HTE Files Action To Confirm Redemption Of Tyler's Shares.Business Editors/Technology Writers LAKE MARY Lake Mary may refer to:
H.T.E., Inc. (Nasdaq:HTEI) today announced that it filed an action in Seminole County, Florida Seminole County is a county located in the U.S. state of Florida and part of the Orlando-Kissimmee Metropolitan Statistical Area (MSA). It is located in the central part of Florida between Orlando to the south and DeLand/Daytona Beach to the north. Circuit Court for a Declaratory Judgment declaratory judgment In law, a judgment merely declaring a right or establishing the legal status or interpretation of a law or instrument. It is binding but is distinguished from other judgments or court opinions in that it includes no executive element (an order that to uphold its rights, under Florida law, to redeem 5,618,952 shares of its common stock from Tyler Technologies, Inc. ("Tyler"). The Company in effect is asking the court to confirm its actions to redeem the stock pursuant to state statutes. Tyler purchased the shares in 1999 in a control shares acquisition, as defined in Florida's control shares statute. The shares are deemed "control shares" under Florida law since their purchase exceeded percentage thresholds specified in the statute. Control shares do not have voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. unless the issuer's shareholders approve a resolution conferring voting rights. At HTE's 2000 annual shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. , HTE's shareholders voted not to confer voting rights on Tyler's shares. Under Florida law, the issuer pursuant to procedures adopted by the issuer may redeem control shares that are not granted voting rights. On October 29, 2001, HTE HTE Hírközlési És Informatikai Tudományos Egyesület (Hungary) HTE High Temperature Electronics HTE HazMat Trucking Enforcer (software) HTE HighTech Engineering HTE High Tension Electrode HTE High Turnover of Employees effected the redemption by delivering notice to Tyler and depositing the total amount of the purchase price with an escrow agent escrow agent n. a person or entity holding documents and funds in a transfer of real property, acting for both parties pursuant to instructions. Typically the agent is a person (commonly an attorney), escrow company or title company, depending on local practice. (See: escrow) . Tyler subsequently sent a letter to HTE and issued a press release on October 30, 2001 asserting that it was still an HTE shareholder and that HTE actions were "invalid and contrary to Florida law". Bernard Markey, HTE's Chairman, stated "HTE has filed this action so that once and for all we remove any possible cloud of uncertainty as to HTE's right to redeem these control shares. Before exercising our rights, we sought opinions from two separate legal firms that researched the Florida statutes in reference to our ability to redeem Tyler's shares. We also engaged the services of a national investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. to assist HTE's board of directors in establishing a fair value for Tyler's large block of non-voting stock." Based on the analysis and recommendation by the investment bankers, the Company established a redemption price Redemption price See: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. for the shares of $1.30, which represents a 17.5% discount from the average closing share price for the ten trading days commencing on October 15, 2001 and ending on October 26, 2001. The Company reaffirms that under Florida law, Tyler's shares are no longer considered issued and outstanding and all rights with respect to them have ceased, other than Tyler's right to receive the $7,304,637.60 held in an escrow account on Tyler's behalf. The Company has instructed its transfer agent to put a stop transfer order on all Tyler shares. HTE Inc. HTE Inc., a proven leader in government information technologies, provides a broad range of innovative software solutions to more than 2,200 government offices, agencies and utility companies throughout North America. The company's products address the wireless computing requirements of a rapidly changing public sector market and support the end-to-end delivery of e-government access to citizens and businesses. Founded in 1981, the company is headquartered near Orlando, Florida. Additional information is available at http://www.hteinc.com or by calling HTE Marketing Services at 1.800.727.8088. This press release contains "forward-looking statements" within the meaning 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 that involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially from those expected are the following: business and general economic conditions; competitive factors, such as pricing, new products and marketing efforts of rival companies; the timing and magnitude of software sales; customer acceptance of new or enhanced product offerings; integration of new technologies; delays in product delivery; the ability to recruit and retain qualified personnel; and other factors discussed from time to time in reports filed by HTE with the Securities and Exchange Commission, including risks summarized in HTE's latest 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. . HTE undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made. |
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