NEW YORK, Dec. 15, 2004 (PRIMEZONE) -- Advanced Technology Industries, Inc. (OTCBB:AVDI) (the "Company") announced today the closing of the merger with LTDnetwork, Inc. ("LTD") and the consummation of its acquisition of Alfa-Pro Products GmbH ("Alfa-Pro") and the intellectual property rights of certain individuals related to Alfa-Pro. In connection with such transactions, Allan Klepfisz, the Chief Executive Officer of LTD, has been named as the Chief Executive Officer and President of the Company.
"I am very excited about leading the combined companies into a period of growth and profitability," stated Allan Klepfisz. "Now that the merger process has been finalized we can focus our full attention on the commercialization of the extensive intellectual property portfolios contributed by LTD, the Company and Alfa-Pro."
Pursuant to the merger, the Company issued to the LTD stockholders (i) an aggregate of 207,889 shares of a newly created series of preferred stock and (ii) warrants to purchase an aggregate of 473,350 shares of such preferred stock, at an exercise price of $16.33 per share. The terms of such preferred stock provide that each share of such preferred stock will be convertible into 400 shares of common stock of the Company if the Company's common stockholders approve an amendment to the Company's certificate of incorporation to increase its authorized shares of common stock from 100,000,000 to at least 500,000,000 shares. The Company currently intends to seek stockholder approval for such amendment at a special meeting of its stockholders anticipated to be held in the first quarter of 2005. If such amendment is approved, the shares of preferred stock issued in the merger will be automatically converted into an aggregate of 83,155,600 shares of common stock, representing approximately 42% of the of the outstanding shares of common stock of the Company assuming that no warrants are exercised, and the warrants issued in the merger will be exercisable for an aggregate of 189,340,000 shares of common stock, with a corresponding adjustment in the exercise price, representing approximately 49% of the outstanding shares of common stock of the Company assuming that all the warrants are exercised. If all the warrants are exercised and the shares of preferred stock are converted into shares of common stock, the LTD stockholders would receive an aggregate of 272,495,000 shares of common stock, representing approximately 71% of the outstanding shares of common stock of the Company. In addition, the Company has agreed to file a registration statement relating to the resale of the shares of common stock received upon conversion of the preferred stock issued in the merger.
Pursuant to the acquisition of Alfa-Pro and certain intellectual property rights, the Company issued to the sole stockholder of Alfa-Pro and the owners of such intellectual property rights an aggregate of 50,000 shares of preferred stock. In addition, the Company has agreed to pay to such sole stockholder cash in an amount not to exceed $90,000 within the next 18 months. If the stockholders of the Company approve the above mentioned amendment to the Company's certificate of incorporation, such shares of preferred stock will be automatically converted into an aggregate of 20,000,000 shares of common stock.
In connection with the merger, Hans Skrobanek resigned as a member of the board of directors and as President of the Company. In addition, Allan Klepfisz, Chai Ong and Arie Baalbergen, each a director of LTD, joined James Samuelson as members on the Company's board of directors.
About Advanced Technology Industries, Inc.
The Company is a technology holding company devoted to technology identification and acquisition, as well as research and development leading to commercialization of innovative products, including proprietary technologies. Through its new subsidiary, LTD, the Company owns a range of cutting-edge proprietary software products developed by LTD that are designed to facilitate and enhance the purchasing experience of both its own customers and those of leading Internet companies that will utilize the products under joint venture or licensing arrangements. The initial focus of the Company following the merger will be the launch in the first quarter of 2005 of LTD's innovative P2P file sharing service, Qtrax, which is the subject of a growing number of contracts with record labels. In addition, through its purchase of Alfa-Pro and the intellectual property rights of certain individuals related to Alfa-Pro, the Company obtained intellectual property rights to over 40 consumer products. The Company has offices in New York, New York and Melbourne, Australia.
Additional Information And Where To Find it
The Company intends to file with the Securities and Exchange Commission ("SEC") a proxy statement, and other relevant documents in connection with the proposed amendment to its certificate of incorporation. Investors and security holders of the Company are advised to read the proxy statement and other relevant materials when they become available because they will contain important information about the Company and the proposed amendment. The proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. A free copy of the proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, may also be obtained from the Company.