October 20, 2003
Nutek, Inc. Announces Spin-Off of
Subsidiary and Stock Dividend.
LAS
VEGAS, Oct 20, 2003 (BUSINESS WIRE)
-- Nutek, Inc. (NUTK) today
announced the Company has notified
the National Association of
Securities Dealers (NASD) of its
intention to issue a special stock
dividend to shareholders. The
Company has placed the patented
TekPlate™ product and various
related licenses, marketing
agreements, etc., into a subsidiary
corporation, which will be spun off
from the parent, Nutek, as a wholly
owned subsidiary. Thereafter, Nutek
will declare a special dividend of a
portion of such shares of the
subsidiary to Nutek shareholders, as
explained below.
We anticipate that this spin-off
will allow the subsidiary access to
additional capital through its own
equity, rather than requiring
dilution of the parent Nutek, and
thus would, if successful, allow
owners of the shares of the new
subsidiary to directly benefit from
expected and projected growth and
marketing of the TekPlate™ product.
TekPlate™ is a specialty line of
patented switch plate and outlet
plate covers specifically designed
to provide automatic illumination
when the power fails.
Nutek will retain majority ownership
of the subsidiary, with the
shareholders of Nutek receiving one
share of the subsidiary's common
stock for approximately every 300
shares of Nutek common stock held,
with the balance of the subsidiary's
authorized shares set aside for
future development. The record date
for this special dividend (the
"Dividend") is anticipated to be
October 31, 2003 (the "Record
Date").
The Dividend will take the form of a
share certificate representing a
number of shares of common stock of
the subsidiary, as stated above,
which will be distributed to the
Company's beneficial stockholders of
record as of the Record Date.
Certificates for the Dividend shares
in the subsidiary, which is not yet
publicly traded, will specify the
name of the beneficial owner.
There will be two ways for
stockholders to receive their
Dividend certificate, as follows:
1. Obtaining Dividend For Nutek's
Common Shares - If a stockholder is
already a record owner of the
Company, holding certificates for
Nutek common stock issued in his,
her or its name, no further action
is needed. The transfer agent will
mail a Dividend certificate directly
to the record owner. To prevent any
delay, we recommend shareholders
confirm with the Company's transfer
agent their address in the transfer
agent's records. If you have or
think you may have had a change of
address since you were issued your
stock certificate, please notify the
transfer agent in writing of your
change of address. The transfer
agent's contact information is:
Transfer Online, Inc. 227 SW Pine
St. Suite 300 Portland, OR 97204
Attention: Myrna Singer Fax No :
(503) 227-2950 Tel: No : (503)
227-6874 Email :
myrna@transferOnline.com
PLEASE NOTE: If a stockholder does
not yet hold shares of the Company's
common stock in certificate form,
but holds them in street name with a
broker, such beneficial stockholders
can request a stock certificate from
their broker representing their
ownership interest in the Company's
common stock. If such certificate is
issued to a stockholder prior to the
Record Date, that stockholder need
do nothing further. The Company's
transfer agent will then mail the
Dividend certificate directly to
those stockholders. To insure
receipt of their Dividend
certificate, the Company urges all
stockholders who do not currently
hold their shares of Nutek's common
stock in certificate form, and who
wish to take part in the Dividend
distribution, to immediately
request, in writing, from their
broker an actual paper stock
certificate representing their
shares of the Company's common
stock. To assist stockholders in
this regard, a sample stockholder
letter requesting a certificate
evidencing their ownership of Nutek
has been posted on the Company's
website
www.nutk.com . If you have
requested a stock certificate from
your broker and are experiencing
difficulties or unusual delays in
obtaining your stock certificate,
the Company would like to hear from
you immediately. You should notify
the Company of any such problems via
e-mail at
certificates@nutk.com or via fax
at (702) 262-0033. Such
notifications should include a copy
of your brokerage statement
reflecting your claimed ownership
interest in Nutek.
2. Relying on Your Broker's
Beneficial Owner List - If you elect
not to obtain your stock
certificate, or a stock certificate
that you requested is not issued by
the Record Date, your broker will be
submitting to the Company's transfer
agent within five (5) business days
after the Record Date a list of its
beneficial owners of Nutek common
stock as of the Record Date to
enable the transfer agent to issue
directly to such beneficial owners
the Dividend certificate(s). If you
are a stockholder who elected not to
request your stock certificate or if
you requested your stock certificate
and do not receive it by the Record
Date, you should contact your broker
promptly after the Record Date to
insure that your ownership interest
in Nutek common stock, as of the
Record Date, is included properly on
the beneficial owner list that your
broker is required to submit to the
Company's transfer agent.
Stockholders and brokers should also
note that Dividend certificates will
be issued first to registered
stockholders who hold their shares
in certificate form in their name,
and then to those beneficial
stockholders identified in the
beneficial owner lists submitted by
the brokers. The Company will
commence mailing Dividend
certificates to registered
stockholders within ten (10)
business days after the Record Date.
Accordingly, brokers must submit
their beneficial owner lists to the
transfer agent within five (5)
business days after the Record Date
to enable the transfer agent to
process the Dividend certificates.
About TekPlate™
TekPlate™ is a specialty line of
patented switch plate and outlet
plate covers specifically designed
to provide automatic illumination
when the power fails. More
information is available at
www.tekplate.com .
About Nutek, Inc.
Nutek, Inc. (NUTK) is a public
holding company with primary
operations in three diverse
industries: Datascension Inc. a
leading data processing and market
survey firm; Nutek Oil Inc., an oil
and gas exploration and development
company; and Nutek Inc., a developer
and marketer of proprietary
consumer/commercial products.
Additional information is available
at
www.nutk.com .
SAFE HARBOR STATEMENT:
THIS NEWS RELEASE MAY INCLUDE
FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF SECTION 27A OF THE
UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND SECTION 21E OF
THE UNITED STATES SECURITIES AND
EXCHANGE ACT OF 1934, AS AMENDED,
WITH RESPECT TO ACHIEVING CORPORATE
OBJECTIVES, DEVELOPING ADDITIONAL
PROJECT INTERESTS, THE COMPANY'S
ANALYSIS OF OPPORTUNITIES IN THE
ACQUISITION AND DEVELOPMENT OF
VARIOUS PROJECT INTERESTS AND
CERTAIN OTHER MATTERS. THESE
STATEMENTS ARE MADE UNDER THE "SAFE
HARBOR" PROVISIONS OF THE UNITED
STATES PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 AND INVOLVE RISKS
AND UNCERTAINTIES WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN.
Forward-looking statements involve
risks and uncertainties. Words such
as "will," "anticipates,"
"believes," "plans," "goal,"
"expects," "future," "intends" and
similar expressions are used to
identify these forward-looking
statements. Actual results could
differ materially from those
anticipated in these forward-looking
statements for many reasons,
including the risks described in
this press release. Such risks
include, but are not limited to
terrorist activities that may affect
our business or the economy in
general; lack of consumer
acceptance; better products
developed by other companies;
technological obsolescence of our
product(s); lack of funds to market
our product; increase in costs of
production, and similar risks. For
further information about Nutek,
Inc., please refer to its materials
filed with the Securities and
Exchange Commission and available on
the SEC website at www.sec.gov.
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