DENVER, April 9, 2003 (PRIMEZONE) -- Paramco Financial Group, Inc. (OTCBB:PFDE), a Delaware corporation today announced that Paramco Financial Group, Inc., a Nevada corporation (the "Corporation") changed its corporate domicile from Nevada to Delaware by merging into Paramco Financial Group, Inc., a newly formed Delaware corporation ("Paramco Delaware") with Paramco Delaware surviving the merger. The reincorporation was effected on April 8, 2003 at 4:00 PM EDT and resulted in:
(i) the Corporation being governed by the laws of the State of Delaware; (ii) the right to receive one share of common stock of Paramco Delaware for each ten shares of common stock of the Corporation owned as of the record date of the reincorporation; (iii) the persons serving presently as officers and directors of the Corporation to serve in their respective capacities after the reincorporation; (iv) the outstanding shares of Series D Convertible Preferred Stock of the Corporation being converted into 23,385,230 shares of Paramco Delaware's common stock that will represent approximately 98.7% of the total number of outstanding shares of Paramco Delaware after the reincorporation; (v) Paramco Delaware's Certificate of Incorporation authorizing the issuance of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock; (vi) authority to adopt the 2003 Directors, Officers and Consultants Stock Option, Stock Warrant and Stock Award Plan; and (vii) the board of directors to be divided into three classes which shall be as nearly equal in number as possible. A classified board of directors could make it more difficult for shareholders, including those holding a majority of Paramco Delaware's outstanding stock, to force an immediate change in the composition of a majority of the board of directors.
Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking statements. The realization of any or all of these expectations is subject to a number of risks and uncertainties and it is possible that the assumptions made by management may not materialize.
For more information about the Corporation, please visit www.paramco.net.