Re: 6/21/01 - [IFTP/IFTA] - Infotopia, Inc. Announces Symbol Change to IFTA
Thursday June 21, 10:30 pm Eastern Time
Press Release
Infotopia, Inc. Announces Symbol Change to IFTA
Company Readies for Completion of EntrePort Transaction
CANFIELD, Ohio--(BUSINESS WIRE)--June 21, 2001--Infotopia, Inc. (OTC: BB :IFTA, formerly IFTP) (``Infotopia'' or the ``Company''), announced that its Board of Directors has approved a 1-for-200 reverse split of the Company's outstanding common stock. The Company will begin trading effective today as IFTA and trade under a new cusip number and symbol. The Company will have approximately 4,063,000 outstanding common shares as of today, fully diluted with all outstanding warrants, preferred stock and options taken into consideration.
The Company announced on June 15th that it had signed a definitive agreement with EntrePort Corporation (AMEX:ENP - news) to pursue a corporate reorganization in which Infotopia, Inc., a Nevada Corporation (``Infotopia Nevada'') will sell its wholly owned subsidiary Infotopia, Inc., an Ohio Company (``Infotopia Ohio'') (the operating entity which contains all the revenue and expenses of the Company) to EntrePort. Subsequently EntrePort will spin-off its existing business to its shareholders. According to the agreement, EntrePort will effect a 1-for-18.55 reverse split of its common stock. EntrePort will then transfer all of its assets and liabilities to a wholly owned subsidiary and will distribute shares of stock of the subsidiary to existing EntrePort shareholders.
EntrePort will then acquire all of the assets and assume all of the liabilities of Infotopia Ohio by an exchange in which EntrePort will issue to Infotopia Nevada 13,100,000 units, each unit consisting of one share of EntrePort common stock, a warrant to purchase 1/2 of a share of EntrePort common stock at $5.00 per full share and a warrant to purchase 1/4 of a share of EntrePort common stock at $10.00 per full share. EntrePort's spun-off subsidiary will receive $500,000 in the transaction. The total issued and outstanding shares of common stock of EntrePort after the closing will be approximately 15,480,000 shares. Infotopia Nevada (IFTP) will hold approximately 85.1% ownership in the new share structure in EntrePort (ENP) after the transaction is completed.
The closing of the transactions are subject to Entreport shareholders' approval at a special shareholders meeting. All EntrePort shareholders will receive a proxy statement containing detailed information about the proposed transaction. The American Stock Exchange must also approve the continued listing of the surviving corporation as a condition to closing. Upon closure of the transaction for each fully diluted share of Infotopia (IFTA), the Company will hold 13,100,000 units of ENP or 3.22 of ENP unit per IFTA share.
Daniel Hoyng, CEO and Chairman, stated, ``We view this reverse split as a significant step toward Infotopia improving its capital structure. Various conversations with advisors and potential investment bankers among the Wall Street community, indicated that such a recapitalization can better position Infotopia for an underwritten offering once it begins trading on the American Stock Exchange''.
The reverse stock split will become effective and apply to shareholders of record immediately prior to the open of trading on the OTC BB Market on Friday, June 22, 2001. Upon the effectiveness of the reverse stock split, 200 shares of common stock will be converted and reclassified as one share of post-split common stock, and each existing stock certificate will represent one-two hundredth the number of shares shown thereon. The Company will not issue fractional shares.
ABOUT INFOTOPIA
The Company's mission is to produce, market, and distribute an expanding line of high-quality, innovative health, fitness and consumer products. Infotopia seeks out products that deliver superior value, outstanding quality, and competitive prices to best satisfy customer demand. The Company markets its products to consumers through a variety marketing channels, including infomercials, distributor alliances, and Internet e-commerce. The management at Infotopia is committed to increasing corporate revenues and profits. The company's website is located at infotopia.tv .
This news release includes forward-looking statements that include risk and uncertainties. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors, including without limitation the Company's ability to produce and market products and/or services and other risks detailed from time to time in their Company's reports filed with the Securities Exchange Commission.
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Contact:
Infotopia, Inc.
Robert Tilton
609-888-4111
IFTPIR@infotopia.tv
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