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.
Oryx Technology Corp.
Philip Micciche, 408-979-2955
Copyright Business Wire 2009
