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EMRISE CORPORATION
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PRESS RELEASE Source: EMRISE CORPORATION
EMRISE CORPORATION TO HOLD SPECIAL STOCKHOLDERS' MEETING APRIL 15, 2005
Friday March 18, 8:45 am ET
RANCHO CUCAMONGA, Calif.--(BUSINESS WIRE)--March 18, 2005--EMRISE CORPORATION
(OTCBB:EMRI - NEWS), a multi-national manufacturer of defense and aerospace
electronic components and subsystems and communications equipment, today
announced a special stockholders' meeting to be held at 10 a.m. Pacific time on
April 15, 2005, at the Company's corporate offices in Rancho Cucamonga.
The purposes of the meeting are for the stockholders of record as of the close
of business on March 7, 2005:
1. To consider and vote upon a proposal to increase the Company's authorized
shares of common stock from 50 million to 150 million.
2. To consider and vote upon a proposal to clarify the mechanics of the
Company's classified board.
3. To consider and vote upon a proposal to amend and restate the Company's
certificate of incorporation to modernize and conform the certificate of
incorporation to current Delaware corporate law and practices.
4. To transact any other business that properly comes before the special
meeting.
Randolph D. Foote, EMRISE's chief financial officer, commented, "As we continue
to execute our growth plan, we want to ensure that the Company has all the means
necessary to capitalize on the significant operational improvements and
accomplishments we have achieved in the past year.
The measures proposed for consideration at this meeting are designed to provide
us with an opportunity to update our charter documents, clarify the mechanics
and operation of the board, and increase the number of shares authorized for
issuance by the Company. An increase in authorized shares would provide the
Company with additional flexibility in structuring purchase terms as we continue
to evaluate acquisition candidates that we expect to be both synergistic and
accretive of our earnings. The acquisition of Larus Corporation in July 2004 was
completed with approximately 20 percent of the purchase price paid in common
stock. The recently announced Pascall Electronics Ltd. acquisition is planned to
be completed with the use of cash only. These acquisitions were structured, and
we intend that future acquisitions will be structured, to use equity in a
judicious manner if we deem the use of equity to be appropriate. Management
encourages stockholders to vote in favor of these proposals by attending the
special meeting or voting by proxy.
About EMRISE CORPORATION
EMRISE CORPORATION is a multi-national manufacturer of defense and aerospace
electronic components and subsystems and communications equipment. Our
electronic components group, which includes XET Corporation and its
international subsidiaries, provides custom power conversion products, digital
and rotary switches and subsystem assemblies to the North American, European and
Asian electronic components market that are primarily used for defense,
aerospace and industrial applications. Our communications equipment group,
consisting of CXR Larus Corporation and its subsidiary, CXR Anderson Jacobson,
provides network access and transmission products, communications test
instruments and satellite network timing and synchronization systems to the
North American, European and Asian communications industry. Founded in 1983,
EMRISE CORPORATION operates out of facilities in the United States, England,
France and Japan. As of January 30, 2005, the Company had a total of 216
employees in its various subsidiaries and divisions. www.emrise.com
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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
With the exception of historical information, the matters discussed in this
press release, including without limitation statements regarding the Company's
continued execution of its growth plan, evaluation of acquisition candidates and
future uses of authorized capital are forward-looking statements that involve a
number of risks and uncertainties. The actual future results of EMRISE
CORPORATION could differ from those statements. Factors that could cause or
contribute to such differences include, but are not limited to: the ability of
EMRISE to continue to execute its growth plan and identify, evaluate and
consummate acquisitions that are synergistic and accretive to earnings, with or
without the increase in authorized shares; the ability of EMRISE to fund and
integrate acquired businesses in a timely and efficient manner to provide
additional cost savings and margin enhancements; the receipt and timing of
contracts and orders for EMRISE's products from existing and potential
customers; EMRISE's ability to fulfill backlog orders; market and economic
conditions; changes in technology and governmental regulations and policies;
competitive products and services; unforeseen technical issues; and those
factors contained in the "Risk Factors" Section of the Company's Form 10-K for
the year ended December 31, 2003, and other public filings.
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CONTACT:
EMRISE CORPORATION
Randolph D. Foote, 909-987-9220, ext. 3201
or
Hayden Communications
Matt Hayden or Brett Maas, 843-272-4653
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Source: EMRISE CORPORATION