PanAgra International Corp.

Apr 03, 2001, 01:00 ET from PanAgra International Corp.

    NEW YORK, April 3 /PRNewswire/ -- PanAgra International Corp. today
 announced that Ronald C. H. Lui of Greenwich, Connecticut acquired (the
 "Acquisition") 2,195,878 shares (or 60.99%) of PanAgra's Common Stock from
 Elie Saltoun, the President of PanAgra and entities affiliated with Mr.
 Saltoun, for an aggregate cash purchase price equal to $180,000. In connection
 with the Acquisition, the number of members constituting the entire board of
 directors of PanAgra was increased to three, Dalia Kaplan resigned from the
 Board of Directors of PanAgra and from all offices that she holds with PanAgra
 and Mr. Saltoun resigned as President of PanAgra and from all other offices of
 PanAgra that he holds.  Mr. Lui was appointed to the Board of Directors of
 PanAgra to fill one of the vacancies resulting from the increase in the size
 of the board and Ms. Kaplan's resignation, Mr. Lui was also elected President
 of PanAgra. An additional director will be appointed by the board in
 accordance with the bylaws of PanAgra at a later date.
     Also in connection with the Acquisition, First Pacific Capital Ltd, an
 entity controlled by Mr. Saltoun ("First Pacific"), entered into an eighteen
 month consulting agreement with PanAgra pursuant to which it has agreed to
 cause Mr. Saltoun to perform consulting services for PanAgra. In consideration
 for such consulting services, PanAgra granted First Pacific a three year
 warrant to purchase 500,000 shares of PanAgra's common stock at an exercise
 price of $0.20 per share. The warrant vests in equal monthly increments over
 one year so long as First Pacific does not terminate the consulting
 relationship. If PanAgra terminates the consulting relationship, then the
 warrant would become automatically fully vested on an accelerated basis. The
 warrant also has a cashless exercise feature.
 
     Statements included in this press release, which are not historical in
 nature, are forward-looking statements made pursuant to the safe-harbor
 provisions of the Private Securities Litigation Reform Act of 1995.
 Forward-looking statements regarding the company's future business prospects,
 plans, objectives, expectations and intentions are subject to certain risks,
 uncertainties and other factors that could cause actual results to differ
 materially from those projected or suggested in the forward-looking
 statements, including the inability of the company to raise additional
 capital. This press release shall not constitute an offer to sell or the
 solicitation of an offer to buy the securities of the company nor shall there
 by any sale of these securities in any state in which such offer, solicitation
 or sale would be unlawful prior to registration or qualifications under the
 securities laws of any such state.
 
 

SOURCE PanAgra International Corp.
    NEW YORK, April 3 /PRNewswire/ -- PanAgra International Corp. today
 announced that Ronald C. H. Lui of Greenwich, Connecticut acquired (the
 "Acquisition") 2,195,878 shares (or 60.99%) of PanAgra's Common Stock from
 Elie Saltoun, the President of PanAgra and entities affiliated with Mr.
 Saltoun, for an aggregate cash purchase price equal to $180,000. In connection
 with the Acquisition, the number of members constituting the entire board of
 directors of PanAgra was increased to three, Dalia Kaplan resigned from the
 Board of Directors of PanAgra and from all offices that she holds with PanAgra
 and Mr. Saltoun resigned as President of PanAgra and from all other offices of
 PanAgra that he holds.  Mr. Lui was appointed to the Board of Directors of
 PanAgra to fill one of the vacancies resulting from the increase in the size
 of the board and Ms. Kaplan's resignation, Mr. Lui was also elected President
 of PanAgra. An additional director will be appointed by the board in
 accordance with the bylaws of PanAgra at a later date.
     Also in connection with the Acquisition, First Pacific Capital Ltd, an
 entity controlled by Mr. Saltoun ("First Pacific"), entered into an eighteen
 month consulting agreement with PanAgra pursuant to which it has agreed to
 cause Mr. Saltoun to perform consulting services for PanAgra. In consideration
 for such consulting services, PanAgra granted First Pacific a three year
 warrant to purchase 500,000 shares of PanAgra's common stock at an exercise
 price of $0.20 per share. The warrant vests in equal monthly increments over
 one year so long as First Pacific does not terminate the consulting
 relationship. If PanAgra terminates the consulting relationship, then the
 warrant would become automatically fully vested on an accelerated basis. The
 warrant also has a cashless exercise feature.
 
     Statements included in this press release, which are not historical in
 nature, are forward-looking statements made pursuant to the safe-harbor
 provisions of the Private Securities Litigation Reform Act of 1995.
 Forward-looking statements regarding the company's future business prospects,
 plans, objectives, expectations and intentions are subject to certain risks,
 uncertainties and other factors that could cause actual results to differ
 materially from those projected or suggested in the forward-looking
 statements, including the inability of the company to raise additional
 capital. This press release shall not constitute an offer to sell or the
 solicitation of an offer to buy the securities of the company nor shall there
 by any sale of these securities in any state in which such offer, solicitation
 or sale would be unlawful prior to registration or qualifications under the
 securities laws of any such state.
 
 SOURCE  PanAgra International Corp.