PlanGraphics To Be Merged Into Integrated Freight Systems
June 5, 2009 (FinancialWire) — PlanGraphics, Inc. (OTCBB: PGRA) said it will be merged into its majority shareholder, privately held Integrated Freight Systems, Inc. of Sarasota, Florida, a transportation holding company.
As a result, Integrated Freight will be the surviving entity, PlanGraphics will cease to exist and Integrated Freight will succeed to PlanGraphics’ SEC registration.
The proposed merger follows Integrated Freight’s recent acquisition of 401,559,467 shares of PlanGraphics’ common stock in payment of its series A redeemable preferred stock through which Integrated Freight became the owner of 80.2 percent of PlanGraphics’ outstanding common stock.
Under the terms of the proposed merger, PlanGraphics will approve a reverse split of PlanGraphics issued and outstanding common stock of one to 244.8598, which will result in 404,961 shares issued and outstanding held by persons other than Integrated Freight.
The deal will also include the sale of PlanGraphics operating subsidiary to John C. Antenucci, PlanGraphics’ current sole director and chief executive officer. It will also include the merger of PlanGraphics into Integrated Freight, which will result in the conversion of the 404,961 shares of PlanGraphics’ common stock held by persons other than Integrated Freight into the same number of shares of Integrated Freight’s common stock and the issue of warrants to purchase an equivalent number of Integrated Freight’s common stock for two years.
Florida-based Integrated Freight is a short to medium-haul truckload carrier of general commodities with service centers located throughout the United States. Following the merger, Integrated Freight will be listed on the OTC Bulletin Board and change the present trading symbol of PGRA to a new one to be assigned by FINRA.
Frankfort, Kentucky-based PlanGraphics is a holding company engaged in the design and implementation of information technology in the public and commercial sectors. The company has regional offices in Maryland and Colorado.
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