Siti-Sites.com, Inc. Announces Filing of SEC Form 15
February 16 2007 - 2:08PM
PR Newswire (US)
Siti-Sites.com, Inc. Announces Filing of SEC Form 15 Terminating
Registration Under Section 12(g) of the Securities Exchange Act of
1934; and Cessation of Trading With Record Date as of December 20,
2006 for any future liquidating dividends, thus Completing Plan of
Final Liquidation and Dissolution NEW YORK, Feb. 16
/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
various SEC reports, symbol SITN.PK) previously announced that
stockholders duly approved its Plan of Final Liquidation and
Dissolution (the "Plan"). The Plan has been implemented by filing
of its Certificate of Dissolution, effective by its terms on
December 20, 2006, and the cancelling of all outstanding shares in
exchange for the 2006 liquidating dividend and any future
liquidating dividends that become possible. Siti has paid all
Delaware taxes and filing fees due and owing, recently confirmed to
Siti. All such matters are described in a Form 10-Q filed February
15, 2007. An SEC Form 15, Notice of Termination of Registration or
Duty to File Reports, under Section 12(g) of the Securities
Exchange Act of 1934 has also been filed with such Form 10-Q, which
is expected to be the last such filing under the Act by Siti.
Future liquidating distributions, if any, will be handled in
accordance with the Plan and Delaware law. The Company intends to
publish public notices on the Internet to former stockholders in
connection with any future liquidating distributions that may
become possible, summarizing liquidation proceeds and expenses
since its last announcement, when a material amount is received or
accumulated from a series of receipts. No such receipts are
anticipated before 2008. Continuation for Future Liquidating
Distributions Siti will not henceforth conduct business in any
capacity. But the corporation will remain in continuing existence
after the effective date of its Dissolution solely for purposes of
collecting on all sums due and owing to it, and for purposes of
bringing suit or defending any claims against it, for at least
three years. Such three years is subject to further extension if
remaining sums are receivable; or any future obligations become due
and payable. (None are presently known to exist that Siti has not
paid or provided for.) This procedure continuing as long as
reasonably necessary is embodied in Sections 278 and other
provisions of the Delaware General Corporation Law for purposes of
suit and winding up of corporate affairs. It was explained in the
Plan and the related Proxy Statement at pp. 10-12, incorporated by
reference in the recent Form 10-Q. Cancellation of Shares in
Liquidation The Plan provides for cessation of trading by prompt
cancellation of the shares after the Plan's effective date. Further
trading in the shares of Siti ceased Wednesday, December 20, 2006,
the operative date of the Dissolution. This date is also the Record
Date for former stockholders as to their future entitlement per
share to any future liquidating distributions. This announcement is
deemed specific notice of cessation of trading to stockholders and
market-makers for SITN.PK, completing prior published notices
thereof. Shares of stock are not freely transferable thereafter.
Future distribution of liquidating dividends on the stock, if any,
will be made only to stockholders of record as of December 20, 2006
or their successors by inheritance, succession or otherwise, as per
the Plan. The Plan provides for cancellation of all outstanding
shares of Siti, in exchange for the $ .15 per share liquidating
distribution to stockholders made in 2006 and any further
liquidating distributions, resulting from a recent patent
litigation settlement. A net amount of $6,700 further has recently
been received by Siti under the settlement (as reduced one-third by
fees owed to Siti's special litigation counsel). But substantial
additional settlement sums, justifying the expenses of another
liquidating distribution to former stockholders of Siti, appear to
be 18 months to two years into the future, if then. However, they
may become possible during the extensive life of the patent
portfolio involved (expiring at various times as to each patent
from 2009 through 2021). Siti is a contingent creditor of the
company owning the patents. The Plan covers all such distributions,
if any, making each former Siti stockholder after December 20, 2006
entitled to future liquidating dividends pro-rata per share, in
accordance with his former share ownership. Such status will apply
to each liquidating distribution which becomes feasible, after
payment or provision for Siti's costs of collection,
administration, taxes, unforeseen expenses and any new creditor
claims (not now anticipated) that may hereafter arise. The cash
amounts distributed to shareholders in liquidation of Siti in 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
list of former Siti shareholders of record as of December 20, 2006
(the last date for securities trading) shall be used thereafter
solely to determine their pro rata entitlement per share to any
future cash payments under the Plan that may become possible. Siti
notes that there has been very little trading in its shares in the
"Pink Sheets" (and generally at $ .05 per share) since September,
2006 after announcing the Plan. Siti has been telephonically
advised by Pink Sheets LLC, that market makers were expected to
voluntarily terminate trading as of December 20, 2006 under
existing practices. The cancelled stock certificate of each former
stockholder shall be the primary source of its, or its successor,
owner's right to receive any future liquidating dividend payments.
Other details of the Plan and its economic and federal tax impact
on both Siti and its stockholders are described in the Proxy
Statement sent to stockholders commencing October 20, 2006, and
still available on the Internet as an SEC document duly filed by
Siti. DATASOURCE: Siti-Sites.com, Inc. CONTACT: Toni Ann Tantillo,
+1-212-925-1181, for Siti-Sites.com, Inc.
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