REDMOND, Wash.--(BUSINESS WIRE)--Dec. 16, 2002--Applied
Microsystems Corporation (Nasdaq:
APMC) today reported that its board
of directors has unanimously decided to recommend to shareholders that
the Company be liquidated.
In early September of 2002, the Company agreed to sell its
embedded systems development tools business to a third party in an
asset sale transaction that was subsequently approved by shareholders.
In mid-October of 2002, the Company announced that it had negotiated a
buyout of its remaining obligations under a multi-year facilities
lease, which enabled it to accelerate its search for development-stage
funding for its Libra Networks business. Libra Networks represents an
expansion into development of hardware and software products aimed at
end-user markets -- specifically, corporate data centers.
"Though we have made solid progress on Libra development efforts,
the overall funding environment, coupled with our corporate structure,
pose significant challenges to our ability to fund Libra Networks at
this time," stated Stephen J. Verleye, President and CEO of Applied.
"We previously advised our shareholders that our board would consider
liquidation if it appeared to be the course of action most likely to
optimize shareholder value. The feedback we have received from a
variety of potential funding sources now leads us to conclude that
liquidation is in fact the better alternative."
The Company's board of directors has appointed an independent
committee, consisting of directors Elwood D. Howse, Jr. and Charles H.
House, to oversee the process of selling the Libra Networks assets.
This committee has been empowered to engage a financial advisor to
assist it in this process.
Liquidation of a corporation is a complex process, and requires
shareholder approval. Applied plans to prepare a proxy statement as
soon as practicable that will provide additional information and will
submit a plan of liquidation and dissolution to its shareholders for
approval. Even after shareholder approval of the plan of liquidation
and dissolution, liquidation distributions to shareholders, if any,
may be delayed for a lengthy period of time to allow the Company to
sell any remaining assets (such as the Libra Networks intellectual
property), and to discharge or make provision for satisfaction of the
claims of known and contingent creditors (including indemnification
obligations arising from the sale of the Company's embedded systems
development tools business). The Company is currently unable to
predict the amount of any potential distribution to shareholders or
the timing of any such distribution.
Applied also announced that one of its directors, Lary L. Evans,
has resigned from its board of directors. Mr. Evans was the majority
owner of Reba Technologies, Inc., from which the Company purchased a
portion of its Libra Networks intellectual property in May of 2002.
Forward-looking statements in this press release are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
various risks and uncertainties that could cause actual results to
differ materially from historical results or those anticipated or
stated or implied by such forward-looking statements. These factors
include, without limitation, the Company's ability to effect an
orderly wind down of its operations and to implement the plan of
liquidation and dissolution in a timely manner, its ability to resolve
any claims against it, its ability to sell certain of its remaining
assets to generate cash to satisfy its obligations, its ability to
maintain sufficient cash which could be distributed to its
shareholders, its ability to retain the services of key employees or
consultants to complete the wind down process or the sale of certain
assets, its obligation to incur substantial expenses in complying with
public company reporting and regulatory requirements, and other risks
and uncertainties detailed from time to time in the Company's filings
with the Securities and Exchange Commission.
CONTACT: Applied Microsystems Corporation Rob Bateman, CFO, 425/882-5683 Email Contact