Due to the frustrations that I think We all are feeling from the R/S I am reposting the News Release of 11/16/98. At least Tom gave us an explanation of His reasoning at that time. Many Companies do not say anything. It may or may not help but at least it's something.
Frank
Aqua Vie Beverage Corporation Announces Completion of Corporate
Restructuring, and Phase Two Financing Commitment
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.
CONTACT: Aqua Vie Beverage Corp.
Jim Parker, 888/766-3425 |
