1. Is EMRISE Corporation (“EMRISE” or the “Company”) in the process of being dissolved?
A. Yes. At a special meeting of stockholders held on June 25, 2015 (the “Special Meeting”), EMRISE stockholders approved the Company’s voluntary Plan of Dissolution (the “Plan”). At the Special Meeting the stockholders also 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 a sale of its remaining assets, which at that time included the sale of 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 can stockholders expect to receive any distribution of funds from the sale of the Company’s assets?
A. Yes, under the terms of the Plan, EMRISE has been collecting the funds from the sale of its assets and paying 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. As of the week of June 5, 2017, the Company has made four Distributions with an aggregate total to $14.35 million, or $1.32 per share. Please refer to the answer to FAQ #4 below for further information about each of the four Distributions.
3. Who is entitled to future distributions?
A. Distributions will be 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.
4. What distributions have been made so far?
A. On December 1, 2015, EMRISE made an Distribution to stockholders of $0.75 per share.
Subsequent to the sale of CXR-AJ in February 2016, EMRISE made a second Distribution to stockholders of $0.36 per share on April 19, 2016.
On October 24, 2016, EMRISE made a third Distribution to stockholders of $0.12 per share.
On June 5, 2017, EMRISE made a fourth Distribution of $0.09 per share.
The fourth Distribution brings the aggregate total of Distributions to stockholders under the Plan, to $14.35 million, or $1.32 per share.
5. Why was the initial distribution less than the $0.95 to $1.00 range originally anticipated to be distributed to stockholders from the proceeds of the sale of the Company's Electronic Devices business?
A. Prior to the sale of CXR-AJ in February 2016, the Company determined it needed to increased its reserve to satisfy and discharge all known, potential, or contingent debts, obligations, and liabilities of the Company by approximately $3.6 million to cover additional liabilities in the event CXR-AJ was not sold.
Increasing this reserve had the effect of reducing the previously anticipated initial Distribution to EMRISE stockholders from a range of $0.95 to $1.00 per share to a revised initial distribution of $0.75 per share.
It was the Company’s expectation at that time, that if a sale of CXR-AJ could be completed in the near term, the Company would make another Distribution to stockholders in an amount, that when added to the initial Distribution, would result in stockholders receiving at least $0.95 to $1.00 per share.
6. After the initial distribution was made, what would the balance of the Company’s reserve have been to satisfy and discharge all known, potential, or contingent debts, obligations, and liabilities of the Company?
A. Immediately after the initial Distribution, the size of the Company’s reserve was estimated to be approximately $6.8 million, of which approximately $3.6 million was held to cover any additional liabilities arising in the event that a sale of CXR- AJ could not be achieved and $3.2 million was expected to be used to pay all liabilities known to the Company as of November 16, 2015.
7. What were the details of the sale of CXR-AJ?
A. On February 18, 2016, EMRISE completed the sale of all of the issued and outstanding stock of CXR-AJ to Carmine T. and Georgeann Oliva (the “Transaction”). Full details of the Transaction can be found by referring to the news release disseminated on February 18, 2016, that announced the sale of CXR-AJ, and the Form 8-K filed with the Securities and Exchange Commission (SEC) on February 22, 2016. The Form 8-K includes copies of the Stock Purchase Agreement, the Promissory Note, and the news release all dated February 18, 2016.
8. Will there be any subsequent distribution of assets to stockholders?
A. If EMRISE can make another Distribution to its stockholders, it would be the final such distribution, the amount would be minimal and it would only be made upon completion of the voluntary dissolution of the Company, which is currently scheduled to occur in July 2018.
In the future, EMRISE intends to only make public disclosures that are necessary to provide its stockholders with essential information about the status of the Plan.
9. Who is eligible for any subsequent distribution of the Company’s assets?
A. Only holders of record of the Company’s common stock as of the close of business on July 7, 2015, are eligible to receive any Distribution of the Company’s assets, in connection with the Company’s Plan.
10. Can I still transfer my shares of common stock?
A. In connection with the Company’s filing of a Certificate of Dissolution, the Company ceased trading on the OTC marketplace’s OTCQB, closed its stock transfer books, and discontinued recording transfers of the Company’s common stock, as of the close of business on July 7, 2015. Accordingly, certificates representing shares of common stock of the Company are not assignable or transferable on the books of the Company except by will, intestate succession, or operation of law.
11. I have changed my name since July 1, 2015, what should I do?
A. You should notify our paying agent, VStock Transfer, of your new name in order that they can amend their records. The contact information for VStock Transfer follows:
Director of Operations
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
Phone: (212) 828-8436 Ext. 103
Facsimile: (646) 536-3179
12. I have changed my address, what should I do?
A. You should notify our paying agent, VStock Transfer, of your new address so they can amend their records. To facilitate that process we have included below a link to a PDF file that contains the Address Change Form. You should download and print the form, fill it out, sign it and send it to VStock Transfer, attention Allison Niccolls. You may send the form by fax or mail the form to VStock Transfer at the address at the top of the form. If any subsequent distribution is ever made to stockholders, the Address Change Form would need to be at VStock Transfer well before the date of any such distribution.
To access and download the Address Change Form, please click on the link:
In order to view and print this PDF file, you will need to have the appropriate Adobe Reader plug-in installed on your computer or tablet. If you don’t have the plug-in installed on your system, click on the link to obtain a free copy of the Adobe Reader plug-in from the Adobe website:
If you prefer, you may also contact Rene Caron or Nathan Abler of DresnerAllenCaron at firstname.lastname@example.org or email@example.com or call (949) 474-4300 and they will e-mail or fax you a copy of the form.
13. I hold shares of the Company’s common stock because the owner of the stock as of July 1, 2015 has deceased and the shares were bequeathed to me. Am I eligible for any distribution of assets?
A. Under those circumstances, you should contact our paying agent, VStock Transfer. You will need to provide appropriate documentation in order for VStock Transfer to record the transfer.
14. My broker tells me that the shares of EMRISE common stock that I own apparently have no value. My broker said that when entering the stock symbol EMRI in an attempt to get a price quote on the OTC marketplace’s OTCQB, EMRISE is not listed. Also, when entering the stock symbol EMRI on the Nasdaq website or Yahoo Finance website there is no current price or volume indicated for the stock and the only price is a previous close. Is my broker correct in saying that the EMRISE shares of stock have no value?
A. No. As previously disclosed, on July 1, 2015, the Company dissolved as a legal entity. At such time, EMRISE’s stock ceased trading on the OTC marketplace’s OTCQB, the stock transfer books were closed, and recording transfers of the Company’s common stock was discontinued, as of the close of business on July 1, 2015. However, under the Plan, stockholders of record as of the close of business on July 7, 2015, have been sent to date in four separate Distributions for an aggregate total of $1.32 per share, or $14.35 million.
15. What if I have additional questions regarding EMRISE, the Plan of Dissolution or my shares of EMRISE common stock?
A. You may contact Rene Caron or Nathan Abler of DresnerAllenCaron at firstname.lastname@example.org or email@example.com or call them at (949) 474-4300. You may also contact the Company’s paying agent, VStock Transfer LLC, at the contact number above.
16. When was EMRISE incorporated?
A. EMRISE was incorporated in the State of Delaware on July 14, 1989.
17. How many people are employed at EMRISE?
A. In order to minimize costs and therefore maximize the return to shareholders EMRISE has taken all possible steps to reduce employee and other costs. EMRISE now has no employees and, as of March 19, 2016, the size of its Board of Directors was reduced from three Directors to one, Mr. Frank P. Russomanno who is continuing to serve as the Company’s Executive Director.
18. Where can I contact the Company?
A. EMRISE can be contacted via regular mail at:
c/o Lucosky Brookman
101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830
19. What is 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
20. When does EMRISE’s year end?
A. EMRISE’s fiscal year runs from January 1 to December 31.
21. How can I replace a stock certificate that has been lost or damaged?
A. Contact our Paying/Transfer Agent, VStock Transfer, and refer to Cusip # 29246J200.
22. How can I get my old certificates exchanged for new ones?
A. If you have a certificate in a company that you think was acquired by EMRISE and/or if you have certificates for stock in EMRISE acquired prior to the November 2008 reverse stock split, please contact our Paying/Transfer Agent, VStock Transfer, and refer to Cusip # 29246J200.
23. 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.