To: Urlman who wrote (297 ) 11/20/1998 8:48:00 AM From: Investor Communications Co Read Replies (1) | Respond to of 370
ZMAX CORP. Announces Acquisition of Eclipse Information Systems Inc. GERMANTOWN, Md.--(BUSINESS WIRE)--Nov. 20, 1998--ZMAX CORP. (Nasdaq Small Cap:ZMAX - news) announced Friday that it has entered into an agreement to acquire by merger Eclipse Information Systems Inc., a privately-owned computer consulting and re-engineering corporation headquartered in Chicago, Illinois. The agreement, which calls for the payment by ZMAX of approximately $1,650,000, subject to adjustment, and the issuance of a total of 1,700,000 shares of ZMAX Common Stock, is subject to the completion of due diligence, execution of a definitive merger agreement and the satisfaction of other conditions customary in transactions of this nature. Following the merger of Eclipse and a subsidiary of ZMAX, Eclipse will continue to exist as a wholly-owned subsidiary of ZMAX. The parties expect to consummate the merger on or about Dec. 14, 1998. Management of ZMAX will release further details after the merger. Michael C. Higgins, president and CEO of ZMAX, stated: ''The acquisition of Eclipse is designed to further expand and diversify our computer consulting and system re-engineering products and services in the information technology market and significantly enhances our growth opportunities beyond our millennium concentration. ''Eclipse's growth and success in the marketplace reflects the quality of its IT personnel who we believe will become valuable members of the ZMAX team.'' Frank Schultz, who will continue to serve as the president of Eclipse and will also serve as a vice president and member of the Board of Directors of ZMAX, stated: ''Our joining forces with ZMAX will enable the shareholders and employees of Eclipse to become part of a public corporation with exciting growth opportunities. ''I expect the merger to accelerate our growth and provide access to greater opportunities in the future. The result will be a diversified information technology consulting and re-engineering firm with substantially enhanced capabilities.'' James T. McCubbin, vice president and CFO of ZMAX, stated, ''This transaction is expected to materially contribute to future revenue growth and earnings for ZMAX as we commence the implementation of our acquisition strategy.'' ZMAX is an Information Technology (IT) consulting and re-engineering company presently focusing on system re-engineering and IT consulting services relating to Y2K analysis and remediation, system testing, project management, independent validation and verification of IT systems and processes, as well as other IT related services. Statements made in this Press Release that are not historical or current facts are ''forward looking statements'' made pursuant to the safe harbor provisions of federal securities laws. Forward looking statements represent management's best judgment as to what may occur in the future, but are subject to certain risk and uncertainties that could cause actual results and events to differ materially from those presently anticipated or projected. Such factors include adverse economic conditions, entry of new and stronger competitors, inadequate capital, unexpected costs, and failure to capitalize upon access of new clientele. Specific risks and uncertainties which may affect forward looking statements about the business and prospects include the possibility that a competitor will develop a more comprehensive or less expensive service or solution to ZMAX's services or products and delays in the market awareness of ZMAX and its product and service solutions. These factors and others are discussed in the ''Management Discussion and Analysis'' section of ZMAX's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 1997, to which reference should be made. ZMAX CORP. is quoted on the NASDAQ Small Cap exchange under the symbol of ''ZMAX'' and on the Frankfurt and Berlin Stock Exchanges under the symbol of ''ZMX'' -------------------------------------------------------------------------------- Contact: ZMAX CORP. Investor Communications Co. 800/416-0811 or 800/547-0443 --------------------------------------------------------------------------------