Attached files
| file | filename |
|---|---|
| 8-K - WPCS INTERNATIONAL INCORPORATED FORM 8-K - AYRO, Inc. | form8k.htm |
| EX-3.01 - EXHIBIT 3.1 - AYRO, Inc. | ex31.htm |
| EX-4.01 - EXHIBIT 4.1 - AYRO, Inc. | ex401.htm |
| EX-3.02 - EXHIBIT 3.2 - AYRO, Inc. | ex302.htm |
Exhibit
99.1
| PRESS RELEASE | SOURCE: WPCS International Incorporated |
WPCS
Addresses Activist Shareholder
EXTON, PA - (PR Newswire - First
Call) - February 26, 2010) WPCS International Incorporated (NASDAQ:
WPCS), a leader in design-build engineering services for communications
infrastructure, has acknowledged a 13D filing made by Bryant Riley and Riley
Investment Management LLC on February 22, 2010.
Andrew
Hidalgo, Chairman and CEO of WPCS International Incorporated, commented “Within
the 13D filing, Mr. Riley states his serious concerns with an extension of the
former three year employment agreement for myself and Mr. Joseph Heater, our
CFO, to five year employment agreements, which as a matter of record do not
contain any salary increases. Mr. Riley continues by stating that he believes it
represents waste and mismanagement by the WPCS board of directors. Riley
Investment Partners L.P. has submitted a request for books and records pursuant
to Section 220 of the Delaware General Corporation Law in order to obtain
information in connection with any potential assertion that such action
represents a breach of fiduciary duty by the directors.”
Mr.
Hidalgo continues, “We believe this statement made by Mr. Riley has no merit as
these employment agreements were submitted for consideration to our executive
committee, comprised of independent directors, who exercised their business
judgment, within the corporate governance parameters established by WPCS, that
five year agreements were fair and secured the long term stability of key
executives as they continue to focus on building shareholder value. These
employment agreements and the executed resolution were administered in the
highest ethical manner. The employment agreements are a matter of public record
and were filed with the Securities and Exchange Commission on February 16, 2010.
WPCS has decided to object to the request for books and records, as WPCS does
not believe that the request was proper pursuant to Delaware law. We also
believe that Mr. Riley has an ulterior motive for the request.
On
February 2, 2010, we met at our headquarters with a representative of LCC
International, Inc. (“LCC”), a company in which Mr. Riley is a director and
beneficially owns more than 40% of their common stock based on the most recent
public filings made by LCC. At that meeting, LCC had expressed an interest in a
merger between WPCS and LCC.” Mr. Hidalgo continues, “Although WPCS
would entertain any transaction that would enhance value for our shareholders,
we will also defend WPCS from actions that we believe are detrimental to WPCS
shareholder value. WPCS has been waiting for a formal proposal from LCC, but
instead, received the 13D filing and a books and records request from Riley
Investment Partners L.P.
Independent
of Mr. Riley’s action, WPCS has an obligation to protect shareholder value. To
that end, the WPCS board of directors has adopted a shareholder rights plan that
is designed to discourage coercive or unfair takeover tactics and provide fair
and equal treatment for all WPCS shareholders in the event an unsolicited offer
is made to acquire the company. To implement this rights plan, the WPCS board of
directors authorized the distribution of one right for each outstanding share of
WPCS common stock to holders of record as of the close of business on March 8,
2010. The rights will expire on February 24, 2020.
WPCS, in
conjunction with its legal counsel, has been evaluating proposed measures for
more than a year, measures including a shareholder rights plan which the board
of directors could adopt to protect WPCS and its shareholders from coercive,
underpriced or unfair acquisition attempts. As a result of this effort, the
board of directors has concluded that such a plan is appropriate and in the
interests of WPCS shareholders.
The
rights will initially trade only with the shares of common stock to which they
are attached and generally become exercisable only if a person or group becomes
an “Acquiring Person” (as defined in the plan) by accumulating “Beneficial
Ownership” (as defined in the plan) of 15% or more of the WPCS outstanding
common stock. At such time, each right will entitle the shareholder (other than
the Acquiring Person) to purchase WPCS shares of preferred stock or, in some
circumstances, shares of the Acquiring Person’s common stock, having a value
equal to twice the exercise price of the right which is initially $15 per
right.”
“The
rights plan provides that a person or group currently owning 15% or more of WPCS
outstanding common stock will not be deemed an Acquiring Person if the person or
group does not subsequently accumulate an additional 1% of the WPCS outstanding
common stock through open market purchases, expansion of a group or other means.
The rights plan requires a committee of independent directors to assess every
five years whether the rights plan remains in the best interest of WPCS
shareholders. Additional details regarding the rights plan, including a copy of
the plan, will be outlined in WPCS filings with the Securities and Exchange
Commission. These filings will be available on www.sec.gov and WPCS
will make available to its shareholders, upon request a Summary of Rights that
describes the material terms of the rights plan.”
About
WPCS International Incorporated:
WPCS is a
design-build engineering company that focuses on the implementation requirements
of communications infrastructure. The company provides its engineering
capabilities including wireless communication, specialty construction and
electrical power to the public services, healthcare, energy and corporate
enterprise markets worldwide. For more information, please visit www.wpcs.com
Statements
about the company's future expectations, including future revenue and earnings
and all other statements in this press release, other than historical facts, are
"forward looking" statements and are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such forward
looking statements involve risks and uncertainties and are subject to change at
any time. The company’s actual results could differ materially from
expected results. In reflecting subsequent events or circumstances,
the company undertakes no obligation to update forward-looking
statements.
CONTACT:
WPCS
International Incorporated
610-903-0400
x101
ir@wpcs.com