news merger is finished:
biz.yahoo.com
Wednesday September 1, 8:31 am Eastern Time
Company Press Release
SOURCE: SemcoLABs, Inc.
SemcoLABs Merger Completed
BOCA RATON, Fla., Sept. 1 /PRNewswire/ -- The proposed merger of International Semiconductor Corporation (OTC Bulletin Board: ISSM - news; ''ISC'') with SemcoLABs, Inc., a Florida corporation, was completed August 23, 1999. All of the issued and outstanding common stock of SemcoLABs (''Semco'') will be exchanged for 19,400,000 shares of restricted common stock of International Semiconductor in a Section 368 share exchange agreement. The surviving entity, ISC, will be renamed ''SemcoLABs, Inc.,'' with a new CUSIP number, and new share certificates to be completed within 10 business days. The transfer agent remains Stocktrans, Inc., of Ardmore, Pennsylvania.
The controlling shareholders, following this transaction, will be Gary Rosen and Gary Kaplan. The two persons voting together would constitute 50.2% of the issued and outstanding common stock and would give them operational control of the post-merger entity. Prior to the merger, no single shareholder or contracted group of shareholders held control of ISC. Employment options, based upon continued service to the company, will be granted to Rosen and Kaplan, but no such agreements have been entered into or executed as of this date. These grants will be subject to an impartial vote of the board of directors, absent the vote of Rosen and Kaplan.
SemcoLABs is the only hands-on, on-site company in the nation to specialize in the business of monitoring sanitation and bacteria levels for the control of food-borne illnesses at specific critical control points in the food service industry. It's like a first alert system for bacteria.
Semco's unique computerized monitoring service provides real-time, on- site, cost-efficient monitoring services for as little as $99 per month. Semco's unique system allows a food service facility to actually view and measure bacteria, sanitation levels and employee performance in real-time numbers with computer printouts within 15 seconds.
Semco's service is compliant with the newly issued 1999 Federal food code covering Hazard Analysis of Critical Control Points or ''HACCP.'' Semco also provides an educational support system for food service facilities, which includes HACCP plans, food safety training and third-party audits.
Gary Kaplan, the current president of Semco (Florida), becomes president of the merged company, with Gary Rosen, current Treasurer of Semco (Florida) taking over the duties of Chief Financial Officer. Each will become a director. Robert Terry, Chairman of ISC, will remain as Chairman.
The merger agreement concluded on August 23, 1999, with theacquisition by ISC of 100% of the common stock of SemcoLABs, Inc., a Florida corporation, and its two wholly owned subsidiaries, Semco Bio-Vision and Semco Scientific Products, both Florida corporations. SemcoLABs currently has contracts with several restaurant chains, food processing organizations, and territorial joint venture partners for use of its testing processes and procedures.
Gary Kaplan, President of Semco, has mandated as a top priority for the company, to make the services available throughout the United States during the next 2 years. The initial demand for the company's service is already proving the validity of its programs.
Statements in this release are made pursuant to the ''Safe Harbor'' provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risk and uncertainties, including, without limitation, continued acceptance of the company's services, increased levels of competition for the company, and dependence on the performance of the management of the company.
For further information please contact: Gary Kaplan, President, SemcoLABs, 904-409-9301, or fax, 904-409-9301 or semcolabs.net /
SOURCE: SemcoLABs, Inc. |
