To: Ga Bard who wrote (15819 ) 9/1/1999 7:42:00 AM From: birdseye Read Replies (1) | Respond to of 16988
NEWS September 01, 1999 06:17 Aqua Vie Completes Merger, Becomes Fully Reporting KETCHUM, Idaho--(BUSINESS WIRE)--Sept. 1, 1999--Thomas Gillespie, president and chief executive officer of Aqua Vie Beverage Corporation (OTC BB:AVBCE), announced today that Aqua Vie Beverage Corporation has completed a merger with Barhill Acquisition Corp., an Exchange Act fully reporting company. The merger was effected in lieu of the previously announced intended acquisition of Epilogue Corporation, especially in consideration of Barhill's longer reporting history and recent current filings with the Securities and Exchange Commission (SEC). Management of Aqua Vie said that a history of current filings is required by the National Association of Securities Dealers (NASD) to ensure that Bulletin Board companies have current data available to the public markets. Gillespie indicated that an 8-K describing the merger and electing successor issuer status for AVBC under Rule 12g-3 of the Exchange Act is to be filed with the SEC by the acquired company midday on September 1, 1999. He stated that attorneys for AVBC had contacted the NASD listing qualifications personnel, and that upon receipt of the filing by the SEC (electronically received shortly after filing through the SEC's EDGAR system), the confirmation of receipt and a copy of the 8-K was to be faxed to the NASD listing supervisor prior to the close of business on September 1, 1999, which would then place AVBC in compliance with NASD OTC Bulletin Board rules requiring current reporting compliance. Gillespie indicated that the 8-K would be available through the EDGAR system shortly after filing (usually within 24 to 48 hours). The September 1 initial 8-K will be followed by an amended 8-K, which will contain audited financial data and other information provided in accordance with SEC Rules. "I am delighted that Aqua Vie has finally achieved the objective of becoming a fully reporting company. Coincidentally, this was achieved after a successful production run in late August, which utilized the new labeler and AVBC water formulas," said Gillespie. It is management and counsel's understanding that the "E" will be removed from the company's stock symbol pursuant to the NASD's receipt of proof of compliance as outlined above, whereupon the company's stock symbol will revert to "AVBC." The combined entity intends to apply for trading of its common stock on the Nasdaq as soon as practicable. "We are enthusiastic about this essentially non-dilutive merger, which is expected to heighten our visibility and increase the company's access to capital markets," said Gillespie. "Aqua Vie's future is looking good. With negotiations concerning domestic and international marketing and product distribution progressing steadily, this is only the first of many positive developments for the company," Gillespie said. Aqua Vie Beverage Corporation develops and markets all-natural, lightly flavored, still (non-carbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the new delivery system for Aqua Vies nutritionally fortified E Line -- Elixir(TM), Empower(TM), and Ecstasy(TM), its nutritionally specific line of Aquaceuticals(TM), and Aqua Vie's non-alcoholic wine and champagne beverages made from spring water. For further information about Aqua Vie Beverage Corporation, visit the company's web site at www.aquavie.com. NOTE: Statements contained in this release that are not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. Editors and investors are cautioned that such forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to, demand for the company's product both domestically and abroad, the company's ability to continue to develop its market, general economic conditions, and other factors that may be more fully described in the company's literature and any periodic filings with the Securities and Exchange Commission. CONTACT: Aqua Vie Beverage Corporation Thomas Gillespie, 208/622-7792 www.aquavie.com or Jordan Richard Assoc. Madeleine Franco, 801/268-8610 ir@jordanrichard.com