YES!!!!!
From the last press release:
100 shares TSQD = 17.59 shares DRIV +
in the liquidating trust 100 shares of TSQD = 1.18 shares of DRIV
so the total is up to a possible 18.77 shares of DRIV for each 100 shares of TSQD
Thank you Joel - it has been a long wait for me over 18 months for this this to happen.
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Monday December 20, 10:43 am Eastern Time
Company Press Release
SOURCE: Tech Squared Inc.
Tech Squared Completes Reorganization With Digital River
Company Begins Shareholder Distribution of Digital River Stock Holdings,
Removes Tech Squared Shares From OTC Bulletin Board
MINNEAPOLIS, Dec. 20 /PRNewswire/ -- Tech Squared Inc. (OTC Bulletin Board: TSQD - news) announced today that it
has completed the sale of substantially all of its operating assets to Virtual Technology Corporation, d/b/a Netdirect
Corporation International(TM) (OTC Bulletin Board: VTCO - news; Netdirect), for a cash purchase price of approximately
$3,300,000. The sale includes Tech Squared's DTP Direct, Net Direct and distribution operations, along with various trade
and Internet domain names.
Tech Squared also completed its tax-free reorganization with Digital River, Inc. (Nasdaq: DRIV - news) pursuant to a
previously-announced acquisition agreement. In the reorganization, Digital River received 3,000,000 shares of its own
common stock which had been held by Tech Squared plus $1,200,000 in cash from Tech Squared and, in exchange, issued
2,650,000 shares of Digital River common stock to Tech Squared.
Closing of the reorganization included the establishment a liquidating trust to satisfy known or contingent liabilities of Tech
Squared and the deposit, by Tech Squared, into the liquidating trust of assets adequate to satisfy known and contingent
liabilities. As part of the reorganization, Tech Squared deposited all of its remaining cash, notes and other assets into the
liquidating trust together with 167,681 of the shares of Digital River common stock issued to it today.
The remaining 2,482,319 newly-issued shares of Digital River common stock are being distributed to Tech Squared
shareholders on a pro-rata basis. Tech Squared shareholders will receive 17.59 shares of Digital River common stock for
each 100 shares of Tech Squared common stock held in this initial distribution. The number of Digital River shares will be
rounded to the nearest whole number. No payments will be made for fractional shares. Tech Squared shareholders should
expect to receive a letter of transmittal in the next several days setting forth the procedures for exchanging their share
certificates and related to certificates which have been lost or damaged.
Tech Squared shareholders will also receive one interest in the liquidating trust for each share of Tech Squared common
stock held. Each 100 trust units will initially represent beneficial ownership of 1.18 Digital River shares in the trust. The
trust agreement states that any Digital River shares or other assets remaining after all liabilities, including contingent
liabilities, are satisfied shall be distributed to Tech Squared shareholders pro rata. Principal contingent liabilities include
pending lawsuits by a former executive officer and by a shareholder who challenged the reorganization with Digital River.
The lawsuits are described in the Proxy Statement-Prospectus mailed to all Tech Squared shareholders in connection with
the meeting of shareholders to approve the liquidation of Tech Squared.
Interests in the liquidating trust are not transferable except by will or by operation of law and except that interests in the
liquidating trust may be transferred from broker-dealers and other holders of record to the beneficial holders of such
interests. Holders of interests in the liquidating trust will be sent annual reports showing any taxable income attributable to
such holders.
Tech Squared's common stock has been removed from the OTC Bulletin Board effective as of the close of business Dec. 17,
1999. Tech Squared will be formally dissolved and will cease to exist in the very near future.
Chuck Reese, president and chief executive officer of Tech Squared, said, ''We are pleased that our shareholders now have a
more effective means to realize the benefit of their investment by becoming direct owners of Digital River common stock. If
the pending lawsuits are resolved in favor of Tech Squared, which we are confident will happen, our shareholders will
receive an additional distribution from the liquidating trust.''
Netdirect is a Minneapolis-based e-commerce company specializing in the sale of high-performance computer hardware,
software and peripheral products.
Prior to the sale to Netdirect, Minneapolis-based Tech Squared was a national marketer and distributor of mid- to high-end
microcomputer hardware, software and peripherals primarily to businesses in the desktop publishing, graphic arts and
pre-press industries, as well as an emerging customer base of Internet and intranet site developers.
Except for historical financial information, the information contained in this release is forward-looking and subject to certain
risks as described in Tech Squared's filings with the Securities and Exchange Commission, including the proxy
statement-prospectus filed jointly with Digital River, Tech Squared's annual report on Form 10-K for the year ended Dec.
31, 1998, as amended on November 2, 1999, and Tech Squared's quarterly reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999. Actual results may differ significantly based on such risks.
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