Attached files
| file | filename |
|---|---|
| 8-K - KID CASTLE EDUCATIONAL CORP | v178903_8k.htm |
| EX-3.1 - KID CASTLE EDUCATIONAL CORP | v178903_ex3-1.htm |
Exhibit
99.1
KID
CASTLE EDUCATIONAL CORPORATION ANNOUNCES
CONSUMMATION
OF REVERSE/FORWARD STOCK SPLIT
AND
GOING PRIVATE TRANSACTION
Taipei, Taiwan – March 29, 2010 – Kid
Castle Educational Corporation (the “Company”) (Pink Sheets: KDCE.PK) announced
today that on March 25, 2010, it filed Articles of Amendment to its Articles of
Incorporation with the Secretary of State of Florida to effect a 5,000 for 1
reverse stock split of the Company’s common stock (the “Common Stock”), followed
immediately by a 1 for 5,000 forward stock split of the Common Stock with a
mandatory cash out (the “Transaction”). The Transaction took effect
at 5:00 p.m. (Eastern Time) on March 25, 2010 (the “Effective
Date”).
The Transaction and the reasons for it
are described in detail in the Company’s Definitive Information Statement on
Schedule 14C filed with the Securities and Exchange Commission (the “SEC”) on
February 24, 2010.
As a result of the Transaction,
stockholders owning fewer than 5,000 shares of Common Stock as of the Effective
Date are entitled to receive from the Company $0.18 in cash for each
pre-combined share of Common Stock. Stockholders owning more than
5,000 shares of Common Stock immediately prior to the Transaction continue to
own the same number of shares of Common Stock as they did immediately prior to
the Transaction.
Stockholders who are to be cashed out
as a result of the Transaction will be notified by the Company’s transfer agent,
Securities Transfer Corporation, and receive instructions regarding the exercise
of their stock for cash.
Based upon information available to the
Company, the Transaction reduced the number of record holders of the Company’s
common stock to fewer than 300. Upon filing the Form 15, in the
absence of action by the SEC, the Company will no longer be required to file
periodic reports with the SEC, including annual reports on Form 10-K and
quarterly reports on Form
10-Q, and
the Company will no longer be subject to the SEC’s proxy statement delivery
requirements or the requirements of the Sarbanes-Oxley Act of
2002.
The Company’s common stock is currently
quoted on the Pink Sheets, a centralized electronic quotation service for
over-the-counter securities. The Company gives no assurances that
trading in its stock will continue on the Pink Sheets or in any other
form.
About
Kid Castle Educational Corporation
The Company, based in Taipei, Taiwan,
provides English language instruction and educational services to children in
the People’s Republic of China and Taiwan. The Company offers
classroom-based courses and tutoring services through company-operated
locations, co-operating schools, and independent franchises, and provides
educational services via the Internet.
The Company also publishes,
distributes, and sells teaching materials, including books, magazines, audio and
video tapes, and compact discs to franchised schools, kindergartens, and
elementary schools. Additionally, the Company provides management and
consulting services to franchised kindergarten and language schools, and sells
educational tools and equipment. The Company primarily focuses on
children between the ages of two and twelve. As of March 2010, the
Company has taught, or provided educational materials for, approximately
1,460,000 students at approximately 7,550 locations.
Cautionary
Statement Regarding Forward-Looking Statements
Certain statements in this press
release constitute “forward-looking statements” within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
are subject to the safe harbors created thereby. The forward-looking
statements contained in this press release are based upon various assumptions,
and certain risks and uncertainties could cause actual results to differ
materially from those stated. For further details and a discussion of
these risks and uncertainties, see the Company’s filings under the Exchange Act,
including the Definitive Information Statement on Schedule 14C filed with the
SEC on February 24, 2010, and the Transaction Statement on Schedule 13E-3/A
filed with the SEC on the date hereof. The Company undertakes no
obligation to correct or update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Contact:
Emma
Tseng
Finance
Manager
Kid
Castle Educational Corporation
886-2-2218-8996
Ext. 210
emma@kidcastle.com