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DISSOLUTION AND LIQUIDATION
Dissolution And Liquidation 
 

General

 

        On July 28, 2014, we filed a Certificate of Dissolution with the Secretary of State of the State of Delaware and became a dissolved corporation.  As provided by law, we will remain in existence as a non-operating company for purposes of settling our affairs and closing our business, monetizing, disposing of and conveying our property, discharging our liabilities and distributing remaining assets to stockholders. These activities will include, for example:

 

·     monetizing our non-cash assets;

·     paying or making provision to pay claims and obligations; 

·     establishing reserves for future operating expenses; 

·     terminating our remaining commercial agreements, relationships or outstanding obligations; 

·     paying operating and liquidation expenses and satisfying any liabilities as they become due out of funds available in the reserves; 

·     distributing, or making provision to distribute, pro rata to our stockholders the assets of the Company remaining after payment or provision for payment of claims against and obligations of the Company.

 

 

Liquidating Distributions

    

       To date, we have made the following liquidating distributions:

 

Payment Date

Amount

of

Distribution

 

 

Per Share

 

Total

August 8, 2014              $4.05

$25,050,323

April 10, 2015

 

             $0.50

 

     $  3,092,633

October 23, 2015              $4.00      $24,741,060

 

       On March 1, 2016, the Company's Board of Directors declared an interim liquidating distribution of $1.82 per share (approximately $11.3 million in the aggregate) to our stockholders of record as of March 15, 2016. The Company expects such interim liquidating distribution to be paid on or about March 22, 2016.

 

        With respect to additional liquidating distributions, Delaware law requires that we pay or make provision to pay all of our liabilities and obligations, including contingent and conditional liabilities, claims that are subject to pending litigation involving the Company and certain claims that have not arisen or are unknown but that are likely to arise or become known in the future.  Uncertainties as to the amount of liabilities make it impossible to predict precisely amounts that will ultimately be available for distribution. We continue to incur claims, liabilities and  expenses (including professional fees, employee compensation, insurance, lease commitments and other expenses to conduct the wind-up of the Company's operations).  These claims, liabilities and  expenses could significantly reduce the amount of cash and other assets available for ultimate distribution to our stockholders.

  

        The amount or timing of any subsequent liquidating distribution will depend upon expenses incurred by us, the timing of the resolution of matters for which we have established reserves, the amount paid or to be paid in satisfaction of contingencies, our ability to monetize our remaining non-cash assets and the ultimate amount of proceeds realized thereon.  The Company’s principal non-cash assets consist of its investment in FA Technology Ventures, L.P. ("FATV").  These variables, many of which are not within the Company’s control, make it difficult or impossible for the Company to accurately predict the timing or amount of any subsequent distribution.  The Company plans make additional distributions at such times as is deemed appropriate, depending upon facts and circumstances existing at the time. Although our Board of Directors has not adopted a timetable for further liquidating distributions, subject to contingencies inherent in winding up our business, the Board of Directors intends to make such distributions as promptly as practicable, subject to the requirements of Delaware law. Completing this process will likely span a multi-year period.

   

        Owners of beneficial interests in our common stock who are not also record holders of our common stock (for example, those who hold ownership interests in our shares in book-entry form through DTC and other persons with ownership interests held in "street name" by a broker, bank or other nominee) are not entitled to liquidating distributions directly from the Company.  Instead, such owners must look to the ultimate record holder of shares to which their beneficial ownership relates.  You should contact your broker or other nominee regarding payment of liquidating distributions.