Monday September 27, 11:30 am Eastern Time
Company Press Release
SOURCE: BCAM International, Inc.
BCAM International, Inc. Acquires LungCheck, Inc. and Arranges for the Spin-Off of Its Technology Business
MELVILLE, N.Y., Sept. 27 /PRNewswire/ -- BCAM International, Inc. (OTC Bulletin Board: BCAM - news) announced the following actions:
On September 23, 1999, BCAM International, Inc. acquired LungCheck, Inc. (''LungCheck) in a merger transaction. LungCheck is a Delaware corporation which was privately owned and is a pathology services company specializing in early lung disease diagnosis and the assessment of lung health. The merger consideration was the issuance of two new classes of preferred stock of BCAM, its Series A Preferred Stock and its Series B Preferred Stock, both of which are convertible into BCAM common stock. Such preferred stock, when converted into common stock, would represent approximately 80% of the common stock. outstanding immediately after the merger.
Prior to the merger, BCAM International, Inc. had transferred to ISTX, Inc., a Delaware corporation, which was then a 90% owned subsidiary of BCAM, all of the then technology holdings of BCAM related to the Intelligence Surface Technology, Microvalve Technology and licensing agreements with Textron and Reebok. ISTX agreed to assume substantially all of the debt of BCAM. Immediately prior to the merger with LungCheck, BCAM irrevocably transferred to its shareholders of record on September 22, 1999 (i.e.: not including the persons who became shareholders as a result of the LungCheck merger) its 90% interest in ISTX on the basis of one share of ISTX for each share of BCAM held immediately prior to the LungCheck merger. This ''spin-off'' will result in ISTX becoming a publicly held company when certificates representing the ISTX shares are delivered to the BCAM shareholders of records at the close of business on September 22, 1999. These certificates will not however be delivered until such time as ISTX has filed a Registration Statement with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and until ISTX has prepared a disclosure statement to accompany the delivery of the certificates representing the shares. It is anticipated that these actions will take place within the next 60 to 90 days.
In connection with the transactions described above, a number of parties made equity investments in BCAM and LungCheck in the aggregate amount of approximately $1.1 million (including approximately $135,000 of subscriptions). Approximately $250,000 of this amount will be transferred to ISTX by BCAM in connection with the assumption by ISTX of the debt of BCAM. Certain of these investors also received a substantial number of shares of common stock of BCAM in connection with certain repricing rights related to a 1998 purchase of BCAM common stock which they waived.
Michael Strauss, Chairman, Chief Executive Officer and President of BCAM, will continue in that capacity and will manage the LungCheck business, which is, as of September 23, 1999, the sole business of BCAM. He will also serve as Chairman and Chief Executive Officer of ISTX, Inc. It is anticipated that BCAM will change its name to LungCheck, Inc. when it obtains shareholder approval at a meeting called for such purpose. It is anticipated that such meeting will be held within the next 60 to 90 days.
''We are extremely pleased to complete this series of transactions and to bring the value of the LungCheck diagnostic system to our shareholders,'' said Michael Strauss. ''In addition, we are preserving for our shareholders the opportunity to realize the potential returns from the Intelligent Surface Technology. While much remains to be done, we believe that this represents a significant step forward in the development and growth of the company,'' continued Mr. Strauss.
Further disclosure concerning this transaction will be set forth in a report on Form 8-K to be filed as promptly as practicable by BCAM.
BCAM International, Inc. is a technology pioneer in the field of Intelligent Surface Technology. The Company's common stock appears on the OTC Bulletin Board.
FORWARD-LOOKING STATEMENTS
The forward-looking statements included in this news release are based on management's current expectations. In light of the assumption and uncertainties inherent in forward-looking information, the inclusion of such information should not be regarded as a representation by the Company or any other person that the plans of the Company will be realized or that positive trends in financial results will occur.
SOURCE: BCAM International, Inc.
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