Filed by Envirometrics, Inc.
pursuant to "Rule 14a-12" under the
Securities Act of 1933, as amended
Subject Company: Envirometrics, Inc.
Commission File No.: 0-23892
NEWS RELEASE MARCH 13, 2000
FOR IMEDIATE RELEASE: ENVIROMETRICS, INC. ANNOUNCES BINDING STATUS OF AGREEMENT
TO ACQUIRE THE CATAPULT GROUP, INC. OF ATLANTA, GEORGIA SUBJECT TO SHAREHOLDER
APPROVAL.
ENVIROMETRICS, Inc. (EVRM-National Quotation Bureau--Pink Sheets), a Delaware
Corporation, announced that it has reached a Binding Agreement to acquire all of
the outstanding stock of The Catapult Group, Inc., a privately held Georgia
corporation. The Catapult Group is an Internet integration firm offering
intelligent end-to-end e-business solutions to large and middle-market
organizations. These solutions range from strategic e-business planning and
application development to marketing and communications services for Internet
enterprises.
If the transaction is consummated, ENVIROMETRICS, Inc. will issue common shares
to acquire all the outstanding shares of The Catapult Group. The acquisition
will result in the shareholders of The Catapult Group owning 90% of
ENVIROMETRICS, Inc. after closing, with current ENVIROMETRICS, Inc. shareholders
retaining 10% ownership. Following the Closing ENVIROMETRICS, Inc. will be the
surviving corporation, but will change its name to The Catapult Group, Inc. The
transaction has obtained the recommendation of each company's Board of Directors
and is now contingent upon, re-listing of Envirometrics common stock on the
OTC:BB, subsequent approval by the shareholders of The Catapult Group and
ENVIROMETRICS, Inc. and other customary closing conditions.
Walter H. "Skip" Elliott, III President and CEO of Envirometrics stated, "This
transaction, if consummated, brings closure to the "Turnaround" phase that the
company has been engaged in and allows our shareholders who have been very
patient, an opportunity to participate in a very exciting market".
Bryan M. Johns, President and CEO of The Catapult Group stated, "The capital
structure and timeline of our agreement with Envirometrics creates an all-round
win for both The Catapult Group shareholders and legacy Envirometrics
shareholders. The opportunity to propel our growing company into the public
market quickly and efficiently, via Envirometrics, insures that we will
successfully execute our expansion and growth plan."
Information about The Catapult Group The Catapult Group has positioned itself as
a premier southeastern provider of Internet consulting and development services
for middle-market organizations. The Catapult Group has recently signed
consulting and development agreements with the likes of Unisys Corporation, The
Metro Atlanta Chamber of Commerce and Internet start-up Telephone.com. The
Catapult Group is pursuing an aggressive regional expansion plan and is
initiating regional acquisition efforts.
Forward Looking Statements 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, as amended,
which are intended to be covered by the safe harbors created thereby. Investors
are cautioned that certain statements in this release are "forward looking
statement" within the meaning of the Private Securities Litigation Reform Act of
1995 and involve known and unknown risks, uncertainties and other factors. Such
uncertainties and risks include, among others, certain risks associated with the
closing of the transaction described above, government regulation, and general
economic and business conditions. Actual events, circumstances, effects and
results may be materially different from the results, performance or
achievements expressed or implied by the forward-looking statements.
Consequently, the forward-looking statements contained herein should not be
regarded as representations by ENVIROMETRICS, Inc. or any other person that the
projected outcomes can or will be achieved.
Additional Information and Where to Find It ENVIROMETRICS, Inc. plans to file an
Information Statement on SEC Form 14C in connection with the merger, and
ENVIROMETRICS, Inc. expects to mail this Information Statement to shareholders
of ENVIROMETRICS, Inc. containing information about the merger. Investors and
shareholders are urged to read the Information Statement carefully when they are
available. The Information Statement will contain important information about
ENVIROMETRICS, Inc., THE CATAPULT GROUP, the merger, the persons soliciting
written consents relating to the merger, their interests in the merger, and
other related matters. Investors and shareholders will be able to obtain free
copies of these documents through the website maintained by the U.S. Securities
and Exchange Commission at http://www.sec.gov. Free copies of the Information
Statement may also be obtained (when available) from ENVIROMETRICS, Inc. by
directing a request to ENVIROMETRICS, Inc., 9229 University Blvd., Charleston,
SC 29406, attention: Investor Relations, telephone: (843) 553-9456.
In addition to the Information Statement, ENVIROMETRICS, Inc. files annual,
quarterly and special reports and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information filed by ENVIROMETRICS, Inc. at the SEC's public reference room at
450 Fifth Street, N.W., Washington D.C. 20549 or at any of the Commission's
other public reference rooms in New York, New York and Chicago, Illinois. Please
call the Commission at 1-800-SEC-0330 for further information on the public
reference rooms. ENVIROMETRICS', filings with the SEC are also available to the
public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
ENVIROMETRICS, Inc. and their directors, executive officers and certain other
employees and members of management may be deemed to be soliciting written
consents from shareholders of ENVIROMETRICS, Inc. in favor of the merger.
Information concerning the participants in the solicitation is set forth as of
January 28, 2000 in ENVIROMETRICS' Annual Report on Form 10-KSB for the year
ended December 31, 1998.
Contact: Walter H. "Skip" Elliott, III
Envirometrics, Inc.
843-553-9456
