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I.I.S. Intelligent Information Systems Ltd. Reports Notice of General Meeting and Intention to Voluntary Liquidate.


RAMAT GAN Ramat Gan (rä`mät gän), city (1994 pop. 122,200), W central Israel, adjacent to Tel Aviv. Founded in 1921, Ramat Gan is an important industrial center. Food processing is the chief industry; construction materials are also made there. , Israel -- I.I.S. Intelligent Information Systems Ltd. (OTC OTC

See: Over-the-counter.


OTC

See over-the-counter market (OTC).
 BB: IISLF.OB).

I.I.S. Intelligent Information Systems Ltd. ("IIS (Internet Information Services) Microsoft's Web server. IIS runs under the server versions of Windows, adding HTTP server capability to the Windows operating system. " or the "Company") today announced that its board of directors decided last night to convene a general meeting of shareholders to consider and approve the voluntary liquidation Voluntary liquidation

Liquidation proceedings that are supported by a company's shareholders.
 of the Company.

The only operating assets Operating Assets

Another term for working capital.
 of the Company are minority holdings in StoreAge Networking Technologies, Ltd. and Enargis Storage Solutions Ltd. (see below -"About IIS"). As of June 15 2004 the Company had approximately $200,000 in cash and short-term investments and no foreseeable prospects of income. The board of directors believes that it is in the Company's best interests and those of its shareholders not to use the Company's remaining cash to pay legal, auditing, listing fees, director and officer fees and compensation, to maintain directors and officers liability insurance Directors and Officers Liability Insurance is insurance payable to the directors and officers of a company to cover damages or defence costs in the event they are sued for wrongful acts while they were with that company. , or for other ongoing company expenses which can be avoided or reduced by voluntary liquidation, without harming the ability to realize in the future the value of the Company's minority holdings in StoreAge and Enargis. The only remaining purpose of the Company is to achieve the greatest possible return on these assets. The Company believes that its holdings in StoreAge may have significant value but the current realization value is not attractive. From time to time StoreAge has been involved in contacts with prospective purchasers but these contacts have not yet resulted in any definitive offer or agreement. Consequently, it would be beneficial to the Company and its shareholders to continue to hold this asset until an attractive exit alternative can be found and the voluntary liquation liquation

Technique for separating constituents of an ore, metal, or alloy by partial melting. When the material is heated to a temperature where one of the constituents melts and the other remains solid, the liquid constituent can be drained off.
 of the Company would allow the Company to continue to manage this investment at the lowest possible cost until such time. Without voluntary liquidation, the financial resources of the Company may be exhausted by year end 2004. In addition, due to the Company's financial situation, it has not been able to retain most of its directors or to locate new directors in order to comply with applicable legal requirements regarding board of directors and audit committee composition.

The board of directors carefully reviewed the business affairs of the Company and is of the opinion that the Company can pay its debts within twelve months from the commencement of the voluntary liquidation. This is in part due to the fact that the directors of the Company, who have not received any compensation from the Company since April 2003 have agreed that this compensation will be paid only out of receipt of proceeds from the sale/exit of the Company's holdings in StoreAge or Enargis or from raising additional financial resources.

The directors of the Company have agreed to file the appropriate affidavit of solvency with the Israeli Registrar of Companies The introduction to this article provides insufficient context for those unfamiliar with the subject matter.
Please help [ improve the introduction] to meet Wikipedia's layout standards. You can discuss the issue on the talk page.
 prior to convening the general meeting of shareholder and, consequently, the voluntary liquidation, if approved by the Company's shareholders, can be performed by the liquidators without court intervention.

Under Israeli law Israeli law

Legal practices and institutions of modern Israel. The ancient people of Israel created the law of the Torah and the Mishna (the latter was later incorporated into the Talmud).
, upon approval of the voluntary liquidation by our shareholders, no transfer of shares will be permitted without the consent of the liquidators. Consequently, there will be no public market for our shares.

The Board of Directors has recommended that two of the current directors of the Company, Robi Hartman and Aharon Jacobowitz, act as liquidators of the Company and that all decisions will require the consent of both liquidators.

The Company intends to convene a General Meeting of Shareholders on July 29, 2004 (with a record date of June 29, 2004) for the purpose of receiving the Directors' Report and Financial Statements, appointment of auditors and to consider and approve the voluntary liquidation of the Company, to appoint the liquidators and to determine their compensation.

In connection with the voluntary liquidation (if approved by the shareholders), the Company also intends to seek no-action relief from the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  Securities and Exchange Commission with respect to certain reporting requirements under the Securities Exchange Act of 1934 in order to reduce the operating costs operating costs nplgastos mpl operacionales  of the Company relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 these reporting requirements. There can be no assurance that this relief will be received.

About IIS

I.I.S. owns a 38.9% (approximately 30% on a fully diluted basis) interest in StoreAge Networking Technologies, Ltd. (http://www.storeage.com), a leader in Storage Virtualization Treating storage as a single logical entity without regard to the hierarchy of physical media that may be involved or that may change. It enables the applications to read from and write to a single pool of storage rather then individual disks, tapes and optical devices.  Management technology which develops and provides storage networking solutions to the enterprise market with a focus on Storage Area Network (SAN) architecture, and, 25% interest in Enargis Storage Solutions Ltd. (http://www.enargis.com), which designs, develops and provides enterprise storage solutions based on Internet Small Computer Systems Interface ("iSCSI") technology. Enargis's products are customized software implementation projects for the development and integration of iSCSI interface into existing storage devices and a family of comprehensive IP storage testing tools for iSCSI protocol analysis of SAN devices.

This release contains historical information and forward-looking statements. Statements looking forward in time are included in this release 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.
" provision 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. They involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from any future performance suggested herein. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company's control. In the context of the forward-looking information provided in this release and in other releases and reports by the Company, please refer to the discussions of risk factors detailed in, as well as the other information contained in, the Company's filings with the Securities and Exchange Commission during the past 12 months.
COPYRIGHT 2004 Business Wire
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Publication:Business Wire
Geographic Code:7ISRA
Date:Jun 22, 2004
Words:937
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