To: Philip Armstrong who wrote (459 ) 4/29/1999 7:40:00 AM From: Linda Kaplan Read Replies (1) | Respond to of 543
Headline: Fingermatrix Acquires Three Subsidiaries, Yields Control ====================================================================== ELMSFORD, N.Y.--(BUSINESS WIRE)--April 29, 1999--Fingermatrix, Inc. (NASDAQ BB-FINX), a pioneer in electronic fingerprinting technology, announced today that it has acquired in a reverse merger, SES Acquisitions Corp., with its wholly-owned subsidiaries, Sequential Electronics Corp. and S-Tech, Inc., plus its controlling interest in FMX Corp., all based in Elmsford, NY. The transaction involved a combination of common and convertible preferred stock. SES has assumed management control under a new Board of Directors consisting of Lewis B. Schiller, E. Gerald Kay and Joel Brown. The company's former directors have resigned. Mr. Schiller, chairman of the combined entity, said, "A prime objective of this merger is to combine the electronic fingerprinting and related technologies of Fingermatrix and FMX to provide positive identification for secure transactions on the Internet." Mr. Schiller, who is also chairman of SES and its parent, The Trinity Group, said the merged concerns will continue as Fingermatrix, Inc., with three operating subsidaries. No change is expected in trading of its stock, which is listed on the NASDAQ Bulletin Board under the symbol FINX. As soon as practicable a Special Meeting of Stockholders will be held to effect conversion of all the preferred stock issued into common and to increase the number of authorized common shares to accommodate that action. A reverse split of the common, roughly one new share for 19 present shares, will also be voted, bringing the total outstanding down to 5,000,000 shares. Trinity will own 85 percent of the equity, the present stockholders ten percent and certain former Fingermatrix creditors five percent. Fingermatrix's operations, which had been suspended pending additional funding, will be moved from their Dobbs Ferry, NY location to the expanded headquarters of its three acquisitions in nearby Elmsford, NY, Mr. Schiller said. The fingerprinting and related products developed by FMX Corp. will be integrated with the single-finger scanners, access control systems and the FBI-certified ten-finger systems marketed by Fingermatrix. Sequential Electronic Systems (SES) is a design and manufacturing facility for electro-optical products, while S-Tech designs and produces both customized vending machines and a variety of avionic instruments. "We believe there is great synergy in this four-company union which should speed our progress on several fronts," Mr. Schiller noted. "Our unified fingerprinting development will now be supported by the engineering and production capabilities of SES and S-Tech." Fingermatrix led the initial development of electronic fingerprinting nearly 20 years ago and has held as many as 17 patents in the field, seven of which are still in force. The company was founded by Lewis Schiller's brother, Michael Schiller, who left the company in 1994 and formed FMX Corp. of which he is now president and CEO. CONTACT: Molesworth Associates, Inc. Gordon Molesworth, 520/625-0550 KEYWORD: NEW YORK INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS COMED MERGERS/ACQ Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page. URL: businesswire.com Copyright 1999, Business Wire