1. Has EMRISE Corporation (“EMRISE” or the “Company”) been dissolved?
A. Yes. On October 18, 2019, EMRISE announced that it had concluded the execution of the stockholder-approved voluntary Plan of Dissolution (the ”Plan”), by initiating the distribution of the fifth and final liquidation dividend to eligible stockholders on October 17, 2019, and winding down and dissolving the Company. The Plan had been approved at a special meeting of stockholders held on June 25, 2015 (the “Special Meeting”).
At the Special Meeting the stockholders approved the sale of EMRISE’s Electronic Devices business unit, the largest of its business units, to an affiliate of Data Device Corporation (DDC). That sale closed on June 30, 2015. On July 1, 2015, the Company filed a Certificate of Dissolution with the Secretary of State of the State of Delaware, dissolving the Company as a legal entity. Upon the filing of the Certificate of Dissolution, the Company ceased all of its business activities, except as necessary, appropriate or desirable to effect the sale of its remaining assets, which at that time included CXR Anderson-Jacobson (“CXR-AJ”), its communications equipment business unit located in France. CXR-AJ was subsequently sold in February 2016. In addition, as of the close of business on July 1, 2015, the Company’s common stock ceased trading on the OTC marketplace’s OTCQB and its stock transfer books were closed.
2. Under the terms of the Plan did the Company’s stockholders receive distribution of funds from the sale of the Company’s assets?
A. Yes, under the terms of the Plan, EMRISE collected funds from the sale of its assets and subsequently paid all known liabilities in order to maximize the dollar amount of the liquidation dividend distributions ("Distributions") to stockholders of record as of the close of business on July 7, 2015. Pursuant to the Plan and the dissolution of EMRISE, the Company made five Distributions in an aggregate total amount of $14,987,517 or $1.3785 per share. The Company has no remaining assets; no further Distributions will be made.
3. What distributions have been made?
A. Please see the “INFORMATION ABOUT LIQUIDATION DISTRIBUTIONS” section of this website for a detailed description of the Distributions.
4. Who was entitled to liquidation dividend distributions?
A. Distributions were made to stockholders of record as of the close of business on July 7, 2015. On December 9, 2015, the Company announced the record date was changed from July 1, 2015 to July 7, 2015 to recognize those share transactions that had been initiated by July 1, 2015 but had not yet been settled and recorded in the books of the Company’s transfer agent until a few days after that date.
5. Will there be any subsequent liquidation dividend distribution from the sale of assets to stockholders?
A. No, the fifth and final distribution was made to stockholders and the Company has been dissolved. The dissolution of EMRISE means that all the Company’s business operations and activities have ceased, and no further public announcements will be made.
6. What if I have additional questions regarding EMRISE, the Plan of Dissolution or my shares of EMRISE common stock?
A. You may contact:
For questions about EMRISE Common Stock, contact VStock Transfer
Allison Niccolls, Director of Operations
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
Phone: (212) 828-8436 Ext. 103
Facsimile: (646) 536-3179
7. What was the trading symbol for EMRISE’s common stock?
A. The Company’s common stock no longer trades; however, when the stock traded on the OTCQB, the trading symbol was EMRI.
8. HOW MANY SHARES OF EMRISE common stock WERE ISSUED AND OUTSTANDING?
A. The total number of shares of EMRISE common stock issued and outstanding and used in the calculation of all five liquidation dividends was 10,872,337.
9. How can I find out how much I paid for my shares when I purchased them?
A. Your purchase will have been transacted by a broker, or by you through an online brokerage firm, or an attorney, etc. You should locate the original paperwork or contact that broker, brokerage firm or attorney to ascertain the price you paid. EMRISE does not have records of individual stockholder transactions.