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Atlantic Systems Group Inc. — M&A Activity 1998
Oct 20, 1998
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Download source fileForm 27
Securities Act (Ontario)
MATERIAL CHANGE REPORT UNDER SECTION 72(5) OF THE ACT
1. Reporting Issuer
Atlantic Systems Group Inc.
2. Date of Material Change
October 13, 1998
3. Press Release
A press release was issued in Toronto, Ontario through the business wire, a copy of which is attached hereto as Schedule "A".
4. Summary of Material Change
Atlantic Systems Group Inc. (“ASG”) announced that it has entered into a letter of intent with Amdur and Associates Inc. (“Amdur”) to acquire all of the issued and outstanding shares of Amdur.
5. Full Description of Material Change
On October 13, 1998, ASG announced that it has entered into a letter of intent with Amdur and Associates Inc. (“Amdur”) to acquire all of the issued and outstanding shares of Amdur. Amdur is a software engineering company that specializes in security software development. The agreement between the two companies provides for the issuance from treasury of 3.5 million common shares of ASG for all of the issued and outstanding shares of Amudur.
6. Reliance on Section 75(3) of the Act
Not applicable.
7. Omitted Information
Not applicable.
8. Senior Officer
For more information, please contact Jon Downey at ASG, at (506) 460-5400 ext. 207.
9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Fredricton, New Brunswick, this 20th day of October, 1998.
“Pieter Natte”
Pieter Natte
President
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
Jon Downey Deborah Brooks
ASG Technologies Pydea Inc.
(506) 460-5400 ext. 207 (416) 239-1014
[email protected] [email protected]
For Immediate Release
ASG Technologies Acquires Amdur and Associates to Expand Single Sign-On Product Development
New Skills and Expertise will Expand ASG’s Single Sign-On Products to the Mainstream Market
Fredericton, New Brunswick—October 13, 1998. Atlantic Systems Group Inc. (CDN:ASGT), better known in the telecommunications industry as ASG Technologies (ASG), announced that it has entered into a letter of intent with Amdur and Associates Inc. (Amdur), a software engineering company that specializes in security software development, to acquire all of the issued and outstanding shares of Amdur. The acquisition will give ASG the additional technical expertise it requires to expand its single sign-on product line to mainstream markets.
Amdur’s expertise includes digital certificates, GUI design, encryption, authentication, authorization, access control and user management. The engineers at Amdur and Associates were key players in security software companies such as Border Network Technologies and Secure Computing Corporation, and collectively have over 45 years of experience.
The agreement between the two companies, which is subject to regulatory approval, provides for the issuance from treasury of 3.5 million common shares of ASG for all of the issued and outstanding shares of Amdur. As of Friday’s market close, the transaction is valued at approximately $525,000. ASG currently has 14 million common shares issued and outstanding. The completion of the transaction will not result in a change of control of ASG. The transaction is expected to close this week.
“The acquisition of Amdur gives ASG additional expertise for development of the PasswerksÔ Suite of products. Amdur’s in-depth knowledge of security technologies and software architecture will benefit all our network security products,” said Bert McCallum, vice president of operations for Atlantic Systems Group. “The specialized skills that Amdur brings to the table are unsurpassed by any other security software development company in Canada.”
Gene Amdur, president of Amdur and Associates will take on the role of vice president of research and development for ASG. In this role, Amdur will be responsible for technical direction and product development of the Passwerks Suite. “Amdur and Associates is comprised of highly skilled engineers that have extensive experience in network and security software development. With the addition of our skills, we will be able to take ASG’s existing product suite to a new level. Our goal is to make ASG’s single sign-on products the premiere security products in the industry.”
About the Passwerks Suite
The Passwerks Suite of products includes: Passwerks Privilege Server, Passwerks Client, Passwerks Services Manager and the Telecommunications Module. The Passwerks Privilege Server, ASG’s flagship product, offers single sign-on and access control capabilities that allow administrators to determine which users may access the network and what network elements and services they may utilize. Administrators define each resource within the distributed network, and the layer of access to which each user/user group has authorization. The Passwerks Privilege Server establishes a trusted relationship with each network resource. Administrators may define users, user groups, domains and sub-domains that dictate individual user authorization levels as they apply to each element. Profiles can be easily modified at any time.
About ASG Technologies
With its head office in Fredericton, New Brunswick and a sales and marketing office in Toronto, Ontario, Atlantic Systems Group (CDN OTC: ASGT), better known in the telecommunications industry as ASG Technologies (ASG), specializes in the development of enterprise-wide network security products. These products include secure access, network and perimeter security, remote management, auditing and logging. The ASG Professional Services group has developed and implemented custom solutions in both the telecommunications and manufacturing industries. For more information on ASG, call 1-888-Passwerks, or visit the company’s web site at www.ASGtechnologies.com.