|
|
|
 |
Contact: Steven B. Solomon Chairman and CEO CT Holdings, Inc. 214-520-9292 p 214-520-0034 f ssolomon@citadel.com www.ct-holdings.com
CT Holdings, Inc. Provides Update on Spin-off of Citadel Technology Subsidiary
DALLAS, Nov. 30, 2001 -- CT Holdings, Inc. (OTCBB: CITN) announced today that it currently anticipates that the Form 10-SB will be filed with the Securities and Exchange Commission in connection with the proposed spin-off of its Citadel Security software subsidiary on or about December 15, 2001. CT Holdings is currently working with its auditors to finalize the audit and with its outside counsel to complete the required documentation for the spin-off.
“We continue to move closer to enabling our investors to benefit from this spin-off,” said Steve Solomon, Chairman and Chief Executive Officer of CT Holdings. “This transaction will allow the business to be valued on a basis comparable to others in the rapidly-growing security software sector.”
Based on the anticipated filing date for the Form 10-SB, after working in coordination with its outside accountants and attorneys, CT Holdings currently anticipates that the record date for the spinoff will be on or about January 21, 2002, rather than the December 20, 2001 date originally contemplated. Upon effectiveness of the required Form 10 SEC filing, CT Holdings will distribute all of its shares of Citadel Security to CT Holdings shareholders of record on the record date.
CT Holdings expects that the new company will announce the composition of its Board of Directors in the coming weeks. It is currently in discussions with leaders in the corporate and Government business community. It also anticipates that several of the current CT Holdings Board members will also serve as Directors on the new spin-off company.
CT Holdings currently expects to distribute one share of Citadel Security common stock for each four shares of CT Holdings common stock held by CT Holdings shareholders. The final ratio will be based on the actual number of CT Holdings shares outstanding on the record date. CT Holdings shareholders entitled to the dividend will receive stock certificates for whole shares of Citadel Security common stock, rounded up to account for fractional shares.
The distribution is conditioned upon the Securities and Exchange Commission declaring effective the Registration Statement on Form 10 to be filed by Citadel Software with respect to its shares of common stock, as well as the occurrence of certain other events.
About Citadel Technology
CT Holdings' Citadel Technology develops and markets computer security and privacy software for one of the fastest growing segments today -- security ``inside the firewall.'' These products enable companies to enforce security policies from a single point of control across all Windows and NetWare platforms. Citadel Technology software secures confidential information, applications, and systems from unauthorized access, worms, and other security vulnerabilities. The products specifically enforce policies recently mandated by HIPAA and Gramm-Leach-Bliley legislation for the health care and financial industries. Citadel's clients include IBM Global Services, Merrill Lynch, the U.S. Navy and several large health care companies.
About CT Holdings
CT Holdings, Inc develops and markets its Citadel Technology line of desktop and network security software, and also acts as a developer of early stage companies, including Parago and River Logic.
Safe Harbor/Forward-looking Statements Except for the historical information contained herein, this news release contains forward-looking statements that are subject to risks and uncertainties, including risks associated with the events required to occur before the consummation of the distribution, lack of Citadel Security operating history, and the uncertainty of future profitability of Citadel Security. These and other risks are detailed from time to time in CT Holdings' SEC reports, including the report on Form 10-KSB for the year ended December 31, 2000 and its most recent Form 10-QSBs, as well as in the Registration Statement on Form 10-SB, to be filed by Citadel Security in connection with the proposed distribution.
For further information, contact: Steven B. Solomon Chairman and CEO CT Holdings, Inc. 214-520-9292 p 214-520-0034 f ssolomon@citadel.com http://www.ct-holdings.com or Mathew Henderson, CEOcast, Inc. for CT Holdings at 212-732-4300x225.
# # # |
|