atout
16年前
LGFC - KIDVILLE HOLDINGS, LLC AND LONGFOOT COMMUNICATIONS CORP. ANNOUNCE MERGER AGREEMENT.
DR. PHILLIP FROST LEADS 10 MILLION DOLLAR INVESTMENT IN KIDVILLE.
NEW YORK and MIAMI —— Kidville Holdings, LLC- operating as “Kidville” and named ‘best of’ by New York Magazine and given a five star “extraordinary” customer rating in The Lila Guide: New Parent Survival Guide- and Longfoot Communications Corp. (LGFC.OB), a publicly-traded company with no active operations, have signed a merger agreement pursuant to which Kidville will become a wholly owned subsidiary of Longfoot Communications. Following consummation of the merger, and subject to necessary stockholder approval, it is anticipated that Longfoot Communications will be renamed Kidville, Inc. (or a variation thereof) and will be headquartered in New York City. The merger is expected to close within the next sixty days, and the combined company intends thereafter to apply to list its common stock on the American Stock Exchange (AMEX).
In conjunction with the signing of the merger agreement, Dr. Phillip Frost, former Chairman and Chief Executive Officer of IVAX Corporation, and others (“Investors”), invested $10 million dollars in Kidville. Also among the Investors are (i) an entity in which Glenn L. Halpryn, President, Secretary and a director of Longfoot Communications, has an interest, (ii) Steven D. Rubin and Dr. Subbarao Uppaluri, both of whom are directors of Longfoot Communications and (iii) Dr. Jane Hsiao. Under the terms of the merger agreement, it is expected that the Investors, including Dr. Frost, and the existing stockholders of Longfoot Communications will own approximately 25% of the combined company, on a fully diluted basis, upon consummation of the merger. The Kidville members, excluding the Investors and the existing stockholders of Longfoot Communications, will own approximately 75% of Longfoot Communications following the merger. The merger is subject to customary closing conditions.
Kidville’s management team, including its co-founder, Shari Misher Stenzler, will continue to lead the company following the merger.
Says Shari Misher Stenzler, “It is very exciting to have Dr. Frost and his associates—Dr. Jane Hsiao, Steve Rubin and Dr. Rao Uppaluri as strategic investors in Kidville. The Frost investment, along with the closing of the merger with Longfoot Communications, will provide us the flexibility to expand our growth via acquisitions and new business ventures while also creating a public market for Kidville stockholders.”
Says Dr. Phillip Frost, “We are excited to be significant investors in Kidville. We believe that Kidville’s brick and mortar locations coupled with Kidville’s developing entertainment business have created a unique platform that makes Kidville well- positioned to become one of the dominant children’s brands nationwide.”
About Kidville
Named ‘Best of’ by New York Magazine, Kidville operates large, upscale facilities, catering to newborns through five-year-old children and their families. In addition to offering a wide range of developmental classes for newborns-5 year olds, including Little Maestros, Run Wiggle Paint & Giggle, Big Muscles for Little Babies, Kidville Tumblers, and Kidville University (Kidville’s Pre-School Alternative Program), Kidville also features an indoor playground, a retail boutique and the Kidville Salon. Silver Membership is free with enrollment in any Kidville class, while upgrades to Gold, Platinum and Diamond levels are also available.
Kidville also operates “Kidville Annex” locations that feature a selection of Kidville offerings.
Kidville recently announced the launch of its National Franchise Program.
The Kidville concept started when Shari Misher Stenzler, Co-Founder of London Misher Public Relations, found herself carrying her baby and stroller down a long flight of stairs for her child’s first music class. “There must be a better way,” she thought and began informally polling friends and fellow parents about their needs.
Fun and familiar geometric shapes are the design foundation for the Kidville interior space. Used with vibrant colors, the design elements encourage exploration and intuitively guide children throughout the space. This playful and cross-functional design provides the perfect setting for everything from intimate classes to “Big Blow Out” birthday parties.
Kidville Founders include Cosí co-founder Andy Stenzler, London Misher Public Relations President, Shari Misher Stenzler, tennis stars Andre Agassi and Steffi Graf, philanthropist Laurie Tisch, Emanuel and Liz Stern (HartzMountain Realty/Tribeca and SOHO Grand Hotels), Richard Chapman and Gordon Hamm (GMC Parking Chain) and Kidville President Rammy Harwood.
For more information about Kidville, please contact Shari Misher Stenzler @ London Misher Public Relations, Inc. 212-759-2800 ext 11. or shari@londonmisherpr.com.
For more information about Longfoot Communications, please contact Glenn L. Halpryn, at 305-573-4112.
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations or beliefs of Kidville’s management and are subject to a number of factors and uncertainties that could cause actual events to differ materially from those described in the forward-looking statements.
atout
17年前
On March 3, 2008, the Board of Directors of the Company appointed Alan Jay Weisberg to the position of Chief Financial Officer of the Company.
Mr. Weisberg, 62, is the Chief Financial Officer and a director of Getting Ready Corporation and the Chief Financial Officer and a director of clickNsettle.com, Inc., two publicly traded shell companies. Mr. Weisberg was the Acting Chief Financial Officer of Orthodontix, Inc. from September 1999 until December 2006 and the Treasurer and a director of Orthodontix, Inc. from April 2001 until December 2006. Since July 1986, Mr. Weisberg has been a stockholder in the accounting firm of Weisberg Brause & Co., Boca Raton, Florida. Mr. Weisberg has been the principal financial officer of United Security Corporation, a broker-dealer registered with FINRA, since June 1987.
MWM
17年前
Longfoot Communications Corp. Closes Sale of 51% of the Company
Nov 29, 2007 9:00:00 AM
Copyright Business Wire 2007
LOS ANGELES--(BUSINESS WIRE)--
Longfoot Communications Corp. (OTCBB:LGFC) today closed a Stock Purchase Agreement with four investors, led by an entity beneficially owned by Dr. Phillip Frost. In accordance with the agreement, Longfoot implemented a one-for-three reverse stock split, increased its authorized common and preferred shares, and sold an aggregate of 1,698,382 post-reverse split unregistered shares, or approximately 51% of the outstanding post-reverse split shares, to this investor group. The company sold all its operating assets, consisting principally of equipment, to an unrelated party in November 2007. In addition, in connection with the sale of its operating assets, the Company surrendered its sole low power television license to the Federal Communications Commission. The aggregate purchase price for the shares was set in the agreement as an amount equal to approximately net cash of the company on the closing date after deducting liabilities and costs, including costs and expenses of this transaction. This amount equaled $50,000. Certain shareholders have agreed to contribute an amount, which following expenses, yielded the Company a net $50,000. As a consequence of these transactions, at closing, the Company has $100,000 in cash and no liabilities.
Effective with this closing, two of the Company's directors and officers, Jack Brehm and Arthur Lyons, resigned today. The board appointed Steve Rubin and Dr. Subbarao Uppaluri to the vacant director positions. Following these appointments two vacancies remain on the board of directors. Aaron A. Grunfeld, a director, was appointed as the Company's interim and acting Chief Executive Officer, Chief Financial Officer and Secretary.
Steven D. Rubin. Mr. Rubin has served as Executive Vice President - Administration of OPKO Health, Inc. since May 2007 and a director of OPKO Health, Inc. since February 2007. Mr. Rubin served as the Senior Vice President, General Counsel and Secretary of IVAX from August 2001 until September 2006. Before joining IVAX, Mr. Rubin was Senior Vice President, General Counsel and Secretary with privately-held Telergy, Inc., a provider of business telecommunications and diverse optical network solutions, from early 2000 to August 2001. In addition, he was with the Miami law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson from 1986 to 2000, in the Corporate and Securities Department. Mr. Rubin had been a shareholder of that firm since 1991 and a director since 1998. Mr. Rubin currently serves on the board of directors of Dreams, Inc., a vertically integrated sports licensing and products company, and Cellular Technical Services Company, Inc., the parent company of Safestitch LLC, a medical device company.
Rao Uppaluri, Ph.D. Dr. Uppaluri has served as Senior Vice President and Chief Financial Officer of OPKO Health, Inc. since May 2007. Dr. Uppaluri served as the Vice President, Strategic Planning and Treasurer of IVAX from 1997 until December 2006. Before joining IVAX, from 1987 to August 1996, Dr. Uppaluri was Senior Vice President, Senior Financial Officer and Chief Investment Officer with Intercontinental Bank, a publicly traded commercial bank in Florida. In addition, he served in various positions, including Senior Vice President, Chief Investment Officer and Controller, at Peninsula Federal Savings & Loan Association, a publicly traded Florida S&L, from 1983 to 1987. His prior employment, during 1974 to 1983, included engineering, marketing and research positions with multinational companies and research institutes in India and the United States.
About Longfoot Communications Corp:
Upon the disposition of our operating assets in November 2007, we became a "shell company" with no operating assets or business. Our plan of business will be to identify and evaluate a merger or other business combination with an operating company. No assurance can be given as to when or if we will be successful in doing so. These factors raise substantial doubt about the Company's ability to continue as a going concern in the short term and its business activities or profitability in the long term.
MWM
17年前
Longfoot Communications Corp. Implements One-For-Three Reverse Stock Split and Changes Company's Symbol to OTCBB:LGFC
Nov 27, 2007 9:00:00 AM
Copyright Business Wire 2007
LOS ANGELES--(BUSINESS WIRE)--
Longfoot Communications Corp. (OTCBB:LGFC) announced that effective today, November 27, 2007, shares will trade on the Over-the-Counter Bulletin Board (OTCBB), after giving effect to a one-for-three reverse stock split. Longfoot has changed its Bulletin Board trading symbol to LGFC and its new CUSIP number is 54303Q 202. Longfoot also amended its Certificate of Incorporation to increase the authorized common shares to 225,000,000 and the authorized preferred shares to 50,000,000. Arthur Lyons, President of Longfoot, said, "We expect stockholders of record on November 26, 2007 will receive a transmittal letter from the Company's transfer agent indicating how they can exchange their current share certificates for new post-split share certificates."
About Longfoot Communications Corp.
Upon the disposition of our operating assets in November, 2007, we became a "shell company" with no operating assets or business. Our plan of business will be to identify and evaluate a merger or other business combination with a well-capitalized operating company with growth potential. No assurance can be given as to when or if we will be successful in doing so. These factors raise substantial doubt about the Company's ability to continue as a going concern in the short term and its business activities or profitability in the long term.
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