12 Jul A DISTRIBUTION OF SHARES IN STARBIZ CORPORATION
FOR IMMEDIATE RELEASE: July 10, 2018
Contact: Joseph Mazin, President & CEO
Telephone: (818) 890-1401
Fax: (818) 890-6001
Web Site: http:/www.Flamemaster.com
FLAMEMASTER CORPORATION ANNOUNCES
A DISTRIBUTION OF SHARES IN STARBIZ CORPORATION
TO ITS SHAREHOLDERS AS A STOCK DIVIDEND
Pacoima, California: Flamemaster Corporation (FAME PK) today reported that its Board of Directors has authorized the spin-off of StarBiz Corporation shares, to Flamemaster shareholders. The spin-off of StarBiz shares will take the form of a stock dividend to Flamemaster shareholders, who will receive one StarBiz share for every 125 (one hundred and twenty-five) Flamemaster shares owned.
The shares of StarBiz to be distributed will bear a Restrictive Legend and will be issued in book-entry form. No stock certificates will be issued, the spin-off shares will be registered to each shareholder’s account. The StarBiz shares are to be priced at $300.00 USD (three hundred dollars) per share. No fractional shares will be issued. Fractions will be paid in cash at the rate of $2.40 (two dollars and forty cents) for each Flamemaster share held on the record date. Example. If you owned 300 shares of Flamemaster you will receive 2 (two) book-entry shares of StarBiz Corporation Common Stock Restricted, and a check for the fraction remaining of 50 (fifty) shares of Flamemaster at $2.40 (two dollars and forty cents each) or a total of $120.00 USD (one hundred twenty dollars).
The StarBiz Corporation stock will not be registered under the Securities Exchange Act of 1934, and StarBiz will not file periodic reports with the Securities Exchange Commission, including among other things, Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and will not be subject to the SEC’s Proxy Rules.
The distribution date was set for August 14, 2018 to shareholders of record July 24, 2018. The company recently entered into a purchase agreement with Starbiz Corporation to exchange non-operating assets (it’s interest in Aeropac LLC and Starbiz Equity partners LLC) for 5150 Starbiz Corporation shares. The Starbiz Coproation shares are being acquired together with Flamemaster’s previous holdings in Starbiz Corporation and are being distributed to Flamemaster’s shareholders.
The Company makes no opinion regarding the tax consequences of this distribution and suggests that independent tax advice be obtained concerning this dividend.
Flamemaster Corporation is a specialty chemicals manufacturer servicing the aerospace and defense industries with high performance aircraft sealants and coatings.
The release herein may contain or identify a forward-looking statement. These statements are based on a number of assumptions and estimates, which are inherently subject to uncertainty and contingencies, many of which are beyond the control of the Company and reflect future business decisions, which are subject to change.