ePresence Announces Filing of Articles of Dissolution, Closing of Stock Transfer Books and Initial Distribution to Shareholders.Business Editors/High-Tech Writers WESTBORO, Mass.--(BUSINESS WIRE)--June 14, 2004 ePresence, Inc. announced that, in accordance with the plan of complete liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy and dissolution adopted by its shareholders on June 3, 2004, its Board of Directors had approved an initial liquidation distribution to shareholders of $4.05 per share in cash. The initial liquidating distribution to stockholders is expected to be made on or about June 23, 2004. ePresence also announced that it had filed Articles of Dissolution with the Massachusetts Secretary of the Commonwealth The Massachusetts Secretary of the Commonwealth (secretary of state) is the principal public information officer of the Massachusetts state government. The Secretary of the Commonwealth oversees the Corporations Division, the Elections Division, the Massachusetts Archives, in accordance with its plan of liquidation and that, effective as of June 14, 2004, its stock transfer books have been closed and that no stock transfers will be recorded after such date. Future liquidating distributions, if any, will be made only to stockholders of record at the close of business on June 14, 2004. The timing and amounts of any future distributions will be determined by ePresence's Board of Directors in accordance with the plan of liquidation. ePresence also announced that it had hired Verdolino and Lowey, P.C. to administrate ad·min·is·trate tr.v. ad·min·is·trat·ed, ad·min·is·trat·ing, ad·min·is·trates To administer. administrate Verb [-trating, -trated the liquidation of the Company. ePresence intends to cease filing periodic reports, such as Forms 10-K and 10-Q, with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. ePresence intends to continue to disclose material events by filing periodic reports on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. . 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. FOR 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. Statements in this press release regarding the liquidation and dissolution of ePresence, the estimated proceeds available for distribution to stockholders in the liquidation, the expected timetable for completing these transactions, future financial and operating results, and any other statements about ePresence's future expectations, beliefs, goals, plans or prospects, constitute 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. Any statements that are not statements of historical fact, including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions, should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the following: the amount of any distribution(s) to stockholders may vary based on many factors, including changes in anticipated amounts required to settle liabilities or of net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the sale of assets, the timing of the settlement of liabilities and sale of assets, the incurrence of unanticipated liabilities or expenses and the outcome of pending litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; the expected timetable could be delayed based on many factors, including claims made against ePresence, legal or regulatory requirements or delays in settling liabilities and selling assets; lawsuits in which ePresence is or may become involved could delay its timetable or reduce the cash available for distribution to its stockholders; ePresence's Board of Directors could elect to abandon or delay implementation of the plan of liquidation and dissolution; ePresence's stockholders could be liable to its creditors in the event ePresence fails to create an adequate contingency reserve to satisfy claims against ePresence; ePresence could incur significant costs to retain or replace personnel; ePresence could become the target of an acquisition; and the other factors described in ePresence's Form 10-Q Form 10-Q See 10-Q. for the quarter ended March 31, 2004. ePresence disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. |
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