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CLX Medical, Inc. Files Definitive 14C Reporting Changes to Articles of Incorporation to Prepare Company for Execution of Acquisition Strategy Additional Products in the Medical Diagnostic Testing Market Are Targeted MURRIETA, CA--(MARKET WIRE)--Jul 28, 2008 -- CLX Medical, Inc. (OTC BB:CLXN.OB - News), which is
focused on the launch and distribution of unique medical
diagnostic testing
products, today filed a Schedule 14C Information Statement
with the
Securities and Exchange Commission reporting majority shareholder
approval
on proposals that effect the capital structure of the company.
The changes
were initiated by the company's Board of Directors in order
to properly
position CLX to execute an acquisition strategy over the
next several
months. The information statement reported to stockholders of CLX Medical that a special meeting of shareholders was held on July 25, 2008 at the company's corporate offices. At that meeting, principal shareholders, who collectively represented 64% of the common stock outstanding as of the meeting date, were either present or voted in absentia. The two proposals to amend the company's Articles of Incorporation considered at the special meeting were: 1) to consider and vote upon a proposal to increase the number of shares of capital stock that the company is authorized to issue to 5,000,000,000); and 2) to consider and vote upon a proposal to effect a reverse split of the company's common stock at a ratio of up to one-for-two thousand during the twelve month period following the date of the special meeting of shareholders. All of the principal shareholders represented at the meeting voted in favor of the proposals. Accordingly, no proxies will be solicited regarding the proposals. In the information statement filed today, it is reported that the CLX Board of Directors believes that the increase in the number of authorized shares is in the best interest of the company in that it will provide available shares which could be issued for various corporate purposes, including acquisitions, stock dividends, stock splits, stock options, convertible debt, and equity financings. The filing also expresses the Board's belief that a future reverse split may increase the trading price of the common stock generating greater investor interest, thereby enhancing the marketability of the common stock to the financial community. In addition, the resulting reduction in the number of issued and outstanding shares of common stock, together with the increase in the number of authorized shares of capital stock, will provide the company with additional authorized but unissued shares which could also be utilized for various corporate purposes, including acquisitions or mergers, stock dividends, stock splits, stock options, convertible debt, and equity financings. CLX recently announced that it has completed the major elements of its due diligence on an additional rapid diagnostic device for the medical market that has been targeted by the company for acquisition and that it expects to announce the name of the product within the next two weeks. The due diligence process that was initiated with the signing of a letter of intent for the acquisition included a detailed analysis of the product and extensive research into the current and potential future market for the product. The last phase of the process will include an in-depth analysis of competitive strengths and is part of an ongoing study of the product by a clinical laboratory affiliated with a major U.S. university. This last phase will culminate in a meeting with the contracted manufacturer of the device scheduled for the end of July. Subsequent to that meeting, CLX expects to proceed to a definitive agreement and release the name of the product to be acquired. The company will also consider additional potential acquisitions in the medical diagnostic testing market segment, and the amendments to the Articles of Incorporation are expected to provide the company with sufficient flexibility to execute its acquisition strategy. Robert McCoy, chairman of CLX Medical, stated, "The Board is confident that with flexibility provided by passage of the proposals contained in the 14C filing, CLX is poised to successfully execute an acquisition strategy designed to significantly enhance the future potential of the company. While we continue to devote the appropriate amount of time and resources to the development of Zonda's chlamydia test, CLX is concurrently pursuing the acquisition of additional medical diagnostic testing products that CEO Vera Leonard and the rest of the CLX management team believe have the best worldwide market potential. The proposals approved at the special meeting will provide the framework to allow this acquisition strategy to be implemented." The acquisition that is currently targeted under the letter of intent, as well as others that the company has identified for potential acquisition, present considerable synergies with the product line of Zonda, Incorporated, a majority owned subsidiary of CLX that has developed a rapid point of care test for chlamydia. CLX is currently preparing to initiate clinical trials for the Zonda chlamydia test as part of the effort to achieve FDA clearance for the product. A validation study is underway to perfect the testing protocol in preparation for the clinical trials. To sign up to receive information by email directly from CLX Medical, Inc. when new press releases, investor newsletters, SEC filings, or other information is disclosed, please visit http://www.clxinvestments.com/email.php. About CLX Medical, Inc. CLX Medical, Inc. (www.clxinvestments.com) holds a 51% equity interest in Zonda, Inc., which has developed rapid point of care tests for medical and non-medical markets, and CLX recently announced a letter of intent to acquire another rapid diagnostic device for the medical market. CLX has also invested, and holds a common stock position, in ActionView International, Inc. (www.actionviewinternational.com), a publicly traded global manufacturer and marketer of "smart" scrolling advertising billboards. All statements included in this release, including statements regarding potential future plans and objectives of CLX Medical, Inc. are forward-looking statements. Such statements are necessarily subject to risks and uncertainties, some of which are significant in scope and nature beyond CLX Medical's control. There can be no assurance that such statements will prove accurate. Actual results and future events could differ materially from those anticipated in such statements depending on many factors. Historical results are not necessarily indicative of future performance. Contact: Contact:
Gemini Financial Communications, Inc.
A. Beyer
951-677-8073
Email Contact
Source: CLX Medical, Inc.
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