Applied Microsystems Announces Purchase of REBA Technologies, Inc.Business Editors/High-Tech Writers REDMOND, Wash.--(BUSINESS WIRE)--May 23, 2002 Applied Microsystems Corporation (Nasdaq:APMC APMC Application (Server) for Mail and Calendaring APMC Asia-Pacific Microwave Conference APMC Advanced Program Management Course APMC Amicale Philatélique et Marcophile Colmarienne APMC Afloat Personnel Management Center ) today announced that it has completed its acquisition of REBA Technologies, Inc. on terms in line with the previously announced letter of intent. REBA's patent-pending technology is focused on enhancing the operation of server farms for enterprises, Application Server Providers and Network Service Providers. The acquisition consideration received by REBA's shareholders consisted of an aggregate of 350,000 shares of Applied's common stock plus an aggregate principal amount of $178,000 of promissory notes 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. , due May 22, 2004, and bearing interest at the rate of 6% annually. At the closing of the transaction, certificates and notes representing 50% of the aggregate merger consideration were placed into escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. for the purpose of securing the indemnification obligations of the REBA shareholders. Applied did not acquire any personnel, tangible assets Tangible Asset An asset that has a physical form such as machinery, buildings and land. Notes: This is the opposite of an intangible asset such as a patent or trademark. Whether an asset is tangible or intangible isn't inherently good or bad. , or known liabilities in the transaction. Because Lary Evans is a director of Applied Microsystems and was a majority stockholder of REBA's outstanding shares, the negotiation of the terms of the acquisition was handled by an independent committee of Applied's Board of Directors composed of disinterested Free from bias, prejudice, or partiality. A disinterested witness is one who has no interest in the case at bar, or matter in issue, and is legally competent to give testimony. directors. This committee engaged an independent valuation firm to provide a basis for negotiations, and ultimately recommended that the transaction be approved by the Company's entire Board of Directors. "We are excited about the opportunity to now focus greater attention on developing products for corporate data centers," said Stephen J. Verleye, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Applied. "We plan to provide further information about product plans utilizing REBA technology as soon as we can." Applied Microsystems has a 23-year track record as a leading developer of tools and technology for embedded systems Embedded systems Computer systems that cannot be programmed by the user because they are preprogrammed for a specific task and are buried within the equipment they serve. . Increasingly, embedded systems technology is at the core of new capabilities in the commercial communications and computing markets -- in applications such as storage area networks, networking appliances, communications and networking equipment. While Applied has historically been a developer of tools for use by embedded systems developers, the REBA acquisition represents an expansion into development of hardware and software products aimed at end-user markets -- specifically, corporate data centers. The company can be reached at P.O. Box 97002, Redmond, WA 98073-9702; by phone at 800/426-3925; or by e-mail at info@amc.com. Visit Applied on the Web at www.amc.com. 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. in this press release are made pursuant to the 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. provisions of 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 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 ability of the Company to integrate the REBA technology into its development plans, the ability of the Company to successfully develop hardware and software to be used in markets such as enterprise server farms and internetworking equipment using intellectual property acquired in the transaction, market acceptance for planned products and services, relationships with third parties, sufficient availability and retention of qualified personnel, ability of the Company to maintain/improve gross margins and operating margins Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: on its existing products and service while shifting its research and development focus to include hardware and software aimed at end-user markets, the overall economic climate of the businesses and geographies in which the Company operates, availability of sufficient resources, and other risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. |
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