News on UMEM Spin Off
Wareforce.com Announces Intent to Spin Off uMember.com to Shareholders; uMember.com Stock Dividend To Be Distributed To Wareforce.com Shareholders
LOS ANGELES--(BUSINESS WIRE)--March 29, 2000--Wareforce.com Inc. (OTCBB: WFRC), a leading provider of information technology (IT) systems, technical services and e-commerce solutions, announced today that the Company's Board of Directors has authorized the distribution of a uMember.com Inc. (OTCBB: UMEM) stock dividend to Wareforce.com shareholders. Payment of the dividend ("dividend shares") is contingent upon certain events, including, but not limited to, resolution of certain legal and tax issues and compliance with all regulatory requirements.
Wareforce.com intends to set a definitive record date for Company shareholders to qualify for the dividend shares during Q2, 2000.
The Company's tax and legal counsel have notified management that such a distribution would likely create a taxable event for Wareforce.com and its shareholders. The Company may seek to offset a portion of any resulting tax liability to it against any tax loss carryforwards it may have.
The Company also expects to request of uMember.com that all or a portion of the dividend shares be registered in a future filing with the Securities and Exchange Commission (SEC) prior to the commencement of any distributions. If the registration statement filed with the SEC covering the dividend shares is not deemed effective in a timely manner, then no such distribution will take place. A distribution of dividend shares will only occur when and if such shares are eligible for open market sales via an effective SEC registration statement.
Company management intends to schedule the distribution of the uMember.com dividend shares over time, in an effort to potentially offset certain negative tax and market conditions that may arise from a one-time distribution. Terms of the scheduled distribution, the setting of a qualifying record date for shareholders, and other matters relating to the distribution, will be disclosed in future Company press releases.
About Wareforce.com
Wareforce.com, with headquarters in El Segundo, California, is a leading provider of IT systems, technical services and e-commerce solutions to government organizations, educational institutions, and small, middle-size and Fortune 1000 companies. Through nine months ended September 30, 1999, Wareforce.com recorded $108 million in sales.
Wareforce.com has integrated its $2 billion virtual warehouse featuring 140,000 computer-related products with the Commerce One MarketSite(TM) Global Trading Portal, the U.S. portal for exchanging goods and services among businesses worldwide. This allows customers immediate access to one of the most comprehensive online inventories of IT products available today. Wareforce.com is committed to provide B2B e-commerce solutions using open industry standards. By adopting XML as the standard interface with internal ERP systems, Wareforce.com provides a complete, seamless integration with leading online procurement technologies.
Wareforce.com is located on the World Wide Web at www.wareforce.com.
About uMember.com
uMember.com is an e-commerce company that enhances membership organizations with the power of online shopping, auctions, consumer and community services. uMember.com helps organizations build "e-relationships" with their members through engaging and interactive online communities featuring chat rooms, bulletin boards, news, classified ads, entertainment and personal interest channels.
uMember.com is located on the World Wide Web at www.umember.com.
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. There can be no guarantee that the tax and/or legal issues regarding the distribution will be resolved, or that any uMember.com shares will be issued as a dividend. There can be no guarantee that the Company can cause uMember.com to register any of the dividend shares or that a market will exist for the sale of such shares if a registration does occur. Wareforce.com shareholders may incur substantial tax liability in connection with such a distribution of dividend shares. The company may experience significant fluctuations in future operating results due to a number of economic, competitive and other factors, including, among other things, the size and timing of customer contracts, new or increased competition, changes in market demand, and seasonality of purchases of the company's products and services. These factors and others could cause operating results to vary significantly from those in prior periods, and those projected in forward-looking statements. Additional information with respect to these and other factors that could materially affect the company and its operations are included in certain forms the company files with the Securities and Exchange Commission.
CONTACT:
Wareforce.com, Inc.
Marcia Mazria, 310/725-5523
mmazria@wareforce.com
or
Phoenix Alliance, Inc.
Phil Huss, 970/259-7241
phoenixalliance@frontier.net
KEYWORD: CALIFORNIA |
