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SEC File No. 000-25521
PRESS RELEASE
Wednesday, June 7, 8:59 a.m. Eastern Time
Company Press Release
SOURCE: Inc.ubator Capital, Inc.
Inc.ubator Capital, Formerly Shanecy, Agrees To Acquire 100% of
ThemeWare Corporation
BEVERLY HILLS, Calif., June 7/PRNewswire/ -- Inc.ubator Capital, Inc.
("Inc.ubator"), formerly known as Shanecy, Inc. (OTC Bulletin Board: SECY -
news), a specialized Internet holding company, announced today that it has
executed various documents, see below, with ThemeWare Corp ("ThemeWare") for the
acquisition of ThemeWare by Inc.ubator. The transaction provides that Inc.ubator
will acquire one hundred percent of ThemeWare Corp for $135 million in shares of
Inc.ubator common stock, and that Inc.ubator will invest a total of $5 million
cash in ThemeWare over the next 12 months.
"ThemeWare has superior brand recognition in the public's mind based on several
years of marketing its celebrity-endorsed Internet Tool Box on television," said
Jason Galanis. "The public's identification with Richard Karn on TV's Home
Improvement greatly assists in welcoming novice Internet users to the Net, which
is a primary objective of Inc.ubator in closing the Digital Divide."
Gary Matus, Director and Chief Executive Officer of ThemeWare said, "Inc.ubator
Capital brings necessary capital, as well as powerful ideas, to ThemeWare, which
will allow ThemeWare to expand its business, and its brand recognition, more
rapidly. We believe that the talent of ThemeWare management will be complimented
and enhanced by the extensive network and knowledge of the team at Inc.ubator
Capital."
About ThemeWare
ThemeWare is a branded consumer and small business Internet company comprised of
Internet Connectivity/Hosting, Application Services, Merchant Services and a
Portal that acts as a hub/entry point for customers and their web experience.
ThemeWare's principal customer acquisition product is The Internet Tool Box
(TM), an innovative multi-media kit that provides an array of software and
tutorials that teach the novice everything they need to know about accessing and
using Internet. While there are similarities with the CDs offered by America
Online to acquire subscribers, the Tool Box offers a much more comprehensive set
of multi-media materials that not only eases the users entry onto the Internet
but greatly enhance their ability to more quickly and effectively use the
Internet as well.
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ThemeWare's target audience consists of a primary market of small business
owners and a secondary market of demographically segmented consumers. With the
main focus being small business, the revenue potential is far greater than the
monthly access fee charged by a typical Internet Service Provider. ThemeWare
believes it has several other competitive advantages including no dependence on
advertising revenue such as most Internet companies.
Consumers purchased over 131,000 Internet Tool Boxes from ThemeWare during 1999,
with almost 43,000 being purchased in the fourth quarter of 1999 alone.
ThemeWare generated $13.1 million in revenue in 1999, and has generated
aproximately $7.9 million in the first quarter of 2000.
ThemeWare recently launched its vertical portal, www.Themeware.com, which is
receiving over 250,000 views per day. This new portal provides members search
capability, the ability to create a personalized web page, free email, chat and
on-line tech support, as well as focused content through iChannels featuring
Entertainment, News Headlines, Sports, Stocks, Weather, Horoscope and the
Lottery.
Founded in 1996, approximately 93 people are employed at ThemeWare's Newport
Beach, California facility.
About Inc.ubator Capital
Inc.ubator (SECY) is a publicly traded Internet company that invests in
businesses using the Internet to provide products, services and personal
empowerment information to moderate-income consumers. Based on research and
published US government studies, this population represents an under-served
market of 30 to 40 million households. The Company seeks to identify companies
demonstrating superior strategies in innovating and deploying Internet-based
information technology for business-to-consumer e-commerce applications.
Inc.ubator provides its shareholders with the ability to invest in a portfolio
of emerging growth Internet companies and possible future opportunities for
participation in the IPO, directed share program, rights offering, spin-off,
sale or merger of Internet investment subsidiaries.
About the Transaction
As part of the proposed transaction, Inc.ubator has assumed management of the
daily operations of ThemeWare Corp, pursuant to an Interim Operating Agreement,
which provides, in part, that Inc.ubator will manage the operations of ThemeWare
during the period between the execution of the Term Sheet and the closing of the
transaction, which would occur at a special shareholder meeting of the ThemeWare
shareholders, at which time the ThemeWare shareholders will vote on the
transaction contemplated by the Term Sheet.
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However, a majority of ThemeWare shareholders, including the entire ThemeWare
board of directiors that are also shareholders, have executed a Voting
Agreement, which provides, in part, that they will vote in favor of the
transaction at the time of the vote of the ThemeWare shareholders at the special
shareholder meeting.
Accordingly, as of June 2, 2000, Inc.ubator had invested $1 million into
ThemeWare, in anticipation of the $5 million investment called for in the
proposed transaction. The $1 million was delivered to ThemeWare pursuant to a
Promissory Note, executed by ThemeWare in favor of Inc.ubator. The Promissory
Note requires the repayment of the $1 million to Inc.ubator by ThemeWare, and
also provides that, in the event of the closing of the transaction, the $1
million investment will be treated as equity rather than a loan, which will have
the effect of a conversion of the nature of the investment.
Although a majority of the ThemeWare shareholders have agreed to vote in favor
of the transaction, and Inc.ubator is currently managing the daily operations of
ThemeWare, there can be no assurances that the transaction will ultimately be
consummated.
Currently, Inc.ubator and ThemeWare are drafting definitive and binding
agreements that will memorialize the transaction contemplated by the Term Sheet,
and Inc.ubator is also preparing a registration statement for the shares of
common stock of Inc.ubator that will be issued to the ThemeWare shareholders. In
the event that the registration statement is declared effected by the United
States Securities and Exchange Commission, which is a condition to the closing
of the proposed transaction, the shares of registered common stock of Inc.ubator
that are issued to the ThemeWare shareholders will be subject to a two-year
lock-up period, although the ThemeWare shareholders will be permitted to sell a
certain percentage of the shares of Inc.ubator common stock received in the
transaction during the lock-up period.
Safe Harbor
There are forward-looking statements in this document, and in the Company's
public documents to which they may refer, that are subject to risks and
uncertainties in addition to those set forth above. These forward-looking
statements include information about possible or assumed future results of the
Company's operations. Also, when any of the words "believes," "expects,"
"anticipates" or similar expressions are used, the Company is making
forward-looking statements. Many possible events or factors could affect future
financial results and performance. This could cause Company results or
performance to differ materially from those expressed in their forward-looking
statements. These and other risks are described in the Company's publicly filed
documents and reports that are available from the Company and from the SEC.
SOURCE: Inc.ubator Capital, Inc.
