Here you go:
Sanctuary Woods and Theatrix Interactive Merge to
Create a Strong Competitor In the Educational Software
Market
Theatrix Acquisition by Sanctuary Woods Complete
SAN MATEO, Calif., Aug. 14 /PRNewswire/ -- Sanctuary Woods Multimedia Corporation
(traded over-the-counter under the symbol SWMC) today announced that the acquisition of
Theatrix Interactive, Inc. has been completed. The new combined company will be consolidating
product offerings and key personnel into one united company under a new name that is yet to be
finalized.
Marylyn Rosenblum, previously Acting Executive Vice President of Education for Sanctuary
Woods was appointed Acting President and CEO. In addition, Joyce Hakansson, formerly
Director, Vice President and Creative Director of Theatrix, assumes the same position at the newly
formed company. The new Board of Directors will be comprised of Ms. Rosenblum, Ms.
Hakansson, Mr. Lawrence D. Lenihan, Jr., Managing Member of the General Partner of the Pequot
Private Equity Fund, L.P. for Dawson-Samberg Capital Management, Inc., the largest Sanctuary
Woods' shareholder, and venture capitalist Mr. Erik Jansen, COO of Digital Media Capital, LLC.
``Together, Sanctuary Woods and Theatrix boast over 50 awards and merits for our software
titles,'' said Marylyn Rosenblum. ``With the Theatrix acquisition, the company will continue to
increase its focus on the educational software market, an area that we think offers strong potential
growth for the company. ''Despite challenging market conditions, we believe that our continued
focus on our Head Coach(TM), Franklin, Math Heads(TM) and Hollywood(TM) lines of
educational products position us for success,`` said Marylyn Rosenblum.
``The Theatrix products are very complementary to the existing Sanctuary Woods education
products and together they will improve the company's competitive position in the educational
software market,'' said Joyce Hakansson. ``We're able to provide a comprehensive product line of
early learning through middle school titles that meet the specific needs of each market segment,'' she
added.
Under the terms of the agreement, Sanctuary Woods will issue 3,102,528 shares of its Common
Stock in consideration for all of the shares of Theatrix capital stock. In addition, Sanctuary Woods
has issued a warrant to Kingdon Capital to purchase 500,000 shares of Common Stock of
Sanctuary Woods. Up to an additional 500,000 shares of Common Stock of Sanctuary Woods are
issuable one year after the effective date of the merger if certain revenue goals are met with respect
to products acquired from Theatrix. 300,000 shares of Common Stock are set aside for issuance to
former Theatrix employees who become employees of Sanctuary Woods pursuant to the
Company's 1996 Stock Option Plan. The transaction was structured to qualify as a tax-free
reorganization.
About Sanctuary Woods Founded in 1988, San Mateo-based Sanctuary Woods Multimedia is the
innovative developer of the Head Coach(TM) line of sports-based educational software titles
derived from unique licensing agreements with NFL(TM) Properties, the National Football League
Players Incorporated and Major League Baseball Properties. Current titles include Major League
Math(TM), Major League Reading(TM), NFL(TM) Math and NFL(TM) Reading. Major League
Math Second Edition was recently awarded Newsweek Magazine's ``Editor's Choice'' award. The
company also manufacturers the popular Franklin series which includes Franklin Learns Math,
Franklin's Reading World and Franklin's Activity Center. All are based on the popular Franklin
storybook character. Sanctuary Woods can be reached at 800-943-3664 or visit the company's
Web site located at ah-hah.com.
NOTE: Sanctuary Woods is a registered trademark, and Head Coach is a trademark of Sanctuary
Woods Multimedia. Hollywood, Math Heads, Theatrix, Theatrix Interactive and the Theatrix logo
are the trademarks of Theatrix Interactive. Franklin is a trademark of Kids Can Press Ltd. Major
League Math and Major League Reading are trademarks of Major League Baseball Properties,
Inc. NFL is a trademark of National Football League Properties.
The statements in this press release may contain forward-looking statements that involve risks and
uncertainties that could cause actual results to differ from predicted results. Such risks include
among others: the need to integrate the two organizations and the combined companies'
development efforts and product offerings; the highly competitive market; the ability of the Company
to raise sufficient working capital to meet the requirements of the combined companies; the volatility
of the Company's stock price; and the reliance on key personnel. Further risks are described in the
Company's Form 10K filed with the Securities and Exchange Commission on June 30, 1997 and
other risks detailed from time to time in the Company's report filed with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly release the results of any revisions
to these forward-looking statements which may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
SOURCE: Sanctuary Woods Multimedia Corp. |
