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Hathaway Corporation Proposes Spin-Off of Its Subsidiary
OptiCon Systems, Inc.
Wednesday November 2, 2005
OptiCon Systems Inc. Also Proposes to File a Form
10 Registration Under the Securities Exchange Act of 1934
Hathaway Corporation, a leading global provider of communications
and telecommunications software, announced that Paul Lisenby, the
Chairman and Chief Executive Officer of the Company, proposed to
the board of directors that the Company's 100% equity interest
in OptiCon Systems Inc. be spun-off, pro rata, to all of the Company's
public shareholders as of a record date to be established (the "Spin-Off").
In conjunction with the Spin-Off, OptiCon Systems Inc. proposes
to file a Form 10 registration under the Securities Exchange Act
of 1934 and would expect to be a publicly traded reporting company
following the Spin-Off. It is not expected that the Spin-Off will
require any vote of the Company's shareholders; however, the approval
of its Board of Directors will be necessary.
Management's proposal of the Spin-Off generally are to be reviewed
and considered by the Board of Directors which has been charged with
making a recommendation regarding these matters to the full Board
of Directors, which will ultimately make the determination of whether
to go forward and propose the appropriate vote of the shareholders.
There can be no assurances that the Spin-Off will be consummated
or OptiCon will ever become a public entity. Proposed Spin-Off is
to attract private or public equity up to $100M in 48 months. OptiCon's
status as a private or a public company will be determined solely
by the interested funders. Registration statement will only be filed
if OptiCon could not attract any funds on the private equity market
as a private company.
Paul Lisenby, Chairman and CEO of the Company, indicated as follows:
"We have also decided to propose to Board of Directors, that,
the Company spin-off its 100% equity interest in its rapidly growing
subsidiary, OptiCon Systems Inc., pro rata, to all of the Company's
shareholders as of a record date yet to be established.
"We believe that there are many business purposes for such
a spin-off, including the overall unlocking of shareholder value,
the enabling of OptiCon Systems to attract and maintain a superlative
management team with equity-related incentives, greater liquidity,
acquisitions, greater access to public or private capital, including
debt and equity.
"We look forward to working with the Board of Directors as
a whole to ensure these proposed transactions are in the best interests
of the Company and all of its constituents, most importantly, its
shareholders." You can visit OptiCon at http://www.opticonsystem.com.
About Hathaway Corporation
Hathaway Corporation develops and acquires undervalued companies
that bring a shift in how communications is delivered and serviced
globally. Starting with OptiCon Systems, which is used by global
500 companies, Hathaway will continue to seek out and capitalize
on emerging technologies that will change the way the world communicates.
Hathaway brings the communications solutions of the future to today's
business marketplace. To request further information about Hathaway,
please email us at investors@hathawayglobal.com.
Forward-Looking Statements
This press release may contain forward-looking statements covered
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements relate to, among other
things, plans and timing for the introduction or enhancement of our
services and products, statements about future market conditions,
supply and demand conditions, and other expectations, intentions
and plans contained in this press release that are not historical
fact and involve risks and uncertainties. Our expectations regarding
future revenues depend upon our ability to develop and supply products
and services that we may not produce today and that meet defined
specifications. When used in this press release, the words "plan," "expect," "believe," and
similar expressions generally identify forward-looking statements.
These statements reflect our current expectations. They are subject
to a number of risks and uncertainties, including, but not limited
to, changes in technology and changes in pervasive markets.
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