EXHIBIT 99.1
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FLAMEMASTER CORPORATION
11120 SHERMAN WAY, SUN VALLEY, CALIFORNIA 91352-4949
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P R E S S R E L E A S E
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FOR IMMEDIATE RELEASE:
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May 26, 2005
Contact: Joseph Mazin, President & CEO
Telephone: (818) 982-1650
Fax: (818) 765-5603
Web Site: http://www,flamemaster.com
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E-mail: releases@flamemaster.com
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FLAMEMASTER CORPORATION FILES FORM 15 TO DEREGISTER ITS
COMMON STOCK WITH THE SECURITIES AND EXCHANGE COMMISSION
COMPANY AND THE BEST GROUP TERMINATE CONTEMPLATED MERGER AGREEMENT
Sun Valley, CA May 26, 2005. Flamemaster Corporation (Pink Sheets "FAME")
announced today that it has filed A Certification and notice on Form 15 with the
SEC today in order to terminate registration of it's common stock and suspend
the filing of current and periodic reports with the SEC. The Company expects the
deregistration to become effective in 90 days after the filing with the SEC.
"After careful consideration, our Board of Directors decided to take this action
because we believe that the disadvantages of continuing as a fully reporting
public company far outweigh the advantages", stated Joseph Mazin, the Company's
CEO.
Some of the reasons in reaching this decision were the substantial increase in
costs and expenses that the Company would have to incur. Particularly in
complying with the Sarbanes-Oxley Act of 2002, especially with Section 404 of
that act. Additionally, the ongoing costs and expenses, both direct and indirect
associated with the preparation of filing the Company's periodic reports with
the SEC, and the need to use available resources in its business rather than to
comply with regulatory requirements of being registered. In addition to the
significant time and cost savings resulting from deregistration, this action is
intended to allow the Company's management to focus its attention on
Flamemaster's core business.
As previously announced in a press release dated May 13, 2005, Flamemaster and
The Best Group rescinded the acquisition of Best by Flamemaster and the issuance
of non-voting convertible preferred. The Company and Best have also terminated
discussions and intent to enter into a revised agreement.
"Safe-Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
WRITTEN AND ORAL STATEMENTS MADE BY THE COMPANY THAT ARE NOT HISTORIC IN NATURE
ARE "FORWARD-LOOKING STATEMENTS" AS DEFINED UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995, INCLUDING STATEMENTS MADE IN THIS NEWS RELEASE
AND IN FILINGS WITH SECURITIES AND EXCHANGE COMMISSION. GENERALLY, THE WORDS
"BELIEVE," "EXPECT," "HOPE," "INTEND," "ESTIMATE," "ANTICIPATE," "PLAN," "WILL,"
"PROJECT," AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. ALL
STATEMENTS WHICH ADDRESS OPERATING PERFORMANCE, EVENTS, DEVELOPMENTS OR
STRATEGIES THAT THE COMPANY EXPECTS OR ANTICIPATES IN THE FUTURE ARE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS OR EVENTS TO DIFFER MATERIALLY
FROM THE COMPANY'S PAST EXPERIENCE OR CURRENT EXPECTATIONS. THE RISKS AND
UNCERTAINTIES THAT MAY IMPACT FORWARD-LOOKING STATEMENTS INCLUDE THE FOLLOWING:
THE OUTCOME OF THE COMPANY'S NOTIFICATION OF TERMINATION OF REGISTRATION UNDER
THE EXCHANGE ACT, UNCERTAINTY WHETHER TRADING IN THE COMPANY'S COMMON STOCK WILL
CONTINUE ON THE PINK SHEETS OR ANY OTHER FORUM AFTER DELISTING AND
DEREGISTRATION, WHETHER THE COMPANY WILL REALIZE SIGNIFICANT SAVINGS FROM THE
TERMINATION OF PUBLIC REPORTING OR SUCCESSFULLY RE-ALLOCATE MANAGEMENT
RESOURCES, AND THE OTHER FACTORS DISCUSSED IN THE COMPANY'S REPORTS FILED WITH
THE SECURITIES AND EXCHANGE ADMINISTRATION.