To: interesting man who wrote (2481 ) 1/7/1999 12:52:00 PM From: Nescom Respond to of 15987
CITN moving on internet news 7.5 million float. Citadel Launches New Internet Company -- shoppingwave.com Business Wire - January 07, 1999 12:20 DALLAS--(BUSINESS WIRE)--Jan. 7, 1999-- Citadel To Declare Spin-off Stock Dividend of 15% of New Company to Shareholders Citadel Technology, Inc. (OTCBB: CITN), a provider of network and desktop security software products, announced today that it has launched an internet subsidiary, shoppingwave.com, designed to implement the internet strategies and concepts developed by Citadel. Citadel will file with the SEC to make shoppingwave.com a fully reporting, publicly traded, over the counter company, of which Citadel will own 85% after the spin off dividend. Shoppingwave.com will be fully devoted to the development and operation of electronic commerce and other internet related opportunities. Citadel's Board of Directors approved a stock dividend of 750,000 shares of shoppingwave.com's common stock (15% of the subsidiary's outstanding stock). The record date will be set following the filings of an information statement and an Exchange Act registration statement with the SEC. Citadel stockholders will receive shares of the internet subsidiary spin-off dividend based on their pro rata Citadel holdings on the record date. Based on Citadel's currently outstanding shares, each Citadel stockholder would receive one share of the new company's common stock for approximately every 42 Citadel shares held at the record date. Shoppingwave.com seeks to become a leading e-commerce site. The company will initially launch two brand concepts. The first is to become the leading consolidator and repository of on-line "How To" information and training. Shoppingwave.com's sites will include on-line courses and information on how to do almost anything, from fixing leaky faucets to creating macros in Microsoft Excel(TM). The company seeks to create a site that will be a leading destination for anyone who needs help in learning anything. One of the first anchors of the shoppingwave.com internet mall will be the Citadel Campus, which offers interactive, on-line training courseware for the industry's top software applications from companies such as Microsoft(TM), Netscape(TM), Lotus(TM), Symantec(TM), Intuit(TM) and Adobe(TM) The second concept of shoppingwave.com is an e-commerce outlet mall that the company believes will create a new experience for on-line shopping in the future. Details of the outlet mall will be disclosed at a later date. Steven B. Solomon, Citadel President and CEO said, "Our core business at Citadel is built on a solid foundation which continues to get stronger. After extensive research and planning, by establishing a separate subsidiary, we clearly envision this new entity as a premier commerce company that will create a new paradigm for on-line shopping in the future. Citadel and the subsidiary will be able to focus on opportunities unique to each respective company and allows each to independently pursue their own investment opportunities. This will better enable the companies to compete in tomorrow's markets and to deliver value to its shareholders and customers." A new board of directors and management for the new subsidiary will be announced in the near future. Citadel will file an information statement related to the dividend with the Securities and Exchange Commission prior to distribution and distribute an information statement to its stockholders. Citadel believes that the dividend will be a taxable event and is reviewing the tax consequences of the dividend, which will be disclosed in the filings. For more information, please contact Citadel Technology Inc. at 1-800-962-0701 or visit the company website at www.citadel.com. The above statements are not strictly historical facts and include forward-looking statements that involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking statements could differ materially as a result of, among other things, the following: timing and delays related to distribution of an information statement based on the SEC review process, implementation of internet strategies, integration of technology, transition of selling and distribution methods, the availability of capital on terms acceptable to the Company, general economic conditions, competition, the market for the network software products, software development costs and possible future litigation, as well as the risks and uncertainties discussed in the Company's public reports and filings and public statements. CONTACT: Company Contact: Steven B. Solomon Tel: (214) 520.9292 or Media and Investor Contact: Dian Griesel, Ph.D. The Investor Relations Group Tel: (212) 664.8489 Nescom