UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2004
ADSOUTH PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-33135 68-0448219
(Commission File Number) (I.R.S. Employer Identification No.)
1515 N. Federal Highway, Suite 418, Boca Raton, Florida 33432
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 470-0410
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ITEM 5. OTHER EVENTS.
On July 23, 2004, the Registrant issued a press release announcing that the
board of directors has authorized the repurchase of up to $500,000 of the
company's common stock from time to time in open market transactions.
Exhibit No. Description.
99.1 Press Release issued by Registrant on July 23, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 23, 2004. ADSOUTH PARTNERS, INC.
/s/ John Acunto
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(Registrant)
John Acunto
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description.
99.1 Press Release dated July 23, 2004 issued by Adsouth Partners, Inc.
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Exhibit 99.1
ADSOUTH PARTNERS, INC. BOARD AUTHORIZES STOCK REPURCHASE PROGRAM
Boca Raton, Florida. July 23, 2004 -- Adsouth Partners, Inc. (OTC BB: ADPR),
announced today that the board of directors has authorized the repurchase of up
to $500,000 of the company's common stock from time to time in open market
transactions. The repurchase program, which does not have a specified duration,
will commence following release of Adsouth's financial information for the
quarter ended June 30, 2004. Timing of the repurchases and the number of shares
repurchased in each transaction will depend on market conditions and various
other factors. The Company expects to use available cash and internally
generated funds for the repurchase program. As of June 30, 2004, Adsouth had
89,201,622 shares outstanding. The Company's listing of Non-Objecting Beneficial
Owners reports a total of 10,431,651 shares as of July 1, 2004.
John P. Acunto, Jr., Adsouth's chief executive officer, stated, "We believe that
the current market price for our common stock does not accurately reflect the
value of our current business or its prospects for long-term growth. This stock
repurchase program underscores our commitment to enhancing value for our
stockholders "
About Adsouth Partners
Adsouth Partners is a vertically integrated direct response marketing
company that generates revenues from the placement of advertising, the
production of advertisements, creative advertising and public relations
consulting services and from the direct marketing sale of acquired rights to
products. Adsouth Partners is developing a market niche by providing a full
level of service quality to fulfill an existing need for the users of direct
marketing services.
Statements in this press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations, estimates and projections about
Adsouth's business based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking
statements include, but are not limited to, statements that express our
intentions, beliefs, expectations, strategies, predictions or any other
statements relating to our future activities or other future events or
conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those risks discussed under "Risk Factors" in the
company's Form 10-KSB annual report for the year ended December 31, 2003, those
described in Management's Discussion and Analysis of Financial Conditions and
Results of Operations in its Form 10-KSB annual report for the year ended
December 31, 2003 and Form 10-QSB quarterly report for the quarter ended March
31, 2004, and those described and in any other filings which we make with the
SEC. In addition, such statements could be affected by risks and uncertainties
related to our financial conditions, the availability of financing, the
company's ability to generate clients for the direct response marketing
business, the company's ability to successfully develop its Dermafresh business
as well as other factors which affect the industries in which we conduct
business, including market and customer acceptance, competition, government
regulations and requirements and pricing, as well as general industry and market
conditions and growth rates, and general economic conditions. Any
forward-looking statements speak only as of the date on which they are made, and
Adsouth does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this release.