*BIG NEWS ON BGIX (FAV's INDEX):
REPEAT/ Update On Acquisition of ''thehealthchannel.com'' and Share Exchange Plan
Business Wire - August 06, 1999 10:01
LAGUNA HILLS, Calif.--(BW HealthWire)--Aug. 5, 1999-- thehealthchannel.com Inc. (OTC BB:THCL), formerly known as Innovative Tracking Solutions Corp., (the "company") Thursday announced that it has completed the execution of a share exchange plan based on its agreement with Biologix International Ltd. (OTC BB:BGIX) relative to the acquisition of the Web site and related technology known as "thehealthchannel.com" which involves the exchange of the majority of the company's management shares for the controlling interests of the company and the cooperation of shareholders of record on July 29, 1999.
Nasdaq OTC-Bulletin Board Market Operations will implement the share exchange plan in the market and will effect a 2-to-1 market forward split of THCL stock effective at the open of trading on Friday, Aug. 6, 1999. Concurrent with this action the THCL symbol will temporarily change to THCLV identifying post-split shares.
Important Notice to Stockholders
Only shareholders of record, as of July 29, 1999 of IVTX stock, will be entitled to surrender their certificates in accordance with the split that was effectuated on July 29, 1999 for purposes of bringing the then current outstanding shares of the company up to a level that will facilitate an even exchange of shares with BGIX shareholders.
These shareholders are encouraged to call the company at 888/437-4343 immediately to be entitled to complete an affidavit to receive the two post-split THCL shares for each share held on the record date. The privilege of completing this affidavit will expire six months from the record date after which time the split shares will revert to the company and those currently outstanding certificates will be worthless.
If you effected transactions in the stock after July 29, 1999, contact your broker regarding your entitlement to the split shares and the completion of any sales.
The following transaction scenarios are provided for additional clarification for shareholders:
1. If you were a shareholder of record on July 29, 1999 and you
still hold your shares, upon surrender, you are entitled to two
post-split THCL shares valued at the opening price of market on Aug.
6, 1999.
2. If you were a shareholder of record on July 29, 1999 and you
sold your shares prior to the opening of market on Aug. 6, you
traded on a pre-split basis and sold two post-split shares
entitling the buyer of each share to two post-split shares
(e.g. if you sold 100 shares, you will be required to deliver
200 shares).
3. If you were not a record holder of July 29, 1999 and you sold
your shares prior to the open of market on Aug. 6, 1999, you
traded on a pre-split basis and sold two post-split shares
entitling the buyer of each share to two post-split shares
(e.g. if you sold 100 shares, you will be required to deliver
200 shares).
4. If you contracted for the sale of IVTX shares before the
record date of July 29, 1999 and the sale did not settle before
July 29, 1999 giving you a record holder status of July 29, 1999,
you are not entitled to complete the affidavit.
5. All transactions of THCLV stock from the open of market on
Aug. 6, 1999 are on a post-split basis.
All BGIX shareholders shall have the option of exchanging each BGIX share for one post-split THCL share beginning on Friday, Aug. 6, 1999 and ending on Friday, Sept. 3, 1999.
If you are a BGIX shareholder, send an e-mail to Biologix at "tomlonergan@hotmail.com" with your name and address and a Letter of Transmittal will be sent to you for the exchange of your BGIX shares to post-split THCL shares. Indicate if you would prefer to receive the Letter of Transmittal by mail, facsimile, or e-mail along with the appropriate address, fax number, or e-mail address.
If your BGIX shares are held in DTC electronic format, your broker may submit this request for you and receive the Letter of Transmittal on your behalf. All BGIX shareholders have from Friday, Aug. 6, 1999 through Friday, Sept. 3, 1999 to return their Letter of Transmittal to the transfer agent.
Transfer agent information will appear on the Letter of Transmittal. The transfer agent is unable to process any Letters of Transmittal received after 5 p.m., Pacific Standard Time, on Friday, Sept. 3, 1999.
According to Biologix (BGIX), there are currently approximately 70 million shares of BGIX stock outstanding, of which approximately 20 million shares are free trading. Prior to the split, thehealthchannel.com -- THCL (formerly Innovative Tracking Solutions) had 3,785,243 shares outstanding of which 885,868 are tradable.
After the share exchange plan is complete, and all shares not used for exchange or additional purposes are reverted back to the treasury, Biologix estimates that the company will have approximately 72,400,000 shares outstanding of which approximately 22,400,000 will be tradable.
thehealthchannel.com will continue to comply with the reporting requirements of the Securities & Exchange Commission (SEC).
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