CHANGSU, China, Feb. 6 /Xinhua-PRNewswire/ -- Bronze Marketing,
Inc. ("Bronze Marketing") (OTC Bulletin Board: BNZE.OB) announced the filing
of a preliminary information statement on Schedule 14C with the U.S.
Securities and Exchange Commission. The Schedule 14C, which was filed with
the SEC on February 2, 2007, relates to the approval by Bronze Marketing's
Board of Directors and shareholders of Bronze Marketing's Amended and Restated
Articles of Incorporation which:
- increase Bronze Marketing's authorized capital stock;
- effectuate a 1-for-10 reverse stock split of Bronze Marketing's capital
stock; and
- change the name of the company to Sutor Technology Group Ltd.
As described in a February 2, 2007 press release, Bronze Marketing
completed a stock exchange transaction whereby Sutor Steel's shareholders were
issued 323,380.52 shares of Bronze Marketing's Series B Voting Convertible
Preferred Stock in exchange for 100% of the issued and outstanding shares of
Sutor Steel. On an as-converted to common stock basis, the shares of Series B
Voting Convertible Preferred Stock received by the shareholders of Sutor Steel
represent 85.2% of the total issued and outstanding capital stock of Bronze
Marketing. The February 2, 2007 press release also announced the closing of a
private placement financing transaction in which Bronze Marketing issued
39,473.68 shares of its Series B Voting Convertible Preferred Stock in
exchange for $12.0 million in gross offering proceeds, before payment of
commissions and fees. The shares of Series B Voting Convertible Preferred
Stock issued to investors in the private placement financing transaction
represent approximately 10.4% of the total issued and capital stock of Bronze
Marketing, on an as-converted to common stock basis. Upon completion of both
the stock exchange transaction and private placement financing transaction,
the holders of the Series B Voting Convertible Preferred Stock controlled
approximately 95.6% of the total issued and capital stock of Bronze Marketing,
on an as-converted to common stock basis.
The action to increase Bronze Marketing's authorized common stock, as
described in Bronze Marketing's preliminary Schedule 14C, is designed
primarily to accommodate the conversion of Bronze Marketing's Series A Voting
Convertible Preferred Stock and Series B Voting Convertible Preferred Stock
into common stock. After the amendment and restatement of Bronze Marketing's
Articles of Incorporation, the authorized common stock of Bronze Marketing
will be increased from 100,000,000 to 500,000,000 shares. Shares of Series A
Voting Convertible Preferred Stock convert into shares of common stock on a
98-to-1 basis and shares of Series B Voting Convertible Preferred Stock
convert into shares of common stock on a 1000-to-1 basis and, thereafter, are
subject to the 1-to-10 reverse split, described in the next paragraph.
The preliminary Schedule 14C information statement also described the 1-
for-10 Reverse Split of Bronze Marketing's capital stock, which has been
approved by Bronze Marketing's Board of Directors and shareholders and will be
effectuated by operation of the Amended and Restated Articles of
Incorporation. The 1-for-10 Reverse Split will reduce the number of issued
and outstanding shares of Bronze Marketing's capital stock and number of
shares of its common stock issuable upon conversion of the shares of Bronze
Marketing's preferred stock, and effectively increases the number of
authorized and unissued capital stock available for future issuance. The 1-
for-10 Reverse Split will become effective when the Amended and Restated
Articles of Incorporation are filed with the Secretary of State of the State
of Nevada following the expiration of the 20-day period mandated by Rule 14c
of the Securities Exchange Act of 1934.
When the reverse split becomes effective, each share of common stock will
automatically become one-tenth of a share of common stock. The table below
illustrates the capital structure of Bronze Marketing as of the filing date of
the Schedule 14C and upon effectiveness of the amendment to and restatement of
Bronze Marketing's Articles of Incorporation, after giving effect to the
conversion of the Preferred Stock into common stock and the reverse stock
split:
Before Conversion of After Conversion of
Preferred Stock and Preferred Stock and
Reverse Stock Split Reverse Stock Split
% %
Title of Issued Total Number of Total
and Outstanding Number of Capital Shares of Capital
Shares Shares Stock Common Stock Stock
Common Stock 1,500,000 0.4% 150,000 0.4%
Series A Preferred
Stock 155,122 4.0% 1,520,195 4.0%
Series B Preferred
Stock 362,854.2 95.6% 36,285,420 95.6%
Total 100% 37,955,615 100%
The approval by Bronze Marketing's Board of Directors and shareholders of
the Amended and Restated Articles of Incorporation also operates to change the
name of the company from "Bronze Marketing, Inc." to "Sutor Technology Group
Limited." The name change to "Sutor Technology Group Limited" will more
accurately reflect the anticipated future business operations.
Additional information regarding the increase in Bronze Marketing's
authorized capital stock, its 1-for-10 reverse stock split and the name change
as well as a copy of Bronze Marketing's Amended and Restated Articles of
Incorporation can be found in Bronze Marketing's Preliminary Information
Statement on Schedule 14C and its Current Report on Form 8-K, each of which
were dated and filed with the U.S. Securities Exchange Commission on February
2, 2007 via the SEC's EDGAR database located at www.sec.gov.
Bronze Marketing's shares are listed on the Over-the-Counter (OTC)
Bulletin Board under the symbol, BNZE.OB
Sutor Steel manufactures and sells steel finishing fabrication products
through its wholly owned subsidiaries Changshu Huaye Steel Strip Co., Ltd. and
Jiangsu Coldrolled Technology Co., Ltd. Its products are typically used in
the construction industry, widely applied in manufacturing of electrical
household appliance parts and outer casings, electronics, infrastructure and
large industrial equipment.
FORWARD LOOKING STATEMENTS
This release contains certain "forward-looking statements" relating to the
business of Bronze Marketing and its subsidiary companies, which can be
identified by the use of forward-looking terminology such as "believes,
expects" or similar expressions. Such forward looking statements involve
known and unknown risks and uncertainties, including all business
uncertainties relating to product development, marketing, concentration in a
single customer, raw material costs, market acceptance, future capital
requirements, competition in general and other factors that may cause actual
results to be materially different from those described herein as anticipated,
believed, estimated or expected. Certain of these risks and uncertainties are
or will be described in greater detail in our filings with the Securities and
Exchange Commission. Bronze Marketing is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.