2450 Fondren Suite 200 ClearWorks.net
Houston, TX 77063
ClearWorks.net, Inc.
Phone 713.334.2595
Fax 713.334.6565
Filed by ClearWorks.net, Inc. pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of
Securities Exchange Act of 1934.
Subject Company: ClearWorks.net, Inc.
Commission File No. 000-26547
PRESS RELEASE
CLEARWORKS.NET MERGER WITH EAGLE WIRELESS CLOSES
COMPLETED DEAL POSITIONS COMPANY TO EXPLODE INTO DEMAND FOR BROADBAND ACCESS
HOUSTON, TX - September 18, 2000: ClearWorks.net (AMEX:CLW) announced today
that its pending merger with Eagle Wireless International (AMEX:EAG) has closed.
The merger between the two companies announced on August 15, 2000, closed today
and is pending approval by the shareholders. The merger terms remained
consistent, calling for each ClearWorks.net shareholder to receive four Eagle
common shares for each five ClearWorks.net common shares surrendered. Dr. H.
Dean Cubley will hold the position of Chairman of the Board and will serve as
Co-CEO with Michael McClere. The combined Companies are now taking the next
steps in completing the process by submitting the appropriate SEC filings and
proxys that are required for a shareholder vote. The combined Company's
represent an initial market capitalization of approximately $300 million
dollars. The Company's expect to begin trading under a consolidated symbol on
the American Stock Exchange (AMEX) as soon as the transaction is approved.
According to Michael T. McClere, CEO of ClearWorks.net, "I believe this merger
will create tremendous value to both sets of shareholders. We are positioned to
become the nation's leader in the delivery of true high-speed broadband access
directly to consumers and businesses, and we posses key proprietary technology
that year's ahead of our competitors. Dr. Cubley and I are working in the true
spirit of cooperation to ensure that we capitalize on the huge market potential
o For Release 8:00 a.m. EDT, September 18, 2000
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for the combined company. Our skills compliment each other allowing us to
maximize the company efficiencies and our rapidly growing business."
Dr. Cubley added, "both Company's management teams were working around the clock
to provide the necessary effort level in this high demand market. The combined
management teams will allow us to focus and be more efficient in the execution
of our business plan. Mr. McClere and I have worked the necessary details to
ensue long term success and avoid conflict in combining the organizations."
The Company will begin the combination of the organizations immediately as well
as continuing the development of new business opportunities. Several of the
Company's potential customers overlap, providing opportunities to close new
business and garner market share in the Company's respective markets. The
expansion of the Company will continue and be evaluated on a needs basis.
It is expected that Eagle Wireless will file a registration statement on SEC
Form S-4 and Eagle Wireless and Clearworks.net will file a joint proxy
statement/prospectus with the SEC in connection with the transaction, and that
Eagle Wireless and Clearworks.net will mail a joint proxy statement/prospectus
to stockholders of Eagle Wireless and Clearworks.net containing information
about the transaction. Investors and security holders of both Eagle Wireless and
Clearworks.net are strongly urged to read the definitive joint proxy
statement/prospectus regarding the proposed merger contained in the Form S-4
because it will contain important information about the transaction. Investors
and security holders may obtain a free copy of the definitive joint proxy
statement/prospectus when it becomes available and other documents filed by
Eagle Wireless and Clearworks.net with the SEC at the SEC's web site at
www.sec.gov. The definitive joint proxy statement/prospectus and these other
documents may also be obtained for free from Eagle Wireless and Clearworks.net.
Eagle Wireless and Clearworks.net, and their executive officers and directors
may be deemed to be participants in the solicitation of proxies from the
stockholders of Eagle Wireless and Clearworks.net, respectively with respect to
the transactions contemplated by the merger agreement. Information regarding
Eagle Wireless' officers and directors is included in the Form SB-2 filed by
Eagle Wireless with the SEC on July 14, 2000. This document is available free of
charge at the SEC's web site at www.sec.gov and from Eagle Wireless on request.
Information regarding Clearworks.net's officers and directors is included in
Clearworks.net's amended Form 10-KSB filed with the SEC on July 3, 2000. This
document is available free of charge at the SEC's web site at www.sec.gov and
from Clearworks.net on request.
ClearWorks.net is one of the leading providers of Fiber-to-the-Home (FTTH),
often referred to as "the last mile" solution for neighborhoods and businesses
utilizing the company's Bundled Digital Services (BDS) which include high-speed
Internet connectivity, dial-tone, digital multi-channel video, on-demand video
rental, a community Intranet and other digital services. For more information on
ClearWorks.net, please visit the company's website at WWW.CLEARWORKS.NET.
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Eagle Wireless International, Inc., and its subsidiaries are leading suppliers
of broadband wired and wireless equipment and services for the Internet,
multimedia set-top boxes, one- and two-way wireless messaging, specialized
mobile radio, remote data acquisition and meter reading, and integrated wired
and wireless convergence product markets. The company is headquartered in League
City, Texas, near the NASA Johnson Space Center, south of Houston. Further news
updates on Eagle and its products are available at WWW.EGLW.COM,
WWW.BROADBANDMAGIC.COM, WWW.ATLANTICPACIFIC.NET, WWW.ETOOLZ.COM, and
WWW.OTCFN.COM/EGLW.
Safe Harbor Statement Under Private Securities Litigation Reform Act of 1995:
The above statements in regard to ClearWorks.net, Inc. and Eagle Wireless
International and their affiliates and subsidiaries which are not purely
historical are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including ClearWorks.net, Inc.'s and
Eagle Wireless International, Inc's beliefs, expectation, hopes or intentions
regarding the future. All forward-looking statements are made as of the date
hereof and are based on information available to the parties as of such date. It
is important to note that actual outcome and the actual results could differ
materially from those in such forward-looking statements. Factors that could
cause actual results to differ materially include risks and uncertainties such
as technological, legislative, corporate and marketplace changes.
For Investor Information contact: Michael McClere, CEO
ClearWorks.net, Inc.
[email protected]
(713) 334-2595
or Dodi B. Handy
Continental Capital & Equity Corporation
[email protected]
(407) 682-2001
