CUPERTINO, Calif., April 15 /PRNewswire-FirstCall/ -- WorldSage, Inc. ("WorldSage" or the "Company"), a Delaware non-publicly reporting company whose shares are publicly quoted for sale on the Pink Sheets (formerly "GlobalMedia.com"), today announced that effective April 11, 2008, it consummated its reincorporation from Nevada to Delaware, followed immediately thereafter by the consummation of the merger of WorldSage, Inc., a privately-held Delaware corporation ("WorldSage Private"), with and into WorldSage (the "Merger"). Pursuant to the Merger, (i) the business of WorldSage Private was assumed and will be continued by WorldSage as the surviving corporation, (ii) each of the 22,939,390 issued and outstanding shares of Common Stock of WorldSage Private were converted into the right to receive one (1) share of Common Stock of WorldSage, (iii) each of the 1,061,536 issued and outstanding shares of Series A Convertible Preferred Stock of WorldSage Private were converted into the right to receive one (1) share of Series A Convertible Preferred Stock of WorldSage, and (iv) each issued and outstanding option and warrant exercisable for 45,000 and 102,821 shares of Common Stock of WorldSage Private, respectively, were assumed and converted into an option or warrant, as applicable, exercisable for Common Stock of WorldSage, in a transaction intended to qualify for U.S. federal income tax purposes as a tax-free transaction within the meaning of Section 368(a) of the Internal Revenue Code. The exercise prices and other terms of the outstanding options and warrants remained unchanged. Following effectiveness of the Merger, WorldSage's outstanding shares total 23,290,833 shares of Common Stock and 1,061,536 shares of Series A Convertible Preferred Stock, for an aggregate total of 24,352,369 shares of capital stock issued and outstanding, and issued and outstanding options and warrants to purchase 45,000 and 102,821 shares of Common Stock, respectively. In addition, effective April 11, 2008, the following persons were appointed as the officers and directors of WorldSage: (i) John Grillos, Chief Executive Officer, President, and director; (ii) Laird Q. Cagan, Chairman of the Board of Directors; (iii) Gail Babitt, Chief Financial Officer; (iv) Dr. Barbara Kurshan, Executive Vice President; and (v) Michael McTeigue, Secretary.
CUPERTINO, Calif., April 15 /PRNewswire-FirstCall/ — WorldSage, Inc. ("WorldSage" or the "Company"), a Delaware non-publicly reporting company whose shares are publicly quoted for sale on the Pink Sheets (formerly "GlobalMedia.com"), today announced that effective April 11, 2008, it consummated its reincorporation from Nevada to Delaware, followed immediately thereafter by the consummation of the merger of WorldSage, Inc., a privately-held Delaware corporation ("WorldSage Private"), with and into WorldSage (the "Merger"). Pursuant to the Merger, (i) the business of WorldSage Private was assumed and will be continued by WorldSage as the surviving corporation, (ii) each of the 22,939,390 issued and outstanding shares of Common Stock of WorldSage Private were converted into the right to receive one (1) share of Common Stock of WorldSage, (iii) each of the 1,061,536 issued and outstanding shares of Series A Convertible Preferred Stock of WorldSage Private were converted into the right to receive one (1) share of Series A Convertible Preferred Stock of WorldSage, and (iv) each issued and outstanding option and warrant exercisable for 45,000 and 102,821 shares of Common Stock of WorldSage Private, respectively, were assumed and converted into an option or warrant, as applicable, exercisable for Common Stock of WorldSage, in a transaction intended to qualify for U.S. federal income tax purposes as a tax-free transaction within the meaning of Section 368(a) of the Internal Revenue Code. The exercise prices and other terms of the outstanding options and warrants remained unchanged. Following effectiveness of the Merger, WorldSage's outstanding shares total 23,290,833 shares of Common Stock and 1,061,536 shares of Series A Convertible Preferred Stock, for an aggregate total of 24,352,369 shares of capital stock issued and outstanding, and issued and outstanding options and warrants to purchase 45,000 and 102,821 shares of Common Stock, respectively. In addition, effective April 11, 2008, the following persons were appointed as the officers and directors of WorldSage: (i) John Grillos, Chief Executive Officer, President, and director; (ii) Laird Q. Cagan, Chairman of the Board of Directors; (iii) Gail Babitt, Chief Financial Officer; (iv) Dr. Barbara Kurshan, Executive Vice President; and (v) Michael McTeigue, Secretary.
WorldSage also announced today that effective April 15, 2008, its trading symbol has been changed to "WRSG.PK" from its previous trading symbol "WSGI.PK."
WorldSage was incorporated in the State of Nevada in 1997 under the name "Global Media Corp." In 2000, WorldSage changed its name from "Global Media Corp." to "GlobalMedia.com," and in 2006 again changed its name to "WorldSage, Inc." As GlobalMedia.com, the company operated as a media company. In early 2001, GlobalMedia.com entered into bankruptcy in the Supreme Court of British Columbia (in Bankruptcy) (the "Court"), pursuant to which all known claims against GlobalMedia.com were compromised and satisfied with the GlobalMedia.com assets available for distribution. In November 2005, the trustee in bankruptcy of the GlobalMedia.com estate was discharged by the Court. According to Canadian bankruptcy law, GlobalMedia.com never emerged from bankruptcy in Canada, although it continues as a legal entity in the United States. However, the applicable Canadian statutes of limitations with respect to all known claims have expired. GlobalMedia.com conducted no business or operations following its entry into bankruptcy in 2001 through September 2006, during which period it was deemed to be a "shell" company, but not a "blank check" company, under regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC") and had no business operations and only nominal assets. In late 2006, GlobalMedia.com entered into a series of transactions whereby it (i) entered into a merger agreement with WorldSage Private, (ii) borrowed $3.0 million from Laird Q. Cagan pursuant to a secured promissory note, (iii) entered in a operating expense funding agreement, as amended, with WorldSage Private pursuant to which it loaned an aggregate of $3.0 million to WorldSage Private prior to the consummation of the Merger ("Loan Agreement"), and (iv) changed it name to "WorldSage, Inc."
WorldSage Private was incorporated in the State of Delaware on September 5, 2006 with a business model focused on the creation of a leading, global system of private higher education institutions capable of addressing the evolving career needs of Twenty-First Century students, which business model has been assumed by WorldSage following the Merger. WorldSage's initial goal is to combine the bricks and mortar acquisition strategy of Laureate Education Inc. with the on-line growth strategy of Apollo Group, Inc., while establishing deep and long-term relationships with its students and the employers for whom its students are being educated.
Since 2005, WorldSage's founders have focused on identifying and engaging potential acquisition targets in Europe. In 2008, WorldSage plans to expand its worldwide search for potential acquisition targets by broadening its focus to include Asia and Latin America. WorldSage has identified and engaged in acquisition discussions with over 60 education systems with combined revenues of $1 billion and combined earnings before interest, taxes, depreciation and amortization ("EBITDA") between ten percent (10%) and twenty percent (20%) of revenues. On October 3, 2007 WorldSage (as WorldSage Private) consummated the acquisition of DCT International Hotel & Business Management School ("DCT"), a private school in Switzerland with revenues of approximately $4.0 million for the year ended December 31, 2007. WorldSage is also currently in negotiations for the acquisition of several other European schools. WorldSage believes that it has a two-year lead on likely competitors, and an acquisition pipeline that will allow WorldSage to achieve its financial goals.
In the fourth quarter of 2007 and first quarter of 2008, WorldSage (through WorldSage Private prior to the Merger) raised an aggregate of approximately $1.6 million from qualified investors in a private equity financing.
WorldSage currently operates at a loss with no inception to date revenues through September 30, 2007. The financial information for WorldSage has not been audited in accordance with U.S. GAAP and the financial information could be materially different after WorldSage undergoes its first audit. Additionally, the financial information does not reflect (i) the financial summary of WorldSage giving affect to the acquisition of DCT, (ii) the additional capital required by WorldSage for working capital for DCT, which includes approximately $0.3 million paid to the lessor of DCT on their behalf in December 2007, or (iii) the contingent payment of approximately $0.2 million to a seller of DCT if such seller elects to require WorldSage to repurchase the 85,390 shares of WorldSage Common Stock issued to such seller in the DCT transaction. As of September 30, 2007, WorldSage has approximately $1.0 million of total current assets, all of which is cash held by WorldSage, after giving affect to the transfer of funds in October 2007 from WorldSage to WorldSage Private under the Loan Agreement, defined later herein. WorldSage has approximately $3.7 million of current liabilities, including (i) principal, accrued interest and fees of approximately $3.1 million, after giving affect to the transfer of funds in October 2007 from WorldSage to WorldSage Private under the Loan Agreement, and (ii) $0.6 million of obligations related to accrued bonuses and accounts payable.
The following is the summary financial information for DCT, a wholly-owned Swiss subsidiary of WorldSage that conducts business in Swiss Francs ("CHF"). This financial information represents the results of operations of DCT based upon information obtained from DCT's audited financial statements for the year ended December 31, 2006 and the internal unaudited financial statements for the year ended December 31, 2007. The financial statements for DCT were prepared under Swiss Obligation Law in CHF, and are not in accordance with U.S. GAAP and do not reflect adjustments under Statement of Financial Accounting Standards No. 141 Business Combinations ("SFAS No. 141"), as issued by the Financial Accounting Standard Board. This financial information could be materially different after applying U.S. GAAP and SFAS No. 141. Additionally, this financial information could be materially different from the year ended December 31, 2007 through the current period and for future operations. DCT revenues decreased approximately 0.8 million CHF or 14.8% to approximately 4.4 million CHF for the year ended December 31, 2007 from approximately 5.2 million CHF for the year ended December 31, 2006. Total DCT agent commissions, personnel costs and other operating expenses decreased approximately 0.1 million CHF or 2.6% to approximately 4.7 million CHF for the year ended December 31, 2007 from approximately 4.8 million CHF for the year ended December 31, 2006. DCT EBITDA decreased from approximately 0.2 million CHF for the year ended December 31, 2006 to an EBITDA loss of approximately 0.3 million CHF for the year ended December 31, 2007. As of December 31, 2007, DCT had approximately 1.5 million CHF in total assets, approximately 0.4 million CHF of which was cash and cash equivalents and approximately 0.8 million CHF was non-current assets. As of December 31, 2007, DCT had approximately 1.7 million CHF in total liabilities, of which approximately 1.3 million CHF is current and approximately 0.3 million CHF is a loan from WorldSage. The current DCT liabilities primarily reflect advance and current payments of unearned student fees. WorldSage (as WorldSage Private) purchased DCT because management values the curriculum and sees opportunities to increase revenues and profits. DCT is in the process of changing its fiscal year end to September 30 and preparing for an audit under U.S. GAAP for the years ended September 30, 2007 and 2006.
WorldSage's business is the acquisition and combination of successful, career-focused, higher education institutions, initially in the Europe, and later in Asia, Latin America and the United States, with an educational strategy built on the following pillars:
— Acquiring schools with proven track records run by visionary education entrepreneurs who are passionate about building and growing profitable businesses while educating the global workforce for the ever-changing needs of the Twenty-First Century. — Binding WorldSage schools, employers and students together by providing services complementary with education to its constituent groups. This idea comes from the schools, which at some level have had to work with employers, who often subsidize the education of their employees. WorldSage will take this idea to the next level. Through program development and acquisitions, WorldSage intends to provide such services as: — Learning centers located at employer sites. — Graduate skill renewal programs. — Tracking and career management programs for graduates. — Employer designed learning programs. — Recruiting services for graduates and employers. — Applied research projects for employers. — Consulting services to employers. — Non-degree certificate and other professional development courses. — WorldSage schools will endeavor to build on their existing practices of finding intern and paid temporary employment opportunities for students, and will strive to provide job placement services for graduates. — Providing students access to world-class e-learning courses, curricula, and degree programs from globally recognized institutions.
The execution strategy of WorldSage is simple: acquire initial system schools, establish common systems and programs of cooperation, and grow profitably in three ways — organically, by adding on-line programs, and by acquiring additional schools. WorldSage intends to build a world-class institution, with the discipline forced by the need for profitability and growth, and the longevity afforded by having educational services, and delivery modes relevant to the schools, their students, and employers.
As a publicly-traded company, WorldSage intends to utilize its publicly-traded capital stock, in combination with cash and debt, to acquire schools. Management anticipates that school owners who join the WorldSage system will benefit from the expected growth of the WorldSage system, while having the opportunity to remain independently managed participants in our international education system.
WorldSage's principal executive offices are located at 10600 N. DeAnza Blvd., Suite 250, Cupertino, California 95014. WorldSage can be reached by telephone at (408) 517-3318, and its website is http://www.worldsage.com.
Set forth below is information regarding the executive officers and directors of WorldSage.
John Grillos, Co-Founder, President, Chief Executive Officer and Director
Mr. Grillos, age 66, co-founded WorldSage with the vision of creating a world class private higher education system, a system focused on career relevance and professional life-long support for graduates, and one that utilizes technology to enhance the learning experience and access for students. Mr. Grillos served on the Board of Directors and as President and Chief Executive Officer of WorldSage Private since its inception, and upon consummation of the Merger, Mr. Grillos became the President, Chief Executive Officer and Director of WorldSage. Mr. Grillos has been involved in the information technology and education industries for over 30 years as both a principal and investor. He has served since 1996 as a Managing General Partner and Director of ITech Partners, L.P., a venture capital fund located in Menlo Park, California, which he founded, and has served since 2004 as Chairman of Transware PLC, a full-service provider of integrated globalization services located in Pleasanton, California. Mr. Grillos formerly served as a Managing Director at Robertson Stephens and Company, an investment bank venture capital firm located in Menlo Park, California, from 1988 through 1996, and with MVC Capital, Inc., a public venture capital fund founded by Mr. Grillos and located in Purchase, New York, as its Chief Executive Officer from 2000 through 2002 and Chairman of the Board from 2000 to 2003. From 1999 until 2002, Mr. Grillos served as Managing Member of Draper Fisher Jurvetson MeVC Management Company, LLC, an investment advisory firm located in Menlo Park, California. Mr. Grillos also served from 1993 until 2002 as a Director of SmartForce PLC (formerly CBT Systems), an e-learning software company that merged into Ireland-based SkillSoft Corporation in 2002, and also served as its Chief Operating Officer from 1998 until 1999. Mr. Grillos has also served since 2001 as a Director of FolioFN, Inc., an early stage financial services company located in Vienna, Virginia, and as a director of eVineyard, Inc. (now Wine.com, Inc.), an online wine retailer based in San Francisco, California, from 1999 to 2002 and as its Chairman of the Board from 1999 through 2001.
In connection with his roles as executive officer and/or director of SmartForce PLC (formerly CBT Systems), Mr. Grillos was named as a co-defendant in two shareholder lawsuits filed against the company. The first, In re CBT Group PLC Securities Litigation, was filed in 1998 in the United States District Court of the Northern District of California (case number C-98-21014-RMW), alleging violations of the federal securities laws, including misrepresentation or omission of material facts regarding the company's business and financial condition and prospects. CBT Systems reached a settlement with the shareholders which the court approved, and the litigation was dismissed with prejudice in 2004. The second shareholder lawsuit was a consolidation of six shareholder lawsuits under the caption In re SmartForce Securities Litigation in the United States District Court of the District of New Hampshire (case number 02-CV-544-B), which alleged that SmartForce misrepresented or omitted to state material facts in its SEC filings and press releases regarding its revenues and earnings and failed to correct such information, which are alleged to have artificially inflated the price of the company's securities. SmartForce reached a settlement with the shareholders which the court approved, and the litigation was dismissed with prejudice in 2004.
Mr. Grillos has held a variety of engineering and engineering management positions with the Institute for Computer Research at the University of Chicago from 1968 through 1972, and with the Bell Labs/Western Electric Company from 1965 through 1968. He holds an MBA from the University of Chicago and a BS from Illinois Institute of Technology. He has been a guest lecturer at the University of Chicago, Illinois Institute of Technology, and Santa Clara University, and has taught mathematics in the United States Marine Corps.
Laird Q. Cagan, Chairman of the Board of Directors
Mr. Laird Q. Cagan, age 49, has served on the Board of Directors of WorldSage Private since its inception, and was appointed as the Chairman of WorldSage upon consummation of the Merger. Mr. Cagan, is a co-founder and, since 2001, has been Managing Director of Cagan McAfee Capital Partners, LLC ("CMCP"), a merchant bank based in Cupertino, California. Since 2004, Mr. Cagan has also been a Managing Director of Chadbourn Securities, Inc., a NASD licensed broker-dealer and non-exclusive placement agent for WorldSage. He also continues to serve as President of Cagan Capital, LLC, a merchant bank he formed in 1990, the operation of which transitioned into CMCP. In addition to serving on the Board of WorldSage, Mr. Cagan has served or serves on the Board of Directors of the following companies: Evolution Petroleum Corporation, a Houston-based public company involved in the acquisition, exploration, development, and production of crude oil and natural gas resources (since 2003, where Mr. Cagan is also a co-founder and Chairman); AE Biofuels, Inc, an ethanol and biofuels company headquartered in Chicago, Illinois (since 2006, where Mr. Cagan is also a co-founder); Real Foundations, Inc., a real estate-focused consulting firm (from 2000 to 2004); Burstein Technologies, a development stage medical devices company (from 2005 to 2006); Pacific Asia Petroleum, Inc., a New York-based public company involved in the acquisition, exploration, development, and production of coal bed methane, natural gas and oil resources in China (since 2007, where Mr. Cagan was also a co-founder, CEO and President of Advanced Drilling Services, an entity that merged with Pacific Asia Petroleum, Inc. in 2007); Fortes Financial Corporation, an Irvine, California-based development stage company creating a mortgage bank (since 2007); and TWL Corporation, a Carrollton, Texas-based publicly-traded workplace training and education company (since 2007).
Mr. Cagan has been involved over the past 25 years as a venture capitalist, investment banker and principal, in a wide variety of financings, mergers, acquisitions and investments of high growth companies in a wide variety of industries. At Goldman, Sachs & Co. and Drexel Burnham Lambert Mr. Cagan was involved in over $14 billion worth of transactions. Mr. Cagan attended M.I.T. and received his BS and MS degree in engineering, and his MBA, all from Stanford University. He is a member of the Stanford University Athletic Board and Chairman of the SF Bay Chapter of the Young Presidents' Organization.
In 2006, WorldSage issued a secured promissory note with a one-year term bearing simple interest at six percent per annum to Mr. Cagan in exchange for a senior secured loan in the amount of $3.0 million (the "Cagan Loan"). In connection with the Merger, the Cagan Loan was amended to extend the maturity date to the earlier to occur of (i) the initial closing date of WorldSage's next equity financing(s) in which WorldSage raises an aggregate amount of at least $5.0 million (excluding conversion of debt) (a "Qualified Offering"), or (iii) December 31, 2008. Upon maturity in connection with a Qualified Offering, WorldSage shall repay the principal and accrued interest and fees to Mr. Cagan, and Mr. Cagan has agreed to purchase $1.0 million of WorldSage securities offered in the Qualified Offering following receipt of payment in full from WorldSage of the $3.0 million principal, plus accrued interest and fees, owed by WorldSage to Mr. Cagan under the Cagan Loan. In addition, following repayment of the Cagan Loan in full, Mr. Cagan has verbally agreed to loan to WorldSage up to $2.0 million on such terms and conditions as mutually agreed upon by Mr. Cagan and WorldSage.
Gail Babitt, Chief Financial Officer
Ms. Babitt, age 44, served as WorldSage Private's Chief Financial Officer since November 2007, and was appointed the Chief Financial Officer of WorldSage upon consummation of the Merger. Ms. Babitt has over 15 years of finance experience, with a focus on rapidly growing companies, corporate turnarounds and start-ups. Prior to joining WorldSage Private in October 2007, Ms. Babitt was the Chief Financial Officer for Pamida Stores Operating Co., LLC ("Pamida"), a national merchandiser operating over 200 stores in 16 states with annualized revenues in excess of $800M. While at Pamida, Ms. Babitt was responsible for accounting, finance, treasury, information technology and merchandise, planning, allocation and replenishment. A private equity firm recruited Ms. Babitt after it acquired ShopKo, Inc., the parent company of Pamida at that time, to separate the back-office functions and roll Pamida into a stand-alone corporation. In this role, Ms. Babitt assisted with the financial separation of Pamida from ShopKo, a sale-leaseback transaction for stores owned by Pamida and a stand-alone credit facility.
From 2004 until 2006, Ms. Babitt was a partner with Envision Management Group, Inc., a private consulting firm that provides financial consulting services across various industries. Ms. Babitt provided financial management for several companies, including DriveSol Worldwide, Inc., a Detroit-based automotive parts manufacturer with plants in Sweden, China and the U.S., and NationsRent Companies, Inc., a national retailer of equipment for rental or purchase.
From 2000 until 2004, Ms. Babitt served as Chief Financial Officer for Onstream Media Corporation ("Onstream"), a NASDAQ-listed digital asset management and streaming media company. Ms. Babitt was hired and successfully completed the evaluation of the operating units and created a plan to restructure operations resulting in the company achieving positive EBITDA. Ms. Babitt was responsible for accounting, finance, legal, human resources and risk management while at Onstream.
From 1999 until 2000, Ms. Babitt served as the VP of Finance NA and Corporate Controller for Telecomputing ASA, an applications service provider with operations in Norway, Sweden and the U.S. Ms. Babitt was hired to establish and manage the financial and legal operations in the U.S. and was additionally given the responsibility of controllership to provide guidance for the company's IPO, which was successfully completed on the Oslo Stock Exchange.
From 1997 until 1999, Ms. Babitt was employed as a Manager with in the Transaction Services Group of PricewaterhouseCoopers, providing financial due diligence for mergers and acquisitions supporting financial and strategic buyers and sellers. Clients consisted of Fortune 500 companies, private equity firms and companies completing roll-up IPOs.
From 1992 until 1997, Ms. Babitt worked for Ernst & Young and Price Waterhouse in the assurance and advisory practice. Ms. Babitt provided audit services for clients in diversified industries including entertainment, financial services, retail, technology and communication, with most of her clients being publicly-traded companies.
Ms. Babitt received her Bachelor of Science degree in accounting from Nova Southeastern University and her MBA from Boston University. Ms. Babitt is a Certified Public Accountant.
Dr. Barbara Kurshan, Co-Founder and Executive Vice President
Dr. Barbara Kurshan, age 59, co-founded WorldSage with the vision of creating a for-profit higher education system to address educational needs for the 21st Century. Upon consummation of the Merger, Dr. Kurshan became the Executive Vice President of WorldSage. Throughout her life, Dr. Kurshan has honed her vision of "what can be" using technology, while supporting the growth of new companies and developing new innovative software products. Dr. Kurshan has been involved with education and technology for over 30 years. She assisted in the development of the first children's software products for Microsoft, including "Creative Writer" and "Fine Artist," and also helped to create award-winning products for McGraw-Hill, Apple, and CCC (Pearson), among other companies. As a professor, she helped students research the impact of technology on learning. Dr. Kurshan also publishes articles based on her personal research exploring women's attitudes toward technology, how kids use computers, and new ways of learning through understanding. She has been quoted in many influential journals and serves as a reviewer and advisor to research projects for the National Science Foundation and other government and business groups. Through her venture fund, Core Learning Group, she invests in companies and entrepreneurs who are impacting learning and the education industry. Her current investment focus supports those exploring creative ways to address the No Child Left Behind Act and international private higher education.
In 2006, Dr. Kurshan was appointed and continues to serve as Executive Director of Curriki — the Global Education & Learning Community (GELC), where she is endeavoring to build a global community that will provide open source curricula just a "mouse click" away. In 1989, Dr. Kurshan founded, and currently serves as President of, Educorp Consultants Corporation, a Roanoke, Virginia-based consulting and development firm serving the strategic and investment needs of businesses and educational institutions. From 1998 through 2004, Dr. Kurshan co-founded and served as co-Chief Executive Officer of Core Learning Group, a private equity investment company located in Roanoke, Virginia, that focused on educational technology. Dr. Kurshan has served as a director to: FableVision, Inc., a multimedia and studio educational publisher located in Watertown, Massachusetts, since 2003; Headsprout, a provider of computer-based learning programs located in Seattle, Washington, from 2003 through 2006; InterScholastic Trading Company, LLC, a San Francisco, California-based seller of surplus goods from educational institutions, since 2006; and iEARN (International Education and Resource Network), a global non-profit organization of over 20,000 schools in more than 115 countries linking schools and students online, from 2003 through 2006.
Dr. Kurshan holds an Ed.D in Curriculum and Instruction with a concentration in Educational Technology from Virginia Tech University, an M.A. in Computer Science from Virginia Tech University, and a B.S. in Mathematics from Newcomb College, Tulane University. She has served as Director of Academic Computing and has taught computer science and education-related courses at Hollins College located in Roanoke, Virginia, and has taught at the Virginia Tech College of Education in Blacksburg, Virginia. From 2002 to 2004, Dr. Kurshan was appointed by Virginia Governor Mark Warner to serve on the Board of Advisors of the Virginia Business Education Partnership. Among her various honors, Dr. Kurshan received the Education Academic Society's "Making It Happen Award" in 2005, and the "Highest Leaf Award" from the Women's Venture Fund in 2005. She is also listed in "Who's Who in Technology Today."
Ken Years, Vice President of Business Performance
Mr. Kenneth Years, age 67, has been an advisor to WorldSage Private since July 2006 and Vice President of Business Performance since November 2007, a role Mr. Years continues to fill with WorldSage following the Merger. He has been active in post-secondary education as an owner operator for more than 15 years. In 1991, he and a partner bought a private for-profit post secondary school, and Mr. Years served as the managing partner for the first three years. In 1996, he was successful along with the help of the California Association of Private Post-secondary Schools in pressing for a recalculation of default rates due to a break down in the state's loan processing systems. It resulted in saving a substantial number of California schools from being wrongfully forced out of business. In 1998, he successfully raised venture capital to buy out his partner and to buy additional schools in the west. In 2001, Mr. Years became the COO of Campus Management, a leading provider of administrative solutions for higher education. During his tenure, he oversaw dramatic growth in revenues and a revamping of the business to provide extensive professional services. Mr. Years is currently the lead investor in developing and building two for-profit post-secondary schools in California.
Mr. Years also has an extensive background in high technology products for military, aerospace, industrial, and consumer markets. He progressed through all stages of business development during 15 years at Texas Instruments and rose from a design engineer to a P&L business manager. He gained merger and acquisition experience as a group VP at Loral where he became responsible for multiple businesses shortly after they were acquired. Over a 30 year period, Mr. Years gained broad international business experience in the Navy, at Texas Instruments, Loral, and as an executive at Monitor Technologies.
Mr. Years attended Rensselaer Polytechnic Institute and received a BEE, was a member of Tau Beta Pi, and was commissioned as a Navy officer. He later attended Stanford University on a full scholarship from Texas Instruments. He has been a member of the San Diego Young Presidents' Organization and has served in leadership roles in the American Electronics Association and the California Association of Private Post-secondary Schools.
Michael Ter-Berg, Head of European Business Development
Michael Ter-Berg, age 54, has been retained as a consultant to WorldSage Private since October 1, 2006, and continues to serve as WorldSage's Head of European Business Development following the Merger. Mr. Ter-Berg operates out of London, England, and has introduced to WorldSage several of the target schools WorldSage is currently pursuing.
Between 2003 and 2005, Mr. Ter-Berg was the CEO of Medic-to-Medic Ltd. (http://www.medic-to-medic.com), and was responsible for transforming a fledgling medical informatics company into a significant operating business. Under his leadership, the company recruited a new management team, entered into contracts with IT contractors and the NHS's National Programme for Information Technology worth more than Â£30 million, and was successfully sold. After serving as CEO of Medic-to-Medic Ltd., Mr. Ter-Berg served as an independent advisor and consultant to several companies from 2005 until he joined WorldSage in October 2006.
Between 1996 and 2003, Mr. Ter-Berg was the Director of Development of DMG Information, a division of the Daily Mail and General Trust plc, a UK-based media company listed on the London Stock Exchange (http://www.dmginfo.com). Initially hired to help define and implement investment strategy, Mr. Ter-Berg subsequently assisted in investing in and, in some cases managing, 20 high-growth international companies in the U.K., France, Germany, Belgium, Australia, India, U.S., and China in the following industry segments:
— Education & Careers: operating international schools, international student recruitment, recruitment publishing, events, and training. — Business to Business Information and software: risk management, property, insurance, environmental, veterinary, travel, marine information, Geographic Information Systems, offshore (India) software/data services.
Between 1995 and 1996, Mr. Ter-Berg ran his own consulting company, MEDIAVIEW, which provided media, financial, and technology strategic services in the U.K. and Russia. Between 1993 and 1995, he was a Publishing Director for New Media, an electronic education publishing company. Between 1991 and 1992, he was the corporate public relations and Account Director for David Barnfather Associates Ltd., a U.K.-based management company. Between 1987 and 1991, he held various corporate, financial, sales and marketing positions with Extel Financial. Between 1980 and 1987, he held various positions in the International Financial Publishing Group of Institutional Investor Inc. Between 1970 and 1980, he was in international advertising sales management with Alain Charles Publishing. Between 1976 and 1979, he was a credit analyst and management trainee in American Express Bank.
Mr. Ter-Berg has been a non-executive director of Chatham House China Committee, a geopolitical think tank including former U.K. government ministers and senior advisers that recommends policy on China.
Mr. Ter-Berg attended the MSc & Sloan Fellowship Programme at London Business School. He graduated from the University of Liverpool, B.Com with honors. He is fluent in English, French and German.
Michael McTeigue, Secretary
Michael McTeigue, age 57, was appointed the Secretary of WorldSage upon closing of the Merger after first serving as the Chief Financial Officer of WorldSage Private from its inception in 2006 to November 2007. Mr. McTeigue has more than twenty years' experience in the creation and management of new and emerging companies. He has been an independent affiliate of Cagan McAfee Capital Partners, LLP since July 2006, and is a registered agent with Chadbourn Securities, Inc., a NASD licensed broker-dealer and non-exclusive placement agent for WorldSage. Previously, Mr. McTeigue was Vice President of Business Development for Audible Magic Corporation, a digital media company located in Los Gatos, California, serving in such capacity from 2002 to 2006. Mr. McTeigue has also served as managing partner of MLM Consulting's JumpStart division from 1997 to 2002, located in San Mateo, California, where he assisted numerous early stage technology, internet, and medical devices companies in business strategy and planning and business development. In addition, Mr. McTeigue has served as part-time Chief Operating Officer of QuantaVision, Inc. ("Quanta Vision"), a medical diagnostics imaging technology company located in San Mateo, California, from 1998 to 1999.
From 1990 through 1997, Mr. McTeigue was President and Chief Executive Officer of SportSense, Inc. ("SportSense"), a technology company focused on sports performance training, located in Mountain View California, and served in 1989 and 1990 as Vice President of Strategic Planning for Taylor Made Golf Company located in Annecy, France. From 1987 to 1989, Mr. McTeigue was co-founder, Chief Financial Officer and Vice President of Business Development for Norian Corporation ("Norian"), a medical biomaterials company located in Mountain View, California which was later sold to Synthes.
Mr. McTeigue has served on the boards of directors of Norian from 1987 to 1988, SportSense from 1990 to 1997, VoiceofDance.com, an online resource for dance located in Kentfield, California, from 2001 to 2002, and Child Advocates of Silicon Valley, a Milpitas, California-based volunteer organization supporting the needs of abused and neglected children, from 1997 to 2003.
Mr. McTeigue graduated Phi Beta Kappa with a BA in Psychology from UCLA and earned his MBA from Stanford University Graduate School of Business.
This press release contains certain forward-looking statements relating to WorldSage. These statements and other statements contained in this press release that are not purely historical fact are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on management's beliefs, certain assumptions and current expectations. Words such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)," and similar expressions and statements about WorldSage's market opportunities, future plans and performance, objectives and expectations with respect to future operations and post-secondary educational institution consolidation activities, and financial projections and estimates and their underlying assumptions, are all forward-looking statements subject to risks and uncertainties, including, but not limited to: the timing and success of post-secondary educational institution acquisition and consolidation efforts; student and faculty acceptance, endorsement, and use of the WorldSage system; regulatory matters; the ability to recruit and retain highly-qualified employees, consultants and advisors; WorldSage's ability to raise working capital and WorldSage's need for additional capital to pursue its business strategy; competitor activities; WorldSage's lack of operating revenue and earnings history; and WorldSage's status as a non-reporting company that does not make periodic filings with the Securities and Exchange Commission. Readers are cautioned not to place any undue reliance on these forward-looking statements. Actual results may differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. The forward-looking statements contained in this press release are made as of the date hereof, and WorldSage does not undertake an obligation to update any forward-looking statements to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.
More information about WorldSage can be found at the company's website, http://www.WorldSage.com.
SOURCE WorldSage, Inc.