Siti-Sites.com, Inc. Announces Plan of Final Liquidation and Dissolution Being Filed in a Definitive SEC Form 14A Proxy Statemen
21 October 2006 - 5:02AM
PR Newswire (US)
NEW YORK, Oct. 20 /PRNewswire-FirstCall/ -- (OTC Bulletin Board:
SITN; SITN.PK, and by Email to ) Siti-sites.com, Inc. (CUSIP 82981
-- formerly named Spectrum Information Technologies, Inc. and
called "Siti" in its various SEC reports, symbol SITN.PK) announced
today it is filing its definitive form of Proxy Statement under
Section 14 (a) of the Securities Exchange Act of 1934 with the SEC.
The Proxy Statement contemplates a special meeting of stockholders
on November 14, 2006 and a vote on a Plan of Final Liquidation and
Dissolution (the "Plan") previously adopted and recommended by the
Siti board. This is the definitive proxy statement presented for
stockholder approval, without substantive change in the Plan itself
as described in preliminary filings heretofore announced. Record
date The definitive form of Proxy Statement will be mailed to those
stockholders shown of record as of Friday, October 20, 2006. The
special meeting will be held on Tuesday, November 14, 2006, unless
unforeseen circumstances require an adjourned date. Siti's board of
directors has unanimously approved the Plan. Siti's largest
shareholder Lawrence M. Powers informed the board that he expects
to vote in favor of the Plan. His shares, together with those owned
with his son, amount to 46.1% of those outstanding. Several other
large stockholders, in an overall total comprising some 83 % of
outstanding shares, will review the Plan along with other
stockholders and thereafter vote in person or by proxy at the
special meeting of stockholders described in the Proxy Statement.
Cancellation of Shares in Liquidation As previously announced, the
Plan provides for cancellation of all outstanding shares of Siti,
in exchange for the liquidating distribution made in April 2006 and
any further liquidating distributions covered by a recent
litigation settlement. They may become possible in the future,
during the extensive life of the patent portfolio (expiring 2009
through 2021). Siti is a contingent creditor of the company owning
the patents. The Plan covers all such distributions, if any. Other
details of the Plan and its economic and federal tax impact on both
Siti and its stockholders are described in the Proxy Statement,
being furnished to all stockholders of record. After review and
likely stockholder consent to the Plan expected in November, 2006,
the certificate of dissolution will be filed in Delaware. The cash
amounts distributed to shareholders in liquidation of Siti, in
April, 2006 or hereafter distributed to shareholders, if any, shall
be deemed and treated as being in full payment in exchange for the
stock of Siti pursuant to Section 331 of the U.S. Internal Revenue
Code. The Plan provides for cessation of trading by prompt
cancellation of the shares 30 days after its effective date.
Further trading in the shares of Siti are expected to cease in late
December, 2006. The shares of stock will not be freely transferable
thereafter. The list of former Siti shareholders of record shall be
used thereafter solely to determine their pro rata entitlement to
any future cash payments under the Plan that may become possible.
Such right to participate shall be transferable only by operation
of laws of inheritance, succession or otherwise, and the cancelled
stock certificate of each former shareholder shall be the primary
source of its or its successor owner's right to receive any future
liquidating dividend payments. Further information on the Plan is
in the definitive Proxy Statement being distributed. DATASOURCE:
Siti-sites.com, Inc. CONTACT: Toni Ann Tantillo for Siti-sites.com,
Inc., +1-914-779-7155 Web site: http://www.siti-sites.com/
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