Science & Technology
Science and Technology
Science and Technology
Tue, January 13, 2009 The Children?s Internet Announces Its Intent to Merge With The Children?s Internet Holding Company and Its Anticipated Product
GOLD RIVER, Calif.--([ BUSINESS WIRE ])--The Children's Internet, Inc. (OTCBB:CITC) (hereinafter referred to as "TCI") announced today that on January 9, 2009, its Board of Directors by Unanimous Written Consent voted to approve a merger in principal (the "Merger") by and between TCI and The Children's Internet Holding Company, a limited liability company ("TCI Holding"). The Merger will become effective only upon approval by a majority vote of the outstanding shares of TCI stock, which vote will be conducted during TCI's annual shareholders meeting, now scheduled for Friday, February 20, 2009. The annual shareholders meeting will be held at the corporate offices of TCI located at 2377 Gold Meadow Way, Suite 100, Gold River, CA 95670.
The Merger
At the closing of the Merger (the "Closing"), TCI Holding will merge into TCI. The form of Merger will be conclusively determined in the merger agreement (the "Merger Agreement") after analysis of applicable tax, corporate, and securities law considerations. The parties have agreed to use their best efforts to enter into a definitive Merger Agreement within one week from the date of TCI's annual shareholders meeting, assuming the Merger is approved by a majority of its shareholders.
At the Closing of the Merger, TCI will issue to holders of TCI Holding equity a total of 22.5 million shares of TCI common stock in exchange for 100% of the TCI Holding equity interests. In addition, at the Closing, TCI will be required to cancel and return to its treasury, without further consideration, the 14,040,988 outstanding shares of common stock issued to Shadrack Films, Inc., assuming the cancellation is approved by the U.S. District Court.
Richard J. Lewis III, CEO and Chairman of TCI and Managing Member of TCI Holding stated that "Although legally documenting the Merger will set back the date for TCI's annual shareholders meeting by one month, the Merger is clearly in TCI's best interest. The Merger will relieve TCI of substantial debt, bring in operating capital, and add significant improvements to its intellectual property."
Product Release Date
Based on the Merger being completed by the last week in February, TCI announced today that TCI anticipates releasing its children's internet security and entertainment based software into the marketplace by no later than May 15, 2009. Several enhancements to TCI's technology are planned for TCI's product release date, with many enhancements having been already implemented.
Some of the planned enhancements to the product include improvements to the access control process, revamping the installer, updating the browser, providing time management and reporting controls, and extending the web content to use the full spectrum of web media technologies available. An improved access control process has been integrated into the application which lowers our infrastructure cost by eliminating a major server component, provides a more robust and extendable security mechanism, and should provide an order of magnitude improvement in scalability. Furthermore, the installer will be prototyped to provide customer-centric messages while significantly reducing the installation-related support calls. In addition, the standards and guidelines for site review have been reworked to be easier for reviewers to follow and for TCI to measure its performance in grading sites.
Richard J. Lewis III, CEO and Chairman of TCI stated that, "We do not want to repeat the mistakes of the past by releasing the product to the marketplace before it's ready. All of the technology improvements that have been completed or are planned will make our product unique, novel and superior and is what will separate TCI from its competitors."
About The Children's Internet, Inc.:
The Children's Internet, Inc., [ http://www.thechildrensinternetinc.com ] is the most comprehensive, secure Internet service and "educational super portal" for children, pre-school to junior high, providing them with SAFE, real time access to millions of the best pre-selected, pre-approved educational and entertaining web pages accessed through a kid-friendly search engine.
The Children's Internet provides kids with a rich array of easy to use applications, including secure e-mail, search engine, homework help, games, news, learning activities and virtually limitless educational resources all within its safe, protected online community that gives kids a sense of freedom and parent's total peace of mind!
Awards won byThe Children's Internet®:
The Children's Internet® was declared winner of Outstanding Products of 2006 by iParenting Media Awards in the software category.
The Children's Internet® received the coveted National Parenting Center's Seal of Approval.
The Children's Internet® was ranked by PC Magazine as Editors' Choice in the category of "Kids' Browsers and Services" and declared the winner, rated #1 over AOL, MSN and EarthLink.
Forward-Looking Statements:
This press release may be deemed to contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements are made as of today's date and we do not undertake any obligation to update forward-looking statements. You can identify such statements by our use of such words as "should," "expect," "will," "intends," and similar words and phrases which denote future events and which may depend on the future performance of the Company. Specifically, these include statements as to future product releases, the implementation of strategic initiatives and the ownership in TCI upon completion of the transaction and whether or not the transaction will be consummated. Our assumptions underlying these statements are also "forward-looking" statements. Forward-looking statements are based on information and assumptions that are dynamic in nature and subject to rapid and sometimes abrupt changes. Our forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those stated or implied by the statements. Our forward-looking statements are also subject to important risks and uncertainties detailed in our latest reports filed with the SEC and available on its website at [ www.sec.gov ].
