Siti-Sites.com, Inc. Announces December 20, 2006 for Cessation of Trading, and Record Date for any Future Liquidating Dividends,
November 27 2006 - 11:58AM
PR Newswire (US)
NEW YORK, Nov. 27 /PRNewswire-FirstCall/ -- Siti-sites.com, Inc.
(OTC Bulletin Board: SITN-News; SITN.PK, and by Email to ) (CUSIP
82981 -- formerly named Spectrum Information Technologies, Inc. and
called "Siti" in its various SEC reports, symbol SITN.PK)
previously announced that stockholders duly approved its Plan of
Final Liquidation and Dissolution (the "Plan") effective November
14, 2006. The Plan has been implemented by recent filing of its
Certificate of Dissolution, effective by its terms on December 20,
2006, together with payment of Delaware taxes and filing fees due
and owing. The Delaware division of corporations and franchise
taxes recently confirmed to Siti telephonically upon cursory review
(a practice used due to filing backlogs), that Siti's payments and
filings were in order. Continuation for Future Liquidating
Distributions Siti will not henceforth conduct business in any
capacity. But the corporation will remain in continuing existence
after the effective date of its Dissolution solely for purposes of
collecting on all sums due and owing to it, and for purposes of
bringing suit or defending any claims against it, for at least
three years. Such three years is subject to further extension if
remaining sums are receivable; or any future obligations become due
and payable. No obligations are presently known to exist that Siti
has not paid or provided for. This procedure continuing as long as
reasonably necessary beyond three years is embodied in Sections 278
and other provisions of the Delaware General Corporation Law for
purposes of suit and winding up of corporate affairs. It was
explained in the Plan and the related Proxy Statement. Cancellation
of Shares in Liquidation The Plan provides for cessation of trading
by prompt cancellation of the shares after the Plan's effective
date. Further trading in the shares of Siti are expected to cease
by Wednesday, December 20, 2006, the operative date of the
Dissolution. This date is also the Record Date for former
stockholders as to their future entitlement, per share formerly
owned, as to any liquidating distributions in future years. This
announcement constitutes specific published notice of cessation of
trading to former stockholders and to market-makers for SITN.PK,
completing several earlier notices thereof. The shares of stock
will not be freely transferable thereafter. Future distribution of
liquidating dividends on the stock, if any, will be made only to
stockholders of record as of December 20, 2006 or their successors
by inheritance, succession or otherwise, as per the Plan. The Plan
provides for cancellation of all outstanding shares of Siti, in
exchange for the $.15 per share liquidating distribution to
stockholders made in 2006 and any liquidating distributions in
future years, resulting from a recent patent litigation settlement.
A net amount of $6,700 further has recently been received by Siti
under the settlement (as reduced one-third by fees owed to Siti's
special litigation counsel). But material additional settlement
sums, justifying the expenses of another liquidating distribution
to former stockholders of Siti, appear to be 18 months to two years
into the future, if then. However, they may become possible during
the extensive life of the patent portfolio involved (expiring at
various times as to each patent from 2009 through 2021). Siti is a
contingent creditor of the company owning the patents. The Plan
covers all such distributions, if any, making each former Siti
stockholder after December 20, 2006 entitled to future liquidating
dividends pro-rata per share, in accordance with his former share
ownership. Such status will apply to each liquidating distribution
which becomes feasible, after payment or provision for Siti's costs
of collection, administration, taxes, unforeseen expenses and any
new creditor claims (not now anticipated) that may hereafter arise.
The cash amounts distributed to shareholders in liquidation of Siti
in 2006 or hereafter distributed to shareholders, if any, shall be
deemed and treated as being in full payment in exchange for the
stock of Siti pursuant to Section 331 of the U.S. Internal Revenue
Code. The list of former Siti shareholders of record as of December
20, 2006 (the last date for securities trading) shall be used
thereafter solely to determine their pro rata entitlement per share
to any future cash payments under the Plan that may become
possible. Siti notes that there has been very little volume of
trading in its shares in the "Pink Sheets" (generally at $.05 per
share) since September, 2006 after announcing the Plan. Siti has
been telephonically advised by Pink Sheets LLC, that market makers
are expected to voluntarily terminate trading as of December 20,
2006 under their individual, existing practices. The cancelled
stock certificate of each former stockholder shall be the primary
source of its, or its successor, owner's right to receive any
future liquidating dividend payments. Other details of the Plan and
its economic and federal tax impact on both Siti and its
stockholders are described in the Proxy Statement sent to
stockholders commencing October 20, 2006, and still available on
the Internet as an SEC document duly filed by Siti. DATASOURCE:
Siti-sites.com, Inc. CONTACT: Toni Ann Tantillo, +1-914-779-7155
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