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Florida-Based Global Digital Solutions, Inc. Completes Reverse Merger with Creative Beauty Supply, Inc. of New Jersey
3/25/2004 11:11:00 AM
WEST PALM BEACH, Fla., Mar 25, 2004 (BUSINESS WIRE) -- Global Digital Solutions, Inc. ("GDSI"), which specializes in advanced communications solutions, today announced that it has completed a reverse merger with New Jersey-based Creative Beauty Supply, Inc. (CVBS) . The merger agreement was first announced on February 4, 2004.
The transaction was formally approved on March 19, 2004 by the shareholders of Creative Beauty Supply ("Creative") at their annual meeting. Creative shareholders also agreed that the name of the combined company will be "Global Digital Solutions, Inc."
With completion of the merger, GDSI now owns approximately 87 percent of the stock of Creative. Given this ownership percentage, GDSI is considered the acquiring company for accounting purposes and the transaction will be accounted for as a reverse acquisition of Creative by GDSI.
This transaction enables GDSI to become a publicly traded company in the over-the-counter market. Initially, GDSI will use Creative's existing OTC ticker symbol: CVBS. That symbol is likely to change in the near future, pursuant to an approval process, to reflect the company's name change.
The reverse merger between Creative and GDSI resulted in the change of control of Creative with the issuance of nearly 24 million common shares of Creative stock to GDSI. Technically, in a reverse merger of this kind, Creative is acquiring 100 percent of GDSI and then changing its name to Global Digital Solutions, Inc.
At their annual meeting, Creative shareholders also voted to approve the following individuals as officers and directors of the combined company: Richard J. Sullivan (Chairman of the Board); Jerome C. Artigliere (CEO, President, COO and Director); Garret A. Sullivan (Director); Arthur F. Noterman (Director). Richard Sullivan and Garret Sullivan are not related. The shareholders also voted to approve the appointment of Rubin, Brown, Gorstein & Co, LLP, of St. Louis, MO, as the company's public accounting firm.
Creative was incorporated in New Jersey on March 15, 1996, as a cosmetic and beauty supply distributor. The company's Board of Directors approved a spin-off of its wholly owned subsidiary, Creative Beauty Supply of New Jersey Corporation, to shareholders of record as of December 31, 2003. The company is finalizing the required SEC filings to complete the spin-off.
As previously announced, GDSI was formed in late 2003 by former top executives of Applied Digital Solutions, Inc. (ADSX) , including former Chairman and CEO Richard J. Sullivan and former Chief Operating Officer Jerome C. Artigliere. GDSI plans to target the lucrative U.S. Government contract market in three specific segments: Communications; Security; and Advanced Parts & Services.
On January 8, 2004, GDSI acquired San Marcos, CA-based Pacific ComTel, a privately held corporation with $15 million in revenue for year-end 2003 and 126 employees. The Company - a telecommunications carrier/integrator, specializing in designing, installing, and maintaining telephony and data networks using copper and fiber cabling - has developed a host of service solutions designed to optimize inter-office communications.
Jerome C. Artigliere, CEO and President of GDSI, commented: "We're delighted to have completed this transaction so quickly. With the reverse merger now a reality, GDSI has emerged as a publicly traded company. This will enable us to benefit from the growth opportunities available in the public marketplace. Our single-minded focus is to build shareholder value by pursuing the U.S. Government contract business in our areas of expertise: communications, security, and advanced parts and services."
