Siti-sites.com, Inc. Announces Plan of Final Liquidation and Dissolution Being Filed in an SEC Form 14C Information Statement (P
September 13 2006 - 12:12PM
PR Newswire (US)
NEW YORK, Sept. 13 /PRNewswire-FirstCall/ -- (OTC Bulletin Board:
SITN- News; 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 a preliminary form of Information Statement
under Section 14 (C) of the Securities Exchange Act of 1934 with
the SEC. The preliminary Information Statement contemplates written
consent by a majority of stockholders to a Plan of Final
Liquidation and Dissolution (the "Plan") set forth therein, without
a stockholders' meeting or any solicitation of proxies. Siti's
board of directors unanimously approved the Plan, and Siti's
largest shareholder Lawrence M. Powers informed the board that he
expects to enter into a written consent to the Plan in accordance
with Sections 228(a) and 275(a)(b) of the Delaware General
Corporation Law. His shares, beneficially owned with his son,
amount to 46.1% of those outstanding. Other large stockholders in
an overall total comprising some 83 % of outstanding shares will be
invited to review the Plan when it is in appropriate form in the
final Information Statement, and thereafter consent in writing
thereto, or withhold consent. A majority vote by giving written
approval and consent to the Plan under Delaware law appears likely.
No meeting of stockholders is expected to be held, and Siti is not
asking any stockholders for a proxy. The Company's method of
seeking consents from its large stockholders, without a meeting or
any proxy solicitation, is being done to conserve the limited cash
available at present ($ 279,000 as of 8/31/06). The Plan is
expected to become effective after distribution of the final
Information Statement, followed by majority consent, in or about
October, 2006. If, however, for any reason appropriate written
consents are not obtained, a meeting of stockholders shall be duly
called for such purpose. Record date The final form of Information
Statement will be mailed to those stockholders shown of record as
of September 25, 2006, unless unforeseen circumstances require an
adjourned date. Reasons for Plan The Plan formalizes the ongoing
liquidation of Siti pending since 2002, which recently resulted in
a $.15 per share liquidating dividend ($ 4,504,000) paid pro rata
to all stockholders, resulting from the settlement of certain
litigation as previously announced. It was the first time that Siti
had any funds available to distribute to stockholders since its
liquidation was commenced in 2002. A Summary of the Plan, and its
basis in the Underlying Facts on Siti's Liquidation, is expected to
be included in the final form of Information Statement. The main
points of the Plan are to conserve Siti's limited remaining cash
assets from the recent settlement after payment of its first
liquidating dividend in April, 2006, by taking steps under Delaware
law to enter final liquidation and dissolution of the corporation
in 2006, under the various phases provided therefore in Delaware
law. Many of its ongoing accounting, stock transfer, legal and
other costs as a public company after 2006 should be saved. Siti
has no creditors that have not been paid or provided for in the
Plan, Siti never made any material borrowings, and all earlier
claims have been fully satisfied since liquidation began in 2002.
The Plan, however, provides for continuing efforts to obtain Siti's
share of gross receipts as a creditor of the substantial patent
portfolio in issue in the litigation that has been settled
amicably, further elaborated below. These efforts are expected to
continue at least three years or much longer while Siti is in
Delaware dissolution proceedings. Siti may ultimately enter into a
liquidation trust for the benefit of former stockholders in the
liquidation. The settlement and the patent portfolio wherein Siti
is a creditor are described in earlier filings in 2006 on SEC Forms
8-K, 10-K and 10-Q publicly available. Based on several months of
cooperative reporting and dealings with the company owning the
patent portfolio, Siti cannot realistically expect any material
recovery as a creditor of such company, for some 12 to 18 months.
Siti is not conducting, and does not plan to conduct any ongoing
business, other than these collection activities under the
settlement agreement. Siti also determined in late August, 2006 to
abandon any further activity to generate a "reverse-merger"
transaction which might yield a nominal amount of stock for its
shareholders in liquidation, because of a lack of success over the
past five years in finding an appropriate transaction. Cancellation
of Shares in Liquidation 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 that become possible in the future, during the
extensive life of the patent portfolio (expiring 2009 through 2021)
covered by the settlement. 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 will be described in the
final form of the Information Statement, when it ultimately becomes
available for delivery to all stockholders. After review and likely
stockholder consent to the Plan expected in October, 2006, the
certificate of dissolution will be filed in Delaware, and further
trading in the shares of Siti are expected to cease. 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,
anticipated in November or 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.
Siti will maintain the former shareholder records presently held at
its Stock Transfer Agent as long as practicable to facilitate any
future cash distributions. Any further information on the Plan must
await the availability of a final form of the Information
Statement. However the following information contained in previous
public releases and filings by Siti or recently occurring, may be
helpful to stockholders in liquidation. See Siti's Form 10-K Annual
Report for 2006, Item 3. Legal Proceedings- Future Proceeds, Risk
Factors. See further Siti's Form 8-K filed March 20, 2006, Item
1.01. Material Agreements- Taxation. Latest Facts
Available--Prospective Additional Proceeds for Liquidating
Dividends Over the summer of 2006, the former defendant owners of
the patents began sharing more information with Siti than they were
required to share during adversarial litigation and settlement
negotiations. The facts soon clarified by late August, 2006: There
does not appear to be any prospect of further material receipts
until mid 2007, if then. The owners of the patent portfolio are
conducting serious litigation and claims against third parties
claimed to be infringers, and related steps that may yield
substantial gross receipts to Siti as a secured creditor, but it is
not quantifiable in 2006. Another distribution of cash as a
liquidating dividend is not foreseen for 12 to 18 months, based
upon the patent owner's reports as to the tempo of its own business
operations. The stock of Siti still trades publicly at nominal
volume, and remains at $ .06-.075 per share, but there is no viable
market for the stock other than in minor amounts. Siti remains a
defunct shell except for the settlement claim receivable, which is
highly speculative and at best, well into the future. There is no
corporate business, and as noted, the five year search for a
"reverse merger" partner as a source for a nominal amount of shares
in a "good" business was abandoned in late August 2006. There are
no financial prospects at Siti except for the ongoing settlement
claim as described above. See further Siti's most recent Form 10-Q
filed August 14, 2006, Note 2 to Condensed Financial Statements,
updated as follows: The patent portfolio consists of 19 patents and
pending applications that cover data and voice connections between
computers and cell phones, and roaming across the U.S. and
elsewhere with cell phones, personal digital assistants and
wireless equipment in vehicles. The latest patents in the portfolio
also cover spectrum sharing among various wireless communication
networks. The Company's senior creditor position in future proceeds
is documented in filings in the U.S. Patent and Trademark Office
and in several states under the Uniform Commercial Code. Siti
management believes, on good factual grounds including the
technical opinions of its eminent experts in wireless technology
employed in the litigation, that there are Gross Proceeds yet to be
earned therefrom. Siti believes they can be handled effectively for
the benefit of all stockholders pro rata, during its Plan of Final
Liquidation and Dissolution. Each large stockholder described in
Security Ownership of Certain Beneficial Owners and Management in
Siti's Form 10-K Annual Report for 2006, as amplified in the
preliminary Information Statement, has a substantial economic
interest in completion of the corporate and tax matters, as a
stockholder, to be acted upon in approving the Plan. Such economic
interest, while in varying amounts based on share ownership, is
believed to be substantially identical to those of all other
stockholders, unless indicated otherwise in the preliminary
Information Statement. DATASOURCE: Siti-sites.com, Inc. CONTACT:
Toni Tantillo, +1-914-779-7155, Web site:
http://www.siti-sites.com/
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