Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Form 8-K for Xybernaut Corporation 9 33K
2: EX-2 Form of Agreement and Plan of Merger 88 383K
3: EX-4 Form of Registration Rights Agreement 16 64K
4: EX-99.1 Press Release Dated March 30, 2000 3 13K
5: EX-99.2 Press Release Dated April 14, 2000 2 13K
EX-99.2 — Press Release Dated April 14, 2000
| EX-99.2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
[XYBERNAUT LOGO OMITTED]
[Download Table]
Company/Press Contact: Agency Contact: Investor Contact:
--------------------- -------------- ----------------
Robin Bono Chad Hill Ron Stabiner
Director of Corp Comm Hill Communications The Wall Street Group
(703) 631-6925 925-945-7910 (212) 888-4848
rbono@xybernaut.com hillcomm@earthlink.net rstabiner@thewallstreetgroup.com
------------------- ---------------------- --------------------------------
XYBERNAUT(R) COMPLETES ACQUISITION OF SELFWARE, INC.
Expanded Solutions Expected to Result in Increased Revenues and
Market Penetration
FOR IMMEDIATE RELEASE:
----------------------
FAIRFAX, VIRGINIA, APRIL 14, 2000 -- XYBERNAUT CORPORATION (NASDAQ: XYBR), the
leader in wearable computing and communications systems, today announced that it
had completed the acquisition of Selfware, Inc., a leading provider of
enterprise management services and software for projects, maintenance and work
flow.
The purchase of Selfware was finalized at a value of $8.1 million and will
involve the exchange of approximately 429,000 shares of Xybernaut stock for the
stock of Selfware, for an effective price of $18.97 per share of Xybernaut
stock. Selfware shareholders approved the acquisition by a unanimous vote of
those shareholders voting, with 98.7% of all shares of Selfware having voted.
The transaction is intended to be accounted for as a pooling of interests. A
fairness opinion for the acquisition was provided to Xybernaut by a leading
investment bank.
"We are pleased to complete this strategic acquisition, and we expect that
Selfware will be a strong contributor to the revenues of the combined
companies," stated Edward G. Newman, president and CEO of Xybernaut. "Selfware
has begun to aggressively market its software solutions to a wider variety of
states and municipalities and is now including Xybernaut's Mobile Assistant
IV(R) (MA IV(R)) in a number of these proposals."
Selfware's proprietary OPMIST asset management system has been installed in over
200 sites worldwide at shipyards, utilities, manufacturers, departments of
transportation, military bases and railroads. Among other alliances, Selfware is
a Microsoft Certified Solutions Provider, an authorized Lotus Notes Provider, an
Oracle Program Member and a Sun Catalyst Partner.
Current and past customers for Selfware in the aerospace, defense, utility,
transportation, manufacturing and information technology industries include
DuPont, Mack Trucks, the Northrop-Grumman Joint STARS program, U.S. Postal
Service, Port Authority of New York and Departments of Transportation in
Louisiana, Maine, Minnesota, New York, and New Mexico.
-MORE-
XYBERNAUT(R) ACQUIRES SELFWARE/PAGE 2 OF 2
ABOUT SELFWARE, INC
Selfware provides programming capabilities in a variety of advanced languages
including Visual Basic and Visual C++, along with database experience in
Microsoft SQL server, Oracle and Sybase. Telecommunication and information
technology for asset management are also provided by Selfware for computers,
hubs, routers and data lines, along with asset management software for linear
referenced assets including roads, railways, utility, and pipelines. Selfware's
solutions have been developed for Windows 95/98, Windows NT, UNIX and Novell
Netware.
Selfware, which is now a wholly-owned subsidiary of Xybernaut, was founded in
1983 and has over 30 full-time employees at its headquarters in Vienna, Virginia
and at an office in Seattle, Washington. For the twelve months ended December
31, 1999, revenues for Selfware were approximately $5.0 million, gross profit
was approximately $2.0 million and net income was approximately $0.1 million.
ABOUT XYBERNAUT CORPORATION
Xybernaut Corporation is the leading provider of mobile convergence solutions,
and wearable computing hardware, software and services. The company's patented
wearable computer, called the Mobile Assistant IV(R) (MA IV(R)), is a
full-function Pentium PC that runs Microsoft MS-DOS, Windows, and Windows NT,
along with UNIX, Linux and other operating systems that run on the Intel x86
architecture. The MA IV allows users hands-free access to information in the
computer's internal storage, in local area networks and on the Internet on an
as-needed, where-needed basis. Xybernaut's software is designed to provide users
with the right information when and where it's needed, using consistent
navigation techniques and screen presentations. With the MA IV, customers
realize immediate savings in maintenance and repair, diagnosis, inspection,
inventory control and data collection procedures. Key industries using
Xybernaut's products include manufacturing, distribution, transportation,
government, and utilities. Headquartered in Fairfax, Virginia, Xybernaut has
offices and subsidiaries in Europe (Germany) and Asia (Japan). Visit Xybernaut's
web site at www.xybernaut.com.
MS-DOS, Windows and Windows NT are registered trademarks of Microsoft
Corporation
This press release contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995 (the "Act"). In particular,
when used in the preceding discussion, the words "plan," "confident that,"
"believe," "expect," or "intend to," and similar conditional expressions are
intended to identify forward-looking statements within the meaning of the Act
and are subject to the safe harbor created by the Act. Such statements are
subject to certain risks and uncertainties and actual results could differ
materially from those expressed in any of the forward-looking statements. Such
risks and uncertainties include, but are not limited to, market conditions, the
availability of components and production of the Mobile Assistant, general
acceptance of the Company's products and technologies, competitive factors, the
ability to successfully complete additional financing and other risks described
in the Company's SEC reports and filings.
###
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000910680-00-000283 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 5:39:04.1pm ET 
