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Information about Liquidation Dividend Distributions

Initial Liquidation Dividend Distribution

On December 1, 2015, EMRISE Corporation authorized its paying agent, VStock Transfer, LLC (the “Paying Agent”), to make an initial distribution of $0.75 per share (the “Initial Distribution”) to its stockholders of record as of the close of business on July 1, 2015.  The Initial Distribution was made as previously announced on November 16, 2015, and was in connection with the Company’s previously announced voluntary Plan of Dissolution that was approved by its stockholders at a special meeting of stockholders held on June 25, 2015 (the “Plan”).

Second Liquidation Dividend Distribution

On April 19, 2016, EMRISE announced that it had instructed the Paying Agent, to begin the process of sending the previously announced second liquidation distribution of $0.36 per share (the “Second Distribution”) to its stockholders of record as of the close of business on July 7, 2015. 

The Second Distribution was made in connection with the Company’s previously announced voluntary Plan of Dissolution that was approved by its stockholders at a special meeting held on June 25, 2015 (the “Plan”). When paid, the Second Distribution brought the total amount of liquidation distributions paid to stockholders under the Plan to $1.11 per share.

The Second Distribution followed the previously announced closing of the Company’s sale of its remaining business unit, CXR Anderson Jacobson S.A.S. (CXR-AJ) based in France, which occurred on February 18, 2016 (the “Transaction”).  Details of the Second Distribution were disclosed in a news release disseminated on March 15, 2016, and in a Form 8-K filed with the Securities and Exchange Commission on March 18, 2016.

Third Liquidation Dividend Distribution

On October 24, 2016, EMRISE announced that it had instructed the Paying Agent, to begin the process of distributing the previously announced third liquidation dividend of $0.12 per share (the “Third Distribution”) to its stockholders of record as of the close of business on July 7, 2015.

The Third Distribution was made in connection the Plan. The Third Distribution brought the total amount of liquidation dividends distributed to stockholders under the Plan to $13.37 million, or $1.23 per share.

As previously announced, the Third Distribution included $900,000, or approximately $0.08 per share, that had been on deposit in an escrow account set up to secure certain indemnification obligations of the Company related to the June 30, 2015 sale of the Company’s wholly-owned electronic devices subsidiary in England, EMRISE Electronics Ltd. (EEL).  The Third Distribution also included an additional $400,000, or $0.04 per share, from a reduction in the estimate of future dissolution liabilities, which had been released from reserve.  

Fourth Liquidation Dividend Distribution

On June 5, 2017, EMRISE announced that it had instructed the Paying Agent to begin the process of distributing the previously announced fourth liquidation dividend of $980,000, or $0.09 per share, to its stockholders of record as of the close of business on July 7, 2015 (the “Fourth Distribution”).

The Fourth Distribution was made in connection with the Plan. The Fourth Distribution brought the aggregate total amount of liquidation dividends distributed to stockholders under the Plan to $14.35 million, or $1.32 per share.

As previously disclosed, the Fourth Distribution consists of funds from the sale of the Company’s assets after distributing the prior three liquidation dividends to stockholders; the payment of all obligations to date associated with the Plan; and after deducting the amount the Company believes will be required to pay State and Federal taxes and any remaining costs or liabilities incurred in connection with the dissolution of the Company.

Fifth and FINAL LIQUIDATION Dividend Distribution

On October 18 2019, EMRISE announced that it instructed the Paying Agent on October 17, 2019, to begin distributing the fifth and final liquidation dividend of $636,032, or $0.0585 (5.85 cents) per share, to its stockholders of record as of the close of business on July 7, 2015 (the “Final Distribution”).

The Final Distribution was made pursuant to the Plan. The Final Distribution brings the aggregate total of liquidation dividends distributed to stockholders under the Plan to $14,987,517, or $1.3785 per share.

As previously disclosed, per the terms of the Plan, the Final Distribution consists of funds from the sale of the Company’s assets after distributing the prior four liquidation dividends to stockholders; the payment of all obligations associated with the Plan including State and Federal taxes; and any remaining costs or liabilities incurred in connection with winding down and dissolution of the Company.  

Since EMRISE has concluded the execution of the Plan by initiating the distribution of the fifth and final liquidation dividend to its stockholders and winding down and dissolving the Company, it is no longer in business.

Other Information

Only holders of record of the Company’s common stock as of the close of business on July 7, 2015, were eligible to receive distributions of funds from the sale of the Company’s assets in connection Company’s dissolution under the terms of the Plan.

The total number of shares of EMRISE common stock issued and outstanding and used in the calculation of all five liquidation dividends was10,872,337. 

Stockholders Holding Physical Certificates:

For those stockholders who hold physical certificates for their shares of EMRISE common stock (“Certificate Holders”), checks for a liquidation dividend distribution are mailed to the Certificate Holders’ latest mailing address on file with the Company’s Paying Agent. Certificate Holders should contact the Paying Agent (contact information below) if they do not receive a check or if they need to make any changes to their addresses or accounts.

CONTACTS:            

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
www.VStockTransfer.com  

Or  

Rene Caron     
(949) 813-6945 
rhcaron@gmail.com 

Stockholders Holding in “Street Name:”

For stockholders whose shares of EMRISE common stock are held in “Street Name” at a brokerage firm (“Street Name Holders”), the aggregate amount of funds required for a liquidation dividend distribution (“Distribution”) to the Street Name Holders are sent to the Depository Trust Company (“DTC”). DTC then wire transfers to each of the brokerage firms involved the funds necessary for the brokerage firms to deposit a Distribution into the Street Name Holders’ brokerage accounts where EMRISE shares of common stock are held.  Street Name Holders should contact their brokerage firms if they have any questions regarding the receipt, processing and/or timing of a Distribution.
 
FOR A DETAILED DESCRIPTION OF THE PLAN AND THE MATTERS RELATING TO IT, STOCKHOLDERS ARE ENCOURAGED TO READ CAREFULLY THE COMPANY’S NEWS RELEASE DATED JUNE 30, 2015, ITS CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2015, AND THE PROXY STATEMENT IT MAILED TO STOCKHOLDERS BEGINNING MAY 11, 2015.

Forward Looking Statements

Certain statements on this website and in the Company’s news releases, filings with the Securities and Exchange Commission (the “SEC”) and oral statements made from time to time by representatives of EMRISE regarding the sales of the Company’s assets and the dissolution, liquidation and closing of the Company, the liabilities of EMRISE, the net proceeds anticipated to be available for Final Distribution to the Company’s stockholders, the distribution of funds to stockholders and other matters, all of which have been based on information then available to the Company’s management as well as management’s assumptions and beliefs, are forward-looking statements (“Forward-looking Statements”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For this purpose, any such statements that are not statements of historical fact may be deemed to be Forward-looking Statements. Forward-looking Statements include, without limitation, statements regarding the Company’s expectations, beliefs, or intentions that are signified by terminology such as “subject to,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “can,” the negatives thereof, variations thereon and similar expressions. Such Forward-looking Statements reflect the Company’s current views with respect to future events, based on what the Company believes are reasonable assumptions; however, such statements are subject to certain risks and uncertainties. Certain of these risks and uncertainties are described in greater detail in EMRISE’s filings with the SEC. The Company disclaims any intention or obligation to update or review any Forward-looking Statements or information, whether as a result of new information, future events or otherwise. The Company undertakes no obligation to comment on statements made by third parties in respect to the Company, the Liquidation Dividend Distributions or the Company’s Dissolution and related transactions pursuant to the Plan.