Date: Nov 27, 2009 Source: Business Wire (
click here to go to the source)
MORGAN HILL, Calif.--(BUSINESS WIRE)--Oryx Technology Corp. (Pink Sheets:ORYX), announced today that its Board of Directors (the "Board") and its stockholders have determined that it is in the best interests of the Company to liquidate the Company's assets and to dissolve the Company. In connection with this determination, the Company's Board unanimously approved a Plan of Dissolution of the Company (the "Plan of Dissolution") and stockholder approval subsequently took place on or about October 16, 2009, with more than 60% of the Company's outstanding shares voting to approve such dissolution upon written consent without a meeting, all as provided under Delaware law.
The Plan of Dissolution contemplates an orderly wind down of the Company's business and operations. The Company filed a certificate of dissolution today October 27, 2009, its record date for determining stockholders entitled to share in its distribution of assets, if any. On the record date, the Company instructed its transfer agent to close its stockholder record books and cease securities transfers at the end of day when the market closes. Effective with the stockholders' action approving the dissolution, the Company ceased all operations other than those related to the shutdown. The Company intends to satisfy or resolve all its remaining known liabilities and obligations, including contingent liabilities, costs associated with the liquidation and dissolution, and has made reasonable provisions for unknown claims and liabilities. This includes payment of approximately $18,750 to its preferred stockholders, which amount represents the liquidation value of such preferred shares. Thereafter, the Company intends to distribute its remaining cash and/or other assets, if any, to its common stockholders as of the record date, on a pro rata basis.
All such distributions will be subject to applicable legal requirements. The Company has analyzed its assets' liquidation value and currently estimates that the value of any distributions to common stockholders is likely to be nominal. After providing for the above liabilities, the Company believes the only assets available for distribution to stockholders will be its direct holdings of S2 Technologies, a private, closely held company offering embedded systems design software. If the Company chooses to sell its S2 holdings for fair market value, in lieu of distributing the shares directly to shareholders it would then distribute the cash value thereof. At this time the Company cannot determine the value of its S2 Technologies but it presently expects same to be nominal, if any. The total amount of any distributions will also be based on a number of factors, including the resolution of outstanding known and contingent liabilities, the possible assertion of claims that are currently unknown to the Company and costs incurred to wind down the Company's business.
The Company contemplates promptly sending a formal notice of these actions to all stockholders. In the interim, investors are urged to contact Philip Micciche for any questions.
Forward-Looking Statements
This press release contains certain forward-looking statements which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements, or industry results, to differ materially from the Corporation's expectations of future results, performance or achievements expressed or implied by such forward-looking statements. These risks include the risk that the Corporation may incur additional liabilities, that may have liabilities about which it is not currently aware, that the value of non-cash assets could be lower than anticipated or worthless, and that the cost of settlement of liabilities and litigation matters could be higher than expected, all of which would impact the Corporation's ability to make any distributions to stockholders, as well as the estimated amount and timing of distributions as described in this proxy statement. Although the Corporation believes that the expectations reflected in any forward-looking statements are reasonable, it cannot guarantee future events or results. Except as may be required under federal law, the Corporation undertakes no obligation to update publicly any forward looking statements for any reason, even if new information becomes available or other events occur.
Contacts
Oryx Technology Corp.
Philip Micciche, 408-979-2955
