Spectrum Sciences & Software meldet Übernahme - 500 Beiträge pro Seite

[wayne99]

Spectrum Sciences & Software Enters into a Letter of Intent to Purchase M & M Engineering Limited



FORT WALTON BEACH, Fla.--(BUSINESS WIRE)--Jan. 5, 2005--

All Cash Transaction Would Nearly Triple Revenues With No Dilution
For Shareholders

Spectrum Sciences and Software Holdings Corp. (OTCBB:SPSC), highly focused on homeland security through the provision of full-service, quality solutions to complex and diverse government initiatives, announces that it has entered into a Letter of Intent to acquire M & M Engineering Limited ("M & M"), a wholly owned subsidiary of EnerNorth Industries Inc. (AMEX:ENY) (Frankfurt Stock Exchange:EPWI), for Cdn $7,462,000 (US $6,162,866 using .8259 as the exchange rate for 1/04/05) in cash. The Letter of Intent is subject to certain conditions including:

-- Satisfactory completion of due diligence by Spectrum Sciences;

-- Completion of a mutually agreeable definitive Purchase and
Sale agreement;

-- Receipt of satisfactory legal opinions from EnerNorth and
Spectrum Sciences;

-- Approval of the respective Boards of Directors;

-- Approval of the shareholders of EnerNorth and any applicable
regulatory authorities;

-- M & M having working capital of not less than Cdn $3,800,000
(US $3,138,420) at closing.

The transaction would be a purchase by Spectrum Sciences of 100% of the common shares and 100% of the preferred shares of M & M held by EnerNorth (the "Purchased Shares"), and it is currently scheduled to close on or about January 26, 2005 (the "Closing Date"). The purchase price for the Purchased Shares is agreed as Cdn $7,462,000 (US $6,162,866) in cash to be paid on the Closing Date, subject to working capital adjustments. In addition, on closing, EnerNorth would retract Cdn $1,000,000 (US $825,900) of preferred shares of M & M, and Spectrum Sciences would subscribe for Cdn $1,000,000 (US $825,900) of preferred shares of M & M.

Bill Ham, President and CEO of Spectrum stated, "M & M Engineering had revenues in excess of Cdn $33.4 million (US $27.5 million) in 2004. They have forged strong relationships with many Fortune 100 companies in several growing industries, and can use the strength of Spectrum`s balance sheet to obtain larger jobs. Recently M & M formed, North Eastern Contractors Limited, a joint venture company that built the Main and Local Electrical Room - Module for the Husky Oil / White Rose Floating Production, Storage and Off-Loading Platform in the Atlantic. This massive project billed out at over Cdn $25.0 million in a 2-year period. Our proposed acquisition represents another strategic move by Spectrum Sciences to increase shareholder value."

M & M Engineering is a full-service provider of Mechanical Contracting and Steel Fabrication to the Industrial and Offshore Energy Sector. M & M`s business includes fabrication and installation of process piping, installation of production equipment, steel tank erection, and industrial maintenance. M & M also operates through its wholly owned subsidiary M & M Offshore Limited which provides specialized welding services, fabrication and servicing facilities to the offshore sector. M & M operates from a company-owned fifteen-acre property with a 47,500 square foot fabrication facility, strategically located in Newfoundland`s capital city of St Johns, to serve both the thriving Mining and Oil industries in the area. For example, Inco`s Voisey`s bay Nickel, one of the largest nickel deposits is now building the required infrastructure to mine and refine the nickel. The infrastructure cost is estimated at approx. Cdn $2.0 billion divided between the mine site infrastructure at Vosiey`s Bay, Newfoundland and the HydroMet `refining` infrastructure, located at Argentia, Newfoundland, approximately 60 miles from M&M`s headquarters and principal facility.

About Spectrum Sciences & Software Holdings Corp.

Spectrum Sciences & Software Holdings Corp. is highly focused on Homeland Security through the provision of full service, quality solutions to complex and diverse government initiatives. Spectrum is dedicated to providing innovative, dependable and cost-effective products and services to a broad range of government customers and is headquartered in Fort Walton Beach, Florida. Founded in 1982, the company currently has over 50 employees. Primary markets include engineering services, operation, maintenance, information technology and manufacturing. Spectrum provides and maintains Software Model Development and Safety Footprint Development to the United States Air Force, the United States Army, the United States Navy and many of our allied nations. The Information Technology Division provides a full range of IT services including web site development and hosting, software development and GIS services. The company`s manufacturing division is ISO 9001/2000-qualified and provides a broad array of services for both commercial and Department of Defense customers. The company has, or has had, contracts with the United States Air Force, including the Air Combat Command (ACC), the Air Force Reserve Command (AFRC); the Air Force Special Operations Command (AFSOC); the Air National Guard (ANG); the Department of Navy, including United States Navy (USN); United States Marine Corps (USMC); the Royal Australian Air Force (RAAF); the Royal Air Force (RAF) and the German Air Force (GAF). To find out more about Spectrum, visit our website at http://www.specsci.com.

Cautionary Statement

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, risks set forth in documents filed by the company from time to time with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of, the Company, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.


CONTACT: Spectrum Sciences and Software, Inc., Fort Walton BeachSteve Cook, 800-368-5278
[e-mail]

SOURCE: Spectrum Sciences and Software Holdings Corp.

[wayne99]

Form 8-K for SPECTRUM SCIENCES & SOFTWARE HOLDINGS INC


--------------------------------------------------------------------------------

5-Jan-2005

Regulation FD Disclosure, Financial Statements and Exhi



Item 7.01 Regulation FD Disclosure
On January 5, 2005, Spectrum Sciences & Software Holdings Corp. (the "Company") announced in a press release that the Company executed a Letter of Intent, dated December 28, 2004, to acquire M & M Engineering Limited, a wholly-owned subsidiary of EnerNorth Industries Inc. A copy of the Company`s press release is attached hereto as an exhibit and is incorporated herein by reference.

This Current Report and the attached exhibit is furnished to, but not filed with, the Securities and Exchange Commission.





Item 9.01 Financial Statements and Exhibits
(c) Exhibits The following exhibits are furnished as part of this current report:
Exhibit No Description
99.1 Press release of the Company, dated January 5, 2005.