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Innovative Clinical Solutions, Ltd., Announces Declaration of First Partial Liquidating Cash Distribution


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© Business Wire 2008
2008-06-13 23:46:26 -

- Innovative Clinical Solutions, Ltd. (Other-OTC: ICSN) today announced that its sole Director has declared a first partial liquidating cash distribution in the amount of $0.21 per share on its outstanding shares of common stock, payable June 30, 2008 to its shareholders of record as of June 23, 2008, from the proceeds of the initial distribution that it has received in connection with its claim against the Chapter 7 estate of its former Chairman and Chief Executive Officer, Abraham Gosman (the "Gosman Estate").

Innovative Clinical Solutions, Ltd. (ICSL) has been inactive since February 1, 2003, when its duty to file reports with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 was automatically suspended due

to its common stock being held of record by less than 300 persons. Accordingly, on February 14, 2003, ICSL filed with the SEC a certification of termination of the registration of its common stock on Form 15.

ICSL's claim against the Gosman Estate is based on a proof of claim in the amount of $11,356,432 filed by or on behalf of the Company in July 2001 in what was then the Chapter 11 reorganization case of Abraham David Gosman, in the United States Bankruptcy Court for the Southern District of Florida, Case No. 01-30953-PGH, which was later converted to a case under Chapter 7 of the United States Bankruptcy Code (the "Gosman Chapter 7 Case"). On September 22, 2007, ICSL announced that its Board had approved a plan of liquidation, which it anticipated implementing following receipt of distributions with respect to its claim against the Gosman Estate. On or about October 1, 2007, ICSL received an initial, interim pro rata distribution in the amount of approximately $3.1 million in cash from the Trustee of the Chapter 7 estate of Mr. Gosman. The Company has used a portion of the proceeds received in the distribution to pay its creditors, taxes and ongoing expenses of liquidation, and to resolve certain pending claims, and has reserved approximately $100,000 from the distribution to pay other pending claims and anticipated additional costs and expenses of liquidation and winding-up its business.

The interim pro rata distribution received by ICSL on its allowed unsecured claim against the Gosman Chapter 7 estate represented just under 28% of the amount of its allowed unsecured claim. ICSL expects to receive a further pro rata distribution on its claim against the Gosman Estate. According to a status report filed by the Trustee of the Gosman Estate on September 19, 2007, depending upon the final recoveries on the few remaining assets in the Gosman Estate, and final administrative costs, the Trustee anticipated making a final distribution of another 2% to 4% of the face amount of claims to holders of allowed unsecured claims, including ICSL, at or about the time the Trustee files his Final Report in the Gosman Chapter 7 Case. ICSL expects to make one or more additional liquidating distributions to shareholders if, as and when it receives any further distributions from the Gosman Estate. The Company cannot accurately predict the timing or amount of any such additional distributions due to, among other factors, its inability to determine with specificity the amount(s) and date(s) of any further distributions that it may receive from the Gosman Estate, its inability to accurately predict the extent to which, and amounts for which, it will be able to resolve certain pending claims and obligations, its inability to accurately predict the total additional costs and expenses that will be required in connection with the winding-up of its business, and its resulting inability to accurately predict the costs and expenses of liquidation that it will incur in the interim.

ICSL intends to treat this distribution for federal income tax purposes as one of potentially two or more liquidating cash distributions to shareholders in complete liquidation of the company.

As part of the implementation of its plan of liquidation, ICSL was dissolved as of May 16, 2008, in accordance with the procedures set forth in the Delaware General Corporation Law, by the filing of a Certificate of Dissolution with the Delaware Secretary of State. In accordance with the Delaware General Corporation Law, ICSL shall nevertheless be continued for the term of 3 years from the date of its dissolution (or for such longer period as the Delaware Court of Chancery may direct) as a body corporate for the purpose of prosecuting and defending suits by or against it, and of enabling it gradually to settle and close its business, dispose of and convey its property, discharge its liabilities, and distribute to its stockholders any remaining assets, but not for the purpose of continuing the business for which it was organized.

Safe Harbor

Certain of the forgoing statements constitute forward-looking statements regarding ICSL. Such statements reflect the Company's current views with respect to current events and financial performance, and are subject to many risks, uncertainties and factors relating to amount and timing of any further distribution ICSL may receive from the Gosman Estate, and the extent to which the Company will be able to resolve certain pending claims and obligations, all of which may materially affect the ability of the Company to make any further liquidating distributions, or the amount(s) of any such distributions, in ways materially different from an future results expressed or implied by such forward-looking statements. The Company intends any such forward-looking statements to be subject to the Safe Harbor created by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words and phrases "expect," estimate," and "anticipate" and similar expressions identify forward-looking statements. ICSL disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

For Innovative Clinical Solutions, Ltd.
Thomas S. McNamara, 215-567-7125
mcnamara@snip.net


Author:
Hossam Abdel-Kader
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