Apex and Cybex Merger Declared Effective by SEC.Business Editors & High-Tech high-tech also hi-tech adj. Informal Of, relating to, or resembling high technology. high-tech Adjective same as hi-tech Adj. 1. Writers REDMOND Redmond, city (1990 pop. 35,800), King co., W Wash., a suburb of Seattle, on Lake Sammamish; inc. 1912. Its economy centers around computer software (Microsoft Corp. , Wash., and HUNTSVILLE, Ala ALA aminolevulinic acid. Ala alanine. ala (a´lah) pl. a´lae [L.] a winglike process. .--(BUSINESS WIRE)--June 2, 2000 Apex Inc. (Nasdaq:APEX) and Cybex Computer Products Corporation (Nasdaq:CBXC) announced today that the registration statement on Form S-4 that contains the joint proxy statement/prospectus with respect to the proposed merger of Apex and Cybex has been declared effective by the Securities and Exchange Commission. The companies also announced that the pre-merger waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976 applicable to the merger has expired ex·pire v. ex·pired, ex·pir·ing, ex·pires v.intr. 1. To come to an end; terminate: My membership in the club has expired. 2. , and that a similar waiting period under Irish law has been terminated without any action by Irish authorities. Apex and Cybex expect to mail their respective proxy statements Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. to shareholders on or about June 5, 2000. The special shareholders meetings for Apex and Cybex are scheduled for June 30, 2000. FORWARD-LOOKING STATEMENTS forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These include statements regarding the anticipated date for the shareholder meetings to approve the merger. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with the regulatory and shareholder approvals required in connection with the merger. Other factors that could cause operating and financial results to differ are described in the two companies' Securities and Exchange Commission filings, including their Forms 10-K and 10-Q and the Aegean Sea Aegean Sea, Gr. Aigaion Pelagos, Turkish Ege Denizi, arm of the Mediterranean Sea, c.400 mi (640 km) long and 200 mi (320 km) wide, off SE Europe between Greece and Turkey; Crete and Rhodes mark its southern limit. Inc. Form S-4, and include other risks detailed from time to time in their reports to be filed with the SEC. Neither Apex nor Cybex undertakes any obligation to publicly release the result of any revisions to forward-looking statements that may be made to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" or to reflect the occurrence of unanticipated events. ADDITIONAL INFORMATION AND WHERE TO FIND IT Aegean Sea Inc., the new parent company of Apex and Cybex following the merger, filed with the SEC a registration statement on Form S-4 on March 31, 2000 (file no. 333-33768). In connection with the merger, Apex and Cybex expect to mail a joint proxy statement/prospectus, which is part of the registration statement, to shareholders of Apex and Cybex containing information about the merger. Shareholders of Apex and Cybex are urged to read the joint proxy statement/prospectus included in the registration statement and any other relevant documents filed with the SEC. The joint proxy statement/prospectus contains important information about Apex, Cybex, the merger, the persons soliciting proxies related to the merger, and related matters that should be considered by shareholders before making any decision regarding the merger and related transactions. The registration statement and other documents filed with the SEC are available free of charge on the SEC website at www.sec.gov and from the Apex and Cybex contacts listed above. In addition to the registration statement and the joint proxy statement/prospectus, Apex and Cybex file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Apex or Cybex at the SEC Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , Chicago, and Illinois Illinois, river, United States Illinois, river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway. . Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Apex's and Cybex's filings with the commission are also available free of charge to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov. These documents may also be obtained from the Apex and Cybex contacts listed above. PERSONS INVOLVED IN THE SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual ON BEHALF OF APEX In connection with the proposed merger, Apex will solicit proxies from its shareholders to approve the merger. Apex, its officers and directors and Aegean Sea Inc., the new parent company in the proposed merger, may be deemed to be participants in the solicitation of proxies from Apex's shareholders or from Cybex's shareholders with respect to the merger involving Apex and Cybex. The members of Apex's Board of Directors and the officers of Apex who may participate in the solicitation of proxies are identified in the communication filed by Apex on June 2, 2000, pursuant to Rule 425. Information regarding these officers and directors and their affiliations is included in Apex's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 1999. These documents are available free of charge at the SEC's website at www.sec.gov and from the Apex contact listed above. Certain officers and directors of Apex may have direct or indirect interests in the merger by virtue of their security holdings or otherwise that are different from or in addition to the interests of Apex shareholders. You should read the section of the Registration Statement on Form S-4 filed by Aegean Sea Inc. on March 31, 2000 (SEC File No. 333-33768), entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: "The Mergers -- Interests of Apex directors, officers and affiliates in the mergers" for a detailed discussion of these interests. PERSONS INVOLVED IN THE SOLICITATION ON BEHALF OF CYBEX In connection with the proposed merger, Cybex will solicit proxies from its shareholders to approve the merger. Cybex, its officers and directors and Aegean Sea Inc. may be deemed to be participants in the solicitation of proxies from Cybex's shareholders or from Apex's shareholders with respect to the merger involving Apex and Cybex. The members of Cybex's Board of Directors and the officers of Cybex who may participate in the solicitation of proxies are identified in the communication filed by Apex on June 2, 2000, pursuant to Rule 425. Information regarding these officers and directors and their affiliations is included in the Registration Statement on Form S-4 filed by Aegean Sea Inc. on March 31, 2000 (SEC File No. 333-33768), or in Cybex's Annual Report on Form 10-K for the year ended March 31, 1999. These documents are available free of charge at the SEC's website at www.sec.gov and from the Cybex contact listed above. Certain officers and directors of Cybex may have direct or indirect interests in the merger by virtue of their security holdings or otherwise that are different from or in addition to the interests of Cybex shareholders. You should read the section of the Registration Statement on Form S-4 filed by Aegean Sea Inc. on March 31, 2000 (SEC File No. 333-33768), entitled "The Mergers -- Interests of Cybex directors, officers and affiliates in the mergers" for a detailed discussion of these interests. |
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