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New Authentidate Files Preliminary Proxy and Registration Statement on Form S-4
Friday, August 15, 2008 12:27 PM
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BERKELEY HEIGHTS, N.J. and BOULDER, Colo., Aug. 15 /PRNewswire-FirstCall/ -- Authentidate Holding Corp. (Nasdaq: ADAT), a worldwide provider of secure workflow management software and web-based services, and Parascript, LLC, an image analysis and pattern recognition software provider, today announced that Authentidate has filed a joint proxy statement/prospectus with the Securities and Exchange Commission for the special meetings of Authentidate and Parascript to consider approval of the merger. The registration statement on Form S-4 also covers the shares to be issued in the proposed merger.

The S-4 was filed by AHC Group Inc., the new subsidiary formed by Authentidate to implement the agreement and plan of merger. Stockholders of Authentidate and unitholders of Parascript are encouraged to read the filing, which contains important information relating to the proposed merger and the companies' businesses and operations.

The registration statement has not yet become effective and the information contained in the filing is subject to change. After the registration statement has been declared effective, a definitive joint proxy statement/prospectus will be mailed to the shareholders of Authentidate and unitholders of Parascript.

Interested parties may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (www.sec.gov) filed under company name 'AHC Group Inc.' Interested parties may also obtain these documents, free of charge, from the Company's website (www.authentidate.com) under the tab 'Investor Relations' and then under the heading 'SEC Filings.'

Not a Proxy Statement

This press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Authentidate or the unit holders of Parascript and does not constitute an offer of any securities of New Authentidate for sale. Any solicitation of proxies will be made only by the joint proxy statement/prospectus of New Authentidate, Authentidate and Parascript that will be mailed to all security holders promptly after it is declared effective by the SEC. The joint proxy statement/prospectus will contain important information on the transaction. Investors and security holders of Authentidate and Parascript are urged to read the joint proxy statement/prospectus and the relevant materials when they become available.

Proxy Solicitation

Authentidate and Parascript and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Authentidate stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Authentidate stockholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus filed with the SEC as described above. You can also find information about Authentidate's executive officers and directors in its definitive proxy statement filed with the SEC on March 28, 2008. Free copies of the March 28, 2008 definitive proxy statement are available from the SEC's web site at www.sec.gov and from Authentidate using the contact information above.

About Authentidate Holding Corp.

Authentidate Holding Corp. is a worldwide provider of secure workflow management software and web-based services. The company's automated and trusted workflow solutions enable enterprises and office professionals to employ rules-based electronic forms, intelligent routing and transaction management, electronic signing, content authentication, identity credentialing and verification and web and fax based communication capabilities. Customer benefits from the company's offerings include increased revenues, reduced costs, improved productivity and service levels, automated audit trails, enhanced compliance with regulatory requirements and the reduction of paper- based processes. The company has offices in the United States and Germany. In the United States we offer our patent pending content authentication technology in the form of the United States Postal Service(R) Electronic Postmark(R) (EPM).

About Parascript

The Parascript image analysis suite extracts meaningful information from images. Employing patented digital image analysis and pattern recognition technologies, the Parascript image analysis suite automates costly data entry and improves decision quality in medical imaging, postal and payment automation, fraud detection and forms processing operations. Parascript software processes over 100 billion imaged documents per year. Fortune 500 companies, postal operators, major government and financial institutions rely on Parascript products. Organizations include the U.S. Postal Service, Bowe Bell & Howell, CheckFree -- now part of Fiserv, Elsag, Lockheed Martin, NCR, Siemens and Unisys.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. New Authentidate, Authentidate and Parascript desire to avail themselves of certain 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995 and are therefore including this special note to enable them to do so. When used in this release, the words 'believe,' 'anticipate,' 'think,' 'intend,' 'plan,' 'will be,' 'expect,' and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of New Authentidate, Authentidate and Parascript are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the Company to differ materially from any forward-looking statement. These risks and uncertainties include, but are not limited to, those set forth under 'Risk Factors' in the joint proxy statement/prospectus. Such risks and uncertainties may be detailed from time to time in the reports filed with the SEC by New Authentidate and Authentidate. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by New Authentidate or Authentidate or any other person that the objectives and plans of New Authentidate or Authentidate will be achieved.

    For: Authentidate Holding Corp.
    Investor Contacts:                     Media Contacts:
    Todd Fromer / Garth Russell            Erika Kay
    KCSA Worldwide                         KCSA Worldwide
    212-896-1215 / 212-896-1250            212-896-1208
    tfromer@kcsa.com / grussell@kcsa.com   ekay@kcsa.com
    For: Parascript, LLC
    Jeffrey Gilb
    Chief Executive Officer
    303-381-3100
    jeff.gilb@parascript.com

SOURCE Authentidate Holding Corp.; Parascript, LLC

(Source: PR Newswire )



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