SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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PartsBase, Inc.
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PartsBase Accepts Hammond Group's Offer to Purchase Company
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Boca Raton, FL, August 26, 2002-- PartsBase, Inc. (Nasdaq: PRTS), today
announced that it has entered into a definitive merger agreement with Hammond I,
Inc., a corporation wholly owned and controlled by Robert A. Hammond Jr., the
Chief Executive Officer, President, Chairman of the Board and majority
stockholder of PartsBase, Hammond Acquisition Corp., a wholly owned subsidiary
of Hammond I, Inc. and Robert A. Hammond Jr. (the "Agreement"). Under the terms
of the Agreement, Hammond Acquisition Corp. will merge with PartsBase and
PartsBase shall be the surviving corporation. The stockholders of PartsBase
(other than Mr. Hammond, those stockholders owned or controlled by Mr. Hammond
and stockholders of PartsBase who exercise their dissenters' rights under
Delaware law) will receive a cash payment of $1.41 per share of common stock.
The proposed transaction would result in the acquisition of all of the
outstanding shares of common stock of PartsBase (other than the shares owned or
controlled by Mr. Hammond). The closing of the proposed transaction is subject
to, among other things, (i) approval of the proposed transaction by the
affirmative vote of the majority of the outstanding shares of PartsBase and a
majority of the outstanding shares of Common Stock not beneficially owned or
controlled by Mr. Hammond not voting against the proposed transaction; (ii)the
financial advisor to PartsBase not revoking, modifying or changing its fairness
opinion delivered to PartsBase on August 26, 2002; (iii) receipt of any
regulatory approvals and third party consents; and (iv) the settlement of
pending class action litigation seeking to restrain the consummation of the
proposed transaction.
The proposed transaction may only be completed in accordance with applicable
state and federal laws including the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended.
This press release shall not constitute an offer or a solicitation of an offer
to buy or sell any securities of PartsBase or a solicitation regarding the
proposed transaction.
About PartsBase, Inc.
PartsBase, Inc. core business is as an online provider of Internet
business-to-business e-commerce services for the aviation industry.
RNpartners, Inc., a newly formed, wholly owned subsidiary, is a provider of
critical care registered nurses for temporary assignment to hospitals in
Miami/Dade, Hillsborough, Orange, Palm Beach and Broward counties of the State
of Florida.
This announcement contains forward-looking statements that involve risks and
uncertainties, including those relating to competition from other service
providers, the company's ability to grow its subscriber and hospital base, to
offer new functionality so that it will be accepted by the aviation marketplace
and to attract a sufficient number of registered nurses in a limited talent
pool. Actual results may differ materially from the results predicted and
reported results should not be considered as an indication of future
performance. The potential risks and uncertainties include, among others, the
increasingly competitive and constantly changing nature of the
business-to-business e-commerce market. More information about potential factors
that could affect the company's business and financial results is included in
the Company's Registration Statement on Form S-1 (SEC File No. 333-94337), as
amended, and the Company's reports filed pursuant to the Securities Exchange Act
of 1934, including, without limitation, under the captions, "Management's
Discussion and Analysis of Financial Condition and Results of Operations", "Risk
Factors", and "Competition", which are on file with the SEC
(http://www.sec.gov).
SOURCE PartsBase, Inc.
It is expected that PartsBase will file, among other things, a Proxy Statement
with the SEC in connection with the proposed transaction and will mail the Proxy
Statement to stockholders of PartsBase. Stockholders are urged to read the Proxy
Statement carefully when it is available. The Proxy Statement will contain
important information about PartsBase, the proposed transaction and related
matters. Stockholders will be able to obtain free copies of these documents
through the website maintained by the SEC at http://www.sec.gov. Free copies of
the Proxy Statement, when available, may be also obtained from PartsBase by
contacting the person identified below.
In addition to the Proxy Statement, PartsBase files annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements, and other information filed by PartsBase
at the SEC public reference room at 450 Fifth Street, N.W. Washington, D.C.
20549. PartsBase's filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by the SEC
at http://www.sec.gov.
Contact: For more information on PartsBase:
Mark Weicher, Chief Financial Officer (mweicher@partsbase.com)
Phone: 561.953.0702 Fax: 561.953.0786