin's high power solid state and semiconductor laser experience, along with Mr. Howard's proven ability to envision, create, manufacture and market new technologies, has established Ionatron as an emerging leader in the field of Directed Energy Weapons products.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
Certain statements contained in this News Release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any futures results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the risks of uncertainty of patent protection; the risks of uncertainty of strategic alliances; the risk and uncertainty of management tenure; the impact of third-party suppliers' manufacturing constraints or difficulties; management's ability to achieve business performance objectives, market acceptance of, and demand for, the Company's products, and resulting revenues; development of technology and manufacturing capabilities; impact of competitive products and pricing; litigation and other risks detailed in the company's filings with the Securities and Exchange Commission. The words "looking forward," "believe," "demonstrate," "intend," "expect," "estimate," "anticipate," "likely" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Ionatron undertakes no obligation to update any forward-looking statements contained in this news release.
Contacts
Cameron Associates
Investor Relations
Kevin McGrath, 212-245-4577
kevin@cameronassoc.com |
