FDN, Inc./ClearPoint Communications, Inc. Announces Board of Directors Issuance
of Notice of The Cancellation and Rescission of Certain Holdings of Common Stock
ORLANDO, Fla., Oct. 9 /PRNewswire/ -- FDN, Inc./ClearPoint Communications, Inc.
(OTC Bulletin Board: FDNI - news), an emerging provider of Voice-over-IP and
long distance Telephony products and services announced today that the Board of
Directors have directed that certain holdings of FDN, Inc.'s common stock be
cancelled and rescinded.
Notice has been given to certain shareholders that their holdings of common
stock in FDN, Inc. have been cancelled and rescinded, and a Declaratory Judgment
suit may be brought to confirm the cancellation and rescission of the shares and
for damages, attorney's fees and other available remedies. Additionally, the
Board of Directors have issued a stop transfer to the Company's transfer agent
as to such cancelled and rescinded shares. The Board of Directors' actions came
from the Shareholders' mandate to the Board to reform FDN, Inc.'s business in
general, its share distribution in particular, in order to serve the best
interests of the Company and all its shareholders.
Scott Matthews, Executive Vice-President and acting Chairman of the Board, said,
"This action is undertaken by the Board in its continuing and ongoing commitment
to the Stockholders, and for the improvement in not only the overall stock
position of the company, but also the company's business initiatives in
general."
Barbara Riddle, In-house Counsel to FDN, Inc., stated that, "As announced at the
Shareholders' meeting on the 22nd of September, 2000, an investigation has and
was undertaken as to the issuance of certain shares of common stock and the
number of issued and outstanding shares of common stock of FDN, Inc. Based on
the results of the investigation, it was thereby recommended to the Board of
Directors to seek claims against certain members of former management and other
controlling persons, underwriters, or other agents of FDN, Inc. for breaching
their fiduciary by participating in or failing to prevent the wrongful issuance
of these shares of FDN, Inc., and, thereby, the result is this action for the
cancellation and rescission of the shares transferred."
Jim Leone, special securities counsel to FDN, Inc., comments, "The shares are
being cancelled and rescinded by the new Directors due to lack of or inadequate
consideration, waste of corporate assets and other fiduciary violations, general
and securities fraud, and unjust enrichment by stock dilution. This action is
also being brought against persons who are or may be legally construed as former
officers, directors, controlling persons, underwriters, or other agents of FDN,
Inc., and its predecessors."
FDN, Inc./ClearPoint Communications, http://www.clearpointcomm.com/, provides
Voice over IP, long distance, Internet, and data services to resellers and small
and medium-size businesses through a fiber-optic network. An interstate and
international common carrier with headquarters in Orlando, FDNI, holds an FCC
214 license, and has been issued CIC code 10-10-813, with regulatory approval to
operate in all fifty states.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, which are intended to be covered by
the safe harbors created thereby. Investors are cautioned that all forward-
looking statements involve risks and uncertainties, including without
limitation, the future press releases of FDN, Inc.
