PureSpectrum Inc (PSPM) Moving Off Pinksheets to OTCBB
Published Oct 9th, 2009
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Combination of PureSpectrum, Inc. and International Medical Staffing, Inc. Advanced as S-4 Registration Statement Rendered Effective by SEC
SAVANNAH, Ga., Oct 09, 2009 (BUSINESS WIRE) — The Securities and Exchange Commission has rendered effective the S-4 registration statement filed by International Medical Staffing, Inc. (OTCBB: IMSG) in September, furthering the proposed business combination transaction between IMSG and PureSpectrum, Inc. (Pink Sheets: PSPM) as well as efforts to improve the trading status of PureSpectrum’s common stock.
The S-4 registration statement being declared effective is an important step toward the culmination of PureSpectrum’s efforts to facilitate the accomplishment of several critical corporate objectives: improving and enhancing the status of the company’s common stock, achieving fully reporting status, creating additional transparency, building the company’s credibility with all audiences and constituencies, providing greater liquidity for the company’s shareholders and providing the company access to new capital markets.
“It is a tremendous accomplishment for PureSpectrum and its stakeholders to have completed this process efficiently and to have achieved fully reporting status,” said David Michael Conner, general counsel for PureSpectrum and a member of the company’s board of directors. “It is truly remarkable to consider all of the hard work that has gone into completing a process which provides so many benefits for the company. After thoroughly reviewing the needs of the company and establishing objectives, we identified and executed an appropriate strategy that we believe materially enhances the value, transparency and credibility of the company.”
On June 3, 2009, PureSpectrum acquired a controlling interest in a Delaware company called International Medical Staffing, Inc. (IMSG), a fully reporting company whose stock has been admitted for trading on the OTC Bulletin Board. PureSpectrum and IMSG entered into an Agreement of Purchase and Sale and Plan of Reorganization (”Agreement”). which provided that IMSG would acquire all of the assets and assume all of the liabilities of PSPM. In exchange, IMSG will issue one share of IMSG common stock for each share of PureSpectrum common stock outstanding and will replace outstanding PureSpectrum warrants and convertible debentures with IMSG warrants and debentures with material terms identical to the warrants and debentures being replaced.
As a result of the S-4 registration statement being declared effective, the IMSG shares received by the PureSpectrum shareholders and the shares of common stock underlying the IMSG substitute warrants and debentures are now registered under the Securities Act. Once the share exchange occurs, PureSpectrum shareholders other than affiliates generally will be able to freely sell their replacement IMSG shares on the open market.
Following the combination of the two businesses, IMSG will ultimately change its name to PureSpectrum. The current PureSpectrum will dissolve. As disclosed in the S-4 registration statement, the net dilution for each shareholder will be less than one percent (.008369 or 0.8369%) as a result of this business combination.
“The S-4 being rendered effective by the SEC is a seminal milestone in our a corporate history as we continue to strive toward our goal of becoming a fully reporting company,” said PureSpectrum president and CEO Lee Vanatta. “Our shareholders are a primary concern for us, and we feel that throughout this process our decisions have been focused on attempting to identify the course of action that would be most likely to enhance shareholder value. As the company moves forward and hopefully achieves additional benchmarks, we will continue to make our shareholders the top priority in our decision making process.”
The S-4 Registration Statement may be viewed in its entirety at http://www.otcbb.com/asp/Info_Center.asp.
Call (912) 961-4980 for more information about PureSpectrum or visit www.purespectrumlighting.com to watch a video demonstrating the performance of PureSpectrum’s 20-watt dimmable CFL compared to a brand name dimmable CFL.
ABOUT PURESPECTRUM
PureSpectrum, Inc. is a technology-driven lighting company headquartered in Savannah, Ga., that is striving to develop performance based technology solutions for energy efficient lighting in multiple categories. The company’s mission is grounded in the quest to preserve natural resources and a belief that energy efficient lighting will be embraced and absorbed through improved performance. PureSpectrum is designing technology and products that enable energy conservation and improved performance without increased cost or confusion for the consumer. PureSpectrum plans to continue its commitment to researching and developing technologies and products that satisfy consumer demand and advance the cause of energy conservation. Please call (912) 961-4980 or visit www.purespectrumlighting.com for more information on PureSpectrum.
Certain statements contained in this news release regarding matters that are not historical facts may be forward-looking statements. Because such forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, uncertainties pertaining to continued market acceptance for PureSpectrum’s products and services, its ability to succeed in growing revenue, the effect of new competitors in its market, integration of acquired businesses, and other risk factors identified from time to time by PureSpectrum. For additional information concerning risk factors, please refer to the securities filings at http://www.otcbb.com/asp/Info_Center.asp
SOURCE: PureSpectrum
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