<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 1999
Information Architects Corporation
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation)
0-22325 87-0399301
(Commission File Number) (IRS Employer Identification No.)
4064 Colony Road, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
704-365-2324
Registrant's telephone number, including area code
<PAGE> 2
Item 5. Other Events.
On September 15, 1999, Information Architects Corporation (the
"Company"), and Alydaar Acquisition Corp., a wholly-owned subsidiary of the
Company ("Alydaar Sub"), entered into a Confidential Termination Agreement and
Release, dated as of that date (the "Termination Agreement") with Data Systems
Network Corporation ("Data Systems"). The Termination Agreement sets forth the
definitive terms and conditions of the termination of the Agreement and Plan of
Merger, dated January 31, 1999 (the "Merger"). The Termination Agreement is
filed herewith as Exhibit 2.1(b), and the press release of the Company
announcing the termination of the Merger is filed herewith as Exhibit 99.3. Both
Exhibits 2.1(b) and 99.3 are incorporated herein by reference.
Item 7(c). Exhibits
Exhibit No. Description
2.1(b) Confidential Termination Agreement and Release, dated
September 15, 1999
99.3 Press Release issued by Information Architects Corporation
on September 15, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Information Architects Corporation
(Registrant)
By: /s/ ROBERT F. GRUDER
Robert F. Gruder
Chief Executive Officer
Dated: September 30, 1999
<PAGE> 1
EXHIBIT 2.1(b)
CONFIDENTIAL TERMINATION AGREEMENT AND RELEASE
This Confidential Termination Agreement and Release ("TERMINATION
AGREEMENT") is effective as of September 15, 1999 (the "TERMINATION AGREEMENT
EFFECTIVE DATE") by and between Information Architects Corporation, f/k/a
Alydaar Software Corporation and Alydaar Acquisition Corporation (collectively
"IA"), both a North Carolina corporation, having an office at 4064 Colony Road,
Charlotte, North Carolina 28211, Data Systems Network Corporation ("DATA
SYSTEMS"), a Michigan corporation, having an office at 34705 W. 12 Mile Road,
Suite 300, Farmington Hills, MI 48331 and the Data Systems directors and
officers who are named on the signature pages. Should a conflict exist among the
provisions of the Agreements (as defined below), Exhibits thereto, and this
Termination Agreement, the provisions of this Termination Agreement, shall
control. Any terms in initial capital letters that are not defined in this
Termination Agreement shall have the meaning set forth in the Agreements.
STATEMENT OF PURPOSE AND FACTS
Data Systems and IA entered into an Agreement and Plan of Merger, dated
January 31, 1999 ("ORIGINAL AGREEMENT"). In addition, Michael W. Grieves, Diane
L. Grieves, Richard R. Burkhart and Gregory D. Cocke, who are parties to the
Termination Agreement, (Michael W. Grieves, Diane L. Grieves, Richard R.
Burkhart and Gregory D. Cocke and Data Systems are referred to collectively as
the "DATA SYSTEMS RELEASORS") each individually, and IA entered into an
Affiliate Agreement and a Voting Agreement, each dated January 31, 1999
("ANCILLARY AGREEMENTS"). Data Systems and IA also entered into a letter, dated
May 10, 1999 referencing a possible loan between Data Systems and IA ("LETTER OF
INTENT") (the Original Agreement together with all Ancillary Agreements and the
Letter of Intent are referred to collectively as the "AGREEMENTS").
Data Systems Releasors and IA wish to terminate the Agreements because
the possible merger, contemplated by the Agreements, is neither in the strategic
interest of the parties nor in the best interest of the shareholders of Data
Systems or AI.
AGREEMENT
For and in consideration of the undertakings of the parties and the
mutual covenants and agreement set forth in this Termination Agreement, and for
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged:
1. Acknowledgment of Compromise. It is expressly understood,
acknowledged and agreed that by reason of entering into this Termination
Agreement, the parties do not admit any fact or liability of any type or nature
with respect to any matter, whether or not referred to herein regarding the
Agreements. This Termination Agreement is entered into by way of compromise and
settlement only to avoid the expense of litigation or arbitration.
2. Confidentiality, Non-Disclosure. The parties agree that they shall
keep the terms of this Termination Agreement confidential and shall not disclose
any of the terms of this Termination Agreement to any third party, except to the
extent the parties may be required to disclose the Termination Agreement (a)
under Federal securities laws or (b) to its employees or agents who have a need
to know. If a party is required by law to disclose the terms of this Termination
Agreement, such party ("Disclosing Party") shall promptly notify the other
parties in writing, which notification shall include the nature of the legal
requirement and the extent of the required disclosure. The Disclosing Party
shall cooperate with the other parties to preserve the confidentiality of such
information consistent with applicable law. In the event of a breach of the
provisions of this paragraph, the nonbreaching party shall have the right, in
addition to such other remedies, which may be available to it, to seek
injunctive relief enjoining such acts or attempts, it being acknowledged that
monetary remedies may be inadequate.
3. IA's Release of Data Systems.
(A) Compromise. Upon IA's execution of this Termination Agreement, IA
agrees to pay to Data Systems (a) in accordance with the terms of the
promissory note as attached as Exhibit A to this Termination Agreement
and incorporated by reference as if set forth in full herein (i)
principal in the amount of Two Hundred Fifty Thousand Dollars
($250,000.00) in ten (10) equal monthly installments and (ii) interest
calculated and paid with each monthly installment on the outstanding
principal balance at a rate of ten percent (10%) per annum as expense
reimbursement in place of the amounts set forth in the Letter of
Intent, commencing October 1, 1999, and (b) Thirteen Thousand Ten and
14/100 Dollars ($13,010.14), which has previously been invoiced to IA
for equipment by Data Systems by October 1, 1999 ("OUTSTANDING
OBLIGATIONS").
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(B) Release. IA hereby releases, forever discharges and acquits Data
Systems' Releasees (as defined below) and all other persons,
partnerships, firms, or corporations charged or chargeable with the
responsibility or liability from the Agreements, including but not
limited to any and all claims which have been asserted or could have
been asserted with respect to the Agreements forever from any and all
past, present and future manner of actions, losses, expenses,
judgements, causes of action, claims, debts, accounts, damages and
demands of every kind and nature, past, present and future, known,
unknown, asserted or unasserted, relating to or which might hereafter
result from the Agreements ("Data Systems' Release"). IA intends that
Data Systems' Release will apply to Data Systems, its predecessors,
successors, assigns, parent entities (direct or indirect),
subsidiaries, affiliates, shareholders, accountants, legal
representatives, financial advisors, officers, directors, agents and
employees, past, present and future and their legal heirs and
representatives (individually and collectively referred to as "Data
Systems' Releasee(s)"). IA also agrees not to institute administrative
proceedings or a lawsuit against the Data Systems' Releasees in regard
to any actions, claims, debts, accounts, demands, causes of action,
damages, losses, expenses or judgments, and represents and warrants
that no other person or entity has initiated or will initiate such
administrative proceedings or lawsuit on behalf of IA. Nothing in the
above waiver and release, however, is intended to waive IA's rights to
enforce this Agreement or the December 2, 1998 confidentiality letter
between IA and Data Systems ("CONFIDENTIALITY AGREEMENT").
4. Data Systems Releasors' Release of IA. Except for any obligations
arising under the Outstanding Obligations, Data Systems Releasors hereby
release, forever discharge and acquit IA's Releasees (as defined below) and all
other persons, partnerships, firms, or corporations charged or chargeable with
the responsibility or liability from the Agreements, including but not limited
to any and all claims which have been asserted or could have been asserted with
respect to the Agreements forever from any and all past, present and future
manner of actions, causes of action, losses, expenses, judgements, claims,
debts, accounts, damages and demands of every kind and nature, past, present and
future, known, unknown, asserted or unasserted, relating to or which might
hereafter result from the Agreements ("IA'S RELEASE"). Data Systems Releasors
intend that IA's Release applies to IA, its predecessors, successors, assigns,
parent entities (direct or indirect), subsidiaries, affiliates, shareholders,
legal representatives, financial advisors, officers, accountants, directors,
agents and employees, past, present and future and their legal heirs and
representatives (individually and collectively referred to as "IA'S
RELEASEE(S)"). The Data Systems Releasors also agree not to institute
administrative proceedings or a lawsuit against the IA Releasees in regard to
actions, claims, debts, accounts, demands, causes of action, damages, losses,
expenses or judgments, and represent and warrant that no other person or entity
has initiated or will initiate such administrative proceedings or lawsuit on
behalf of any Data Systems Releasor. Nothing in the above waiver and release,
however, is intended to waive Data System' Releasors' rights to enforce this
Agreement, the Confidentiality Agreement or the Outstanding Obligations.
5. Agreements' Termination and Press Release. Upon the Termination
Agreement Effective Date, the Agreements are terminated in their entirety and
shall be of no further force or effect, except for the Confidentiality
Agreement. The parties shall simultaneously issue a press release with mutually
agreed to wording as set forth in Exhibit B to this Agreement following both
parties' signatures of this Termination Agreement and the promissory note.
6. Representations and Warranties.
(a) Data Systems Releasors warrant and represent to IA that: (i) Data
Systems Releasors have read this Termination Agreement in its entirety,
understand its terms and have voluntarily entered into this Termination
Agreement after consultation with legal counsel of its choice; (ii) no promise
or representation of any kind or character has been made to Data Systems
Releasors by any IA representative or by anyone acting for a IA representative,
except as is expressly stated in this Termination Agreement; (iii) Data Systems
Releasors' signatory is duly authorized to execute this Termination Agreement;
(iv) no person other than Data Systems Releasors, have any interest in the
release and settlement herein; (v) Data Systems Releasors have not assigned,
pledged or otherwise sold or transferred, in any matter whatsoever, any right,
title or interest in any claim which it or they may have or have had against IA
Releasees'; and (vi) Data Systems Releasors know of no claims which may be
asserted in the future against IA's Releasees.
(b) IA warrants and represents to Data Systems that: (i) IA has read
this Termination Agreement in its entirety, understands its terms and has
voluntarily entered into this Termination Agreement after consultation with
legal counsel of its choice; (ii) no promise or representation of any kind or
character has been made to IA by any Data Systems representative or by anyone
acting for a Data Systems representative, except as is expressly stated in this
Agreement; (iii) IA's signatory is duly authorized to execute this Termination
Agreement; (iv) no person other than IA, has any interest in the release and
settlement herein; (v) IA has not assigned, pledged or otherwise sold or
transferred, in any matter whatsoever, any right, title or interest in any claim
which it or they may have or have had against Data Systems Releasees; and (vi)
IA knows of no claims which may be asserted in the future against Data Systems'
Releasees.
7. Termination Agreement Construction. The language of this Termination
Agreement has been approved by both parties. The language of this Termination
Agreement shall be construed as a whole according to its fair meaning and
neither of the parties hereto shall be deemed to be the draftsman of this
Termination Agreement in any action which may hereafter arise between the
parties. If any provision or portion of this Termination Agreement shall be held
for any reason to be unenforceable or illegal, that provision shall be severed
from this Termination Agreement and the remainder of this
<PAGE> 3
Termination Agreement shall be valid and enforceable among the parties just as
if the provision held to be illegal or unenforceable had never been included in
this Termination Agreement.
8. Assignment, Binding Upon Successors. Neither Data Systems Releasors
or IA shall assign or transfer, whether pursuant to a change of control or
otherwise, this Termination Agreement without the prior written consent of the
other party. Notwithstanding the foregoing, this Termination Agreement and the
obligations contained herein shall be binding upon the agents, servants,
employees, officers, directors, shareholders, subsidiaries, executors,
administrators, successors and assigns ("AFFILIATES") of the parties and the
promises and releases herein shall inure to the benefit of the parties and their
Affiliates to the extent permitted by law.
9. Governing Law. THIS TERMINATION AGREEMENT SHALL BE DEEMED TO HAVE
BEEN MADE, ENTERED INTO AND GOVERNED BY THE LAWS (EXCLUDING CONFLICT OF LAWS
RULES) OF NORTH CAROLINA.
10. Notices. Every communication between the parties which is required
by this Termination Agreement shall be in writing and shall be effective upon
receipt. The notifying party shall address such communications to the other
party's President, with a copy to its General Counsel, at the address on the
first page of the Termination Agreement. Changes of address shall be
communicated to the other party by written notice.
11. Non-Recruitment Of Employees. Each of Data Systems and IA agree not
to solicit for employment, a present employee of the other party during the term
of this Agreement and for one (1) year thereafter without the other party's
prior written consent. The parties agree that general advertisements for
positions shall not be considered a solicitation under this paragraph.
12. Execution by Facsimile and Counterparts. The parties are executing
and exchanging facsimile copies of this Termination Agreement. This Termination
Agreement will be deemed to be fully executed and delivered upon the receipt by
the parties of counterpart facsimile copies executed by the other parties. The
parties also intend to execute and deliver manually executed copies subsequent
to the execution of the facsimile copies, however this Termination Agreement
shall be deemed to be fully executed and delivered upon receipt of the
respective facsimile copies, whether or not the manually executed copies are
executed and delivered.
13. Entire Agreement. This Termination Agreement contains the entire
agreement and understanding concerning the subject matter between the parties
and supersedes and replaces all prior negotiations, proposed agreements, written
or oral. The parties acknowledge that neither they nor any agent or attorney has
made any promise, representation, or warranty whatever, express, implied, or
statutory, not contained herein concerning the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement by a duly authorized representative as of the Termination Agreement
Effective Date.
DATA SYSTEMS NETWORK CORPORATION INFORMATION ARCHITECTS CORPORATION
BY: /S/ MICHAEL W. GRIEVES BY: /s/ ROBERT F. GRUDER
------------------------------ ---------------------------
NAME: MICHAEL W. GRIEVES NAME: ROBERT F. GRUDER
---------------------------- --------------------------
TITLE: CEO TITLE: CEO
--------------------------- ---------------------------
/S/ MICHAEL W. GRIEVES /S/ : GREGORY D. COCKE
Name: Michael W. Grieves Name: Gregory D. Cocke
/S/ DIANE L. GRIEVES /S/ RICHARD R. BURKHART
Name: Diane L. Grieves Name: Richard R. Burkhart
<PAGE> 4
EXHIBIT A
INFORMATION ARCHITECTS CORPORATION
PROMISSORY NOTE
DUE JULY 1, 2000
$250,000.00 Charlotte, North Carolina
September 15, 1999
FOR VALUE RECEIVED, the undersigned, INFORMATION ARCHITECTS CORPORATION
(f/k/a Alydaar Software Corporation), a North Carolina corporation (the
"Company"), promises to pay to the order of DATA SYSTEMS NETWORK CORPORATION, a
Michigan corporation, (the "Holder"), (a) the principal sum of Two Hundred Fifty
Thousand Dollars ($250,000.00) in ten (10) consecutive equal monthly
installments of principal in the amount of Twenty Five Thousand ($25,000.00) and
(b) interest, in arrears, calculated on the outstanding principle balance at a
rate of ten percent (10%) per annum, and paid on each of the payment dates (the
"Payment Dates") referenced in Schedule I attached hereto and made a part
hereof; provided that the last such installment shall be in the amount necessary
to repay in full the unpaid principal amount hereof.
1. TERMINATION AGREEMENT. This promissory note (this "Note") is issued pursuant
to the Confidential Termination Agreement and Release dated as of the date
hereof (as the same may be amended, supplemented or otherwise modified from time
to time, the "Termination Agreement"), between the Company and the Holder.
Capitalized terms used herein without definition have the meanings assigned
thereto in the Termination Agreement.
2. INTEREST. The Company promises to pay interest on the principal amount
remaining unpaid hereunder from the date hereof until said principal amount
becomes due and payable on each of the Payment Dates at a rate equal to 10.00%
per annum. Interest on this Note shall accrue from the date of issuance until
repayment of the principal and payment of all accrued interest in full, shall be
computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding
the foregoing provisions of this Section 2, but subject to applicable law, upon
the occurrence and during the continuance of an Event of Default, the principal
of and overdue interest on this Note shall bear interest, from the date of the
occurrence of such Event of Default until such Event of Default is cured or
waived, payable on demand in immediately available funds, at the rate of 18% per
annum.
3. OPTIONAL PREPAYMENT.
(a) Upon notice given to the Holder as provided in Section
3(b), the Company may at any time prepay all or any portion of this
Note by paying an amount equal to the outstanding principal amount of
this Note, or the portion of this Note noticed for prepayment, together
with interest accrued and unpaid thereon to the date fixed for
prepayment and all other amounts due under this Note.
(b) The Company shall give written notice of prepayment of
this Note or any portion thereof pursuant to Section 3(a) not less than
3 nor more than 60 days prior to the date fixed for such prepayment.
Upon the giving of notice of prepayment by the Company, the Company
covenants and agrees that it will prepay, on the date therein fixed for
prepayment, this Note or the portion hereof so noticed for prepayment,
by paying an amount equal to the outstanding principal amount hereof or
the portion hereof so noticed for prepayment together with interest
accrued and unpaid thereon to the date fixed for such prepayment and
all other amounts due under this Note.
(c) All such optional prepayments under Section 3 of this Note
shall be applied first to payment of default interest, if any, then to
payment of accrued interest and thereafter to payment of principal in
the inverse order of the scheduled maturities thereof.
4. DEFAULTS AND REMEDIES.
(a) Events of Default. An "Event of Default" shall occur
hereunder if:
<PAGE> 5
(i) the Company shall default in the payment of the
principal of this Note, when and as the same shall become due
and payable, whether at maturity or by acceleration or
otherwise; or
(ii) the Company shall default in the payment of any
interest on this Note, when and as the same shall become due
and payable; or
(iii) an involuntary or voluntary proceeding shall be
commenced or an involuntary petition shall be filed in a court
of competent jurisdiction seeking (A) relief in respect of the
Company or of a substantial part of its property or assets,
under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other Federal or state
bankruptcy, insolvency, receivership or similar law, (B) the
appointment of a receiver, trustee, custodian, sequestrator,
conservator or a similar official for the Company or for a
substantial part of its property or assets, or (C) the winding
up or liquidation of the Company; and such proceeding or
petition shall continue undismissed for 60 days, or an order
or decree approving or ordering any of the foregoing shall be
entered.
(b) Acceleration. If an Event of Default occurs under Section
4(a)(iii), then the outstanding principal of and interest on this Note
shall automatically become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are
expressly waived. If any other Event of Default occurs and is
continuing, the Holder by thirty (30) days prior written notice to the
Company, may declare the principal of and interest on this Note to be
due and payable immediately. Upon any such declaration of acceleration,
such principal and interest shall become immediately due and payable
and the Holder shall be entitled to exercise all of its rights and
remedies hereunder whether at law or in equity.
5. SUITS FOR ENFORCEMENT. Upon the occurrence and continuation of any one
or more Events of Default, the Holder may proceed to protect and enforce its
rights and remedies hereunder by suit in equity, action at law or by other
appropriate proceeding, whether for the specific performance of any covenant or
agreement contained in this Note or in aid of the exercise of any power granted
in this Note, or may proceed to enforce the payment of the Note, or to enforce
any other legal or equitable right of the Holders of the Note.
6. REMEDIES CUMULATIVE. No remedy herein conferred upon the Holder is
intended to be exclusive of any other remedy and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. To the extent permitted by applicable law, the Company and the Holder
waive presentment for payment, demand, protest and notice of dishonor.
7. TRANSFER. Neither Holder or Company shall assign or transfer, whether to
a change of control or otherwise, this Note without the prior written consent of
the other party. Notwithstanding the foregoing, this Note and the obligations
contained herein shall be binding upon the permitted assigns of the parties.
8. PAYMENTS. All payments of principal of and interest on this Note shall
be made in lawful money of the United States of America.
9. GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of North Carolina regardless of conflicts
of law principles.
10. VARIATION IN PRONOUNS. All pronouns and any variations thereof refer to
the masculine, feminine or neuter, singular or plural, as the context may
require.
11. HEADINGS. The headings in this Note are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
<PAGE> 6
IN WITNESS WHEREOF, this Note has been executed by the Company by its
duly authorized officer as of the day and year first above written.
INFORMATION ARCHITECTS CORPORATION
(f/k/a Alydaar Software Corporation)
By: /S/ ROBERT F. GRUDER
Name: ROBERT F. GRUDER
Title: CEO
<PAGE> 7
SCHEDULE I
Payment Dates
October 1, 1999
November 1, 1999
December 1, 1999
January 1, 2000
February 1, 2000
March 1, 2000
April 1, 2000
May 1, 2000
June 1, 2000
July 1, 2000
<PAGE> 8
EXHIBIT B
Contact: Thomas J. Dudchik
Information Architects Corporation
Morrocroft II
4064 Colony Road
Charlotte, NC 28211
(704) 365-2324
[email protected]
INFORMATION ARCHITECTS CORPORATION AND DATA SYSTEMS NETWORK CORPORATION ANNOUNCE
TERMINATION OF THE PROPOSED MERGER
CHARLOTTE, N.C AND FARMINGTON HILLS, MI., SEPTEMBER 15TH -- Data Systems Network
Corporation (OTC BB: DSYS) and Information Architects Corporation (Nasdaq:IARC)
announced a mutual agreement to terminate the Agreement and Plan of Merger dated
January 31, 1999 between the two companies.
According to Information Architects' CEO Robert F. Gruder and Data Systems' CEO,
Michael Grieves, "During the course of completing the merger, it became apparent
that the business objectives of the two companies have changed, and that the
companies are moving in different strategic directions than anticipated at the
time the Agreement was entered into. Information Architects is focused on
becoming a major player in the Internet marketplace through its Content
Syndication and Aggregation offering, implementing the patented Metaphoria
technology. Data Systems has focused its efforts on delivering professional
services in the area of infrastructure design, implementation, and management
for governmental and corporate accounts. Both companies believe the termination
of the merger to be in the best interests of their shareholders."
Forward Looking Statements
The foregoing statements made in this press release that are not historical
facts contain "forward-looking information" within the meaning of the Private
Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended,
which can be identified by the use of forward-looking terminology such as "may,"
"will," "anticipates," "expects," "projects," "estimates," "believes" or
"continue," the negative thereof, other variations of comparable terminology.
Important factors, including certain risks and uncertainties with respect to
such forward-looking statements that could cause actual results to differ
materially from those reflected in such forward looking statements include, but
are not limited to, the impact of competitive products and services, our ability
to manage growth and acquisitions of technology or people, diversification of
our business, the effect of economic and business conditions, including risks
inherent in international operations, the ability to attract and retain
technical personnel and other risks detailed from time to time in our SEC
reports. The companies assume no obligation to update the information in this
release.
<PAGE> 1
EXHIBIT 99.3
Contact: Thomas J. Dudchik
Information Architects Corporation
Morrocroft II
4064 Colony Road
Charlotte, NC 28211
(704) 365-2324
[email protected]
INFORMATION ARCHITECTS CORPORATION AND DATA SYSTEMS NETWORK CORPORATION ANNOUNCE
TERMINATION OF THE PROPOSED MERGER
CHARLOTTE, N.C AND FARMINGTON HILLS, MI., SEPTEMBER 15TH -- Data Systems Network
Corporation (OTC BB: DSYS) and Information Architects Corporation (Nasdaq:IARC)
announced a mutual agreement to terminate the Agreement and Plan of Merger dated
January 31, 1999 between the two companies.
According to Information Architects' CEO Robert F. Gruder and Data Systems' CEO,
Michael Grieves, "During the course of completing the merger, it became apparent
that the business objectives of the two companies have changed, and that the
companies are moving in different strategic directions than anticipated at the
time the Agreement was entered into. Information Architects is focused on
becoming a major player in the Internet marketplace through its Content
Syndication and Aggregation offering, implementing the patented Metaphoria
technology. Data Systems has focused its efforts on delivering professional
services in the area of infrastructure design, implementation, and management
for governmental and corporate accounts. Both companies believe the termination
of the merger to be in the best interests of their shareholders."
Forward Looking Statements
The foregoing statements made in this press release that are not historical
facts contain "forward-looking information" within the meaning of the Private
Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended,
which can be identified by the use of forward-looking terminology such as "may,"
"will," "anticipates," "expects," "projects," "estimates," "believes" or
"continue," the negative thereof, other variations of comparable terminology.
Important factors, including certain risks and uncertainties with respect to
such forward-looking statements that could cause actual results to differ
materially from those reflected in such forward looking statements include, but
are not limited to, the impact of competitive products and services, our ability
to manage growth and acquisitions of technology or people, diversification of
our business, the effect of economic and business conditions, including risks
inherent in international operations, the ability to attract and retain
technical personnel and other risks detailed from time to time in our SEC
reports. The companies assume no obligation to update the information in this
release.
