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TEK DigiTel Corporation Updates Shareholders Of Special Meeting of Series A Preferred Shareholders

                      

GERMANTOWN, MD - April 25, 2000    TEK DigiTel Corporation (NQB Pink Sheets - TEKI) announced today that on April 24, 2000, TEK's Series A Preferred Stock Shareholders held a special meeting via telephone conference call.  The purpose of the meeting was to discuss the status of the automatic conversion provision contained in TEK's Articles of Incorporation and in the Agreement and Plan of Merger between the individuals and entities which established TEK in 1998.  This conversion provision provided for the automatic conversion of shares of Series A Preferred Stock into shares of common stock at a conversion rate of 6 shares of common stock for each share of preferred stock owned.  The automatic conversion provision was linked to TEK raising a specified amount of capital within a specific time frame.  The automatic conversion provision was triggered in March 1999

 

On April 24, 2000, TEK's Series A Preferred Stock Shareholders unanimously agreed to postpone and amend their present right, as described above, to automatic conversion of the preferred stock into shares of common stock.  Rather, the Series A Preferred Stock Shareholders agreed to be bound by the conversion rights and conditions set forth in TEK's Articles of Incorporation and in the Agreement and Plan of Merger that are triggered by TEK attaining product development and sales milestones.  Under these milestones, the first milestone was met and accordingly one quarter of the present number of outstanding Series A Preferred Stock shares are eligible for conversion into shares of TEK common stock at a 6:1 ratio.  On the fifth anniversary date of the original issuance of the preferred shares, any remaining unconverted preferred shares will be convertible into shares of TEK common stock at a 6:1 ratio.

 

Effective April 20, 2000, TEK's common stock began quotation on the National Quotation Bureau's “Pink Sheets" under the trading symbol “TEKI".  Although no longer quoted on the OTC BB, the following market makers have continued to make a market in TEK's common stock on the Pink Sheets: FRAN, HILL, HRZG, MHMY, NITE and WDCO.  Quotations of TEK's stock may be obtained from brokers or from various websites such as www.quicken.com, www.cnbc.com, www.dljdirect.com, and www.pcquote.com.  TEK's investor relations department at 1-888-393-4979 (or at 416-323-3888 for callers outside the U.S. and Canada) can also provide quotes from these sources.

 

About TEK DigiTel Corporation (http://www.tekdigitel.com)

 

Based in Germantown, Maryland, TEK DigiTel Corporation delivers integrated CPE (Customer Premise Equipment) communications solutions optimized for use in SOHO, small- and medium-sized businesses. Working with Service Providers and OEM partners, the Company is focused on integrating fax- and Voice-over-IP (VoIP) technologies with conventional PBX systems and data routing devices to create a low- cost, easy-to-use Internet communications hub. Founded in 1998, TEK DigiTel is headed by a management team with extensive related experience gained at leading manufacturers and service providers including Motorola, 3Com, IBM, Nortel Networks, Rockwell, Hughes, MCI Worldcom, Bell Atlantic, Bell Canada, BellSouth and GTE.

 

This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Actual results and trends could differ materially from those set forth in such statements due to various factors.  These factors include the possibility of additional issues arising that may affect the company’s ability to become an SEC-reporting company, changing economic and competitive conditions, and other risks and uncertainties.