Liquidating Distribution
On December 30, 2019, pursuant to the Plan of Dissolution, the
board of directors of the Company approved an initial liquidating distribution of $1.02 per share (the “Initial Liquidating
Distribution”) to the Company’s shareholders of record as of January 13, 2020 (the “Final Record Date”).
The Company expects to pay the Initial Liquidating Distribution in cash on or about January 14, 2020. In connection with the payment
of the Initial Liquidating Distribution, shareholders will be required to surrender certificates, if any, representing their shares
of common stock in order to receive distributions.
The Company may make one or more additional liquidating distributions
(“Additional Liquidating Distributions”) of its remaining assets to its shareholders based on cash available, after
reflecting any reserve for future contingent liabilities, operating costs and any other uses of cash. The Company intends to communicate
amounts of Additional Liquidating Distributions, if any, to shareholders as more information related to future contingencies, operating
costs and other uses of cash becomes available.
On December 30, 2019, the Company issued a press release announcing
the Initial Liquidating Distribution in connection with the Plan of Dissolution. A copy of the Company’s press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Closing of Stock Transfer Books
The Company will close its transfer books on the Final Record
Date. After the Final Record Date, the Company will not record any further transfers of its common stock, except pursuant to the
provisions of a deceased shareholder’s will, intestate succession or operation of law and the Company will not issue any
new stock certificates, other than replacement certificates.
Forward-Looking Statements
The statements in this Form 8-K that are not historical, including
without limitation statements regarding the Company’s expectations, prospects, strategic plans and statements regarding the
Plan of Dissolution or any other future events, constitute "forward-looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered
"forward-looking statements" for these purposes. In some cases, forward-looking statements can be identified by the use
of such terminology as "may," "will," "expects," "plans," "anticipates," "intends,"
"believes," "estimates," "potential," or "continues," or the negative thereof or other
similar words. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable,
it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct.
Examples of forward-looking statements include, but are not
limited to, those regarding the Plan of Dissolution, including the timing and amount of the Initial Liquidating Distribution and
Additional Liquidating Distributions. Forward-looking statements are subject to inherent risks and uncertainties, and actual results
and developments may be materially different from those expressed or implied by the forward-looking statements. Important factors,
some of which are outside the Company’s control, that could cause actual results to differ from those expressed or implied
by the forward-looking statements and affect the Company’s ability to make the Initial Liquidating Distribution and Additional
Liquidating Distributions include the amount the Company will be required to pay to satisfy unknown or contingent liabilities in
the future; the cost of operating the business through the final liquidation; general business and economic conditions; the possibility
that the other anticipated benefits from the sale of the business or the Plan of Dissolution will not be realized; and other risks
as set forth in the Company’s filings from time to time with the SEC.
Further information
on risks the Company faces is contained in its filings with the SEC, including its Form 10-K for the fiscal year ended December
31, 2018, and the definitive proxy statement on Schedule 14A filed on October 21, 2019. Any forward-looking statement made by the
Company speaks only as of the date on which it is made. Factors or events that could cause its actual results to differ may emerge
from time to time, and it is not possible to predict all of them. The Company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as may be required by law.