Xybernaut Corp – ‘8-K’ for 4/23/05 – EX-99

On:  Thursday, 4/28/05, at 4:41pm ET   ·   For:  4/23/05   ·   Accession #:  910680-5-327   ·   File #:  0-21013

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     23K 
 2: EX-3.(II)   Ex-3(Ii).1; Text of Amendments                         2      9K 
 3: EX-99       Ex-99.1; Press Release                                 2     11K 

EX-99   —   Ex-99.1; Press Release

EX-99
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                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE:                                                          

Journalist/Media Contact:                                                       
Michael Binko                                                                   
Xybernaut Corporation                                                           
(703) 631-6925                                                                  
publicrelations@xybernaut.com                                                   

XYBERNAUT(R) ANNOUNCES CREATION OF NEW OFFICE OF CHAIRMAN OF THE BOARD AND
ELECTION OF WILLIAM TUTTLE, HARRY E. SOYSTER, AND MARC GINSBERG AS CO-CHAIRMEN

 COMPANY ALSO ANNOUNCES COMMENCEMENT OF INVESTIGATION BY FEDERAL PROSECUTORS
AND SEVERE LIQUIDITY CONCERNS 

FAIRFAX, VA - APRIL 25, 2005 -- Xybernaut Corporation (NASDAQ: XYBRE) today     
announced that William Tuttle and two other outside directors, Harry E. Soyster 
and Marc Ginsberg, will serve as co-chairmen in a newly created Office of the   
Chairman of the Board. Although the three co-chairmen will act as directors and 
not as management, they will provide counsel and be a resource to senior        
management.                                                                     

On April 23, 2005, Tuttle formally resigned as the Company's Interim Chairman   
and Chief Executive Officer and joined Soyster and Ginsberg in forming the newly
created Office of Chairman of the Board. Tuttle's resignation was based upon his
concerns about his ability to satisfy unilaterally the significant time         
commitments required to effectively address the needs of shareholders and       
employees. Tuttle also stated that he remains committed to continued            
participation in the effort to determine the best way forward for the Company,  
working along with Soyster and Ginsberg.                                        

The Company also announced that the Company was contacted Friday, April 22 by   
the U. S. Attorney's Office for The Eastern District of Virginia, which is      
opening an investigation. In addition, the Audit Committee, through its legal   
counsel, has contacted the Securities and Exchange Commission in connection with
the previously disclosed Audit Committee investigation and findings. The Company
will cooperate fully in these investigations and any others.                    

The Company also affirmed that it continues to face a severe liquidity crisis   
and possible insolvency. There can be no assurances that the Company will have  
sufficient cash to meet its financial obligations or fund continuing operations.
The Office of the Chairman of the Board is authorized to retain a consultant    
with financial and management restructuring expertise. The Company intends to   
work with such adviser to reduce costs, conserve cash, and obtain advice        
regarding restructuring and other alternatives to maximize shareholder value.   

ABOUT XYBERNAUT                                                                 

Xybernaut Corporation is a leading provider of wearable/mobile computing        
hardware, software and services, bringing communications and full-function      
computing power in a hands-free design to people when and where they need it.   
Headquartered in Fairfax, Virginia, Xybernaut has offices and subsidiaries in   
Europe (Benelux, Germany, UK) and Asia (Japan, China, Korea). Visit the         
Xybernaut Web site at www.xybernaut.com. Product photos are also available      
directly from Xybernaut.                                                        

EX-99
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Xybernaut and the Xybernaut logo are trademarks or registered trademarks of     
Xybernaut Corporation in the USA and other countries. All other brand and       
product names are or may be trademarks of, and are used to identify products or 
services of, their respective owners.                                           

 # # #

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," "scheduled," "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 successful production of the     
Company's products, general acceptance of the Company's products and            
technologies, competitive factors, timing, and other risks described in the     
Company's SEC reports and filings.                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/28/05							8-K/A
		4/25/05		1
For Period End:		4/23/05		1
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