Modern Technology Corp Initiates Tender Offer to Acquire Harvey Electronics
via COMTEX
April 3, 2006
OXFORD, MS, Apr 03, 2006 (MARKET WIRE via COMTEX) --
Modern Technology Corp (OTC BB: MOTG) a diversified technology development and acquisition company announced today the formal commencement of a Tender Offer to stockholders of Harvey Electronics pursuant to Regulation 14D of the Securities and Exchange Act of 1934, as Amended. A "SCHEDULE TO" Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 will be timely filed with the Securities and Exchange Commission subsequent to this announcement.
The summary of the offer's terms and some answers to common questions appear below.
Anthony Welch, Modern Technology Corp's Chairman said, "We feel this to be an outstanding offer to current Harvey Electronics stockholders. Not only does this offer provide a superb cash distribution and excellent premium above market price, but it also provides an equity position in the new larger organization. Stockholders of Harvey will continue as stockholders of a new and more powerful combined organization, with far greater market liquidity, a fantastic vision, a model of continuous growth, and expecting to generate a profitable $65,000,000 in revenue for 2006. We welcome the stockholders of Harvey Electronics to our bold vision for the future."
Modern Technology Corp is offering to purchase 51% of the outstanding shares of common stock of Harvey Electronics, Inc. (NASDAQ: HRVE) for $1.15 per share, upon the terms and subject to the conditions set forth in this Offer to Purchase. The following are some of the questions stockholders may have and answers to those questions.
Who is offering to buy my securities?
Our name is Modern Technology Corp. We are a Nevada corporation formed in 1982. We are a diversified technology development and acquisition company, building revenues through continuous growth, strategic acquisitions, and commercialization of nascent technology. MOTG improves operating efficiencies through the elimination of cost redundancies and realized synergy between subsidiaries. MOTG also commercializes new technology and provides to its subsidiaries new product lines, operations infrastructure, and significant intellectual capital. The company's mission is to build shareholder value through a model of continuous growth. Web Address:
http://www.moderntechnologycorp.com.
What securities are you offering to purchase?
We are offering to purchase 51% of the outstanding common stock of Harvey Electronics, Inc. We refer to one share of Harvey Electronics, Inc. common stock as a "share" or "Share." No shares will be purchased if less than 51% are Tendered. No shares will be purchased beyond the first 51% tendered.
How much are you offering to pay for my securities and what is the form of payment?
We are offering to pay you $1.15 per share in cash and stock without brokerage fees, commissions or, except in certain circumstances, transfer taxes. The offer consists of $0.80 per share paid in cash upon expiration of this Offer, and $0.35 in Convertible Warrants per share payable at the expiration of this Offer.
The Warrant holder shall have the right to exchange his Warrant, at any time, for Common Stock in Modern Technology Corp and the Warrant holder will be guaranteed a number of shares of Modern Technology Common Stock worth no less than $0.35 at the time of Conversion. If the Market Price of Modern Technology Corp is above $0.35, the Warrant holder shall be entitled to one share of Modern Technology Corp Common Stock. The Warrant holder is under no obligation to sell the Common Stock he receives under exercising his Conversion privilege. Modern Technology Corp believes this provides the Warrant holder the ability to participate in the anticipated growth of Modern Technology Corp while at the same time, providing the ability to redeem his warrant for marketable securities at a guaranteed minimum.
Do you have the financial resources to pay for the shares?
We will need approximately $1,500,000 to fund the initial cash portion of the offer for all shares and to pay related fees and expenses. As of April 3rd, 2006, we have secured a commitment from our investors to provide $1,500,000 in cash to support this Offer. The equity portion of the Offer will be issued to all stockholders of Harvey Electronics who have tendered their shares. This equity distribution will be authorized and effected pursuant to a Board Resolution of the Board of Directors of Modern Technology Corp upon completion of the Tender Offer process.
Is your financial condition relevant to my decision to tender in the offer?
Because the form of payment consists of cash and securities with guaranteed minimums, and is not conditioned upon any financing arrangements other than from our investors, we do not think our financial condition is material to your decision whether to tender in the offer. However, you may view our most recent quarterly and annual financial information by visiting our filings with the U.S. Securities and Exchange Commission at
http://www.sec.gov.
What does the Board of Directors of Harvey Electronics, Inc. think of the offer?
Harvey Electronics Inc.'s Board of Directors has not approved this offer or otherwise commented on it as of the date of this Offer to Purchase. Within 10 business days after the date of this Offer to Purchase, Harvey Electronics, Inc., is required by law to publish, send or give to you (and file with the Securities and Exchange Commission) a statement as to whether it recommends acceptance or rejection of the offer, that it has no opinion with respect to the offer or that it is unable to take a position with respect to the offer.
How long do I have to decide whether to tender in the offer and how does the offer expire?
You have until the expiration date of the offer to tender. The offer currently is scheduled to expire at 12:00 midnight, New York City time, on Monday, May 1, 2006. We do not intend to extend the expiration date of the offer at the present time. If the offer is extended, we will issue a press release announcing the extension at or before 9:00 A.M. New York City time on the next business day after the date the offer was scheduled to expire.
We may elect to provide a "subsequent offering period" for the offer. A subsequent offering period, if one is included, will be an additional period of time beginning after we have purchased shares tendered during the offer, during which stockholders may tender, but not withdraw, their shares and receive the offer consideration. We do not currently intend to include a subsequent offering period, although we reserve the right to do so.
The Offer will expire upon the first 51% of the common stock of Harvey Electronics being Tendered.
The Offer will expire in the event the Board of Directors of Harvey Electronics and Modern Technology Corp enter into a Definitive Agreement whereby Harvey Electronics and Modern Technology Corp agree, in substantive part, to a plan of acquisition or sale of assets resulting in Modern Technology Corp being the majority or sole owner of the common stock or assets of Harvey Electronics. Stockholders would receive a Proxy to cast their vote on the proposed transaction subsequent to a Definitive Agreement.
What are the most significant conditions to the offer?
The offer is conditioned upon, among other things there being validly tendered and not withdrawn before the expiration of the offer a number of shares representing at least a majority of the total number of shares outstanding on a fully diluted basis.
How will I be notified if the offer is extended?
If we decide to extend the offer, we will inform American Stock Transfer & Trust Company, the depositary for the offer, of that fact and will make a public announcement of the extension, no later than 9:00 A.M., New York City time, on the next business day after the date the offer was scheduled to expire.
How do I tender my shares?
To tender shares, you must deliver the certificates representing your shares, together with a completed Letter of Transmittal and any other required documents, to Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016, Tel: (90
497-2300 not later than the time the offer expires. If your shares are held in street name by your broker, dealer, bank, trust company or other nominee, such nominee can tender your shares through The Depository Trust Company. If you cannot deliver everything required to make a valid tender to the transfer agent before the expiration of the offer, you may have a limited amount of additional time by having a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP), guarantee, pursuant to a Notice of Guaranteed Delivery, that the missing items will be received by the depositary within three Nasdaq National Market trading days. However, the depositary must receive the missing items within that three trading day period.
Until what time can I withdraw tendered shares?
You can withdraw tendered shares at any time until the offer has expired, and, if we have not by May 7, 2006, agreed to accept your shares for payment, you can withdraw them at any time after such time until we accept shares for payment. You may not, however, withdraw shares tendered during a subsequent offering period, if one is included.
How do I withdraw tendered shares?
To withdraw shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to Registrar and Transfer Company while you have the right to withdraw the shares.
When and how will I be paid for my tendered shares?
Subject to the terms and conditions of the offer, we will pay for all validly tendered and not withdrawn shares promptly after the later of the date of expiration of the offer and the satisfaction or any waiver of the conditions to the offer relating to governmental or regulatory approvals. We do, however, reserve the right, in our sole discretion and subject to applicable law, to delay payment for shares until satisfaction of all conditions to the offer relating to governmental or regulatory approvals.
If a majority of the shares are tendered and accepted for payment, will Harvey Electronics, Inc. continue as a public company?
Harvey Electronics, Inc. will continue to be publicly owned. However, if we purchase all the tendered shares, there may be so few remaining stockholders and publicly held shares that the shares will no longer be eligible to be traded on a securities exchange, there may not be a public trading market for the shares, and Harvey Electronics, Inc. may cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with the SEC rules relating to publicly held companies. In either case, Harvey Electronics will continue its operations as a majority owned subsidiary of Modern Technology Corp.
If I decide not to tender, how will the offer affect my shares?
At the present time we are not offering to purchase any shares beyond 51% of the common stock of Harvey Electronics. We may make such an offer in the future. The remaining 49% of the Common Stock, the number of stockholders and the number of shares that are still in the hands of the public may be so small that there will no longer be an active or liquid public trading market (or, possibly, any public trading market) for shares held by stockholders other than Modern Technology Corp., which may affect
prices at which shares trade. Also, as described above, Harvey Electronics, Inc. may cease making filings with the Securities and Exchange Commission or being required to comply with the SEC rules relating to publicly held companies.
What is the market value of my shares as of a recent date?
On March 31 2006, the last full trading day before the announcement of our intention to commence the offer, the last reported sales price of Harvey Electronics, Inc. common stock reported on the Nasdaq National Market was $0.65 per share. Please obtain a recent quotation for your shares prior to deciding whether or not to tender.
What are the federal income tax consequences of participating in the offer?
In general, your sale of shares pursuant to the offer will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. You should consult your tax advisor about the tax consequences to you of participating in the offer in light of your particular circumstances.
Who can I talk to if I have questions about the offer?
You can call Modern Technology Corp at 1.662.236.5928.
Contact: Investor Relations Modern Technology Corp 1420 North Lamar Blvd. Oxford, MS 38655 USA Phone: +1.662.236.5928 Fax: +1.662.236.7663 Web:
http://www.moderntechnologycorp.com We are a public company trading under the symbol "MOTG" on the OTCBB
SOURCE: Modern Technology Corp
http://www.moderntechnologycorp.comCopyright 2006 Market Wire, All rights reserved. ********************************************************************** As of Thursday, 032006 23:59, the latest Comtex SmarTrend(SM) Alert, an automated pattern recognition system, indicated a DOWNTREND on 08-12-2005 for HRVE @ $1.16. (C) 2006 Comtex News Network, Inc. All rights reserved.
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