Filed by American Access Technologies, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed to be filed pursuant
to Rule 14a-12 of the Securities Exchange
Act of 1934
Subject Company: DataWorld Solutions, Inc.
File No. 1-9263
PRESS RELEASE
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AMERICAN ACCESS TECHNOLOGIES, INC. AND DATAWORLD SOLUTIONS, INC. AGREE TO MERGE
FOR IMMEDIATE RELEASE NATIONAL DISTRIBUTION
LAKE MARY, FL and FARMINGDALE, NY - April 10, 2001- American Access
Technologies, Inc. (NASDAQ: AATK) and Dataworld Solutions, Inc. (OTCBB: DWLD)
today announced that they have signed a definitive agreement to merge. In the
merger, Dataworld shareholders will receive 1 share of American Access common
stock for each 4 shares of Dataworld common stock. The closing is subject to
approval of the shareholders of both American Access and Dataworld and other
customary conditions.
The headquarters of the company following the merger will be at Dataworld's
executive offices in Farmingdale, New York. The Company will retain
manufacturing facilities in Keystone Heights, Florida, Long Island, New York and
San Jose, California and sales offices in Florida, New York, Massachusetts and
California. It is anticipated that no significant changes will occur in
management or in the number of employees.
In announcing the merger, John Presley, President of American Access, stated,
"We believe that this merger will have substantial benefits to the shareholders,
customers and employees of both American Access and Dataworld. Dan McPhee's
record at Dataworld, as well as manufacturing and marketing synergies we
anticipate through this transaction, bring us confidence for the future."
Dan McPhee, President of Dataworld, stated, "The addition of American Access'
products and manufacturing to Dataworld's products and manufacturing will not
only expand our portfolio of products but should assist us in achieving
manufacturing and distribution efficiencies resulting in improved operating
margins. This is certainly the right time to plan for the future. This merger
should not only give us immediate cost savings on our current operations but
offers growth opportunities."
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ABOUT AMERICAN ACCESS TECHNOLOGIES, INC. - American Access manufactures zone
cabling units that mount in ceilings, raised floors and custom furniture. The
Company's products support the zone cabling strategy of facility wiring for
telecommunications services to reduce this cost of installation and maintenance
by as much as 70% while providing versatility for voice and data infrastructures
including copper and fiber optics. The Company's manufacturing subsidiary, Omega
Metals, located in Keystone Heights, Florida offers precision metal fabrication
and finishing.
ABOUT DATAWORLD SOLUTIONS, INC. - Dataworld Solutions is a multi-regional,
value-added specialty distributor and manufacturer of electronic cable assembly
used in providing connectivity solutions which includes systems integration for
customers operating a wide range of data systems. This includes linking or
connecting standard or proprietary electronic devices and peripheral components
from different vendors to provide solutions for various customer requirements.
Dataworld adds value by providing connectivity solutions, including distributed
sales for passive components such as electronic connectors, electronic wire and
cable, cabinets and racks and patch panels, and active components including
hubs, bridges, routers, gateways and modems. Dataworld currently operates 2
assembly plants on Long Island, New York and 1 plant in San Jose, California and
has more than 85 employees.
WHERE TO FIND ADDITIONAL INFORMATION
American Access Technologies and Dataworld Solutions will file a Proxy
Statement/Information Statement/Prospectus and other relevant documents
concerning the proposed merger transaction with the Securities and Exchange
Commission. WE URGE INVESTORS TO READ THE PROXY STATEMENT/INFORMATION
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Security holders will be able to obtain these documents free of charge at the
website maintained by the SEC at www.sec.gov or at the SEC's public reference
room located at 450 Fifth Street, NW, Washington D.C. 20549 or at one of the
SEC's other public reference rooms in New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information of the public
reference rooms. In addition, when available, security holders may obtain
documents filed with the SEC by American Access free of charge by requesting
them in writing to American Access Technologies, Inc., 37 Skyline Drive, Suite
1101, Lake Mary, FL 32746, Attention: Secretary. When available, security
holders may obtain documents filed with the SEC by Dataworld Solutions free of
charge by requesting them in writing to Dataworld Solutions, Inc., 920 Conklin
Street, Farmingdale, NY 11735, Attention: Secretary.
SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE MERGER
American Access Technologies and Dataworld Solutions, their respective Directors
and Executive Officers, and certain other members of their managements and
employees, may be deemed to be participants in the solicitation of proxies from
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the shareholders of American Access Technologies and Dataworld Solutions in
connection with the merger. Information regarding the identity of the persons
who may, under SEC rules, be deemed to be participants in the solicitation of
shareholders of American Access in connection with the merger, and their
interests in the solicitations, is set forth in American Access's annual report
on Form 10-KSB filed with the SEC. Information regarding the identity of the
persons who may, under SEC rules, be deemed to be participants in the
solicitation of shareholders of Dataworld Solutions in connection with the
merger, and their interests in the solicitations, is set forth in Dataworld
Solutions' Registration Statement on Form SB-2 which is on file with the SEC.
Investors may obtain additional information regarding the interests of such
participants by reading the Proxy Statement/Information Statement/Prospectus
when it is filed with the SEC.
FORWARD LOOKING STATEMENTS
Except for the historical and present factual information contained herein, the
matters set forth in this document, including statements regarding the expected
benefits of the merger such as efficiencies, cost savings, marketing expansion
and other statements identified by words such as "expects", "should", "offers",
"believes", and similar expressions are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including the
possibility that the anticipated benefits from the merger cannot be fully
realized, the possibility that costs or difficulties related to the integration
of our businesses will be greater than expected, the impact of competition, the
impact of general economic conditions, and other risk factors relating to our
industries as detailed from time-to-time in each of American Access
Technologies, Inc. and Dataworld Solutions, Inc. reports filed with the SEC.
American Access Technologies, Inc. and Dataworld Solutions, Inc. disclaim any
responsibility to update these forward-looking statements.
CONTACTS:
For American Access technologies, Inc.: For Dataworld Solutions, Inc.:
LACY LOAR KEVIN SPENCER
407-333-1446 888-369-9976
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