To: +David Sirk (80 )
From: +David Sirk
Friday, Dec 4 1998 12:22AM ET
Reply # of 831
Share Break down!
In respect of the merger of STII and INI (the "Merger"), STII issued an
aggregate of 585,819,936 shares of its Common Stock in exchange for all of the
issued and outstanding common stock of INI. The Merger closed on February 9,
1998 and was effected upon filing a Certificate of Merger with the Delaware
Secretary of State and Articles of Merger with the Florida Secretary of State on
February 9, 1998.
The Shares were acquired by Ms. Tolley in exchange for all of the
common stock of INI held by Ms. Tolley, and were acquired for investment
purposes. Ms. Tolley has placed all of the shares of STII's Common Stock in the
Lang Family Trust, a living trust established for the benefit of the Lang
Family. Ms. Tolley will monitor the Trust's investment in STII and will
determine the most appropriate action to take. The Shares were issued to Ms.
Tolley in a private transaction pursuant to Section 4(2) of the Securities Act
of 1933, as amended, and thus the resale of the Shares is restricted.
Pursuant to the terms of the Merger Agreement, effective on the closing
of the Merger, all of the persons who were previously officers and directors of
STII resigned and Barbara L. Tolley became Chief Executive Officer and Chairman
of the Board. Other new officers and directors of Safe Aid are Michael Bhathena,
Vice President and Chief Information Officer, Bradford Tolley, Secretary and
Treasurer, Charles Martus, Director, Jack Tolley, Director, Franklin Frank,
Director and Robert Alexander, Director. Moreover, the name of STII was changed
from Safe Aid Products Incorporated to Safe Technologies International, Inc.
(b) Capitalization. The authorized capital stock of Safe Aid
consists of 950,000,000 shares of $.00001 par value Common Stock, of which
705,477,200 shares are outstanding as of the date of this Agreement. Prior to
Closing, Safe Aid shall complete a 10 to 1 reverse stock split pursuant to which
A-4
the number of outstanding shares will be reduced to 70,547,720 as of Closing
with no change to the par value of the Common Stock, and shall increase its
authorized Common Stock to 999,999,000 shares. All of the outstanding shares of
Common Stock have been validly issued and are fully paid and non-assessable.
Except (i) for outstanding warrants for the purchase of 147,272,800 shares of
Common Stock as described in the Form 10-QSB filed by Safe Aid with the
Securities and Exchange Commission for the quarter ended May 31, 1997 and (ii)
as described in this Agreement, Safe Aid has no shares of Common Stock reserved
for issuance and there are no outstanding subscriptions, options, warrants,
rights, convertible securities or other agreements or commitments of any
character relating to the issued or unissued Common Stock or other securities of
Safe Aid obligating Safe Aid to issue any securities.
(c) Subsidiaries. Safe Aid has no subsidiaries, nor does it
To Summerize!
IT looks like we have 70 million in the float
585,819,936 restricted. Owned by the CEO
50,000 000 in stock used for merger costs
This leaves around
703,000,000 authorized Common 999,999,000 This means they can use 300,000,000
more shares if they need to
So as you can see. This is Bad but not THAT bad!
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SAFE TECHNOLOGIES INTL INC (OTC: SFAD)
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