Business Editors
KETCHUM, Idaho--(BUSINESS WIRE)--Nov. 16, 1998--Thomas Gillespie,
President and Founder of Aqua Vie Beverage Corporation (OTC:AVBCD),
announced today that AVBC had completed the corporate restructuring
program which began in April 1998, and was now completing the 1998
production ramp-up financing, and had also made financing placement
arrangements for a 1999 Worldwide Product Launch of Aqua Vie's 4
existing product lines, as well as its new line of Aqua Vie Smoothies.
Mr. Gillespie stated that, "Although AVBC had expended over
$150,000 to complete the restructuring program, I am satisfied that
the corporate profile is now such that, with the completion of the
$1,000,000 1998 Production Ramp-up Financing this month, as well as
the completion now set for early 1999, of the first of three
$5,000,000 private placement financing arrangements, that there is
sufficient support for the launch of the Domestic and International
Sales and Distribution Program that has been under development
throughout 1998."
Mr. Gillespie stated that, "The restructuring began with a legal
review of AVBC in May of 1998, that was intended to streamline the
AVBC capital structure, provide common stock for the planned 1998 and
1999 financing arrangements, and complete the transactions with
various persons who had supported AVBC prior up through 1998. This was
all accomplished without requiring additional common stock to be
authorized."
"Another objective of the restructuring was to provide an
additional inducement to persons who would provide special services
for AVBCD, during the anticipated growth period of 1999, and beyond.
Through the creation of two new classes of incentive Series A, B
preferred shares, convertible after a three year period to common (to
reduce market-overhang), only 15% of these shares may be sold or
converted by the holders to common during the first 36 months after
issuance and none, can be converted in the first 12 months. An
additional incentive feature of the Series B Shares is an increased
convertibility to common linked to the market price of the common
Shares only if those share increase to more than $5.00/share."
The next objective of the restructuring was to simplify the
accounting for the year-end audit and SEC 1934 Act Form 10 filing and
reporting, planned for early 1999 by the establishment of a Delaware
holding company. On October 15, 1998, Mr. Gillespie said that, "The
company that had been Aqua Vie Beverage Corporation was renamed BEVA
Corporation, and became a wholly owned subsidiary of a holding
company, which assumed the AVBC name and its worldwide operations. As
a result of this transaction, the shareholders became shareholders of
the holding company with exactly the same amount of stock and relative
rights and positions, and with the same management as before, as
required by Delaware law."
"On November 13, 1998, the restructuring program was completed by
the combination of common shares outstanding five to one, and the
combination of Series A, B preferred shares outstanding five to one,
reducing common shares outstanding to approximately 11,000,000 shares,
and leaving almost 40,000,000 common shares in the treasury, all
without the necessity of any additional common stock being authorized.
To effect the combinations, all shareholders will be required to
exchange their certificates for new certificates so that the new CUSIP
number can be imposed."
"In addition to the benefits provided in securing the financing
placement arrangements and SEC compliance, the restructuring enabled
AVBCD to secure the services, in Ketchum, of the Vice President of
Finance, Mr. Cooper, and the Vice President of Administration, Mr.
Wozniak, as announced earlier, as well as support staff domestically
and internationally, and will also assist Aqua Vie in securing future
domestic and foreign location support staff believed necessary to
effect a product launch of the magnitude planned."
"This restructuring was also material in negotiating a definitive
strategic alliance and distribution agreement with Lyons Magnus, which
I consider to be one of the most expansive and lucrative elements in
the 1999 Domestic and International Product Launch."
Mr. Gillespie also said, "Although this announcement was provided
for a general review of the completed restructuring, the details of
the preferred stock, and other transactions are on file in Delaware,
and are available to all shareholders who desire such information."
For further information on Aqua Vie Beverage Corporation, visit
our web site at: aquavie.com.
This release may contain forward-looking statements that involve
risks and uncertainties including, without limitation, continued
acceptance of the company's products and services, increased levels of
competition, new products and technological changes, the company's
dependence upon financing, third-party suppliers and intellectual
property rights, and other risks as may be detailed from time to time
in the company's federal filings, annual report, offering memorandum,
or prospectus. |
