DES MOINES, IA -- (Marketwire) -- 02/15/13 -- Liberty Technologies, Inc. (PINKSHEETS: LBTL), today announced that it has completed a merger with Capalyst, Inc., d/b/a DomiKnow, and a one-for-ten reverse stock split of its common stock. The company will continue operations under its new name of DomiKnow, Inc. The merger, name change, and reverse stock split were approved by the Company's shareholders through an action by shareholder consent on December 14, 2012.
A purpose of the reverse stock split is to increase the per share trading price of the Company's common stock and to reduce the total number of shares in the market. As a result of the reverse stock split, every ten (10) shares of the Company's common stock issued and outstanding prior to the opening of trading on February 15, 2013 will be consolidated into one (1) issued and outstanding share. Any fractional share resulting from the reverse stock split will be rounded up to the next largest whole share.
Trading of the Company's common stock on OTC Markets will continue, on a split-adjusted basis, with the opening of the markets on Friday, February 15, 2013. Shares of the Company's common stock will trade under the symbol LBTLD for a period of 20 trading days, to designate that it is trading on a post-reverse split basis. The common shares will resume trading under the company's new symbol of DMNO after that 20-day period. Immediately subsequent to the reverse stock split, there will be approximately 19,907,876 of the Company's common shares issued and outstanding.
The Company's transfer agent, Integrity Stock Transfer, will act as the exchange agent for the reverse split. Shareholders will have their positions automatically adjusted to reflect the reverse stock split, and will not be required to take any action in connection with the reverse stock split. Shareholders are not required to exchange their certificates, but if they desire to do so, they should contact Integrity Stock Transfer at (702) 317-7757 to obtain instructions and costs associated with the certificate exchange.
The merger of Capalyst, Inc. with and into Liberty Technologies became effective as of December 18, 2012. Prior to the merger, Capalyst, Inc. owned a majority of the issued and outstanding shares of Liberty Technologies. Pursuant to the merger, shareholders of Capalyst, Inc. received 120.642498 shares of Liberty Technologies stock for each share of Capalyst, Inc. stock owned prior to the merger and the shares of Liberty Technologies owned by Capalyst, Inc. prior to the merger were cancelled. Former Capalyst, Inc. stockholders that have the right to receive shares of the Company's common stock as merger consideration will receive their shares on a split-adjusted basis.
Pursuant to the merger, the members of the pre-merger board of directors of Capalyst, Inc. became the only directors of Liberty Technologies/DomiKnow, Inc. following the merger. The current directors of DomiKnow, Inc. are John R. Stokka, Bryan Webber, Brenda Brenmark, Mark Egly, Jerry Capaldi, Cris Grunewald, and Brian Baltutat. John R. Stokka will serve as Chief Executive Officer and President of DomiKnow, Inc.
The Certificate of Organization and Bylaws of Liberty Technologies/DomiKnow, Inc. were amended pursuant to the merger. The name of Liberty Technologies, Inc. was changed to DomiKnow, Inc. Additionally, the authorized number of common stock shares was increased from 200,000,000 to 500,000,000 and the authorized number of preferred stock shares was decreased from 20,000,000 to 2,000,000. Certificates of designation have been adopted for DomiKnow, Inc. Series A, Series C, and Series D preferred stock; however, no shares of preferred stock are yet issued or outstanding.
About DomiKnow, Inc.
DomiKnow is a multi-channel internet marketing firm based in Des Moines, IA. If you're a small, local business, DomiKnow brings customers to your door through our unique data, technology and skilled interactive staff. The DomiKnow social media and digital marketing experts provide a complete solution for small, local businesses to profitably dominate their market.
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