ST. PETERSBURG, Fla.,
Dec. 6, 2011 /PRNewswire/
-- Infrax Systems, Inc. (OTCBB: IFXY), a global provider of
unified Smart Grid-related products and services for the Energy and
Utility industries, announced today that its Board of Directors has
approved a dividend consisting of 70% of its holdings of the stock
of Lockwood Technology Corporation to its shareholders. The record
date for determining the holders of Infrax's common stock who will
receive the dividend will be determined shortly. Infrax Systems
expects to file a Registration Statement on Form S1 with the SEC
within a few weeks. This registration will outline the anticipated
spin-off and distribution to Infrax's stockholders. We expect
Lockwood Technology Corporation to trade under its own symbol on
NASDAQ OTCBB with the effectiveness of the registration statement
with Security and Exchange Commission (SEC). Infrax will hold
exclusive rights to Lockwood intellectual property relating to the
utility industry.
The reason for the Spin-Off
- To maintain Infrax Systems focus as a pure play Smart Grid
company by spinning-off non-utility core related assets of Lockwood
Technology;
- Increase shareholder value by spinning-off non-utility core
assets of Lockwood Technology as a separate public company through
the issuance of a dividend;
- Raise funds for the future growth of Lockwood Technology;
- Attract and maintain a world class management team and
employees;
- Expand Lockwood Technology sales globally through channels and
its affiliates;
- Further explore its relationships with a variety of government
agencies including the US Department for Homeland Security, the Air
Force Office of Scientific Research, the US Army and the US House
of Representatives.
According to IDTechEX, the Global market for RFID technology in
2010 was $5.63 billion, up from
$5.03 billion in 2009. This includes
tags, readers and software, services for RFID cards, labels, fobs
and all other form factors. ABI Research has forecasted that the
overall market will pass the $6
Billion mark in 2011. The primary drivers for growth will be
"modernizing" applications including asset management, cargo
tracking and security, corporate employee identification I.D.
cards, networks and facility access control, transport passes, as
well as supply chain management.
What you should expect on the Spin-Off
- All Infrax shareholders of record,as of the record date, will
be eligible to receive one share of Lockwood Technology common
stock for every two shares of Infrax common stock owned as of the
"record date" on the "distribution date." All Infrax shareholders
will maintain their current share positions in Infrax after the
spin-off.
- The "record date" will be announced shortly and the
"distribution date" of the spin-off dividend or shares of Lockwood
Technology will be announced if and when the registration statement
with the SEC is declared effective and upon the NASD providing the
trading authorization and a trading symbol. We expect the
approximate "distribution date" to be in the beginning of the
second quarter of 2012.
- All Infrax shareholders holding free tradable shares
(purchased in the open market) will receive free tradable shares of
Lockwood Technology as a dividend, once and if the registration for
Lockwood becomes effective. All Infrax shareholders holding
restricted 144 shares will receive restricted 144 non-tradable
shares of Lockwood Technology as dividend.
- If your Infrax shares reside at your brokerage firm, your
dividend shares of Lockwood Technology will be automatically
deposited into your brokerage account upon the registration. If you
have your Infrax shares in certificate form at or otherwise
restricted, the dividend shares of Lockwood Technology will be sent
to the address of record with the transfer agent or held at the
transfer agent for your instruction.
- Investors who would like to participate in the Lockwood
Technology spin-off must purchase Infrax (IFXY) stock in the open
market no later than ex-date (to be announced later).
Paul Aiello, CEO of Infrax, said,
"We are pleased to announce the spin-off, pro rata to all of our
shareholders, of Lockwood Technology Corporation. The Board of
Directors believes that the spin-off of Lockwood will allow us to
maintain our focus on providing secure solutions to the utility
industry. This action is a further indication of our
commitment to both our core vision and our shareholders.
Enabling Lockwood Technology to expand their core business, recruit
an outstanding management team, will provide for greater liquidity,
future acquisitions, and greater access to public or private
capital."
The Lockwood technical team has a 16 year track record of
developing and implementing comprehensive asset tracking, asset
management and security solutions for public and private
organizations. Lockwood has deployed solutions for a variety of
government agencies including the US Department for Homeland
Security, the Air Force Office of Scientific Research, the US Army
and the US House of Representatives.
A Note on the SEC Registration
While Infrax intends to file such registration statement with
the SEC, there is no assurance that such statement will be declared
effective for the class of stock being registered of Lockwood.
While Infrax will make best efforts toward the effective
registration of such a class of stock, there can and will be no
guarantee of the effectiveness of such registration for purposes of
this dividend.
About Infrax Systems
Infrax Systems offers a series of interrelated operational
management, communications, and grid security related products and
services known as Secure Intelligent Energy Platform (SIEP). Our
products enable a comprehensive and unified solution for
communications and applications management of the Smart Grid. SIEP™
incorporates a wide array of communications, security, device and
data management tools for Smart Grid applications such as advanced
metering solutions and grid optimization. SIEP platform creates a
unified solution to securely manage Advanced Metering
Infrastructure (AMI) and distribution automation. Infrax's secure
smart grid platform, incorporates a communications transport and
management system, (Grid Mesh™) , device and data security
management, and ultimately secures intelligent endpoint devices
(SIED). The secure management of the "last mile" backhaul will be
necessary for utilities to implement Smart Grid applications
including AMI, real-time pricing, Demand Side Management (DSM),
Distribution Monitoring and Automation. When combined, these
applications can offer economic, operational and environmental
benefits for utilities, and ultimately the utility's customers.
For INFRAX Systems information,
contact Investors@Infraxinc.com or
visit www.infraxinc.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.
Contact:
Infrax Systems, Inc.
investors@infraxinc.com
727-498-8514
SOURCE Infrax Systems, Inc.