lmorovan:
Business Editors
AUSTIN, Texas--(BUSINESS WIRE)--Oct. 29, 2001
Loch Harris, Inc., (OTC:LOCH) a Nevada corporation, updated certain information regarding voting proxies for CDEX-Inc. (CDEX) common stock owned by Loch and matters related to the possible spin-off of CDEX common stock by Loch.
As previously reported in Loch's press release dated September 24, 2001, Loch's Board of Director's had approved a date of record for a proposed spin-off of approximately 48,000,000 shares of CDEX-Inc. (CDEX) common stock that Loch owns. October 30, 2001, was set as the date of record. As reflected in the press release, many issues needed to be resolved before any distribution under the spin-off could occur. While Loch is working toward resolution of those issues, to date, certain material matters involving the spin-off have not yet been resolved. Accordingly, Loch has not yet set a payment date for such possible stock dividend distribution.
If a spin-off of CDEX shares in the form of a stock dividend does occur, it is Loch's general understanding that to determine who is entitled to receive such stock dividend, a person needs to look at two important dates. The two important dates are the "date of record" and the "ex-dividend date". The "ex-dividend date" is generally the first business day after the stock dividend is paid and is also after the "date of record". If you sell your Loch stock before the "ex-dividend date", normally you are selling away your right to the proposed CDEX stock dividend spin-off. This is the case even if the sale took place after the "date of record". When this happens, your sale includes an obligation on your part to deliver to the buyer of your Loch shares any CDEX shares distributed pursuant to the stock dividend spin-off. As stated above, Loch has not yet set a payment date for such stock dividend distribution; therefore, no "ex-dividend date" has yet been set. Accordingly, if Loch's understanding is correct, Loch shareholders who are shareholders of record on the "date of record" but who sell their Loch stock after the "date of record" but before the "ex-dividend" date are also selling with the Loch stock their right to the CDEX stock under the proposed stock dividend spin-off. Loch shareholders should not rely on Loch's understanding regarding treatment of this matter, but should consult with their own personal financial advisors or brokers to answer any questions relating to entitlement of CDEX shares.
550***-As previously announced in the September 24, 2001 press release, Loch would like to reemphasize that, although it is Loch's intent to spin-off certain CDEX shares it owns, there is no assurance that the outstanding matters regarding the spin-off can be resolved satisfactorily or that the proposed spin-off will occur or, even if it does occur, that it will not have tax or other consequences deemed undesirable by possible recipients. Such consequences include, but are not limited to, the possibility that recipients could be attributed with unwanted taxable income related to the stock dividend and, either the CDEX shares received by Loch shareholders might be deemed restricted securities and not freely tradable or that even if they are tradeable, no viable market for CDEX shares will develop. Loch will try to keep shareholders updated as, if and when developments warrant.
660***-Pursuant to the provisions of the Asset Purchase Agreement entered into between Loch and CDEX on August 4, 2001 and as previously announced in Loch's press release dated August 13, 2001, Loch granted its voting proxy with respect to 13,000,000 CDEX shares owned by Loch to the CDEX Board of Directors. In addition, Loch was obligated to grant voting rights to an additional 48,000,000 CDEX shares owned by Loch to the CDEX Board of Directors if such shares had not been distributed by October 1, 2001. Such proxy was granted to the CDEX Board of Directors. As a result of the foregoing, Loch has granted voting proxies to the CDEX Board of Directors on all 61,000,000 shares of CDEX common stock owned by Loch. This constitutes approximately 75 % of the CDEX common stock currently outstanding. Pursuant to the terms of the proxies, the proxies will terminate immediately and automatically as to any shares covered by the proxies when, as and if any such shares are sold, transferred or assigned to any party not under the control of Loch or its officers or directors. The Asset Purchase Agreement and the Proxies will be included as exhibits to Loch's Form 8-K and any statements made herein are qualified in their entirety by reference to such exhibits.
Forward-looking statements made herein are based on current expectations of Loch and CDEX, involve a number of significant risks and uncertainties, and should not be considered as guarantees or assurances of future performance. The factors that could cause actual results to differ materially include, but are not limited to: interruptions, breach or cancellation of existing contracts, impact of competitive products and pricing, product demand and market acceptance risks, the presence of competitors with greater financial or other resources than Loch or CDEX, product development and commercialization risks, an inability to arrange additional debt or equity financing or to retain or procure necessary personnel and an inability to obtain necessary governmental or other approvals for proposed or anticipated transactions.
Please note 550***- This is coming from Loch's prospective! You do understand what this paragragh is saying?
Please note 660***- Loch Harris gave all 61 Million share voting rights to CDEX board, Baker and Boone are NOT on CDEX board, they have NO voting rights, thus NO SAY!
AI
