EX-99
16
ex99-1.txt
EX-99.1
EXHIBIT 99.1
FOR: CENTURY PACIFIC FINANCIAL CORPORATION
CONTACT: Daniel Guez
Chief Executive Officer
(213) 745-2123
FOR IMMEDIATE RELEASE
CENTURY PACIFIC FINANCIAL CORPORATION ANNOUNCES COMPLETION OF
EXCHANGE TRANSACTION WITH BELLA ROSE, LLC AND
VERSATILE ENTERTAINMENT, INC., AND CLOSING OF $7,800,000 CAPITAL RAISE
PROVIDES GUIDANCE FOR FISCAL YEARS 2005 AND 2006
LOS ANGELES, CA - NOVEMBER 25, 2005 - CENTURY PACIFIC FINANCIAL
CORPORATION (OTC BB:CYPC) ("Century") today announced it has completed its
exchange transaction with Bella Rose, LLC ("Bella Rose") and Versatile
Entertainment, Inc. ("Versatile"). Bella Rose was formed in May of 2005, to
design, develop, market, distribute and sell high end fashion jeans, casual
wear, and other apparel under the brand name "William Rast." The William Rast
clothing line is a joint venture between Bella Rose and a company controlled by
Justin Timberlake. Versatile was formed in April 2001, to design, develop,
market, distribute and sell high end fashion jeans, knits, apparel and
accessories and began selling apparel under the brand name "People's Liberation"
in July 2004. Effective as of the closing of the exchange transaction, Bella
Rose and Versatile became wholly-owned subsidiaries of Century. As a result of
the closing, the historical business operations of Bella Rose and Versatile will
comprise Century's principal business operations going forward.
At the closing, pursuant to the terms of an Exchange Agreement dated
October 28, 2005, by and among Century, Bella Rose, Bella Rose's members,
Versatile, the shareholders of Versatile, and Keating Reverse Merger Fund, LLC
("KRM Fund"), Century acquired all of the outstanding membership interests of
Bella Rose (the "Interests") from Bella Rose's members, and Bella Rose's members
contributed all of their Interests to Century. In exchange, Century issued to
Bella Rose's members 492,021.29 shares of Series A Convertible Preferred Stock,
par value $0.001 per share, of Century, which will be convertible into
49,202,129 shares of Century's common stock.
Page 2
Also at the closing, pursuant to the terms of the Exchange Agreement,
Century acquired all of the outstanding shares of capital stock of Versatile
("Versatile Shares") from the shareholders, and the shareholders contributed all
of their Versatile Shares to Century. In exchange, Century issued to the
shareholders 1,968,085.05 shares of Series A Convertible Preferred Stock, which
will be convertible into 196,808,505 shares of Century's common stock.
Immediately following the closing, Century received approximately $7.8
million in a private placement transaction (the "Capital Raise") with
institutional investors and other high net worth individuals ("Investors").
Sanders Morris Harris Inc. acted as placement agent for this transaction.
Pursuant to Subscription Agreements entered into with these Investors, Century
sold 578,125 shares of Series A Convertible Preferred Stock at a price per share
of $13.5135. After commissions and expenses, Century received net proceeds of
approximately $7.2 million in the Capital Raise.
After the closing of the Exchange Agreement, and after giving effect to
the Capital Raise, the members of Bella Rose, the Versatile stockholders, and
the Investors in the aggregate own 2,793,106.34 shares of our Series A
Convertible Preferred Stock, which represents in the aggregate 95.3% of our
issued and outstanding shares of common stock after giving effect to the
conversion of the Series A Convertible Preferred Stock into common stock.
Further, the stockholders of Century prior to the closing of the Exchange
Agreement and the Capital Raise own 4.7% of the outstanding common stock (or,
13,775,021 shares of our common stock) immediately after completion of these
transactions after giving effect to the conversion of the Series A Convertible
Preferred Stock into common stock.
Bella Rose and Versatile market, distribute and sell "People's
Liberation" and "William Rast" brand products in the United States, and
internationally. They market and distribute their products by participating in
industry trade shows, as well as through their show rooms in Los Angeles and New
York. The products of Versatile and Bella Rose are sold in the United States to
department stores and boutiques such as Nordstrom, Bloomingdales, Neiman Marcus,
Kitson, Atrium, Fred Segal, Intermix, as well as other boutiques throughout the
country.
The principal products of Versatile and Bella Rose are high end fashion
jeans and knits that the companies design,, market, distribute and sell under
the "People's Liberation" and "William Rast" labels. Bella Rose and Versatile
currently sell men's and women's styles. William Rast and People's Liberation
brand jeans and knits are made from high quality fabrics milled worldwide and
are processed with cutting edge treatments and finishes. Their concepts,
designs, embellishments, and great attention to detail and quality, make them
competitive in the high end fashion jean market.
Page 3
"We are very excited about the transactions for Bella Rose and
Versatile", stated Daniel Guez, Bella Rose's former majority in interest member,
Versatile's President, and Century's newly appointed Chief Executive Officer and
President. "We look forward to growing our brands both domestically and
internationally." Mr Guez concluded, "Both companies are young and growing
rapidly and we are focused on further building our infrastructure and executing
our strategic plans".
After the closing of the Exchange Agreement, and after giving effect
to the Capital Raise, Century's Board of Directors approved a 1 for 9.25 reverse
stock split of its outstanding common stock, a change of the Corporate name to
"People's Liberation, Inc.", and a stock incentive plan (collectively, the
"Actions"). The Actions were also approved by holders of a majority of Century's
common stock, holders of a majority of Century's Preferred Stock, and holders of
a majority of Century's common stock and Preferred Stock voting together as a
single class. The Actions will not become effective until at least 20 days
following the mailing of an Information Statement to the stockholders of
Century.
REVENUE GUIDANCE FOR FISCAL YEARS 2005 AND 2006
With the acquisition of Bella Rose and Versatile and the Capital Raise
completed, Century is providing revenue guidance for fiscal years 2005 and 2006.
The Company estimates that revenues for fiscal 2005 will be approximately $5.8
million, and that revenues for fiscal 2006 will be approximately $26 million.
ABOUT CENTURY PACIFIC FINANCIAL CORPORATION, BELLA ROSE, LLC AND VERSATILE
ENTERTAINMENT, INC.
Prior to the closing of the Exchange Agreement, Century was a public
"shell" company with nominal assets whose sole business was to identify,
evaluate and investigate various companies to acquire or with which to merge.
Effective as of the closing, Century, through its wholly-owned
subsidiaries Bella Rose, LLC, and Versatile Entertainment, Inc. designs,
develops, markets, distributes and sells high end fashion jeans, apparel and
accessories under the "People's Liberation" and "William Rast" brands, both in
the United States and internationally.
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, the statements in this
release are forward-looking and made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are inherently unreliable and actual results may differ materially. Examples of
forward looking statements in this news release include statements regarding the
future effectiveness
Page 4
of the Actions, Bella Rose's and Versatile's anticipated rapid growth, and the
Company's revenue guidance. Factors which could cause actual results to differ
materially from these forward-looking statements include such factors as SEC
review of the Information Statement that will be sent to the stockholders of
Century, fluctuations in demand for Bella Rose's and Versatile's products, the
introduction of new products, the ability of Bella Rose and Versatile to
maintain customer and strategic business relationships, the impact of
competitive products and pricing, growth in targeted markets, the adequacy of
Bella Rose's and Versatile's liquidity and financial strength to support their
growth, and other information that may be detailed from time to time in
Century's filings with the United States Securities and Exchange Commission.
Century undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

EX - 99 16 ex99 - 1 . txt EX - 99 . 1 EXHIBIT 99 . 1 FOR : CENTURY PACIFIC FINANCIAL CORPORATION CONTACT : Daniel Guez Chief Executive Officer ( 213 ) 745 - 2123 FOR IMMEDIATE RELEASE CENTURY PACIFIC FINANCIAL CORPORATION ANNOUNCES COMPLETION OF EXCHANGE TRANSACTION WITH BELLA ROSE , LLC AND VERSATILE ENTERTAINMENT , INC . , AND CLOSING OF $ 7,800,000 CAPITAL RAISE PROVIDES GUIDANCE FOR FISCAL YEARS 2005 AND 2006 LOS ANGELES , CA - NOVEMBER 25 , 2005 - CENTURY PACIFIC FINANCIAL CORPORATION ( OTC BB : CYPC ) ( " Century " ) today announced it has completed its exchange transaction with Bella Rose , LLC ( " Bella Rose " ) and Versatile Entertainment , Inc . ( " Versatile " ) . Bella Rose was formed in May of 2005 , to design , develop , market , distribute and sell high end fashion jeans , casual wear , and other apparel under the brand name " William Rast . " The William Rast clothing line is a joint venture between Bella Rose and a company controlled by Justin Timberlake . Versatile was formed in April 2001 , to design , develop , market , distribute and sell high end fashion jeans , knits , apparel and accessories and began selling apparel under the brand name " People ' s Liberation " in July 2004 . Effective as of the closing of the exchange transaction , Bella Rose and Versatile became wholly - owned subsidiaries of Century . As a result of the closing , the historical business operations of Bella Rose and Versatile will comprise Century 's principal business operations going forward . At the closing , pursuant to the terms of an Exchange Agreement dated October 28 , 2005 , by and among Century , Bella Rose , Bella Rose 's members , Versatile , the shareholders of Versatile , and Keating Reverse Merger Fund , LLC ( " KRM Fund " ) , Century acquired all of the outstanding membership interests of Bella Rose ( the " Interests " ) from Bella Rose 's members , and Bella Rose 's members contributed all of their Interests to Century . In exchange , Century issued to Bella Rose 's members 492,021 . 29 shares of Series A Convertible Preferred Stock , par value $ 0.001 per share , of Century , which will be convertible into 49,202,129 shares of Century 's common stock . Page 2 Also at the closing , pursuant to the terms of the Exchange Agreement , Century acquired all of the outstanding shares of capital stock of Versatile ( " Versatile Shares " ) from the shareholders , and the shareholders contributed all of their Versatile Shares to Century . In exchange , Century issued to the shareholders 1,968,085 . 05 shares of Series A Convertible Preferred Stock , which will be convertible into 196,808,505 shares of Century 's common stock . Immediately following the closing , Century received approximately $ 7.8 million in a private placement transaction ( the " Capital Raise " ) with institutional investors and other high net worth individuals ( " Investors " ) . Sanders Morris Harris Inc . acted as placement agent for this transaction . Pursuant to Subscription Agreements entered into with these Investors , Century sold 578,125 shares of Series A Convertible Preferred Stock at a price per share of $ 13.5135 . After commissions and expenses , Century received net proceeds of approximately $ 7.2 million in the Capital Raise . After the closing of the Exchange Agreement , and after giving effect to the Capital Raise , the members of Bella Rose , the Versatile stockholders , and the Investors in the aggregate own 2,793,106 . 34 shares of our Series A Convertible Preferred Stock , which represents in the aggregate 95 . 3 % of our issued and outstanding shares of common stock after giving effect to the conversion of the Series A Convertible Preferred Stock into common stock . Further , the stockholders of Century prior to the closing of the Exchange Agreement and the Capital Raise own 4 . 7 % of the outstanding common stock ( or , 13,775,021 shares of our common stock ) immediately after completion of these transactions after giving effect to the conversion of the Series A Convertible Preferred Stock into common stock . Bella Rose and Versatile market , distribute and sell " People 's Liberation " and " William Rast " brand products in the United States , and internationally . They market and distribute their products by participating in industry trade shows , as well as through their show rooms in Los Angeles and New York . The products of Versatile and Bella Rose are sold in the United States to department stores and boutiques such as Nordstrom , Bloomingdales , Neiman Marcus , Kitson , Atrium , Fred Segal , Intermix , as well as other boutiques throughout the country . The principal products of Versatile and Bella Rose are high end fashion jeans and knits that the companies design , , market , distribute and sell under the " People ' s Liberation " and " William Rast " labels . Bella Rose and Versatile currently sell men 's and women 's styles . William Rast and People ' s Liberation brand jeans and knits are made from high quality fabrics milled worldwide and are processed with cutting edge treatments and finishes . Their concepts , designs , embellishments , and great attention to detail and quality , make them competitive in the high end fashion jean market . Page 3 " We are very excited about the transactions for Bella Rose and Versatile " , stated Daniel Guez , Bella Rose 's former majority in interest member , Versatile ' s President , and Century 's newly appointed Chief Executive Officer and President . " We look forward to growing our brands both domestically and internationally . " Mr Guez concluded , " Both companies are young and growing rapidly and we are focused on further building our infrastructure and executing our strategic plans " . After the closing of the Exchange Agreement , and after giving effect to the Capital Raise , Century 's Board of Directors approved a 1 for 9 . 25 reverse stock split of its outstanding common stock , a change of the Corporate name to " People ' s Liberation , Inc . " , and a stock incentive plan ( collectively , the " Actions " ) . The Actions were also approved by holders of a majority of Century 's common stock , holders of a majority of Century 's Preferred Stock , and holders of a majority of Century 's common stock and Preferred Stock voting together as a single class . The Actions will not become effective until at least 20 days following the mailing of an Information Statement to the stockholders of Century . REVENUE GUIDANCE FOR FISCAL YEARS 2005 AND 2006 With the acquisition of Bella Rose and Versatile and the Capital Raise completed , Century is providing revenue guidance for fiscal years 2005 and 2006 . The Company estimates that revenues for fiscal 2005 will be approximately $ 5.8 million , and that revenues for fiscal 2006 will be approximately $ 26 million . ABOUT CENTURY PACIFIC FINANCIAL CORPORATION , BELLA ROSE , LLC AND VERSATILE ENTERTAINMENT , INC . Prior to the closing of the Exchange Agreement , Century was a public " shell " company with nominal assets whose sole business was to identify , evaluate and investigate various companies to acquire or with which to merge . Effective as of the closing , Century , through its wholly - owned subsidiaries Bella Rose , LLC , and Versatile Entertainment , Inc . designs , develops , markets , distributes and sells high end fashion jeans , apparel and accessories under the " People ' s Liberation " and " William Rast " brands , both in the United States and internationally . FORWARD - LOOKING STATEMENTS Except for historical information contained herein , the statements in this release are forward - looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements are inherently unreliable and actual results may differ materially . Examples of forward looking statements in this news release include statements regarding the future effectiveness Page 4 of the Actions , Bella Rose 's and Versatile ' s anticipated rapid growth , and the Company 's revenue guidance . Factors which could cause actual results to differ materially from these forward - looking statements include such factors as SEC review of the Information Statement that will be sent to the stockholders of Century , fluctuations in demand for Bella Rose 's and Versatile 's products , the introduction of new products , the ability of Bella Rose and Versatile to maintain customer and strategic business relationships , the impact of competitive products and pricing , growth in targeted markets , the adequacy of Bella Rose 's and Versatile 's liquidity and financial strength to support their growth , and other information that may be detailed from time to time in Century 's filings with the United States Securities and Exchange Commission . Century undertakes no obligation to publicly update or revise any forward - looking statements , whether as a result of new information , future events or otherwise .