To: Glenn Petersen who wrote (1802 ) 8/7/2008 11:38:28 AM From: Glenn Petersen Respond to Affinity Media International (stock symbol [t]AFMI[/t]) failed to win approval for its proposed transaction. While it intends to distribute the cash being held in the trust account, the company is going to ask its shareholders to approve a proposal whereby the company would continue its corporate existence, in essence, creating a shell.Affinity Media International Corp. Announces Record Date and Date of Special Meeting of Stockholders for Redemption of IPO Shares and Continuance of Corporate Existence After establishing a reserve for accrued Delaware Franchise taxes in the amount of approximately $11,000, as of July 30, 2008, approximately $18,975,000 (approximately $6.00 per IPO Share) was in the trust account available for distribution (the "Redemption Payment"). and in connection with the Redemption, distribute to holders of the IPO Shares one share of common stock for every seven IPO Shares redeemed, (ii) the continuance of Affinity's corporate existence after the distribution of the Trust Account, rather than the dissolution of the Company as currently required by its Amended and Restated Certificate of Incorporation , and (iii) the retention of the Company's current management while the Company continues to seek acquisition targets or other uses for the Company. To accomplish these goals, Affinity's board of directors believes that it is necessary to modify the Company's Amended and Restated Certificate of Incorporation to (i) eliminate the blank check company provision which requires, among other requirements, Affinity to dissolve following the distribution of the Trust Account, (ii) revise the Company's capital structure to create a new class of stock called Class A Common Stock, (iii) exchange each share held by Affinity's initial stockholders for four shares of Class A Common Stock, and (iv) increase the number of authorized shares of common stock. biz.yahoo.com
