VALLEY STREAM, N.Y., April 11 /PRNewswire-FirstCall/ -- Powersafe Technology Corp. (OTC Bulletin Board: "PWSF") has entered into a merger agreement with Amplification Technologies, Inc., a privately held Delaware corporation. Pursuant to the terms of the merger agreement, Amplification will merge with a wholly-owned subsidiary of Powersafe in exchange for approximately 31,500,00 shares of Powersafe to be newly issued to shareholders of Amplification and reserved for the exercise of options and conversion of convertible preferred. Powersafe will also assume approximately $700,000 of non-convertible preferred. Powersafe currently has 7,075,000 shares of common stock issued and outstanding and no other issued securities, warrants or options in its capital structure. Effective as of March 31, 2008, Jack N. Mayer, the controlling stockholder of Amplification, was appointed as a director and President of Powersafe.
Amplification is a Delaware corporation formed in May 2002 whose scientists have invented an extremely sensitive photodetector technology that it believes has significant performance and cost advantages over traditional technology and is positioned as a next generation solid state technology for low level light detection. Amplification's platform semiconductor technology, which allows amplification with very low noise of weak signals, is in principle applicable to, and has been patented to encompass, detection of signals other than light, and thus could in principle be used to create very sensitive biological, radiological, electrical, and chemical sensors. Amplification's website is http://www.amplificationtechnologies.com.
In connection with the merger agreement, a group of investors invested an aggregate of $2,000,000 in a transaction in which $625,000 was used to acquire 100% of the issued and outstanding stock of Powersafe, 95% of which was acquired by the investors, including Mr., Mayer, and 5% of which was given to persons, including Mr. Mayer, who assisted in the transaction, and approximately $1,360,000 was contributed by the new owners as capital to Powersafe. Mr. Mayer and his wife acquired approximately 27.2% of the issued and outstanding shares of Powersafe in the transaction.
Powersafe used approximately $1,280,000 to purchase non convertible Series C Preferred Stock issued by Amplification and approximately $730,000 of such proceeds were used by Amplification to redeem non-convertible preferred stock of Amplification held by Mr. Mayer and a member of his family. The Series C Preferred shares have a 2% monthly pay in kind dividend, restrictive covenants including a prohibition on funded debt and the issuance of securities which are senior or pari passu to the Series C Preferred, are redeemable by the Registrant on February 14, 2009, and are slated to be retired as part of the merger.
The closing of the merger, which is expected by the end of May, 2008, will occur when all the customary conditions in the merger agreement are satisfied, including the delivery of audited financial information of Amplification,
For more information about the transaction, see the Current Reports on Form 8-K filed by Powersafe on April 4, 9 and 11, 2008 with the Securities and Exchange Commission.
This Press Release contains forward-looking statements relating to future activity, including the closing of the merger and operational and business prospects. The Company's results may be affected by, among other factors, business abilities and judgment of personnel, availability of qualified personnel, results of the prototypes, and changes in, or failure to comply with various government regulations.
For further information, please contact Jack N. Mayer at Amplification Technologies - 718 951 8021
|SOURCE Powersafe Technology Corp.|
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