Hi to the thread: I've been following Stamford for some time ,I don't own any,it's history and the exchange it is on, the
Canadian Dealer's Network, or CDN are a bit to in question for me. Following are some news releases from
canada-stockwatch.com :
Stamford International Inc -
Stamford settlement prospects unclear; trading to resume
Stamford International Inc
STFD
Shares issued 25,807,157
1999-03-02 close $0.57
Friday Apr 16 1999
Mr. Philip Graves reports:
Stamford International provides the following update about its affairs. On Aug. 14, 1998, the
company announced that it would proceed with an investigation of the process of
dissolution, continuance, dividending, merging or otherwise bringing together the
shareholders of Stamford and its subsidiary, Nanovation Technologies, subject to the advice
of its professional advisers as to whether such a transaction would be advisable considering
the cost, the tax treatment of the company and its individual shareholders (which would vary
by jurisdiction), and securities law considerations, among other factors. A review of the tax
consequences make this process somewhat more complicated than initially anticipated. The
transaction would require shareholder approval. The company anticipates being able to put
the information in front of the shareholders at the upcoming annual general meeting in order
for the shareholders to make an informed decision about how they wish to proceed. Details
about the annual meeting are discussed at the end of this news release.
The company is in the process of completing its audit for the year ended Dec. 31, 1997,
which has been held up due to unforeseen delays in the completion of the audited financial
statements of its subsidiary, Nanovation Technologies Inc. (formerly U.S. Integrated Optics
Inc.). In addition, the company has begun preparation of its financial statements for the
nine-month period ending Sept. 30, 1998, as well as its Dec. 31, 1998, year-end audit. It is
anticipated that the 1997 audited statements will be completed shortly, and that the 1998
audited statements as well as any 1999 statements that may be required, will be completed in
time for the annual meeting, presuming that the necessary information is received in
adequate time from Nanovation.
On Nov. 2, 1998, the company announced a private placement of 2,750,000 units at 35 cents
per unit (the private placement), each unit consisting of one share and one warrant
exercisable for one year at 50 cents per share. All of the proceeds of the private placement
were applied to the company's working capital position, which, together with the exercise of
stock options as outlined below, had the effect of reducing the liabilities to their present
level of approximately $575,000 (U.S.), subject to any changes that may take place in the
course of completing the financial statements. The private placement proceeds were used to
reduce the working capital deficiency resulting from the various investments made by the
company, including its investment in Nanovation, and regular trade payables. The
investment in Nanovation has resulted in Stamford having paid for 8,966,642 shares of
Nanovation as of mid-1998, of which 928,640 shares remain to be issued. In 1998, Stamford
owned approximately 79.4 per cent of Nanovation after giving effect to the issuance of the
above-noted shares. Subsequent to these transactions, Nanovation has issued one million
shares pursuant to its Series B offering at $2.25 (U.S.), which would reduce Stamford's
ownership of Nanovation to approximately 73 per cent. Nanovation completed a Series A
offering of promissory notes convertible into approximately 1,266,000 shares of Nanovation
at $2.25 (U.S.) per share. In addition, Nanovation has begun a one million share Series C
offering at $5 (U.S.). The conversion of the Series A offering and the completion of the Series
C offering would further reduce Stamford's interest. Stamford has not disposed of any of its
Nanovation shares.
On Feb. 11, 1999, the company granted 100,000 stock options at 55 cents per share pursuant
to its stock option plan. On Dec. 16, 1998, the company granted 1.3 million share options at
40 cents per share pursuant to its stock option plan.
The company has been given notice of an application in Ontario commercial court naming as
respondents the company and its directors, among others. The application has been
adjourned according to a direction of the court, following settlement discussions that
culminated in a letter of intent dated March 1, 1999, which the parties agreed they would use
their best efforts to consummate. The application is asking, among other things, that the
transaction proceed, that a meeting of the shareholders be called to that effect, that the
company complete its audited statements for 1997 and 1998 forthwith, and the application is
calling into question recent share issuances and their respective voting rights, including the
private placement. The company has retained legal counsel to represent its interests and has
responded to the application. In general, the company's position is that certain aspects of
the application are without merit; and that the application was filed in furtherance of a
dispute between two large shareholder groups; and the company will continue to proceed
with its regular business, given that much of the application deals with items that the
company had intended to proceed with on its own accord. The halt in trading of Stamford's
shares was expected to remain in place until the settlement was concluded. Stamford is
committed to working toward a resolution of any outstanding settlement issues as quickly as
possible. However, the immediate prospects for any settlement are unclear. Accordingly, it is
not believed to be in the best interest of Stamford's shareholders for the trading halt to
continue, and trading is expected to resume on April 19, 1999.
The company announces that its annual general meeting of shareholders will take place on
July 28, 1999. The company had been advised that it could not present the major issues
involving the transaction to the shareholders until legal opinions had been received and the
financial statements had been completed, in order that the shareholders would be in a
position to make an informed decision about the future of the company. The July 28 date was
chosen with this in mind, and it is anticipated that the required information will be ready for
inclusion in the materials for the meeting. The company has received requests to requisition
a meeting of shareholders from both of the shareholder groups involved in the dispute
described above. Based on the advice of counsel, the July 28 date represents the best date
for a legally constituted meeting that does not prejudice the interests of a large number of
the shareholders. If the financial statements and the necessary opinions about the
transaction are completed in sufficient time, every effort will be made to have an earlier
meeting date.
Philip Graves, currently a director, has been appointed president of the Company. Darren
Pylot, also a director, has been appointed corporate secretary.
There are currently 25,807,157 common shares issued and outstanding in the share capital of
the company.
(c) Copyright 1999 Canjex Publishing Ltd. canada-stockwatch.com
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