EX-99.1
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v023733_ex99-1.txt
EXHIBIT 99.1
[GRAPHIC OMITTED]
FOR MORE INFORMATION CONTACT:
PUBLIC RELATIONS:
Ilya Welfeld
201-439-1010
ilya@roomlinx.com
Investor Relations
THOMAS J. ROZYCKI, JR.
CUBITT JACOBS & PROSEK
212-279-3115 X208
TOM@CJPCOM.COM
ROOMLINX COMPLETES ACQUISITION OF SUITESPEED
Combined Company Will Service 200 Hotels Representing More than 35,000
Rooms Nationwide
HACKENSACK, NEW JERSEY (AUGUST 10, 2005) -RoomLinX, Inc. (OTCBB: RMLX.OB), a
leading provider of wireless high-speed network solutions to the hospitality
industry, today announced that it has completed the acquisition of SuiteSpeed,
Inc., a leading provider of wireless solutions for hotels. Customers will
experience no disruption in service, and their company contact points will
remain unchanged. Pursuant to the merger agreement, RoomLinX will issue
21,450,000 shares of its common stock to acquire the outstanding stock of
SuiteSpeed and an additional 6,183,870 shares of its common stock to cancel
certain indebtedness owed by SuiteSpeed. The 21,450,000 shares have piggy-back
registration rights under certain circumstances".
"Since we first announced our intention to acquire SuiteSpeed in the spring, we
have had the pleasure of getting to know the company, its management and its
customers", said Aaron Dobrinsky, CEO of RoomLinX. "It was extremely encouraging
to emerge from the due diligence period with the belief that the planned
acquisition promised even greater synergies and potential than initially
thought. As we have indicated, the addition of SuiteSpeed should enhance our
leadership position in the industry with more rooms under management, increased
recurring revenue, economies of scale, increased offerings and a superior
executive in Mike Wasik, formerly CEO of SuiteSpeed".
SuiteSpeed, a provider of high-speed wireless Internet access solutions, has
delivered WiFi services to hotels since 2000. The company serves brand-name
properties such as the Renaissance, Courtyard by Marriott, Holiday Inn,
Radisson, Hampton Inn and Best Western.
"We have been looking forward to the closing of this acquisition and I
personally am very pleased to be joining RoomLinX as Executive Vice President"
said Mike Wasik, founder of SuiteSpeed. "Plans for the acquisition have been
well received by interested parties on both sides of the transaction and we
believe the benefits to customers will be immediately apparent".
ABOUT ROOMLINX, INC.
RoomLinX is a pioneer in Broadband High Speed Wireless Internet connectivity,
specializing in providing advanced WI-FI Wireless and Wired networking solutions
for High Speed Internet access to Hotel Guests, Convention Center Exhibitors,
Corporate Apartments, and Special Event participants. Designing, deploying and
servicing site-specific wireless networks for the hospitality industry is
RoomLinX's core competency.
# # #
THE STATEMENTS CONTAINED IN THIS PRESS RELEASE OF ROOMLINX, INC. (THE "COMPANY")
THAT ARE NOT BASED ON HISTORICAL FACT ARE "FORWARD-LOOKING STATEMENTS". SUCH
FORWARD-LOOKING STATEMENTS (INCLUDING THE STATEMENTS REGARDING THE POTENTIAL
BENEFITS FROM THE ACQUISITION) INVOLVE RISKS AND UNCERTAINTIES, INCLUDING BUT
NOT LIMITED TO: (I) THE COMPANY'S HISTORY OF UNPROFITABLE OPERATIONS, BOTH WITH
RESPECT TO ITS CORE BUSINESS AND THE BUSINESS PREVIOUSLY PERFORMED BY ARC
COMMUNICATIONS, (II) THE SIGNIFICANT OPERATING LOSSES THAT THE COMPANY HAS
INCURRED TO DATE, (III) THE COMPANY'S LACK OF LIQUIDITY AND NEED FOR ADDITIONAL
CAPITAL WHICH IT MAY NOT BE ABLE TO OBTAIN ON FAVORABLE TERMS OR AT ALL, (IV)
THE "GOING CONCERN" QUALIFICATIONS THAT ACCOMPANIES THE COMPANY'S FINANCIAL
STATEMENTS, WHICH, AMONG OTHER THINGS, MAY MAKE IT MORE DIFFICULT FOR THE
COMPANY TO RAISE THE ADDITIONAL CAPITAL THAT IT REQUIRES IN ORDER TO REMAIN IN
BUSINESS, (V) THE FACT THAT THE COMPANY HAS BEEN REQUIRED TO OPERATE WITH A
WORKING CAPITAL DEFICIT, WHICH LIMITS ITS OPERATING FLEXIBILITY AND
OPPORTUNITIES, (VI) THE SUBSTANTIALLY GREATER RESOURCES AVAILABLE TO MANY OF THE
COMPANY'S COMPETITORS, (VII) THE COMPANY'S EXPECTATION THAT IT WILL CONTINUE TO
OPERATE AT A LOSS FOR THE FORESEEABLE FUTURE, (VIII) THE FACT THAT THE COMPANY'S
LACK OF CAPITAL SUBSTANTIALLY RESTRICTS ITS FLEXIBILITY AND OPPORTUNITY TO
INCREASE ITS REVENUES, (IX) THE IMPORTANCE TO THE COMPANY THAT ITS OFFERINGS
REMAIN TECHNOLOGICALLY ADVANCED IF THE COMPANY IS TO ATTRACT NEW CUSTOMERS AND
MAINTAIN EXISTING CUSTOMERS, (X) THE COMPANY'S DEPENDENCE ON CERTAIN KEY
EMPLOYEES AND KEY SUPPLIERS, (XI) RISKS ASSOCIATED WITH POTENTIAL INTELLECTUAL
PROPERTY CLAIMS, (XII) THE IMPACT ON THE COMPANY'S BUSINESS AND INDUSTRY OF
GENERAL ECONOMIC CONDITIONS AND REGULATORY DEVELOPMENTS AND (XIII) RISKS
ASSOCIATED DIRECTLY WITH THE BUSINESS COMBINATION, INCLUDING WITHOUT LIMITATION
(A) THE POSSIBILITY THAT THE BENEFITS ANTICIPATED FROM THE TRANSACTION ARE NOT
REALIZED AND (B) RISKS ASSOCIATED WITH INTEGRATING TWO SEPARATE BUSINESSES. SUCH
RISKS AND OTHERS ARE AND SHALL BE MORE FULLY DESCRIBED IN THE "RISK FACTORS" SET
FORTH IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS EXPRESSED IN,
OR IMPLIED BY, SUCH FORWARD-LOOKING STATEMENTS.
-2-

EX - 99 . 1 4 v023733 _ ex99 - 1 . txt EXHIBIT 99 . 1 [ GRAPHIC OMITTED ] FOR MORE INFORMATION CONTACT : PUBLIC RELATIONS : Ilya Welfeld 201 - 439 - 1010 ilya@roomlinx.com Investor Relations THOMAS J . ROZYCKI , JR . CUBITT JACOBS & PROSEK 212 - 279 - 3115 X208 TOM@CJPCOM.COM ROOMLINX COMPLETES ACQUISITION OF SUITESPEED Combined Company Will Service 200 Hotels Representing More than 35,000 Rooms Nationwide HACKENSACK , NEW JERSEY ( AUGUST 10 , 2005 ) - RoomLinX , Inc . ( OTCBB : RMLX . OB ) , a leading provider of wireless high - speed network solutions to the hospitality industry , today announced that it has completed the acquisition of SuiteSpeed , Inc . , a leading provider of wireless solutions for hotels . Customers will experience no disruption in service , and their company contact points will remain unchanged . Pursuant to the merger agreement , RoomLinX will issue 21,450,000 shares of its common stock to acquire the outstanding stock of SuiteSpeed and an additional 6,183,870 shares of its common stock to cancel certain indebtedness owed by SuiteSpeed . The 21,450,000 shares have piggy - back registration rights under certain circumstances " . " Since we first announced our intention to acquire SuiteSpeed in the spring , we have had the pleasure of getting to know the company , its management and its customers " , said Aaron Dobrinsky , CEO of RoomLinX . " It was extremely encouraging to emerge from the due diligence period with the belief that the planned acquisition promised even greater synergies and potential than initially thought . As we have indicated , the addition of SuiteSpeed should enhance our leadership position in the industry with more rooms under management , increased recurring revenue , economies of scale , increased offerings and a superior executive in Mike Wasik , formerly CEO of SuiteSpeed " . SuiteSpeed , a provider of high - speed wireless Internet access solutions , has delivered WiFi services to hotels since 2000 . The company serves brand - name properties such as the Renaissance , Courtyard by Marriott , Holiday Inn , Radisson , Hampton Inn and Best Western . " We have been looking forward to the closing of this acquisition and I personally am very pleased to be joining RoomLinX as Executive Vice President " said Mike Wasik , founder of SuiteSpeed . " Plans for the acquisition have been well received by interested parties on both sides of the transaction and we believe the benefits to customers will be immediately apparent " . ABOUT ROOMLINX , INC . RoomLinX is a pioneer in Broadband High Speed Wireless Internet connectivity , specializing in providing advanced WI - FI Wireless and Wired networking solutions for High Speed Internet access to Hotel Guests , Convention Center Exhibitors , Corporate Apartments , and Special Event participants . Designing , deploying and servicing site - specific wireless networks for the hospitality industry is RoomLinX 's core competency . # # # THE STATEMENTS CONTAINED IN THIS PRESS RELEASE OF ROOMLINX , INC . ( THE " COMPANY " ) THAT ARE NOT BASED ON HISTORICAL FACT ARE " FORWARD - LOOKING STATEMENTS " . SUCH FORWARD - LOOKING STATEMENTS ( INCLUDING THE STATEMENTS REGARDING THE POTENTIAL BENEFITS FROM THE ACQUISITION ) INVOLVE RISKS AND UNCERTAINTIES , INCLUDING BUT NOT LIMITED TO : ( I ) THE COMPANY 'S HISTORY OF UNPROFITABLE OPERATIONS , BOTH WITH RESPECT TO ITS CORE BUSINESS AND THE BUSINESS PREVIOUSLY PERFORMED BY ARC COMMUNICATIONS , ( II ) THE SIGNIFICANT OPERATING LOSSES THAT THE COMPANY HAS INCURRED TO DATE , ( III ) THE COMPANY 'S LACK OF LIQUIDITY AND NEED FOR ADDITIONAL CAPITAL WHICH IT MAY NOT BE ABLE TO OBTAIN ON FAVORABLE TERMS OR AT ALL , ( IV ) THE " GOING CONCERN " QUALIFICATIONS THAT ACCOMPANIES THE COMPANY ' S FINANCIAL STATEMENTS , WHICH , AMONG OTHER THINGS , MAY MAKE IT MORE DIFFICULT FOR THE COMPANY TO RAISE THE ADDITIONAL CAPITAL THAT IT REQUIRES IN ORDER TO REMAIN IN BUSINESS , ( V ) THE FACT THAT THE COMPANY HAS BEEN REQUIRED TO OPERATE WITH A WORKING CAPITAL DEFICIT , WHICH LIMITS ITS OPERATING FLEXIBILITY AND OPPORTUNITIES , ( VI ) THE SUBSTANTIALLY GREATER RESOURCES AVAILABLE TO MANY OF THE COMPANY 'S COMPETITORS , ( VII ) THE COMPANY 'S EXPECTATION THAT IT WILL CONTINUE TO OPERATE AT A LOSS FOR THE FORESEEABLE FUTURE , ( VIII ) THE FACT THAT THE COMPANY 'S LACK OF CAPITAL SUBSTANTIALLY RESTRICTS ITS FLEXIBILITY AND OPPORTUNITY TO INCREASE ITS REVENUES , ( IX ) THE IMPORTANCE TO THE COMPANY THAT ITS OFFERINGS REMAIN TECHNOLOGICALLY ADVANCED IF THE COMPANY IS TO ATTRACT NEW CUSTOMERS AND MAINTAIN EXISTING CUSTOMERS , ( X ) THE COMPANY 'S DEPENDENCE ON CERTAIN KEY EMPLOYEES AND KEY SUPPLIERS , ( XI ) RISKS ASSOCIATED WITH POTENTIAL INTELLECTUAL PROPERTY CLAIMS , ( XII ) THE IMPACT ON THE COMPANY 'S BUSINESS AND INDUSTRY OF GENERAL ECONOMIC CONDITIONS AND REGULATORY DEVELOPMENTS AND ( XIII ) RISKS ASSOCIATED DIRECTLY WITH THE BUSINESS COMBINATION , INCLUDING WITHOUT LIMITATION ( A ) THE POSSIBILITY THAT THE BENEFITS ANTICIPATED FROM THE TRANSACTION ARE NOT REALIZED AND ( B ) RISKS ASSOCIATED WITH INTEGRATING TWO SEPARATE BUSINESSES . SUCH RISKS AND OTHERS ARE AND SHALL BE MORE FULLY DESCRIBED IN THE " RISK FACTORS " SET FORTH IN THE COMPANY 'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION . THE COMPANY 'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS EXPRESSED IN , OR IMPLIED BY , SUCH FORWARD - LOOKING STATEMENTS . - 2 -
O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY O O O B-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O