NEWS RELEASE MARCH 3, 2000
FOR IMEDIATE RELEASE: ENVIROMETRICS, INC. ANNOUNCES SIGNING NON-BINDING
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 signed a Non-binding Agreement to acquire all
of the outstanding stock of THE CATAPULT GROUP, Inc. (CATAPULT), a privately
held Georgia corporation. CATAPULT 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 CATAPULT. The acquisition will result
in the shareholders of CATAPULT 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
successfully completing due diligence investigations, re-listing of
Envirometrics common stock on the OTC:BB, subsequent approval by the
shareholders of Catapult and ENVIROMETRICS, Inc. and other customary closing
conditions.
CATAPULT has positioned itself as a premier southeastern provider of Internet
consulting and development services for middle-market organizations. Catapult
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. CATAPULT 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., Catapult, 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.
