Exhibit 99.1
NOVT CORPORATION ANNOUNCES INTENTION TO DEREGISTER ITS COMMON STOCK
AND RIGHTS TO PURCHASE SERIES A PARTICIPATING PREFERRED STOCK WITH THE
SECURITIES AND EXCHANGE COMMISSION
SAN JOSE, Ca., August 11 /PRNewswire-FirstCall/ -- NOVT Corporation
(Pink Sheets: NOVT.PK) today announced that it intends to file a Form 15 today
with the Securities and Exchange Commission to deregister its Common Stock and
Rights to Purchase Series A Participating Preferred Stock and suspend its
reporting obligations under the Securities Exchange Act of 1934. The Company
expects the deregistration to become effective within ninety (90) days of the
filing with the SEC.
As a result of the filing of the Form 15, the Company's obligation to
file with the SEC certain reports and forms, including Forms 10-K, 10-Q and 8-K,
will immediately cease. The Company presently intends to continue to make
available its periodic financial information commencing with the period ending
June 30, 2006. The Company's Common Stock will continue to be traded on the Pink
Sheets.
The Company's Board of Directors determined, after careful
consideration, that deregistering is in the overall best interests of the
Company's stockholders. Several factors were considered by the Board of
Directors in making this decision, including the following:
o The elimination of disproportionately large costs associated with the
preparation and filing of the Company's periodic reports and other
filings with the SEC;
o The elimination of substantial increases in legal, audit and other
costs associated with being a public company in light of new
regulations promulgated as a result of the Sarbanes-Oxley Act of 2002
and the SEC rules thereunder;
o The nature and extent of current trading in the Company's Common
Stock, which is limited;
o The concentration of stock ownership in relatively few holders of the
Company's Common Stock; and
o The lack of analysts' coverage and minimal liquidity for the Company's
Common Stock.
The Company's stockholder rights plan, which limits the stockholders'
ability to own in excess of 4.9% of the Company's outstanding Common Stock
pursuant to the Amended and Restated Rights Agreement between the Company and
American Stock Transfer & Trust Company, will remain in effect after the
deregistration has been deemed effective.
ABOUT NOVT CORPORATION
On March 9, 2006, NOVT completed the sale of substantially all the assets of its
vascular brachytherapy business. NOVT's strategic plan is to redeploy its
existing resources to identify and acquire new business operations. NOVT's
redeployment strategy will involve the acquisition of one or more operating
businesses with existing or prospective taxable earnings. This strategy may
allow NOVT to realize future cash flow benefits from its net operating loss
carry-forwards ("NOLs"). In connection with the redeployment strategy, NOVT from
time to time may review potential acquisitions, conduct due diligence, enter
into letters of intent or similar agreements or otherwise evaluate potential
acquisitions, and if it deems advisable, negotiate definitive acquisition
agreements. No assurance can be given that the Company will find suitable
candidates, and if it does, that it will be able to utilize its existing NOLs.
NOVT's common stock is currently traded in the Pink Sheets under the symbol
NOVT.PK. For general company information, please visit NOVT's website at
NOVTCorporation.com.
SAFE HARBOR WARNING
Forward-looking statements in this press release are made pursuant to the
provisions of Section 21E of the Securities Exchange Act of 1934. Investors are
cautioned that statements in this press release, which are not strictly
historical statements, constitute forward-looking statements. Actual results or
events could differ materially from those anticipated in forward-looking
statements. These risks and uncertainties include the Company's ability to
succeed in its redeployment strategy, as well as risks and uncertainties that
are set forth from time to time in the Company's SEC reports, including its
Annual Report on Form 10-K for the year ended December 31, 2005 and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. The Company
disclaims any obligation to publicly update or revise any such statements to
reflect any change in the Company's expectations or events, conditions or
circumstances on which any such statement may be based, or that may affect the
likelihood that actual results will differ from those set forth in the
forward-looking statements.
SOURCE: NOVT Corporation
08/11/2006
CONTACT: Terry Gibson of NOVT Corporation, +1-408-236-7517/
(NOVT.PK)
