Item 7.01. Regulation FD Disclosure.
On
A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K may contain certain "forward-looking statements"
(including "forward-looking statements" within the meaning of the
Although the Company believes the expectations contained in its forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove correct. Such risks and uncertainties include: risks and uncertainties
related to the proposed transaction with Parent and Merger Sub including, but
not limited to: the expected timing and likelihood of completion of the pending
Merger; the risk that the parties may not be able to satisfy the conditions to
the pending Merger in a timely manner or at all; risks related to disruption of
management time from ongoing business operations due to the proposed Merger; the
risk that any announcements relating to the pending Merger could have adverse
effects on the market price of the Company's common stock; and the risk that the
proposed transaction and its announcement could have an adverse effect on the
ability of the Company to retain and hire key personnel and maintain
relationships with its customers, agents or business counterparties, and on its
operating results and businesses generally. The Company undertakes no obligation
to correct or update any forward-looking statements, whether as a result of new
information, future events or otherwise. Additional information on factors that
may affect the business and financial results of the Company can be found in the
filings of the Company made from time to time with the
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the pending Merger involving the
Company and Parent. The Company will prepare an information statement for its
stockholders containing the information with respect to the Merger specified in
Schedule 14C promulgated under the Exchange Act and describing the pending
Merger. When completed, a definitive information statement will be mailed to the
Company's stockholders. INVESTORS ARE URGED TO CAREFULLY READ THE INFORMATION
STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PENDING MERGER. These documents will be available at no
charge on the
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