SFST - STARFEST INC
As of March 31, 2000, there were 23,000,000 shares of the Registrant's Common Stock, no par value, outstanding.
MERGER NEGOTIATIONS ------------------- On January 26, 2000 the Company entered into an agreement of merger with Concierge, Inc., a Nevada corporation, pursuant to which, should the merger be approved by the shareholders of both companies, the presently outstanding 1,376,380 shares of common stock of Concierge, Inc. will be converted into shares of common stock of the Company on the basis of 70.444 shares of Starfest, Inc. to be issued for each share of Concierge, Inc. The Company is registering 96,957,713 shares of its common stock on a Form S-4 to be filed with the Securities and Exchange Commission to be available should the merger be approved.
Should the stockholders of Starfest and Concierge approve the merger between the two companies, Starfest will be the surviving entity but its business and management will be that of Concierge. Starfest will change its name to "Concierge Technologies, Inc." Should each company approve the merger, each Concierge stockholder will receive 70.444 shares of Starfest common stock for each share owned of Concierge's common stock. This amounts to 96,957,713 shares of Starfest stock and would represent 80.8 percent of the outstanding stock after the merger. The Starfest stockholders will retain their shares of stock in Starfest, without increase or decrease. Their 23,000,000 shares of Starfest common stock will represent 19.2 percent of the outstanding stock after the merger.
Terms of the Merger. ------------------- The terms of the proposed merger are as follows:
1. Concierge shall merge into Starfest.
2. All outstanding shares of common stock of Concierge shall be converted into 96,957,713 shares of common stock of Starfest on a pro-rata basis.
3. There shall be no fractional shares issued. Otherwise fractional shares shall be rounded up or down - .01 to 4.99, down and 5 to 9.9, up.
4. The present business of Concierge shall be conducted after the merger by Starfest, into which Concierge shall have merged. However, Concierge's management and directors shall become the management and directors of the combined company.
5. The articles of incorporation of Starfest will be amended to provide the following: o Its name will be changed to "Concierge Technologies, Inc." o Its authorized capital will be increased from 65 million shares of Common Stock, no par value, to 190 million shares of Common Stock, $0.001 par value, and 10 million shares of Preferred Stock, $0.001 par value.
Concierge Technologies web site: pcahome.com
SFST news releases:
finance.yahoo.com
Gus A. Owen Expected to Join Concierge Post-Merger Board
LOS ANGELES--(BUSINESS WIRE)--July 18, 2000--Prominent entrepreneur and civic leader Gus A. Owen has agreed to act as an advisor to Concierge Inc., the developer of the PCA (Personal Communications Attendant), it was announced today by Concierge president Allen Kahn.
Owen is expected to join the Concierge board of directors after the company completes its planned merger with Starfest Inc. (OTCBB:SFST)
Owen has been a leading real estate developer since 1972, when he co-founded Nelow Development, which subsequently became Owen Properties Inc., and which he currently serves as owner and president. Owen maintains offices in Orange County, Dallas and Kansas City.
In 1978, he was a founder and director, as well as chairman, of the Loan and Audit Committee of Seaside Savings and Loan, and was instrumental in that organization's merger with a banking institution in 1982.
In 1985, he formed Voice Integrated Products, an early developer and marketer of voice recognition and response products and served as president of this company until 1990. He also served as director and owner of American Pride Travel from 1986-1989.
In 1994, he was appointed by President Clinton, upon the recommendation of former Sen. Robert Dole, was confirmed by the U.S. Senate, and became a member of the Interstate Commerce Commission, later the Surface Transportation Board. Owen served as vice-chairman of the ICC and STB until his term expired in 1998.
Owen was instrumental in shaping the direction of the STB. He authored the ``Blueprint for Further Deregulation of the Surface Transportation Industry,'' much of which served as a basis for the ICC Termination Act of 1995, which authorized the replacement of the ICC with the more streamlined STB.
While serving as an STB member, he reviewed and voted upon the three largest railroad mergers in U.S. History, among other cases.
Long active in civic matters, Owen is or has been, a member of the California State Building Standards Commission; The California Institute for Federal Policy Research; a commissioner of the California Fish & Game Commission; Transportation Committee of Orange County; chairman of the Western Association of Fish and Wildlife; Ambassador to the State of Oklahoma; World Cup Soccer Founders Committee; AYSO Commissioner; Orange County Boy Scouts Council; and remains an active participant in various Republican state and national activities.
He is also a member of the Performing Arts Center Club; Community Council of Performing Arts; Industrial League of Orange County; The Pacific Club of Newport Beach; and the South Coast County Chamber of Commerce.
Owen was the founder, chairman and president of the Lincoln Club of Orange County and was instrumental in forming Lincoln Clubs throughout California with the overall purpose of promoting good government in the free enterprise spirit.
He was also very active in a Republican leadership role over these past 35 years in statewide campaigns and presidential campaigns and a strong advocate for the business community. He has served as western regional director for the Republican Congressional Campaign Committee and was Southern California campaign manager for the 1970 re-election campaign for then Governor Ronald Reagan.
``We are very pleased that Gus Owen has agreed to act as an advisor to our company and to join our post-merger board of directors,'' said Kahn. ``His experience with voice technology stretches over more than 15 years, and his business acumen and experience will be invaluable to our management team and board of directors.
``I have known Gus for almost 35 years and his contributions to the company as we proceed with our planned growth and expansion will be extremely important to Concierge and its shareholders.''
``I have long had an interest in streamlined communications and transport -- both transport of goods as well as information,'' said Owen.
``Since 1985, when I founded Integrated Products, I have followed the continuing developments in voice recognition, text to speech and other voice-based communications systems. I have been very impressed with the work done by Concierge Inc., and look forward to joining its board of directors,'' he continued.
Concierge was founded by Allen E. Kahn to design, market and support a new class of unified messaging products. These products integrate voice technology and pioneering software as a solution to the remote access needs of Internet e-mail, fax and voice mail users.
The company is preparing to introduce a software package (the Personal Communications Attendant, or PCA, that will enable Internet e-mail users to have e-mail received on their personal computers, read to them over any telephone as instructed by the user's voice commands.
Concierge plans continuing enhancements to the core product (PCA), including foreign language versions, and has additional unique products under development. Concierge's Web site is pcahome.com
Except for the historical information contained herein, the matters set forth in this news release are forward-looking statements within the meaning of the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These forward-looking statements speak only as of the date hereof. The company disclaims any intent or obligation to update these forward-looking statements.
Contact:
For Concierge Inc.
Self & Associates
Trudy M. Self, 818/880-5437
or
John Everding, 925/243-9099 |
