TMCnet News
Security Intelligence Technologies Inc. Sells SubsidiariesNEW YORK --(Business Wire)-- March 24, 2005 -- Security Intelligence Technologies, Inc., (OTCBB: SITG) today announced the sale of all of the stock in the Company's subsidiary, CCS International, Ltd. ("CCS") to Menahem Cohen, who was one of the Company's vice presidents and a director. The consideration consisted of $100, which was paid at the closing, and contingent consideration consisting of 5% of CCS's and its subsidiaries' net sales through March 31, 2015. Prior to 2004, the Company's retail operations were conducted almost exclusively through CCS and its subsidiaries, although modest retail sales were made from the Company's main office and its London office. The Company has discontinued substantially all of its retail operations, and it does not believe that the operations conducted by CCS are material to the Company's current business and, accordingly, it was in the best interest of the Company to sell the stock of CCS to Mr. Cohen. In determining the purchase price, the Company considered the negative net worth of CCS and the fact that substantially all of the business that had been conducted by CCS has been terminated. In connection with the Company's sale of the CSS stock to Mr. Cohen, Mr. Cohen resigned as vice president and director of the Company. In connection with the sale of the stock to Mr. Cohen, the Company entered into a consulting agreement with Mr. Cohen through December 31, 2007, pursuant to which the Company will pay him compensation at the annual rate of $108,000. Prior to the sale of CCS, Mr. Ben Jamil, the Company's president and chief executive officer, had advanced to CCS the sum of $738,644. Pursuant to Mr. Jamil's employment agreement with the Company, the Company guaranteed CCS's obligations to Mr. Jamil to the maximum amount of $738,000. Pursuant to Mr. Jamil's employment agreement, the Company's obligations under this guaranty are payable only from cash flow from operations not required for the Company's business. Because of CCS's financial condition, the guaranteed obligations will be reflected as a liability of the Company's balance sheet. About Security Intelligence Technologies, Inc. Security Intelligence Technologies, Inc. and its subsidiaries, design, develop, manufacture and market leading edge solutions and advanced proprietary systems for counterterrorism, surveillance, counter-surveillance, countermeasure, and the personal and home security markets worldwide through its corporate website, international seminar program and through its offices located in New York, Miami, Washington DC, Hong Kong, London and Riyadh, Saudi Arabia. SITG's product line and security technologies are currently distributed throughout the US, Europe, Asia, the Middle East and Latin America and are marketed under the names Security Intelligence Technologies, and Homeland Security Strategies. Safe Harbor Statement Statements in this press release and oral statements that may be made by the Company or by officers, directors or employees of the Company acting on the Company's behalf may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "expects," "intends," "may," "should," or "anticipates" to be uncertain forward-looking statements. The forward looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission, including the material under "Risk Factors" in the Company's Form 10-KSB for the year ended June 30, 2004 and the material under Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Form 10-K for the fiscal year ended June 30, 2004 and form 10-QSB for the quarter ended December 31, 2004. Information on SITG's corporate website is not a part of this press release. Analyst/Investor kits and showroom tours available upon request. For more information see SITG's websites at: www.spyzone.com, www.gcomtech.com and www.bombjammer.com |
