@pos.com, Inc. Announces Acceptance for Purchase and Payment for Its Shares by Symbol Acquisition Corporation.Business Editors/High-Tech Writers SAN JOSE San Jose, city, United States San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850. , Calif.--(BUSINESS WIRE)--Sept. 17, 2002 @pos.com, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :EPOS (Electronic Point Of Sale) See point of sale. ) announced today that Symbol Acquisition Corp., a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Symbol Technologies, Inc. has accepted for purchase and payment, pursuant to its tender offer for all of the outstanding shares of common stock of @pos at $0.46 per share net to the seller in cash, all shares of @pos which were validly tendered and not withdrawn as of the expiration of its tender offer at 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on September 16, 2002. @pos believes that approximately 9,537,664 of its shares, or 85.4% of the total issued and outstanding @pos shares, were validly tendered pursuant to the tender offer and not withdrawn (including shares tendered pursuant to a guarantee of delivery). Payment for the tendered shares accepted in the offer will be made as soon as practicable following the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of the offer. On September 16, 2002, Symbol also exercised the conversion feature of the Convertible Promissory Note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. executed by @pos and Crossvue, Inc., a subsidiary of @pos, in favor of Symbol on August 12, 2002 with respect to an aggregate amount of outstanding principal and interest of $2,100,000. Upon conversion of such amount of the convertible promissory note, Symbol became entitled to receive 9,780,270 shares of @pos common stock. The tender offer will be followed by a merger of Symbol Acquisition Corp. with and into @pos. Since the shares acquired pursuant to the tender offer, together with the shares issuable upon the conversion of the convertible promissory note, exceed 90% of the total outstanding common stock of @pos, Symbol Acquisition Corp. will merge itself into @pos without a vote of @pos stockholders. Pursuant to the merger, those @pos stockholders who did not tender their shares in the tender offer and who do not seek appraisal of their shares pursuant to applicable law will have their shares converted into the right to receive $0.46 per share net to each stockholder in cash. Payment of such amount will be made following the merger upon proper presentation of certificates representing their shares to U.S. Stock Transfer Corporation, the paying agent Paying Agent An agent who accepts payments from the issuer of a security and then distributes the payments to the holders of the security. Also known as a "disbursing agent. for the merger, together with a properly completed letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . About @pos.com @pos.com, Inc. (OTCBB:EPOS) is a leader in secure, interactive electronic transaction technologies. @pos delivers technologies that include signature capture pads, web-enabled platforms, smart card interfaces, and encryption engines supporting DES and Triple DES, in addition to offering an extensive suite of software tools. @pos currently markets its products to the retail, government and banking segments for applications that include electronic signature capture, debit and credit payments. For more information, see www.atpos.com, email to info@atpos.com, or call 408/468-5400. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement The matters discussed in this news release include forward-looking statements which are subject to various risks, uncertainties and other factors that could cause actual results to vary materially from the results anticipated in such forward looking statements. Such risks, uncertainties and other factors include, but are not limited to, the possibility that the tender offer for our common stock may not be completed, material adverse change in @pos, and other risks as detailed from time to time in SEC reports and filings by @pos. These forward-looking statements represent @pos' judgment as of the date of this release. @pos disclaims any intent or obligation to update these forward-looking statements. |
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