Ex 99-1
Press Release
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For Immediate Release
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PlanGraphics announces merger with Integrated Freight Systems, Inc.
FRANKFORT, Ky., June 4, 2009--PlanGraphics, Inc. (PGRA.OB) announced today that
it will be merged into its majority shareholder, privately held Integrated
Freight Systems, Inc. of Sarasota, Florida, a transportation holding company.
The merger will be a statutory merger under Colorado and Florida corporation
law. As a result, Integrated Freight will be the surviving entity, PlanGraphics
will cease to exist and Integrated Freight will succeed to PlanGraphics' SEC
registration under Section 12(g) of the Securities Exchange Act of 1934.
The proposed merger to be approved by PlanGraphics shareholders follows
Integrated Freight's recent acquisition of 401,559,467 shares of PlanGraphics'
common stock in payment of its Series A Redeemable Preferred Stock and accrued
and unpaid dividends on May 29, 2009, by which Integrated Freight became the
owner of 80.2 percent of PlanGraphics' outstanding common stock.
Under the terms of the proposed merger, which was filed earlier today as a
preliminary Information Statement/Prospectus on a pending Form S-4 Registration
Statement, Integrated Freight as the majority shareholder of PlanGraphics will
approve:
o A reverse split of PlanGraphics issued and outstanding common stock of
one to 244.8598 which will result in 404,961 shares issued and
outstanding held by persons other than Integrated Freight,
o The sale of PlanGraphics operating subsidiary, PlanGraphics, Inc. (a
Maryland corporation) to John C. Antenucci, PlanGraphics' current sole
director and chief executive officer, and
o The merger of PlanGraphics into Integrated Freight which will result
in the conversion of the 404,961 shares of PlanGraphics' common stock
held by persons other than Integrated Freight into the same number of
shares of Integrated Freight's common stock and the issue of warrants
to purchase an equivalent number of Integrated Freight's common stock
for two years.
Integrated Freight is a short to medium-haul truckload carrier of general
commodities with service centers located throughout the United States. It
provides dry van, hazardous materials, and temperature controlled truckload
carriers and intends to open additional brokerage services, make further
acquisitions of carriers and expand to nationwide service. In the four
months since inception Integrated Freight's 177 tractors and 383 trailers
have produced consolidated revenues of $6.6 million.
Integrated Freight believes that the proposed transactions noted above are
in the best interest of both PlanGraphics' and its own shareholders to
achieve greater market value than would be possible if PlanGraphics were to
continue operating its current business as a public company. It is
anticipated that, following completion of the merger, Integrated Freight's
current shareholders will own 90 percent of Integrated Freight, former
PlanGraphics shareholders will own two percent and the Nutmeg/Fortuna Fund
LLLP will own the remaining eight percent. The merger is subject to
PlanGraphics shareholder approval as required by the Colorado Business
Corporation Act and other customary closing conditions. It is anticipated
that the closing of the merger will occur in the third quarter of 2009.
Following the merger, Integrated Freight will be listed on the OTC Bulletin
Board and change the present trading symbol of PGRA to a new one to be
assigned by FINRA. Paul A. Henley will continue to serve as Chairman of the
Board, President and Chief Executive Officer of Integrated Freight and its
Board of Directors will consist of its four existing directors. The sole
director and the officers of PlanGraphics, Inc. will resign their positions
upon completion of the merger.
Forward Looking Statements: This news release includes certain
forward-looking statements, which are subject to various risks and
uncertainties and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Integrated Freight's
actual results could differ materially from those currently anticipated due
to a number of factors, including but not limited to the size, structure
and growth of its transportation services and related markets; the
collection rates for transports; the continuation and/or renewal of service
contracts; the acquisition of profitable operations and contracts and other
brokerage service operations; the successful expansion of its
transportation operations; and other matters set forth in Integrated
Freight's preliminary information statement/prospectus and any future
filings with the Securities and Exchange Commission. Integrated Freight and
PlanGraphics undertake no obligation to publicly update these
forward-looking statements, whether as a result of new information, future
events or otherwise.
About Integrated Freight Systems, Inc. Integrated Freight Systems, Inc., a
Florida corporation, is a privately held holding company engaged in the
motor freight industry. Its principal executive offices are located at
Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240. Its telephone
number at that address is 941-545-7800. Integrated Freight Systems' web
site is under construction.
About PlanGraphics, Inc. PlanGraphics is a publicly traded holding company
engaged in full life-cycle systems integration and implementation providing
a broad range of services in the design and implementation of information
technology in the public and commercial sectors. PlanGraphics has
headquarters in Frankfort, Kentucky, and regional offices in Maryland and
Colorado. On the Web: www.plangraphics.com.
In connection with the approval of the three transactions described above,
including the proposed merger, Integrated Freight has filed a registration
statement on Form S-4 with the SEC, which includes a combination
information statement and prospectus.
INVESTORS AND SECURITY HOLDERS OF PLANGRAPHICS ARE URGED TO CAREFULLY READ
THE REGISTRATION STATEMENT AND THE INFORMATION STATEMENT/PROSPECTUS AND ANY
OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INTEGRATED FREIGHT,
PLANGRAPHICS AND THE PROPOSED MERGER. INVESTORS AND SECURITY HOLDERS MAY
OBTAIN A FREE COPY OF THE S-4 REGISTRATION STATEMENT AND OTHER DOCUMENTS
FILED WITH THE SEC BY INTEGRATED FREIGHT UNDER PLANGRAPHICS' REGISTRATION
AT THE SEC'S WEBSITE AT WWW.SEC.GOV. A DEFINITIVE INFORMATION
STATEMENT/PROSPECTUS WILL BE DISTRIBUTED TO PLANGRAPHICS' SHAREHOLDERS WHEN
THE REGISTRATION STATEMENT IS EFFECTIVE, A DATE THAT CANNOT BE PREDICTED.
Contacts:
At PlanGraphics: Fred Beisser, Senior Vice President--Finance,
Tel: (502) 223-1501 or email: fbeisser@plangraphics.com.
At Integrated Freight: Paul A. Henley, CEO, Tel: (941) 545-7800 or
email: paulhenley2003@yahoo.com.