EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NUTEK, INC. ANNOUNCES SPIN-OFF OF SUBSIDIARY AND STOCK DIVIDEND
LAS VEGAS - October 20, 2003 -- Nutek, Inc. (OTCBB: NUTK) today announced the
Company has notified the National Association of Securities Dealers (NASD) of
its intention to issue a special stock dividend to shareholders. The Company
has placed the patented TekPlate(TM) product and various related licenses,
marketing agreements, etc., into a subsidiary corporation, which will be
spun off from the parent Nutek as a wholly owned subsidiary. Thereafter,
Nutek will declare a special dividend of a portion of such shares of the
subsidiary to Nutek shareholders, as explained below.
We anticipate that the spin-off will allow this subsidiary access to additional
capital through its own equity, rather than requiring dilution of the parent
Nutek, and thus, would, if successful, allow owners of the shares of the new
subsidiary to directly benefit from expected and projected growth and marketing
of the TekPlate product. TekPlate(TM) is a specialty line of patented
switch plate and outlet plate covers specifically designed to provide automatic
illumination when the power fails.
Nutek will retain majority ownership of the subsidiary, with the shareholders
of Nutek receiving one share of the subsidiary's common stock for approximately
every 300 shares of Nutek common stock held, with the balance of the
subsidiary's authorized shares set aside for future development. The record
date for this special dividend (the "Dividend") is anticipated to be October
31, 2003 (the "Record Date").
The Dividend will take the form of a share certificate representing a number of
shares of common stock of the subsidiary, as stated above, which will be
distributed to the Company's beneficial stockholders of record as of the Record
Date.
Certificates for the Dividend shares in the subsidiary, which is not yet
publicly traded, will specify the name of the beneficial owner.
There will be two ways for stockholders to receive their Dividend certificate,
as follows:
1. Obtaining Dividend For Nutek's Common Shares - If a stockholder is already
a record owner of the Company, holding certificates for Nutek common stock
issued in his, her or its name, no further action is needed. The transfer agent
will mail a Dividend certificate directly to the record owner. To prevent any
delay, we recommend shareholders confirm with the Company's transfer agent
their address in the transfer agent's records. If you have or think you may
have had a change of address since you were issued your stock certificate,
please notify the transfer agent in writing of your change of address. The
transfer agent's contact information is:
Transfer Online
227 SW Pine St., Suite 300
Portland, OR 97204
Attention: Myrna Singer
Fax No : (503) 227-2950
Tel. No : (503) 227-6874
Email : MYRNA@TRANSFERONLINE.COM
PLEASE NOTE: If a stockholder does not yet hold shares of the Company's common
stock in certificate form, but holds them in street name with a broker, such
beneficial stockholders can request a stock certificate from their broker
representing their ownership interest in the Company's common stock. If such
certificate is issued to a stockholder prior to the Record Date, that
stockholder need do nothing further. The Company's transfer agent will then
mail the Dividend certificate directly to those stockholders. To insure
receipt of their Dividend certificate, the Company urges all stockholders who
do not currently hold their shares of Nutek's common stock in certificate form,
and who wish to take part in the Dividend distribution, to immediately request,
in writing, from their broker an actual paper stock certificate representing
their shares of the Company's common stock. To assist stockholders in this
regard, a sample stockholder letter requesting a certificate evidencing their
ownership of Nutek has been posted on the Company's website WWW.NUTK.COM. If
you have requested a stock certificate from your broker and are experiencing
difficulties or unusual delays in obtaining your stock certificate, the Company
would like to hear from you immediately. You should notify the Company of any
such problems via e-mail at CERTIFICATES@NUTK.COM or via fax at (702) 262-0033.
Such notifications should include a copy of your brokerage statement reflecting
your claimed ownership interest in Nutek.
2. Relying on Your Broker's Beneficial Owner List - If you elect not to obtain
your stock certificate or a stock certificate that you requested is not issued
by the Record Date, your broker will be submitting to the Company's transfer
agent within five (5) business days after the Record Date a list of its
beneficial owners of Nutek common stock as of the Record Date to enable the
transfer agent to issue directly to such beneficial owners the Dividend
certificate(s). If you are a stockholder who elected not to request your stock
certificate or if you requested your stock certificate and do not receive it by
the Record Date, you should contact your broker promptly after the Record Date
to insure that your ownership interest in Nutek common stock, as of the Record
Date, is included properly on the beneficial owner list that your broker is
required to submit to the Company's transfer agent.
Stockholders and brokers should also note that Dividend certificates will be
issued first to registered stockholders who hold their shares in certificate
form in their name and then to those beneficial stockholders identified in the
beneficial owner lists submitted by the brokers. The Company will commence
mailing Dividend certificates to registered stockholders within ten (10)
business days after the Record Date. Accordingly, brokers must submit their
beneficial owner lists to the transfer agent within five (5) business days
after the Record Date to enable the transfer agent to process the Dividend
certificates.
About TekPlate(TM)
TekPlate(TM) is a specialty line of patented switch plate and outlet plate
covers specifically designed to provide automatic illumination when the power
fails. More information is available at WWW.TEKPLATE.COM.
About Nutek, Inc.
Nutek, Inc. (NUTK) is a public holding company with primary operations in three
diverse industries: Datascension Inc. a leading data processing and market
survey firm; Nutek Oil Inc., an oil and gas exploration and development
company; and Nutek Inc., a developer and marketer of proprietary
consumer/commercial products. Additional information is available at
www.nutk.com.
SAFE HARBOR STATEMENT:
THIS NEWS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND
SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED, WITH RESPECT TO ACHIEVING CORPORATE OBJECTIVES, DEVELOPING ADDITIONAL
PROJECT INTERESTS, THE COMPANY'S ANALYSIS OF OPPORTUNITIES IN THE ACQUISITION
AND DEVELOPMENT OF VARIOUS PROJECT INTERESTS AND CERTAIN OTHER MATTERS. THESE
STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE RISKS AND
UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN. Forward-looking statements
involve risks and uncertainties. Words such as "will," "anticipates,"
"believes," "plans," "goal," "expects," "future," "intends" and similar
expressions are used to identify these forward-looking statements. Actual
results could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks described in this press
release. Such risks include, but are not limited to terrorist activities that
may affect our business or the economy in general; lack of consumer acceptance;
better products developed by other companies; technological obsolescence of our
product(s); lack of funds to market our product; increase in costs of
production, and similar risks. For further information about Nutek, Inc.,
please refer to its materials filed with the Securities and Exchange Commission
and available on the SEC website at www.sec.gov.
CONTACT:
Accentuate PR (Media)
Julie Shepherd, 815-479-1833
julie@accentuatePR.com
or
Stock Enterprises (Investors)
James Stock, 866-242-2405
stockenter@aol.com