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To: D. K. G. who wrote (401)11/20/2007 1:53:33 PM
From: D. K. G.  Read Replies (2) | Respond to of 484
 
ONH .17 1-2500 R/S cashout fractional shares @ .23

secinfo.com

To Our Stockholders:

On behalf of the board of directors and management of Orion HealthCorp, Inc., I cordially invite you to attend a special meeting of the stockholders (the “Special Meeting”) to be held on November 29, 2007, at 8:00 a.m. local time, at 1805 Old Alabama Road, Roswell, Georgia 30076. The attached Notice of Special Meeting and Proxy Statement describe the formal business to be transacted at the Special Meeting.

At the Special Meeting stockholders will be asked to consider and approve a proposal to amend our certificate of incorporation to provide for a 1-for-2,500 reverse stock split of our Class A Common Stock, immediately followed by a 2,500-for-1 forward stock split of our Class A Common Stock.

If approved by our stockholders, the proposal is expected to result in termination of the registration of our Class A Common Stock under the federal securities laws and thereby eliminate the significant expense required to comply with the reporting and related requirements under those laws. The proposed transaction is expected to reduce the number of holders of record for our Class A Common Stock to fewer than 300 holders, thereby permitting us to file for termination of registration of our Class A Common Stock under the federal securities laws.

If approved at the Special Meeting, the transaction will affect the holders of our Class A Common Stock as follows:

• Holders of fewer than 2,500 shares of our Class A Common Stock on the date that the transaction occurs will cease to be stockholders of Orion HealthCorp, Inc. and will receive a cash payment from us in the amount of $0.23 per share, without interest, upon consummation of the transaction.

• Holders of 2,500 or more shares of our Class A Common Stock on the date that the transaction occurs will continue to remain stockholders of Orion HealthCorp, Inc. following consummation of the transaction.

Because we have a significant number of holders of our Class A Common Stock who own fewer than 2,500 shares, we expect that the number of holders of record of our Class A Common Stock will be reduced from approximately 311 to approximately 137, while the number of outstanding shares of our Class A Common Stock will decrease by only approximately 1.1%, a reduction of approximately 1,153,541 shares from the 105,504,032 shares outstanding as of October 1, 2007, the record date set to determine record holders entitled to vote at the special meeting.

After careful consideration, a special committee of our board of directors (the “Special Committee”) has concluded that the costs associated with being a Securities and Exchange Commission (“SEC”) reporting company are not justified by the benefits of being a public company. We estimate that we will save approximately $900,000 annually in compliance costs, as well as a considerable savings of time and attention of management. We believe that the cost-savings will be in our best interest and those of our stockholders who continue to own shares after consummation of the transaction. Although our Class A Common Stock will no longer be listed on the American Stock Exchange (“AMEX”) if the transaction is completed, we believe that our shares would be quoted on the “pink sheets” and our remaining stockholders would be able to trade their shares in the over-the-counter markets. In addition, the transaction would allow holders of fewer than 2,500 shares of our Class A Common Stock immediately before consummation of the transaction the opportunity to receive cash for their shares at a premium to the closing price of our Class A Common Stock on the last trading day before the public announcement of the approval of the transaction by the Special Committee, without having to pay brokerage commissions and other transaction costs.



To: D. K. G. who wrote (401)1/9/2008 10:25:10 PM
From: D. K. G.  Read Replies (2) | Respond to of 484
 
MGST.OB update:

HOPKINS, Minn., Jan 09, 2008 /PRNewswire-FirstCall via COMTEX/ -- MagStar Technologies, Inc. (OTC Bulletin Board: MGST) (the "Company") announced today that it has set a record date of January 14, 2008 for the previously announced 1 for 2,000 reverse split of the Company's common stock intended to take the Company private. The reverse split described below was originally announced on October 5, 2007. Under the terms of the reverse split, each 2,000 shares of the Company's common stock will be converted into one share of common stock and holders of fewer than 2,000 shares of common stock on the record date will receive cash of $.425 per pre-split share. We refer to the reverse split and the related payments to shareholders holding fewer than 2,000 pre-split shares as the "Reverse Split."

The anticipated result of the Reverse Split will be to reduce the number of our shareholders of record to fewer than 300. The Company intends to cease filing periodic reports with the SEC as soon as practicable following the Reverse Split.

The Company's Board of Directors has approved the Reverse Split based on its determination that the Company achieves few of the benefits of public ownership because of a lack of an active trading market for its common stock, while remaining burdened with the significant costs of being a publicly held company.

Under Minnesota law, the Board of Directors of the Company may amend the Company's Articles of Incorporation to conduct the Reverse Split without the approval of its shareholders. Therefore, the Company is not seeking shareholder approval for the Reverse Split.

The SEC has completed its review of the Company's Schedule 13E-3. On or around January 15, 2008, the Company anticipates that it will distribute required material, including the definitive Disclosure Document, to its shareholders. The Reverse Split will not be effective until the Company files an amendment to its Articles of Incorporation with the State of Minnesota, which the Company anticipates doing on or around February 5, 2008.

The Disclosure Document filed as an exhibit to the Schedule 13E-3 contains additional important information regarding the Reverse Split. Copies of both the preliminary Disclosure Document, the amendments thereto, and the definitive Disclosure Document are available without charge at the SEC's website at sec.gov or from the Secretary of the Company when the definitive Disclosure Document is mailed to shareholders.

About MagStar:

MagStar is a manufacturer of conveyors, motion control devices, spindles, and custom servo motors. MagStar's primary product is Quickdraw brand conveyor systems, used in factory and laboratory automation. MagStar also manufactures customized motion control products (custom servo motors and linear slides), disposable based medical centrifuges and devices, and its other proprietary product, oil centrifuges. Products manufactured by MagStar are used in high tech manufacturing, laboratory and pharmaceutical processes, electronics assembly, surgical procedures, and laboratory processes.

The information in this discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in other reports or registration statements filed by the Company with the United States Securities and Exchange Commission. These factors may cause the Company's actual results to differ materially from any forward-looking statements.

SOURCE MagStar Technologies, Inc.

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