-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WCymk0VLD6EtMIZYGWnaizHdMzsNdHjf7bFbsnkrJDtxwH7OF8yzXQCIVsH5sE+l qpe+lckVsbSzMflpHC8/Og== 0001072613-05-001559.txt : 20050627 0001072613-05-001559.hdr.sgml : 20050627 20050627125833 ACCESSION NUMBER: 0001072613-05-001559 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050623 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050627 DATE AS OF CHANGE: 20050627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMOTUS SOLUTIONS INC CENTRAL INDEX KEY: 0000832370 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954599440 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15569 FILM NUMBER: 05916930 BUSINESS ADDRESS: STREET 1: 16400 LARK AVE STREET 2: SUITE 230 CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 4083587100 MAIL ADDRESS: STREET 1: 16400 LARK AVE STREET 2: SUITE 230 CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK NET INC DATE OF NAME CHANGE: 19990707 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS CORP /CA/ DATE OF NAME CHANGE: 19960723 FORMER COMPANY: FORMER CONFORMED NAME: LORD ABBOTT INC DATE OF NAME CHANGE: 19920703 8-K 1 form8-k_13643.txt FORM 8-K DATED JUNE 23, 2005 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2005 SEMOTUS SOLUTIONS, INC. ----------------------- (Exact Name of Registrant as Specified in its Charter) NEVADA 0-21069 36-3574355 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 16400 Lark Ave., Suite 230 Los Gatos, CA 95032 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (408) 358-7100 ---------------------------------------------------- (Registrant's Telephone Number, including area code) ================================================================================ ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Semotus Solutions, Inc. acquired 100% of the issued and outstanding capital stock of Clickmarks, Inc. for 4,107,982 shares of Semotus Solutions' common stock on June 23, 2005 pursuant to a Merger Agreement entered into on June 14, 2005. 15% of these shares, 616,197 shares, are being held in escrow and may be available to compensate Semotus for certain damages as provided in the Merger Agreement. As part of the acquisition, Clickmarks' two co-founders, Umair Khan and Christine Odero, and the rest of the Clickmarks team, Sudhir Kulkarni, Adnan Lawai, Fawad Quadri, Vladimir Soskov, Jitendra Balkundi and Iqbal Singh will join Semotus. As a hiring and retention incentive, in lieu of issuing stock options under the Company's stock option plan, Semotus issued warrants to this group of employees to purchase up to a total of 1,000,000 shares of Semotus common stock at an exercise price of $0.39 per share, which was the closing price of Semotus' stock on June 23rd, the date the acquisition closed and their date of hire, vesting over a one year period and having a ten year term. Semotus may also issue up to a maximum total of 200,000 additional shares of restricted common stock to some of these Clickmarks' employees at or before their annual anniversary with Semotus. In connection with the acquisition, Semotus paid a finder's fee to Bathgate Capital Partners, LLC of $48,750, which was paid by the issuance of 137,324 shares of common stock. Bathgate Capital Partners, LLC was retained by Semotus on May 27, 2004 as a financial advisor to assist Semotus in seeking and evaluating potential business combinations; for more information about our relationship with Bathgate, please see our SEC Form 8-K filed on March 30, 2005. As part of the acquisition, Semotus has agreed to file a registration statement with the Securities and Exchange Commission by no later than December 23, 2005 to qualify the resale of the 4,107,982 shares of common stock issued to the Clickmarks' Shareholders and the 137,324 shares of common stock issued to Bathgate Capital Partners, LLC. The shares and warrants issued to the Clickmarks' employees will not be included in this registration statement. The securities issued in connection with this acquisition have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933. On June 27, 2005, Semotus issued a press release with respect to this acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES See Item 2.01 above, as it relates to the issuance of common stock to Clickmarks' shareholders, Clickmarks' employees and Bathgate Capital Partners, LLC, and the issuance of warrants to Clickmarks' employees. With respect to these transactions, Semotus relied on Section 4(2) of the Securities Act of 1933, as amended. The investors were given complete information concerning Semotus and represented that the shares were being acquired for investment purposes. The issuances were made without general solicitation or advertising. The appropriate restrictive legend was placed on the certificates and stop transfer instructions were issued to the transfer agent. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. The required financial statements will be filed as soon as practicable, but not later than 71 calendar days after the date by which this report on Form 8-K must be filed. (b) Pro forma financial information. The required pro forma financial information will be filed as soon as practicable, but not later than 71 calendar days after the date by which this report on Form 8-K must be filed. (c) Exhibits. The following exhibits are filed with this report: Exhibit Number Description - ------- ----------- 2.1* Merger Agreement by and among Semotus Solutions, Inc., Clickmarks, Inc. and Semotus Acquisition Company, Ltd. dated June 14, 2005. 4.1 Form of Warrant to purchase up to a maximum total of 1,000,000 shares of Semotus Solutions, Inc. common stock issued to certain Clickmarks' employees dated June 23, 2005. 99.1 Press release of Semotus Solutions, Inc. dated June 27, 2005. * Incorporated by reference to Exhibit 2.1 of the Registrant's Form 8-K filed on June 20, 2005. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. SEMOTUS SOLUTIONS, INC. Date: June 27, 2005 By: /s/ Anthony N. LaPine ---------------------------- Anthony N. LaPine, President and Chief Executive Officer EX-4.1 2 exhibit4-1_13643.txt CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS EXHIBIT 4.1 ----------- NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR CANADIAN PROVINCE, OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. SEMOTUS SOLUTIONS, INC. Incorporated Under the Laws of the State of Nevada ____ Common Stock Purchase Warrants CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS 1. Warrants. This Warrant Certificate certifies that ___________, or registered assigns (the "Holder"), is the registered owner of the above-indicated number of Warrants expiring on June 23, 2015 ("Expiration Date"). One (1) Warrant entitles the Holder to purchase one share of common stock, $.01 par value ("Share"), from Semotus Solutions, Inc., a Nevada corporation ("Company"), at a purchase price of $0.39 per share ("Exercise Price"), commencing June 23, 2005, and terminating or expiring according to Section 4 or upon surrender of this Warrant Certificate with the exercise form hereon (or the Warrant Conversion Form in the case of a warrant conversion pursuant to Section 3(b) below) duly completed and executed with payment of the Exercise Price at the offices of the Company, 16400 Lark Ave., Suite 230, Los Gatos, CA 95032. 2. Transfer of Warrants. The Warrants represented by this Warrant Certificate shall not be transferable except upon the death of the Holder and then only to the estate of the Holder or pursuant to the Holder's will or the applicable laws of descent and distribution. 3. (a) Exercise of Warrant. The Warrant may be exercised in whole or in part in accordance with the vesting schedule set forth below, on or before the Expiration Date or Termination Date upon surrender of the Warrant in conjunction with Form of Election to Purchase and the payment at the Exercise Price stipulated above. If the Warrant is exercised in part, then the Holder shall be entitled to receive a new Warrant covering the remaining number of Warrant Shares not exercised. (b) Vesting Schedule. The Employee will have the right, but not the obligation, to exercise the Option shares for an amount equivalent to the Exercise Price in accordance with the following schedule: Twenty Five Percent (25%) of the Shares covered by the Warrant shall vest immediately on the Grant Date, twenty five percent (25%) of the Shares covered by the Warrant shall vest after the first six months from the Grant Date, and 50% of the Shares covered by the Warrant shall vest on the first annual anniversary of the Grant Date. (c) Acceleration of Vesting Schedule. If the Holder's employment is terminated by the Company for any reason other than for Cause, then the vesting schedule as set forth above in Section 3(b) shall accelerate so that 100% of the Shares covered by the Warrant shall be vested on the Holder's Termination Date. As used herein, "Cause" shall mean (a) a breach by the Holder of a covenant contained in the Holder's offer letter or confidentiality agreement; (b) willful misconduct or the habitual neglect of duties or gross misconduct materially injurious to the Parent or the Company; (c) a charge of any felony, a misdemeanor or a crime materially affecting the Company or Parent; (d) insubordination or continued failure to perform in a professional manner; or (e) the continued and habitual use of narcotics or alcohol to an extent which materially impairs the performance of duties. (c) Conversion Right. In addition to and without limiting the rights of the Warrantholder under the terms of the Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into Shares as provided in this Section 3 at any time or from time to time prior to its expiration. ) Upon exercise of the Conversion Right with respect to a particular number of Warrants (the "Converted Warrants"), the Company shall deliver to the Holder, without payment by the Holder of any Exercise Price or any cash or other consideration, that number of Shares computed using the following formula: X = Y(A-B) ------ A Where: X = the number of Shares and/or Warrants to be issued to the ----- Holder; Y = the number of Shares and/or Warrants to be converted under this Warrant; A = the Current Market Price of one share of Common Stock; and B = the Share Exercise Price. 4. Termination and Expiration of Warrants. (a) Expiration of Warrant. No Warrant may be exercised or converted after 5:00 p.m. Pacific Time on the Expiration Date and any Warrant not exercised or converted by such time shall become void, unless the Expiration Date of this Warrant is extended by the Company. (b) Termination of Warrant. Except as provided below in this Section, this Warrant shall terminate and may not be exercised if the Holder ceases to be employed by the Company or any Parent or Subsidiary of the Company. The Holder shall be considered to be employed by the Company for all purposes under this Warrant if the Holder is an officer or full-time employee of the Company or any Parent, Subsidiary or Affiliate of the Company or if the board of directors of the Company determines that the Holder is rendering substantial services as a part-time employee, consultant or adviser to the Company or any Parent, Subsidiary or Affiliate of the Company. The board of directors of the Company shall have discretion to determine whether the Holder has ceased to be employed by the Company or any Parent, Subsidiary or Affiliate of the Company and the effective date on which such employment terminated (the "Termination Date"). (i) Death. If the Holder's employment is terminated by death, the Holder's estate shall have the right, for a period of six (6) months following the date of the Holder's death, to exercise this Warrant to the extent it was exercisable by the Holder on the date of death. The Holder's estate shall mean the Holder's legal representative upon death or any person who acquires the right to exercise this Warrant by reason of such death under the Holder's will or the laws of intestate succession. (ii) Disability. If The Holder's employment is terminated because of a permanent and total disability (as defined in the Internal Revenue Code Section 22(e)(3)), The Holder or the Holder's estate may, within six (6) months following such termination, exercise this Warrant to the extent it was exercisable by the Holder on the date of such termination. (iii) Other Termination. If the Holder's employment is terminated for any reason other than those provided in Subsections (i) and (ii) above, the Holder may, within one (1) month following such termination, exercise this Warrant to the extent it was exercisable by the Holder on the date of such termination. This Warrant shall terminate upon the expiration of such one (1) month period. (c) Transfer to Related Corporation. In the event the Holder leaves the employ of the Company to become an employee of any Parent or Subsidiary or if the Holder leaves the employ of any such Parent or Subsidiary to become an employee of the Company or of another Parent or Subsidiary, the Holder shall be deemed to continue as an employee of the Company for all purposes of this Agreement. (d) No Right to Employment. Nothing in this Warrant shall confer on the Holder any right to continue in the employ of, or other relationship with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate of the Company to terminate the Holder's employment or other relationship at any time, in accordance with the Holder's offer letter. 5. Adjustment of Exercise Price. After each adjustment of the Exercise Price pursuant to this paragraph 5, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. 6. Adjustments for Reorganization, Consolidation, Merger, or Sale of Assets. If at any time while the Warrant, or any portion thereof, remains outstanding and unexpired, should there occur a reorganization, merger, or consolidation; or should there occur a sale or transfer of the Company's assets or properties substantially in entirety as part of a reorganization, merger or consolidation, then lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of the Warrant, or any unexpired exercisable portion thereof, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, consolidation, merger, sale or transfer that the Holder would have been entitled to if the Warrant, or portions thereof, had been exercised immediately prior to the event. The foregoing shall apply similarly to any successive reorganizations, consolidations, mergers, sales or transfers that may occur while the Warrant, or any portion thereof, remains exercisable. 7. Reservation of Stock Underlying the Warrant. At all times until the expiration of the Warrant, the Company will authorize, reserve, and keep available, solely for issuance and delivery upon the exercise of the Warrant, the shares of Common Stock of the Company that shall be receivable upon exercise of the Warrant. 8. Underlying Stock to be Fully Paid and Non-Assessable. The Company covenants that the shares of Common Stock issuable upon exercise of the Warrant shall be duly and validly issued, fully paid, non-assessable, and free of any liens, charges, and all taxes with respect to the issue thereof. 9. No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or other method or venue, avoid or seek to avoid the observance or performance of any of the terms of the Warrant, but shall at all times, in good faith, take all such actions as may be necessary or appropriate in order to protect the rights of the Holder thereunder against impairment. 10. Independent Tax Advice. The Holder agrees that the Holder has or will obtain the advice of independent tax counsel regarding the federal and state income tax consequences of the receipt and exercise of this Warrant and of the disposition of Common Stock acquired upon exercise hereof, including advice regarding the imposition of the alternative minimum tax on tax preferences generated by exercise of warrants and regarding any potential holding period requirements for preferential tax treatment. THE HOLDER ACKNOWLEDGES THAT HE OR SHE HAS NOT RELIED AND WILL NOT RELY UPON ANY ADVICE OR REPRESENTATIONS BY THE COMPANY OR BY ITS EMPLOYEES OR REPRESENTATIVES WITH RESPECT TO THE TAX TREATMENT OF THIS WARRANT OR ANY SHARES ISSUED PURSUANT HERETO. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President and by its Secretary. Dated: ___________, 2005 SEMOTUS SOLUTIONS, INC. Attest: __________________________ By _______________________________________ Tali Durant, Secretary Anthony N. LaPine, President FORM OF ELECTION TO PURCHASE (To be executed by the Holder if he desires to exercise Warrants evidenced by the within Warrant Certificate) To Semotus Solutions, Inc.: The undersigned hereby irrevocably elects to exercise ____________ Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ________________ full shares of Common Stock issuable upon exercise of said Warrants and delivery of $____________ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER - ------------------------------- -------------------------------- (Please print name and address) - ------------------------------- -------------------------------- - ------------------------------- -------------------------------- If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to: ---------------------------------------- ---------------------------------------- ---------------------------------------- (Please print name and address) Dated: ____________________ Signature: _________________________________ NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. Signature Guaranteed: __________________________________________ SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE. FORM OF ELECTION TO CONVERT (To be executed by the Holder if he desires to exercise Warrants evidenced by the within Warrant Certificate) TO: Semotus Solutions, Inc. Pursuant to Section 3(b) of the Warrant, he undersigned hereby irrevocably elects to convert ____________ Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ________________ full shares of Common Stock issuable upon conversion of said Warrants. A conversion calculation is attached hereto. The undersigned requests that certificates for such shares be issued in the name of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER - ------------------------------- -------------------------------- (Please print name and address) - ------------------------------- -------------------------------- If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so converted be issued in the name of and delivered to: _______________________________________________________ _______________________________________________________ (Please print name and address) Dated: ____________________ Signature: _________________________________ NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. Signature Guaranteed: __________________________________________ SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE. CALCULATION OF WARRANT CONVERSION --------------------------------- X = Y(A-B) ------ A Where: X = the number of Shares and/or Warrants to be issued to the ----- Holder; Y = the number of Shares and/or Warrants to be converted under this Warrant; A = the Current Market Price of one share of Common Stock; and B = the Share Exercise Price. Fractional Converted Shares = ___________________________(1) (1) [Company] to pay for fractional Shares in cash @ $ _____________ per Share. EX-99.1 3 exhibit99-1_13643.txt PRESS RELEASE DATED JUNE 27, 2005 SEMOTUS SOLUTIONS COMPLETES CLICKMARKS ACQUISITION ACQUISITION INCREASES REVENUE AND ACCELERATES DRIVE TO PROFITABILITY LOS GATOS, CA. -- (PrimeZone Media) -- June 27, 2005, 7:00 AM EST -- Semotus Solutions Inc. (AMEX: DLK), a pioneer of wireless enterprise software, today announced that its acquisition of Clickmarks Inc., an integration and mobilization software company, has been completed. The boards of both companies and the shareholders of Clickmarks have approved the transaction. Semotus acquired 100% of the issued and outstanding capital stock of Clickmarks, Inc. for 4,107,982 shares of common stock. The stock-for-stock purchase brings to Semotus pioneering technology, a reliable revenue stream, and a significant customer base. Clickmarks technology enables the on-demand enterprise by non-invasively leveraging existing IT investments to deliver workflow automation, portal integration, and mobilization solutions. Clickmarks' patented Presentation Level Integration (PLI) technology enables rapid creation of composite applications and web services out of existing backend systems, which may be delivered via web, portal, and mobile front-ends. Customers of its pioneering integration technology and solutions include Vodafone, Unisys, Sun Microsystems, Verizon Wireless, US Geological, City/County of San Francisco, and NTT Docomo. "Clickmarks is an excellent fit with our Wireless Enterprise offerings, giving us a versatile mobile middleware with backend integration as well as a growing revenue stream and a strong customer base. Clickmarks has leveraged $27 Million of invested capital into an elegant software platform with a Fortune 1000 customer base," said Anthony N. LaPine, Semotus Solutions' Chairman and CEO. "In addition to Clickmarks' clear fit with our organization, business strategy, and product line, the Company also brings a strong management team of MIT alumni who will significantly strengthen the executive staff at Semotus." Mr. LaPine further stated, "Our combined revenues last fiscal year would have been in excess of $3.6 Million or double Semotus' revenue of about $1.8 Million with a neutral effect on our bottom line. The future efficiencies derived from combining the two companies will have positive implications for future profitability. The acquisition of Clickmarks should prove very accretive to shareholders since Semotus has purchased a company of about equal revenues while keeping shareholder dilution to less than 20%. This acquisition will also increase shareholder equity on our Balance Sheet by over 50%. The addition of Clickmarks and its talented management team should accelerate our drive to profitability and deliver increased shareholder value to the owners of our stock." "Clickmarks is delighted to be acquired by an established Wireless technology company such as Semotus Solutions," said Umair Khan, Chairman and CEO of Clickmarks. "Acquisition by a public company and an early entrant in the pervasive enterprise space is genuine validation of the value of our products and solutions. We can now begin to realize the true potential of this combination and deliver on our mutual vision of enabling the on-demand enterprise." As part of the acquisition, Clickmarks' two MIT trained co-founders, Umair Khan and Christine Odero, and the rest of the Clickmarks team, Sudhir Kulkarni, Adnan Lawai, Fawad Quadri, Vladimir Soskov, Jitendra Balkundi and Lqbal Singh will join Semotus. As a hiring and retention incentive, in lieu of issuing stock options under the Company's stock option plan, Semotus issued warrants to this group of employees to purchase up to a maximum total of 1,000,000 shares of Semotus common stock at an exercise price of $0.39 per share, the closing price of Semotus' stock on June 23rd, the date the acquisition closed and their date of hire, vesting over a one year period and having a ten year term. Semotus will also issue up to a maximum total of 200,000 shares of restricted common stock to some of these Clickmarks' employees, at or before their annual anniversary with Semotus. ABOUT SEMOTUS SOLUTIONS - THE WIRELESS ARCHITECTS(SM) Founded in 1993, Semotus Solutions (AMEX:DLK) is the premier provider of software for the mobile enterprise, connecting employees to critical business systems, information and processes. Semotus has a Fortune 1000 installed customer base and more than 600 corporate clients including Lockheed Martin, Blue Cross Blue Shield, Coca-Cola, Hewlett Packard, Nextel Communications, JP Morgan-Chase, and The United Nations. Semotus Solutions' software provides mobility, convenience, efficiency and profitability in the areas of workforce automation, finance, healthcare, and m-commerce. www.semotus.com; www.hiplinkxs.com SEMOTUS SOLUTIONS MEDIA CONTACT DONALD MEYER MARKETING MANAGER (408) 358-7003 dmeyer@semotus.com SEMOTUS SOLUTIONS INVESTOR RELATIONS CONTACT TALI DURANT CORPORATE COUNSEL (408) 358-7100 tdurant@semotus.com #### This press release contains forward-looking statements, which are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "intends," "believes" and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, successful integration of acquisitions, the ability to secure additional sources of finance, the ability to reduce operating expenses, and other factors described in the Company's filings with the Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward-looking statement due to such risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release. -----END PRIVACY-ENHANCED MESSAGE-----