CBTK info- Really sounds like a great deal.
Last news here----
Tuesday March 14, 1:26 pm Eastern Time
Company Press Release
SOURCE: Campbell Technologies Inc.
Campbell Technologies launches Internet private labeling program with Trade Secrets
VANCOUVER, March 14 /CNW-PRN/ - Campbell Technologies and its wholly owned subsidiary Imaginet Communication Group, Inc. announced today the completion of an
agreement for the exclusive provision of services to Trade Secrets Financial Network, LLC. of Scottsdale, AZ. Trade Secrets, a firm specializing in seminar-based investment strategy
and options trading education, has hired Imaginet to begin construction on their Web Portal. The Web Portal, which will contain all financial and research tools required by serious
investors, will become the core of Trade Secrets web marketing strategy. The services will be offered on a subscription basis to all current and past Trade Secrets seminar attendees,
representing a pool of over 40,000 potential customers. In addition, under the terms of the agreement, Trade Secrets will offer Imaginet-provisioned free and/or low cost Internet dial up
and other connectivity services to their customer base in conjunction with the launch of their Web Portal as part of their overall web strategy and ``push'' marketing of their Portal. Michael
Coderre, Campbell President and CEO said, ``We have been patiently and diligently working on this agreement for several months because it is a very important first step in Imaginet's
affinity and private labeling Internet program. We believe the future of dial-up Internet services is in the provision of such on a wholesale or private label level. By positioning Imaginet's
existing infrastructure on this level, we remove ourselves from significant direct retail competition in the marketplace by being the wholesale supplier to those companies wishing to use
Internet dial-up service as a marketing ``loss leader''. Trade Secrets intends to ship over 60,000 setup CD's for their Portal Launch, all of which will have a low cost or free Internet
dial-up offer in conjunction with their Web Portal. We are very excited at the significant revenue potential this will represent for our company, and the benchmark it will set as we pursue
many new similar opportunities.''
The Trade Secrets Web Portal is scheduled for completion in mid to late May with subscription drives beginning in April.
March 22, 2000
Dear Campbell Technologies Shareholders,
I am writing you on behalf of the company to gain shareholder approval for the disposition of Imaginet Communication Group Inc.?s franchised locations in order that the company may concentrate its efforts on the lucrative field of ubiquity or private labeled services. As was announced in Campbell?s press release during the week of March 12, 2000, Campbell?s first agreement for provision of such services was signed with Trade Secrets Financial Network, LLC. of Scottsdale, AZ. This revised letter and corresponding consent resolution supersedes the previous letter sent February 14, 2000.
Sale of Canadian Franchise Agreements
Campbell Technologies, Inc.?s subsidiary Imaginet Communication Group Inc. was approached in December of 1999 by Toronto, Ont. based, ITCanada Inc., with regards to the purchase of Imaginet?s Canadian contingent of franchises. ITCanada is a group whose business model is to aggregate or consolidate various small to medium sized ISP?s within Canada in order to ultimately form the largest Internet Service Provider in Canada. The company hopes to aggregate approx. 250,000 to 500,000 subscribers by purchasing the smaller ISP?s currently servicing these customers. This strategy is commonly referred to as a "roll-up" strategy. ITCanada is offering the ISP a multiple of 1.75 times recurring annual revenue. The payment to each vendor will be 50% of the purchase price in cash and 50% of the price in stock at the strike price determined on the day of the IPO. With binding "option to buy" agreements from the ISP?s in hand, the group intends to launch an IPO on the NASDAQ exchange on or about April 1, 2000. To date the group has successfully negotiated to capture approx. 240,000 subscribers in its first roll-up sweep. The intended structure of the sale as proposed by ITCanada and Campbell management is as follows:
(a) The sale of the franchises? customer bases will be "brokered" through Campbell/Imaginet management. Accordingly, Campbell/Imaginet would "sell" these franchises at a 2 times multiple of annual revenue to ITCanada. This would create an profit margin for Campbell of approx. 0.25 times revenue. The intent of this arrangement is to compensate Campbell for its loss of royalty revenue in the future. This compensation would be paid in stock (one year restriction) in ITCanada. The franchised locations involved will be London, Ont., Calgary, AB., Edmonton, AB., Victoria, BC., Vancouver, BC., Chilliwack, BC., Abbottsford, BC., Langley, BC., Surrey, BC. Corporate locations to be sold will be Barrie, Ont. and Toronto, Ont. All locations named represent "base locations" and include all "feeder" locations within local calling distance.
(b) Campbell will additionally charge its franchisees a "closing / release fee" equal to 10% of the published multiple of 1.75 times annual revenue. These amounts to be paid to Campbell in 50% cash and 50% stock
(c) Campbell will sell all assets in its last two "corporate" stores located in Barrie, Ont and Toronto, Ont. , collecting full payment on the sale at 2 times multiple of annual revenue in 50% cash and 50% stock.
In total, the estimated Campbell/Imaginet proceeds from sale of its Canadian franchises are as follows:
Item Sold Cash Stock
Corporate Stores
$192,000
$192,000
CBTK Royalty Compensation (.25 multiple paid to CBTK by the Purchaser)
$471,000
CBTK Closing/Release Charges (charged to franchisees)
$112,350
$112,350
Totals
$364,350
$835,350
Grand Total (Cash and Stock)
$1,199,700
*NOTE: Campbell?s Total Gain in this transaction is approximately equivalent to 40 months of total gross revenue currently generated by franchise royalties and Imaginet corporately owned locations. All amounts in CND dollars.
The reasons this sale is being contemplated and presented to shareholders for approval is as follows:
(a) Campbell?s subsidiary Imaginet continues to operate at a deficit. Campbell can no longer sustain the cash deficit, as well as service the accumulated debt of Imaginet.
(b) The Canadian market is too small for Imaginet to open sufficient franchises to support the infrastructure requirements of the company.
(c) The "retail" connectivity market is becoming very competitive and very saturated. While established franchises can maintain their market share, it is becoming virtually impossible for a startup company to make a mark amongst its competition. Accordingly, this fact places disproportionate stress on the company for support.
(d) Accordingly, Campbell?s and Imaginet?s management have already made the decision to concentrate on the wholesale, privately branded/labeled provision of its services both in the US and Canada, as well as propagation of its agent sales under a common brand.
(e) The cash and stock proceeds generated from the sale will total approx. $1.2M CDN. This is equivalent to approx. 3.3 years of Imaginet Head Office revenue based on current conditions. The intent of the sale from management?s perspective is to substantially improve the company?s balance sheet by providing the financial resources to offset and settle most or all of its accumulated debt, making it essentially debt free and well capitalized moving forward with its re-purposing of the infrastucture for its private label and agent sales programs.
Please sign the following consent form showing your approval of the transaction described above.
WRITTEN CONSENT RESOLUTION BY SHAREHOLDERS
CAMPBELL TECHNOLOGIES, INC.
March 22nd, 2000
The undersigned, who, collectively, are the holders of, or persons duly designated to vote, more than a majority of the outstanding common stock of Campbell Technologies, Inc., a Nevada corporation ("Corporation") in accordance with the provisions of N.R.S. Section 78.320.2, and in lieu of a meeting of stockholders, do hereby consent to and approve the adoption by the stockholders of the corporation of the following Resolutions, approving action duly taken by the Board of Directors of the Corporation effective March 10, 2000
1. Waiver of Notice and Consent to Adoption of Resolutions.
Notice of a meeting or meetings to consider the foregoing corporate actions is hereby waived under the provisions of N.R.S. Section 78.320.1 and each of the undersigned, together being the holders of more than a majority of the outstanding common capital stock of the Corporation, consents to and approves adoption of the above Resolutions effective February 1, 2000.
2. Counterparts, Facsimiles considered as Originals.
This Resolution may be signed in counterparts and facsimile copies shall be considered as having the full force and effect of originals.
Total Shares Issued and Outstanding as of February 1, 2000: 21,927,305
____________________________________________ ____________
Shareholder Name Shares Owned
____________________________________________ ____________
Signature Date
Cheers
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