DALLAS, Dec. 29 /PRNewswire-FirstCall/ -- Affiliated Computer Services, Inc. , a premier provider of business process outsourcing and information technology solutions, announced that its Board of Directors has determined that the Company's 2006 Annual Meeting of Stockholders will be held on June 7, 2007, at a time and place to be announced in the Company's notice of annual meeting and proxy statement. Stockholders of record at the close of business on April 13, 2007 (the record date established by the Board of Directors), will be entitled to vote at the 2006 Annual Meeting or any adjournment thereof.
Stockholders are entitled to present proposals for action at future meetings if they comply with our bylaws and the requirements of the proxy rules promulgated by the Securities and Exchange Commission. To be eligible for inclusion in our proxy statement that will be sent to stockholders in connection with the 2006 Annual Meeting, a stockholder proposal must be received at our principal executive offices, 2828 North Haskell Avenue, Dallas, Texas, 75204, Attention: William L. Deckelman, Jr., Corporate Secretary, no later than January 19, 2007. For a proposal that is not included in the proxy statement to be properly brought before the 2006 Annual Meeting by a stockholder, such proposal must be delivered to our principal executive offices, 2828 North Haskell Avenue, Dallas, Texas, 75204, Attention: William L. Deckelman, Jr., Corporate Secretary, no later than January 19, 2007. The foregoing time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority with respect to proxies.
The Company will file a proxy statement on Schedule 14A with the SEC in connection with its 2006 Annual Meeting, which, when filed, will be mailed to stockholders of record and available free of charge at the SEC's website at http://www.sec.gov/ . We also will provide a copy of these materials without charge on our web site at http://www.acs-inc.com/ under the Investor Relations caption. Investors and stockholders are advised to read the proxy statement, when available, because it will contain important information.
ACS, a global FORTUNE 500 company with more than 58,000 people supporting client operations reaching nearly 100 countries, provides business process outsourcing and information technology solutions to world-class commercial and government clients. The Company's Class A common stock trades on the New York Stock Exchange under the symbol "ACS". ACS makes technology work. Visit ACS on the Internet at http://www.acs-inc.com/ .
The statements in this news release that do not directly relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous risks and uncertainties, many of which are outside the Company's control. As such, no assurance can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Factors could cause actual results to differ materially from such forward-looking statements. For a description of these factors, see the Company's prior filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future event, or otherwise.ACS, Inc.
CONTACT: investor relations, Jon Puckett, Vice President-Investor
Relations, +1-214-841-8281, or firstname.lastname@example.org ,
or media, Lesley Pool, Senior Vice President-Chief Marketing Officer,
+1-214-841-8028, or email@example.com , both of Affiliated Computer
Web site: http://www.acs-inc.com/
EL SEGUNDO, Calif., Dec. 29 /PRNewswire-FirstCall/ -- Peerless Systems Corporation , a provider of advanced imaging and networking technologies and components to the digital document market, today announced the resignation of Thomas G. Rotherham as a member of the company's Board of Directors, and the chair of its Audit Committee, effective December 31, 2006. The Nominating and Corporate Governance Committee of the Board of Directors is in the process of identifying, interviewing and evaluating appropriate candidates for appointment to the Board of Directors and the Audit Committee to fill the vacancy resulting from Mr. Rotherham's resignation.
"I've enjoyed my tenure on Peerless' Board and I am happy to have made a contribution," said Mr. Rotherham. "I am stepping down from the Board because the current rules of the accounting firm at which I am a partner prohibit members from being directors of public companies."
"Tom has been a committed and influential member of the Board and we appreciate the many contributions he made to the company during his tenure as a director," said Richard L. Roll, president and chief executive officer, Peerless Systems. "We are now working to find a qualified, independent candidate to fill the vacancy, and we hope to appoint an independent director prior to our next annual meeting of stockholders in June."
As a result of Mr. Rotherham's resignation and upon its effectiveness, the company will no longer be in compliance with Nasdaq Rule 4350(d)(2)(A), which requires listed companies to have an audit committee consisting of at least three independent members.
The company has notified Nasdaq that, upon the effectiveness of Mr. Rotherham's resignation, Peerless will no longer be in compliance with Rule 4350(d)(2)(A). On December 27, 2006, the company received a letter from Nasdaq confirming that (i) the Company would not be in compliance with Nasdaq's audit committee composition requirement under Rule 4350(d)(2)(A), and (ii) Nasdaq will provide the company a cure period in order to regain compliance as follows: until the earlier of the company's next annual meeting of stockholders or December 27, 2007; or, if the next annual meeting of stockholders is held before June 25, 2007, then the company must evidence compliance no later than June 25, 2007.
The company's next annual meeting of stockholders is currently scheduled for June 28, 2007. If the annual meeting is held on that date, the company must have appointed at least one additional independent director to the Board of Directors and the Audit Committee to fill the vacancy caused by Mr. Rotherham's resignation by the date of such meeting or face possible delisting from Nasdaq.
The Board of Directors intends to appoint one or more independent directors to the Board of Directors and the Audit Committee before the end of this cure period.
About Peerless Systems Corporation
Founded in 1982, Peerless Systems Corporation is a provider of imaging and networking technologies and components to the digital document markets, which include manufacturers of color, monochrome and multifunction office products and digital appliances. In order to process digital text and graphics, digital document products rely on a core set of imaging software and supporting electronics, collectively known as an imaging controller. Peerless' broad line of scalable software and silicon offerings enables its customers to shorten their time-to-market and reduce costs by offering unique solutions for multiple products. Peerless' customer base includes companies such as Canon, IBM, Konica Minolta, Kyocera Mita, Lenovo, OkiData, Ricoh, RISO, Seiko Epson and Xerox. Peerless also maintains strategic partnerships with Adobe and Novell. For more information, visit Peerless' website at http://www.peerless.com/.
Safe Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995
Except for historical and factual information, the matters set forth herein (including statements as to the expected appointment of one or more additional independent directors, the date of the 2007 annual meeting of stockholders, and other statements identified by words such as "estimates," "expects," "projects," "plans," "will" and similar expressions) are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: the possibility that the Company will not be able to add an independent director to its Board of Directors and Audit Committee so as to regain compliance with Nasdaq's listing requirements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.Peerless Systems Corporation
CONTACT: John Rigali, Chief Financial Officer of Peerless Systems
Corporation, +1-310-297-3172; or Investors, Geoff High of Pfeiffer High
Investor Relations, Inc., +1-303-393-7044, for Peerless Systems Corporation;
or Media, Kathleen Buczko of NMC Partners, +1-562-366-1552, for Peerless
Web site: http://www.peerless.com/
SAN ANTONIO, Dec. 29 /PRNewswire-FirstCall/ -- AT&T Services Inc. today amended a lawsuit in federal court in California to identify 12 suspected pretexters accused of accessing customer information without authorization from the company or the customer.
The lawsuit is part of AT&T's ongoing practice of investigating, identifying and vigorously pursuing legal sanctions of any parties who improperly access customer information.
The lawsuit was originally filed in federal court in San Francisco on Sept. 6, 2006, naming defendants only as John Does because of the lack of information about their actual identity. The lawsuit also sought expedited authority from the court to identify the defendants by subpoenaing the Internet Service Providers associated with the Internet Protocol addresses the John Does used when they accessed AT&T's records. Today's amended complaint names defendants who have been identified through that ongoing process. Named as defendants in the amended complaint are: Brett Alford of Jacksonville, Fla.; A.L. Skip Inc of Brentwood, Calif.; DWC Research Inc. of Tampa, Fla.; Lobel Financial Corp. of Anaheim, Calif.; Katherine Martens of Lutz, Fla.; Nae-Mo. Corp, d/b/a Mathews & Michaels of Dallas, Texas; Kym McDaniel of Ellijay, Ga.; Michael Alan Inc. of Arvada, Colo.; Nowcom Corp. of Los Angeles, Calif.; EZ Auto Solutions Inc. of Galt, Calif.; Wm. Maloy Inc. of Anaheim, Calif.; and Trace America Inc. of Bonita Springs, Fla.
The suit targets persons or entities who used fraudulent means to gain access to AT&T's business records containing confidential customer information, including calling-record information.
According to the amended suit, "AT&T brings this action to stop the defendants from intentionally, fraudulently, and illegally obtaining AT&T's business records containing confidential customer information through the unlawful access of its computers and data storage facilities, and to recover damages suffered as a result of such unlawful access."
The complaint contends that the "defendants' actions invade the privacy, and potentially the economic and physical well-being, of AT&T's customers, erode the reputation of AT&T and of its affiliate Pacific Bell Telephone Co. d/b/a AT&T California (Pacific Bell) and their relationship with their customers, and cause economic damage to AT&T."
Each of the defendants is alleged to have accessed AT&T records "through deceit, trickery, and dishonesty."
The company also filed a motion to prohibit the defendants from continuing to access confidential information or to make use of any information they have accessed and to preserve any relevant evidence.
The San Francisco lawsuit -- and a similar one filed earlier in San Antonio -- are related to an AT&T internal investigation that identified about 2,500 customers as possible pretexting victims. The affected customers have previously been notified.
In a process known as pretexting, data brokers, investigators, finance companies and others pose as the customer to gain confidential information. The perpetrators set up unauthorized online accounts by supplying private customer-identifying information. The online account provides access to the customer's AT&T account information -- including recent calling history. The online account does not contain the customer's Social Security numbers, driver's license numbers or similarly sensitive financial, credit or identity information.
AT&T has taken steps to enhance the security of calling records and continually reviews its processes to thwart unauthorized activity.
Note: This AT&T release and other news announcements are available as part of an RSS feed at http://www.att.com/rss .
AT&T Inc. is one of the world's largest telecommunications holding companies and is the largest in the United States. Operating globally under the AT&T brand, AT&T companies are recognized as the leading worldwide providers of IP-based communications services to business and as leading U.S. providers of high speed DSL Internet, local and long distance voice, and directory publishing and advertising services. AT&T Inc. holds a 60 percent ownership interest in Cingular Wireless, which is the No. 1 U.S. wireless services provider with 58.7 million wireless customers. Additional information about AT&T Inc. and AT&T products and services is available at http://www.att.com/ .
Subsidiaries and affiliates of AT&T Inc. provide products and services under the AT&T brand.AT&T Inc.
CONTACT: Walt Sharp for AT&T Inc., +1-210-351-3349, firstname.lastname@example.org
Web site: http://www.att.com/
VANCOUVER, Dec. 29 /PRNewswire-FirstCall/ -- TELUS Corporation ("TELUS") today announced that all Common and Non-Voting share dividends paid during 2006 and the dividends payable January 1, 2007 are eligible dividends as defined in the draft legislation dated June 29, 2006 in respect of changes to the taxation of large corporation dividends. Under this proposed legislation individuals resident in Canada may be entitled to enhanced dividend tax credits that significantly reduce the income tax otherwise payable.
TELUS (TSX: T, T.A; NYSE: TU) is a leading national telecommunications company in Canada, with $8.5 billion of annual revenue and 10.5 million customer connections including 4.9 million wireless subscribers, 4.6 million wireline network access lines and 1.1 million Internet subscribers. TELUS provides a wide range of communications products and services including data, Internet protocol (IP), voice, entertainment and video. Committed to being Canada's premier corporate citizen, over the last five years TELUS has contributed more than $62 million to charitable and non-profit organizations, and has established seven TELUS Community Boards across Canada to lead its local philanthropic initiatives. For more information about TELUS, please visit telus.com.TELUS Corporation
CONTACT: For media inquiries: Jim Johannsson, (780) 920-9519,
email@example.com; For investor inquiries: Robert Mitchell, (416)
LOS ANGELES, Dec. 29 /PRNewswire/ -- Chapman Capital L.L.C. today announced that it has notified the Board of Directors of Cypress Semiconductor Corporation of its recommendation that Cypress reorganize via a split-off and subsequent going-private LBO transaction. A letter dated today from Robert L. Chapman, Jr., Managing Member of Chapman Capital, has been sent to Cypress's full Board of Directors and is attached hereto.
Mr. Chapman commented, "Like other significant owners of Cypress Semiconductor, Chapman Capital has recommended that its Board of Directors re-engage Credit Suisse to effect a corporate reorganization that separates Cypress's core semiconductor operations from its controlling stake in SunPower Corporation." Regarding Chapman Capital's growing concerns regarding relatively immaterial Cypress share ownership by its Board of Directors, Mr. Chapman stated further, "Cypress's core semiconductor business, which Mr. Rodgers founded nearly 25 years ago, deserves a much higher valuation than what it was ascribed the day Mr. Rodgers took it public two decades ago. Mr. Rodgers has stated publicly, 'you and I are going to make as much money as fast as we can on this.' Cypress's Board of Directors, despite their insignificant percentage ownership of Cypress, should expect that we are going to hold Mr. Rodgers to this promise."
Chapman Capital L.L.C. is a Los Angeles, CA based investment advisor focusing on takeover and turnaround investing. The firm currently manages over $300 million as the registered investment advisor to Chap-Cap Partners II Master Fund, Ltd. and Chap-Cap Activist Partners Master Fund, Ltd., the combined owners of approximately 1% of Cypress Semiconductor Corporation's common shares. Over the past ten years, Chapman Capital has agitated successfully for the restructuring or sale of over twenty publicly-traded companies. Mr. Chapman previously was employed by Goldman Sachs & Co., Scudder Stephens, & Clark, and NatWest Bank USA. Related news releases, as well as additional information on Chapman Capital, may be found at http://www.chapmancapital.com/.
Cypress Semiconductor Corporation designs, develops, manufactures, and markets a line of digital and mixed-signal integrated circuits. The Company's circuits are used in consumer, computation, data communications, automotive, industrial, and solar markets. Leveraging proprietary silicon processes, Cypress's product portfolio includes a broad selection of wired and wireless USB devices, CMOS image sensors, timing solutions, specialty memories, high-bandwidth synchronous and micropower memory products, optical solutions and reconfigurable mixed-signal arrays. Related news releases, as well as additional information on Cypress Semiconductor, may be found at http://www.cypress.com/.
Robert L. Chapman, Jr. Managing Member December 28, 2006 Mr. Thurman J. Rodgers CEO, President (58; <1% owner(1)) Cypress Semiconductor Corporation (1982) 3901 North First Street San Jose, CA 95134 Phone #1: (408) 943-2611 Phone #2: (650) 839-0251 Director, SunPower Corporation Director, Ion America Corporation Fmr. Director, Solarflare Communications, Inc. Fmr. Director, Infinera E-Mail: firstname.lastname@example.org Mr. Eric A. Benhamou (50; 1982) Chairman, Cypress (~ 0% owner(2)) Ch./CEO, Benhamou Global Vent.(5) 540 Cowper Street, Suite 200 Palo Alto, CA 94301 Phone #: (650) 324-3680 (Ext. 2) Chairman, 3Com Corporation Chairman, Palm, Inc. Director, RealNetworks, Inc. Director, Silicon Valley Bank E-Mail: eric@BenhamouGlobalVentures.com Mr. J. Daniel McCranie (62; 2005) Director, Cypress (~ 0 % owner(3)) 1750 Vista del Sur Gilroy, CA 95020 Chairman/ Fmr. CFO, Virage Logic Chairman, ON Semiconductor Corp. Director, Actel Corporation Phone #1: (408) 848-3223 Phone #2: (408) 930-2048 E-Mail: email@example.com Mr. James R. Long (63; 2000) Director, Cypress (~ 0% owner(4)) 2348 S. Ocean Blvd. Highland Beach, FL 33487 Phone #: (561) 278-6036 Fmr. EVP, Nortel Networks Corp.(6) Director, 3Com Corporation Fmr. Dir., Symon Communications(7) E-Mail: firstname.lastname@example.org Mr. Lloyd A. Carney (44; 2005) Director, Cypress (~ 0% owner(8)) Gen. Mgr., IBM's Netcool Division 68 Shearer Drive Atherton, CA 94027-3957 Phone #1: (415) 568-9900 Phone #2: (650) 333-4995 Fmr. Ch./CEO, Micromuse Inc. Fmr. COO, Juniper Networks, Inc. Fmr. President, Nortel Core IP Div. Fmr. Pres., Nortel Enter. Data Div. Fmr. Pres., Nortel Wireless Internet E-Mail: email@example.com Mr. W. Steve Albrecht (59; 2003) Director, Cypress (~ 0% owner(9)) Associate Dean, Brigham Young U.(11) 361 W. 310 North Orem, UT 84057 Phone #: (801) 422-3154 Director, Red Hat, Inc. Director, SkyWest, Inc. Director, SunPower Corporation Director, ICON Health & Fitness Inc. Fmr. Professor, Stanford University Fmr. Accountant, Deloitte & Touche E-Mail: firstname.lastname@example.org Mr. Evert P.van de Ven (56; 2005) Director, Cypress (~ 0% owner(10) 3411 Via Monteverde Encinitas, CA 92024 Phone #: (858) 759-2218 Fmr. EVP/CFO, Novellus Systems Fmr. Dir., Matrix Integrated Sys. E-Mail: TBD Via U.S. Postal Service & United Parcel Service Dear Mr. Rodgers: Chap-Cap Partners II and Chap-Cap Activist Partners (the "Chapman Funds"), advised by Chapman Capital L.L.C., own 1.5 million common shares, or just over 1%, of Cypress Semiconductor Corporation ("Cypress", the "Company"). According to Mr. Rodgers's own definition, this investment makes the Chapman Funds collectively "a real big Cypress Shareholder."(12) To put this ownership stake into perspective, the Chapman Funds' financial interest in Cypress's common equity now appears to exceed Mr. Rodgers's own,(13) despite his having founded Cypress and received millions of free stock option grants over the past two and one half decades. Even more disparate is the spread between our ownership and that of the balance of Cypress's Board of Directors ("the Board"), which owns virtually no common stock following either a) director resignations or b) exercise-and-sell treatment of free stock option grants. Despite this asymmetry, it is our sincere intention for this initial communication with Mr. Rodgers and the balance of the Board to be considered amicable and productive, rather than opprobrious or contumelious.(14) Hopefully, this letter will serve as the first in a steady thread of constructive communications that cure the needlessly protracted undervaluation placed by the market on Cypress's core semiconductor operations ("Cypress Core"). Despite Cypress's senior management making numerous appearances at Wall Street investment conferences this past year, investors appear unwilling to believe that Mr. Rodgers finally is going to deliver long term, permanent shareholder value for the Cypress Core business that Mr. Rodgers founded in 1982. With the exception of Cypress CFO Brad Buss's jocular intimations that certain Cypress shareholders' speculation is what led to the Cypress Core LBO discussions being terminated, Cypress's consistent message of "we have changed" should have resonated by this time with Wall Street as a whole. The reasons underlying Wall Street's apparent refusal to believe that T.J. Rodgers can deliver on these promises are a mystery. This is the same T.J. Rodgers who two decades ago, before Cypress's stock had underperformed the S&P 400 Semiconductor Index by 200 percentage points over the last dozen years,(15) became a "high-tech celebrity because of Cypress's early growth and, in part, because of his high-profile criticism of what he termed wasteful government subsidies sought by other chip makers."(16) Because Mr. Rodgers may be viewed as this sort of "rabble-rouser" who operated as such on Cypress's behalf back when I was just graduating from his alma mater's sworn rival, I am confident Mr. Rodgers will not behave hypocritically by objecting to Chapman Capital's public expression of its opinion regarding Cypress and his management thereof. At the outset, please let me congratulate and commend Mr. Rodgers for spearheading Cypress's extraordinarily profitable and fortunately-timed acquisition of SunPower Corporation (Nasdaq: SPWR; "SunPower"). As many times as I have heard investors dismiss Mr. Rodgers's foresight, I struggle to repose confidence in those who credit pure, random luck (rather than his perspicacity), his hearty appetite, and his shared taste with SunPower Corporation founder Dick Swanson for a certain Silicon Valley coffee shop(17,18) for the SunPower masterstroke. When Mr. Swanson told T.J. Rodgers that SunPower was two weeks away from laying-off half of its employees, Mr. Rodgers didn't hesitate, reportedly cutting Swanson a $750,000 check "on the spot to keep the company afloat until [Rodgers] could convince the Cypress Board to acquire SunPower."(19) In the end, Mr. Rodgers's pulling out his checkbook in December 2001 (reportedly without doing material due diligence) to save his college buddy's company from insolvency, while seemingly making the Nostradamus-like prediction that oil prices were on the cusp of skyrocketing from $18/barrel to $60/barrel(20), is what gave Cypress pole position on future rounds of SPWR pre-IPO financing. Yet, after listening to Mr. Rodgers prosthetize audiences on SunPower's virtues, some have concluded that Mr. Rodgers may have an overriding desire for his highly successful Silicon Valley peers to consider his fortunate foray into solar cells (vs. SRAM chips) as his true business legacy. In line with this theory, it has been argued that Mr. Rodgers refuses to separate SunPower from Cypress Core because such reorganization could remove from Cypress the only growth vehicle capable of vindicating his career oversight of Cypress, once and for all, as Mr. Rodgers moves into the late stages of his forty year career. The fact of the matter, however, is that no matter how hard Mr. Rodgers may try to associate himself with Wall Street's latest investment-theme-of-the-day,(21) the name "T.J. Rodgers" will be synonymous with Cypress Semiconductor for decades to come. It is our understanding that this past fall, Cypress engaged Credit Suisse to represent Cypress in LBO discussions that valued Cypress Core at $1.8 - $2.0 billion, supported by $175-200 million in estimated 2007 EBITDA.(22) After subtracting the market value of the shares of SunPower owned by Cypress from that of Cypress' consolidated market capitalization, this $1.8 - 2.0 billion valuation appears to place a Cypress Core valuation at over $12.00 per Cypress share,(23) for a total Cypress valuation over $22/share. This compares to the current value of Cypress Core and Cypress at $5.50 - $6.00 (a 50% discount) and $16.00 per Cypress share respectively. With the exception of the momentary and speculative inflation of Cypress Core's embedded market value to nearly $12.00 per Cypress share in October 2006, Cypress Core's market value has not moved materially or in a sustained manner above $7.00 per Cypress share since the November 2005 IPO by Credit Suisse and Lehman Brothers of SunPower at $18.00/SPWR share. In fact, one could argue that after taking into account Cypress's existing cash balances,(24) Cypress Core now trades at virtually the same valuation as the day Morgan Stanley took the Company public some twenty years ago.(25) This same investment bank, which gushed with praise for Mr. Rodgers and Cypress Core at the time of Cypress's IPO, now has refused to recommend Mr. Rodgers's stock for over five years(26) and has a top-rated analyst who recently portrayed his views in the "confidence lower" category.(27) Chapman Capital's investment in Cypress has not been made with short-term fundamentals or immediate strategic plans in mind. To Mr. Rodgers's stated satisfaction, we are "investors and not speculators associated with Cypress."(28) Our long term investment in Cypress was made following passive participation in over a dozen recent conference calls and presentations, on top of countless inquiries to semiconductor and solar cell industry experts. In fact, it is our view that Cypress may be experiencing a slight, short-term order shortfall in line with others in its industry, a condition with which we are comfortable given our long term perspective. However, something with which we are not so comfortable is market concerns that T.J. Rodgers may have fallen in love with SunPower as a source not only of revenue growth but reputation redemption following a history of false starts. Mr. Rodgers' emotional tie to SunPower shined brightly when he beamed in May 2005, "For the first time in my life, I actually make something that people care about!"(29) Indeed, Chapman Capital has heard Mr. Rodgers' well rehearsed defense for keeping SunPower from flying away from the nurturing nest of Cypress, but finds certain arguments somewhat self-serving. While we present no argument to the claims that the SunPower "asset is growing like a rocket," is "now making 20%," and has "got the best stuff in town ... ,"(30) there are five gaping holes in Mr. Rodgers's logic that appear to be in need of being addressed as follows: T.J. Rodgers Non-Separation Excuse #1: The tax situation underlying the separation of SunPower from Cypress is too complex; it is better to wait until 2009 when it is easy. Cypress Owner Rebuttal #1: An October 24, 2006, "Accounting & Tax Policy" report by accredited tax expert Robert Willens of Lehman Brothers expounded on several avenues that could be utilized by Cypress to accomplish a tax-effective separation well before 2009. While the Code(31) seems to restrict the simple, tax-free spin-off of an acquired corporation (SunPower) anytime before the five year anniversary of Cypress's "taxable acquisition of control," Lehman Brothers succinctly describes a feasible scenario wherein CY could "create a new corporation (Newco) to which it would contribute the stock of SPWR and the asset of a small business that CY has actively conducted throughout the [preceding] five years." Lehman Brothers concluded, "there is reason to believe that the 'Newco strategy' could allow CY to overcome the fact that control of SPWR was acquired as far as the active business test goes, in a 'tainted' manner." In addition, we believe that Mr. Rodgers has reviewed a separate academic study supporting the feasibility of Mr. Willens's tax strategy. Alternatively, it has been discussed widely that Cypress, perhaps with the assistance of Mr. Rodgers's friends at Silver Lake Partners, could utilize Code Sec. 355(a)(1)(A) to formulate a plan of separation akin to the highly profitable Seagate/Veritas transaction announced on March 29, 2000.(32) The fact that it may be "easier" to sit and wait vs. tackling a shareholder maximizing project (as did the management of Seagate six years ago) is not an excuse acceptable to Cypress's long suffering shareholders. T.J. Rodgers Non-Separation Excuse #2: Spinning off SunPower would be like selling off a controlling interest in Intel in early 1972. SunPower is extremely valuable and Cypress should make sure that the Cypress shareholders get the benefit of it.(33) Cypress, which created enormous value with SunPower, gets nothing from a spin-off. Cypress Owner Rebuttal #2: Chapman Capital does not believe that the highly educated CEO of a $2.3 billion public company lacks a basic understanding of portfolio theory. It seems impossible to me that Mr. Rodgers does not understand that the spun or split off shares of SunPower would end up in the portfolios of the same Cypress shareholders who own(ed) (indirectly) these shares before such spin/split off. Chapman Capital and the dozens of long term Cypress shareholders have not demanded that Mr. Rodgers "monetize [emphasis added] at the current point the exceptional $2 billion plus value SunPower has."(34) Post spin/split off, should SunPower prove to be a 100 bagger as has been Intel since the year after its October 1971 IPO,(35) today's Cypress shareholders who decide, on their own volition, to keep spun/split-off SunPower shares for the next 34 years will "get the benefit of it." Contrary to Mr. Rodgers's protests, by spinning/splitting off SunPower from Cypress, he would not be "tak[ing] a precipitous action to terminate Cypress ownership in [SunPower] ... "(36) because, once again, the very same Cypress shareholders who indirectly owned SunPower (via their Cypress shareholdings) still would own, post spin/split, "a chunk of an extremely important company,"(37) in addition to a stake in the smaller "new" Cypress. In fact, such a spin/split off would solve perfectly the very dilemma cited by T.J. Rodgers himself -- "We're just not passing ... strategic value [in SunPower] to investors."(38) Spinning/splitting off Cypress's ownership of SunPower to Cypress's owners does nothing but "pass it to investors." T.J. Rodgers Non-Separation Excuse #3: There would be lawsuits thrown at Cypress and SunPower if they were to attempt a separation. Cypress Owner Rebuttal #3: First and foremost, despite the perfunctory litigation that attends nearly every major financial transaction involving a public company,(39) successful split offs have been accomplished of Chipolte Mexican Grill, Inc. from McDonald's Corporation, Hughes Electronics tracking shares from General Motors Corporation, Blockbuster Inc. from Viacom Inc., and proximately Liberty Media Corporation from News Corporation (though a bit different with only one shareholder, Liberty, participating). Should it be required, a shareholder vote, like those used regularly in corporate reorganizations, would cripple any prospective legal complaints by "minority shareholders." Moreover, Cypress Semiconductor is no stranger to litigation, with T.J. Rodgers himself reportedly a most worthy opponent when defending spurious claims against him or "his" company.(40) In reality, if fear of litigation were an impediment in today's business world, a catatonic, transaction-free state would be the end result, which it is not. Mr. Rodgers simply needs to pick up his phone, call Cypress's outside counselor Larry Sonsini, and tell him to "just get it done," as I suspect Mr. Rodgers has done countless times in the past. T.J. Rodgers Non-Separation Excuse #4: Cypress provides SunPower with expertise in the areas of management,(41) engineering, manufacturing and facilities(42) that is instrumental to SunPower's growth and success. Cypress Owner Rebuttal #4: If there is such enormous intellectual value being transferred from Cypress to SunPower, from which Cypress shareholders are deriving gain via a higher price of SPWR shares in the market, there is no reason why a separated Cypress and SunPower cannot be served by a new, related legal entity employing these highly talented individuals and compensated (to cover their salaries) by each of Cypress and SunPower. Each of the individuals who currently serve both Cypress and SunPower would continue to do so in exactly the same fashion as before, with the only difference being the name of the new legal entity on their paycheck. The same talented Cypress employees would drive to the same work locations, work the same hours, and accomplish the same professional goals as they have for years. Mr. Rodgers still could "get automated processing in the back end of SunPower," "work with them on improving their manufacturing, reducing the number of steps, reducing their cycle time, all the stuff Cypress knows how to do."(43) If this third party entity concept seems too complicated, Cypress can negotiate an arms-length agreement(44) to provide all services mentioned above at a fair market rate. Simply stated, co-ownership is neither required nor potentially advisable given the potential conflict of interest wherein SunPower, only 65% owned by Cypress, is favored over the latter. To argue otherwise would be akin to arguing against the very wafer fabrication outsourcing model that Cypress increasingly has embraced.(45) Cypress clearly sees the benefit of Grace Semiconductor, using its own wafer management, engineering and manufacturing expertise, serving a variety of clients and being compensated therefore.(46) In summary, Cypress "can create value faster inside of SunPower"(47) using the same automation team, same engineers and financiers just as it has before a split off. To think otherwise gives far too little credit to both Cypress's lawyers and those SunPower employees who have learned at the feet of a master like T.J. Rodgers. T.J. Rodgers Non-Separation Excuse #5: Cypress Core, having embraced "No more Moore," is on the cusp of significant revenue and margin expansion, making an LBO thereof a poorly-timed for current Cypress shareholders. Cypress Owner Rebuttal #5: Every week, private equity firms are paying enormous premiums to capture these very operational improvements of public companies like Cypress. When taking into account Cypress's net cash (assuming full conversion of its convertible bonds), Cypress Core trades at an enterprise valuation less than one times highly profitable revenues despite a) the comparables(48) trading at nearly two times revenues and b) Cypress's potential for "hockey stick" free cash flow in 2007 and beyond. Ignoring the value of a Net Operating Loss (NOL) carry forward valued at approximately $0.30-0.50/Cypress share (10-15% of each NOL dollar/share), Cypress Core trades for under 10 times its 2007 projected EPS (vs. comparables at over 15 times). Cypress has made no secret of in-process operational and financial improvements, with CFO Brad Buss having gotten wired his "this is not your father's Cypress" speech after numerous conference appearances this year. Few investors remain who have not heard about Cypress soon owning a stabilized, steady-profit SRAM business following Samsung and Toshiba EoL'ing competitive products, how Cypress's R&D department is becoming a profit (vs. cost) center, or how Brad Buss himself was able to design a usable product with Cypress's innovative new PSoC software. However, given Cypress's long history of setbacks under certain top officer(s),(49) Wall Street public equity, lacking the ability to take control of Cypress Core's management, appears unwilling to give Cypress the credit that private equity reportedly was able and willing to provide just a few months back. Just as the CEO's of Freescale Semiconductor, Inc., Agere Systems Inc., and Phillips Semiconductor have orchestrated this past year, in exchange for Cypress control and these synergies, Cypress can obtain a healthy premium from, and transfer the execution risk to, a private equity firm with billons of investor capital burning a hole in its pocket. While Cypress' cooperative efforts with subsidiary SunPower indisputably have been accretive to both companies' shareholders, nobody should be more aware of the risks of pressing one's luck than T.J. Rodgers. By the end of the dot-com boom year of 2000, Cypress found itself at a nearly $1.5 billion annual revenue run rate,(50) down streaming into nearly $3.00 in annualized EPS. On November 30, 2000, with Cypress shares trading just under $25/share, Mr. Rodgers announced a $125 million share repurchase program,(51) citing "undervaluation as the reason for the buy-back."(52) On this date, Mr. Rodgers exuded confidence in Cypress's future, stating, "Demand is robust, but they're just slowing down a little bit. They're using inventory rather than buying new products."(53) Yet, exemplifying the difficulty in forecasting the perpetuation of a healthy environment for semiconductors, within a mere nine months Cypress's revenue run rate had fallen by over 50%,(54) with Cypress's "undervalued" stock having fallen by nearly 50%(55) as well. The "undervaluation" of Cypress's shares did not end there, with its common stock just one year later having fallen another 75% to $3.60/share,(56) a price some 20% below Cypress' 1986 IPO price of $4.50/share. Clearly, the $110 million investment made into SunPower at around this same time was a far more astute investment than this one announced in November 2000. Needless to say, given the salubrious environment for private equity capital and relatively healthy state of the Cypress Core business, there is a strong argument to be made that striking while the iron is hot is readily applicable to a Cypress Core LBO. While cyclical semiconductor risk is no stranger of Mr. Rodgers, the technological risk accompanying Cypress's SunPower investment may be worthy of further study by Cypress's Board. Last month, First Solar, Inc., a Phoenix, AZ based designer and manufacturer of solar modules with estimated 2006 net sales of $125 million,(57) came public in an IPO led by Mr. Rodgers's friends at Credit Suisse and Morgan Stanley & Co. Valued at over $1.5 billion at its IPO price of $20/share, FSLR's technology is viewed as a potential "game changer"(58) in the global solar power industry. FSLR currently(59) produces solar cells with approximately half the energy conversion efficiency as those photovoltaic cells manufactured by SunPower (reportedly lab tested as high as 28%; commercially now at 22%). However, FSLR's Cadmium Telluride cells generate power at a cost/watt that is substantially lower at approximately $1.40(60) vs. SPWR (using Crystalline Silicon) at $2.25-2.50/watt.(61) For the time being, SPWR's higher efficiency ratio allows it to target customers limited by smaller surface areas (e.g., a home's roof), while a commercial solar power generation customer (e.g., a warehouse) may be more likely to use a FSLR solution. However, this lead by SPWR in efficiency has a reasonable probability of eroding over time, given SPWR's potential scientific maximum of approximately 30% efficiency vs. 15-16% for FLSR. It has been argued that as soon as FSLR can generate 13-14% efficiency,(62) it should be in a strong position to take share from SPWR in the residential marketplace. Thus, no matter how accretive SunPower's recent PowerLight Corporation acquisition may be, it may not be prudent to consider permanent the current ebullience surrounding alternative energy that has given SPWR a 40+ price earnings ratio on 2007 earnings estimates. Another alternative energy play once in high favor on Wall Street, Evergreen Solar, Inc., now finds itself trading more than 50% below its market value of just nine months ago, yet still trades at over five times projected 2006 sales and over 50 x estimated 2008 earnings per share. As we all have learned the hard way on Wall Street, it appears that there really is nothing new under the sun. Once again, T.J., the SunPower iron is hot, and is best used in that state before it grows cold. A split-off of Cypress's SunPower shares ("buy[ing] back Cypress shares swapped for SunPower shares"(63)) would a) capitalize on SunPower's potentially fleeting relative valuation, b) put SunPower shares into the hands of today's Cypress shareholders who indirectly (via CY share ownership) "own" SunPower today (refuting Mr. Rodgers's "we'd be giving away/selling SunPower in Inning 2" argument), and c) "dramatically increase the earnings per share" of the residual/reorganized Cypress Core due to "dramatically declining the number of Cypress shares in the market."(64) I must emphasize that when Cypress's investment bankers at Credit Suisse walked Mr. Rodgers (and his eminent CFO Brad Buss) through the math underlying this transaction in October,(65) the relative valuation between what would be Cypress's selling currency (SPWR stock) and acquired one (CY stock) was far less attractive than it is today.(66) Specifically, in a split-off/swap transaction, today each share of SunPower has the purchasing power to buy approximately 30% more shares(67) of Cypress than one SPWR share could at the time Cypress's Board rejected such a transaction's feasibility. Chapman Capital, on behalf of what it believes is a significant percentage of Cypress's owners, strongly recommends that the Company re-engage its investment advisors to utilize of one the Lehman solutions to reorganizing Cypress Semiconductor. Mr. Rodgers has acknowledged publicly that the "extraordinary value of SunPower is not showing up in our shares."(68) Sure, regarding the reorganization alternatives, "they're all complicated ... they've all got legal impacts of hair hanging all over them,"(69) but Cypress has "spen[t] a quarter doing it," "ha[s] a complete update right now", is "now at the speed and understanding it ... [and] can look at it real time."(70) Cypress's investment bankers at Credit Suisse have "do[ne] the math"(71) showing Mr. Rodgers how Cypress's EPS potentially would double via a split-off of SunPower, should Mr. Rodgers decide to maximize long term shareholder value. Lehman Brothers has provided Cypress with a tax roadmap to accomplish this goal, should Mr. Rodgers decide to maximize long term shareholder value. Cypress's outside counsel at Wilson Sonsini Goodrich & Rosati has defined the legal hurdles that his partners and associates have been trained to jump, should Mr. Rodgers decide to maximize long term shareholder value. Silicon Valley legend and Cypress Chairman Eric Benhamou surely has described to Mr. Rodgers how 3Com maximized long term shareholder value by spinning off its stake in Palm, Inc. into strong year 2000 market sentiment for anything wireless. Via a SunPower split-off, Cypress shareholders can get an initial premium capital gain; thereafter, the reorganized Cypress can go private at yet another premium valuation. Once again, this is all subject to Mr. Rodgers deciding to maximize long term shareholder value. In conclusion, although Chapman Capital appreciates that Mr. Rodgers may consider SunPower "his baby," the DNA trail of Cypress's 65%(72) ownership stake leads back to the other 99% of Cypress's shareholder base, and not to that 1% "real big Cypress shareholder" T.J. Rodgers. On October 19, 2006, Mr. Rodgers stated publicly he "couldn't imagine things changing in a quarter that would cause the analysis [he'd] done to change in a quarter."(73) Well, Mr. Rodgers, things changed in a quarter, with Cypress Core's valuation dropping by 50% to its $5.50-$6.00 value today. On October 19, 2006, Mr. Rodgers stated, "Cypress can go up or down"(74); Cypress did in fact go down.(75) On October 19, 2006, Mr. Rodgers stated, "The relative values of the two can go up or down"(76); SunPower's relative value did in fact go up.(77) If Mr. Rodgers's prediction proves accurate that "in a year time frame ... SunPower will be a lot bigger, worth a lot more,"(78) then the Cypress shareholders to whom SunPower's "strategic value" shall have been "passed" (via a spin/split-off) will benefit directly (vs. under the status quo), with no risk of SunPower's value failing to be reflected. Should Mr. Rodgers desire to attach his own legacy to Dick Swanson's dream, then instead of the recommended split-off, then Cypress's Board should negotiate the going private of Cypress Core without Mr. Rodgers's participation, allowing Mr. Rodgers to continue to apply his much heralded PhD and decades of manufacturing expertise with Messrs. Werner and. Swanson. Cypress Core, the business Mr. Rodgers founded nearly 25 years ago, deserves a much higher valuation than what it was ascribed the day Mr. Rodgers took it public two decades ago. Mr. Rodgers has stated publicly, "you and I are going to make as much money as fast as we can on this."(79) He should expect we are going to hold him to this promise. Sincerely, /s/ Robert L. Chapman, Jr. Robert L. Chapman, Jr. (1) Thurman J. Rodgers ownership stake: 1,411,652 shares per Cypress 2006 Proxy Statement dated March 30, 2006; total Cypress outstanding share count was 143,900,672 as of November 1, 2006, per Cypress Form 10-Q dated October 1, 2006. (2) Eric A. Benhamou ownership stake: zero shares per Cypress 2006 Proxy Statement. (3) J. Daniel McCranie ownership stake: 1,239 shares per Cypress 2006 Proxy Statement. (4) James R. Long ownership stake: 4,300 shares per Cypress 2006 Proxy Statement. (5) Benhamou Global Ventures (BGV): http://web.benhamouglobalventures.com/. (6) In a December 8, 1999, Globe and Mail article entitled, "Nortel Insiders cashed in during stock's recent surge; Selloff came as firm's head prepared to lobby for tax cuts on options," Mr. Long was highlighted as having made "a $18.6 million profit from the exercise of options and the sale of a total of 346,176 shares worth $21.2 million" as president of Nortel's Enterprise Solutions unit, before being replaced by Bill Conner (17 years his junior) in December 1999. (7) Symon Communications Incorporated: http://www.symon.com/ (8) Lloyd Carney ownership stake: zero shares per Cypress 2006 Proxy Statement. (9) W. Steve Albrecht ownership stake: 16,000 shares per Cypress 2006 Proxy Statement. (10) Evert van de Ven ownership stake: 6,000 shares per Cypress 2006 Proxy Statement. (11) W. Steve Albrecht: http://marriottschool.byu.edu/deans/#albrecht. (12) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; Mr. Rodgers, owning less Cypress shares than the Chapman Funds, referred to himself as "a real big Cypress shareholder." (13) Source: Cypress 2006 Proxy Statement dated March 30, 2006; Form 4 filed with S.E.C. on October 31, 2006, shows Mr. Rodgers having exercised 300,000 free stock options on October 27, 2006, at a 35% discount to Cypress' closing price on that date. (14) See New York Times, DealBook, "Writer Wanted at Chapman Capital"; http://dealbook.blogs.nytimes.com/category/hedge-funds/ (15) Since December 1994, the S&P 400 Semiconductor Index has appreciated over 250% while Cypress less-than-treasury bill compounded return of just over 50%, including all dividends reinvested; Source: Bloomberg Comparative Returns (COMP). (16) Source: Wall Street Journal, May 19, 2006, "Cypress Cashes in with Solar Chips." (17) Source: "The Daily Deal, "Will SunPower's Cameo Boost Its IPO,"
May 8, 2005; http://techconfidential.thedealblogs.com/2005/05/will_sunpowers_cameo_boost_it s.php
(18) T.J. Rodgers' initial $750,000 investment in SunPower Corporation has been reported to be the product of Mr. Rodgers' serendipitous decision to eat at a Silicon Valley coffee shop, coincidentally being patronized by SunPower founder and Rodger's Stanford University classmate Richard Swanson, who confessed SunPower's need for rescue financing at that time; arguably, had Mr. Rodgers not been hungry or been out of town at that particular hour, Cypress's eventual $110 million investment never may have been made. The Wall Street Journal qualified this meeting as Mr. Rodgers' having "chanced to meet a classmate from Stanford University." (19) Source: "The Daily Deal, "Will SunPower's Cameo Boost Its IPO," May 8, 2005. (20) Chapman Capital also dismisses the theory that Mr. Rodgers also owes his good luck in SunPower to 1.5 billion Chinese natives for driving up the price of oil more than threefold in as many years. (21) Wall Street has brought public two solar power generation companies in the last month alone. (22) Chapman Capital is assuming 7-8% operating margin for 2007, though CFO Brad Buss has spoken of the potential for 10% on the back of a more proprietary product mix from PSoC, programmable clocks, the USB/Westbridge handset line, and others. (23) Cypress Core = (Cypress Semiconductor[CY] - (~ 0.29 * SunPower[SPWR])). (24) Net cash balance assumes Cypress's $600 million, in-the-money 1-1/4% bonds convertible at $12.69/share are in fact converted before the June 15, 2008, deadline; each $1,000 face value bond converts into 55.172 shares plus $300 in cash or stock. (25) Cypress went public in May 1986 at split adjusted $4.50/share, raising over $65 million via lead manager Morgan Stanley & Co. (26) Morgan Stanley semiconductor analyst Mark Edelstone last recommended Cypress shares in April 2001 with an "Outperform" rating. (27) Source: Morgan Stanley reported dated October 19, 2006, entitled, "Cypress Semiconductor: No Change to EPS but Confidence Lower." (28) During Cypress's 3Q2006 earnings conference call, in response to a question regarding outstanding strategic alternatives from Merrill Lynch analyst Srini Pajjuri, T.J. Rodgers commented, "We're interested in investors not speculators being associated with Cypress." (29) Source: "Will SunPower's Cameo Boost Its IPO", The Daily Deal, May 8, 2005. (30) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote are by Mr. Rodgers. (31) Section 355 - Distributions of Stock and Securities of a Controlled Corporation; For more information, on Section 355(b)(2)(D), please see http://www.irs.gov/pub/irs-drop/rr-04-23.pdf and http://edocket.access.gpo.gov/cfr_2004/aprqtr/26cfr1.355-3.htm (32) Seagate Technology announced on March 29, 2000, that it would be bought by Veritas Software and an investment group including Silver Lake Partners in a complex $20 billion deal that left Seagate, which owned a 34% non-controlling stake in Veritas itself. (33) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote by Mr. Rodgers. (34) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote by Mr. Rodgers. (35) Intel Corporation went public in October 1971 at a split adjusted price of $0.24/share vs. today's valuation of over $20/share; however, it should be noted that following this IPO, holders of Intel who did not apply risk management to their portfolio's by holding Intel (despite its pricey 1971-1972 valuation) lost over 80% of their IPO investment when INTC reached $0.04/share during the 1973-1974 bear market. (36) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote by Mr. Rodgers. (37) Ibid. (38) Ibid. (39) The litigation surrounding the Seagate/Veritas transaction was voluminous yet surmountable by Seagate's shareholder friendly CEO. (40) For example, Cypress reportedly defended itself vigorously and successfully (paying out nothing) against a class action suit involving a lead plaintiff that pointed at the college fund stake in Cypress indirectly owned by of the daughter of the plaintiff's attorney. (41) T.J. Rodgers has taken credit for reviewing "any solar project" and "adding value on the technical side" using Rodgers PhD. (42) Cypress allows for SunPower to utilize its manufacturing facility in the Philippines and communications systems, for example. (43) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote by Mr. Rodgers. (44) During the Cypress 3Q2006 earnings conference call on October 19, 2006; Mr. Rodgers himself referred to "a lot of value" that comes from "arms length" agreements between SunPower and Cypress's "back end automation team in the Philippines." (45) Cypress has been moving an increasing percentage of its chip manufacturing to Grace Semiconductor Manufacturing's Shanghai, China facility. (46) On December 20, 2006, Cypress entered into a Guaranty with CIT Technologies Corporation for the benefit of Grace Semiconductor USA, Inc., following Cypress and Grace entering into a strategic foundry partnership in December 2005 involving Cypress's transfer of certain of its proprietary process technologies to Grace. (47) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote by Mr. Rodgers. (48) Comparables include Integrated Device Technology, Inc., Atmel Corporation, LSI Logic Corporation and Agere Systems and for SRAM exposure Micron Technology, Inc.. (49) For every SunPower, there have been numerous gambles that did not pay off, including MRAM (magnetic memory) which Freescale Semiconductor Inc. was able to transition into a successful product. (50) Cypress reported 4Q2000 revenues of approximately $370 million. (51) Cypress announced that its Board had authorized the repurchase of five million of Cypress's outstanding shares; $125 million estimate assumes the Board considered the approximate $25/share market value the level at which it would be making the repurchase. (52) Source: Cypress press release dated November 30, 2000. (53) Source: Bloomberg, News, "Cypress Semiconductor Lowers 4th-Qtr Sales Forecast," November 30, 2000. (54) Cypress reported 3Q2001 revenues of approximately $180 million. (55) Cypress's stock was trading near $14/share at the conclusion on the 3Q2001. (56) Cypress's stock was trading at $3.60/share during the week of October 4, 2002. (57) Source: Morgan Stanley & Co. research report dated December 27, 2006. (58) Ibid. (59) Pun intended (60) Source: Morgan Stanley & Co.; conventional electric generators create electricity at a cost of around $3/watt, unsubsidized. (61) As a point of reference, thirty years ago the cost was approximately $30/watt. (62) Morgan Stanley estimates this will occur by 2010-2012 timeframe. (63) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote by Mr. Rodgers. (64) Ibid. (65) On October 6, 2006, Cypress confirmed a disclosure in its Form 10-Q filed July 2, 2006, that it had "been exploring ways in which to more fully realize the value of [its] investment in SunPower Corporation for the benefit of [its] stockholders." Moreover, Cypress announced therein that it had "expanded the scope of [its] review to include a variety of strategic alternatives involving the Company as well as its investment in SunPower." (66) On October 19, 2006, Cypress announced that its Board had "terminated its process of evaluating a possible buyout of the Company and determined that continuing with its standalone strategy at this time [was] in the best interests of its stockholders." (67) On October 18, 2006, the day before the disclosure cited in footnote 30 below, one share of SPWR trading at approximately $32 had the purchasing power to buy approximately 1.7 shares of CY trading at approximately $19 each. On December 29, 2006, that same share of SPWR has the purchasing power to buy nearly 30% more shares (2.2 shares). (68) Source: Cypress 3Q2006 earnings conference call on October 19, 2006. (69) Ibid. (70) Ibid. (71) Ibid; quote by Mr. Rodgers. (72) Cypress's ownership of SunPower shall be diluted down to approximately 65% from 75% following the PowerLight merger. (73) Source: Cypress 3Q2006 earnings conference call on October 19, 2006. (74) Ibid. (75) Cypress common stock fell from approximately $19/share October 18, 2006 to approximately $16/share today. (76) Source: Cypress 3Q2006 earnings conference call on October 19, 2006. (77) SunPower common stock rose from approximately $32/share October 18, 2006 to approximately $36/share today. (78) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote by Mr. Rodgers. (79) Source: Cypress 3Q2006 earnings conference call on October 19, 2006; quote by Mr. Rodgers.Chapman Capital L.L.C.
CONTACT: John K. Matthews of Chapman Capital L.L.C., +1-310-662-1900,
Web site: http://www.chapmancapital.com/
HAMILTON, Va., Dec. 29 /PRNewswire-FirstCall/ -- Catcher Holdings, Inc., (BULLETIN BOARD: CTHH) , whose wholly-owned subsidiary, Catcher, Inc., is the developer of the CATCHER(TM) device, a portable, ruggedized, wireless, handheld computer and communications control device built to military specifications for ruggedness, today announced that it has engaged James Newman to expand distribution for the CATCHER device outside of the federal government and other government-related entities.
James Newman joins the Catcher team with over 25 years of experience in business-to-business technology hardware and software sales. Mr. Newman has been instrumental over the past 15 years in expanding channels of distribution, targeting technology-based startups.
Mr. Newman founded THE FIRM, a national manufacturer rep firm that sold computer peripherals to 15 major computer chains on a national level. In conjunction, Mr. Newman co-founded an ISP in Northern California that later became the first national cable Internet provider, ISP Channel, which went public in 1996. Mr. Newman also co-founded Pacific Micro Marketing in 1985, a northern California rep firm. During his tenure as vice president of sales, the company grew to over $100 million in sustained annual sales.
Charles Sander, President and CEO of Catcher Holdings, said, "James is a consummate professional with contacts from coast to coast. His experience of representing over 400 electronic products has allowed him to hit the ground running. We anticipate great things from James and have already begun to see the potential of his skills and contacts."
Newman said, "The CATCHER device is the most unique, feature rich computer hardware device that I've seen in my career. The CATCHER will change the way first responders and commercial enterprises fill the need for rugged handheld tablet PCs. The initial reaction I have obtained from the rep firms I've been talking to is beyond my expectations. I am certain that I will be able to assist Catcher in meeting its anticipated sales goals for 2007."
About Catcher Holdings, Inc.
Catcher Holdings, Inc.'s wholly-owned subsidiary, Catcher, Inc., has developed a portable, ruggedized, wireless, handheld command control device built to military specifications. Utilizing proprietary software, CATCHER product offers mission-critical, personnel essential, real-time wireless data and communications through an integrated platform incorporating voice, video, data, GPS and biometric capabilities. Photographs and detailed descriptions of the new CATCHER device are available on the Company's website at http://www.catcherinc.com/.
Special Note Regarding Forward-Looking Statements: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve known and unknown risks, delays and uncertainties that may cause actual results, performances or achievements of the Company to differ materially from those results, performance or other expectations expressed or implied by these forward-looking statements. These risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements include, but are not limited to: the Company's ability to successfully complete development of the CATCHER product, the Company's ability to commercialize the CATCHER product, the Company's ability to generate product sales and operating profits, potential vulnerability of technology obsolescence, potential competitive products by better capitalized companies, potential difficulty in managing growth, dependence on key personnel and other risks which are discussed in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements.
CATCHER HOLDINGS, INC. Charles Sander, President and CEO (540) 882-3087 Linda Decker, VP - Investor Relations Jeff Myhre, VP - Editorial 212.564.4700 Tom Gibson, VP - Media Relations 201.476.0322Catcher Holdings, Inc.
CONTACT: Linda Decker, VP - Investor Relations, or Jeff Myhre, VP -
Editorial, +1-212-564-4700, or Tom Gibson, VP - Media Relations,
+1-201-476-0322, all for Catcher Holdings, Inc.; or Charles Sander, President
and CEO of Catcher Holdings, Inc., +1-540-882-3087
Web site: http://www.catcherinc.com/
OLATHE, Kan., Dec. 29 /PRNewswire-FirstCall/ -- Garmin International Inc., a unit of Garmin Ltd. , today announced the Garmin Training Center software is now compatible with Mac OS X version 10.4 "Tiger." Garmin Training Center software is used with Garmin's Forerunner(R) and Edge(R) series fitness products.
(Logo: http://www.newscom.com/cgi-bin/prnh/20061026/CGTH082LOGO )
"This is a great day for Garmin and Mac customers because it is the first time a major GPS manufacturer has offered direct Mac support," said Dan Bartel, Garmin's vice president of worldwide sales. "With this new Mac compatible software, Mac owners will have our popular training tools at their fingertips."
Mac OS X version 10.4 "Tiger" users will now be able to download information directly from their Forerunner or Edge fitness device to the Garmin Training Center software. While using the software, fitness enthusiasts can create, analyze and store data from their fitness activities directly on their computer. The software also offers tools to record pace, speed, heart rate, and elevation based on time and distance. In addition, users can categorize the information based on the type of activity, such as walking, running, biking, or kayaking.
In addition to the Garmin Training Center, Mac users have come to rely on Garmin's web application -- MotionBased.com -- which has been supporting the Mac since March 2006. This internet based platform translates GPS data into performance analysis, online mapping and route sharing. MotionBased utilizes a web plug-in that allows customers to upload data directly from a Garmin fitness device through the Safari web browser. Data recorded by the GPS device is stored at MotionBased.com where time, distance, speed, elevation, cadence, grade, and heart rate analysis is displayed. The MotionBased.com site also includes charts, reports, historical weather, split analysis, interactive maps and one-click export to Google Earth.
Garmin will distribute complimentary Mac compatible Garmin Training Center software CDs at Macworld, January 8-12, 2007. Those unable to attend Macworld will be able to download the Mac compatible software for free in late January 2007 at http://www.garmin.com/products/trainingcenter .
Garmin International Inc. is a member of the Garmin Ltd. group of companies, which designs and manufactures navigation, communication and information devices -- most of which are enabled by GPS technology. Garmin is a leader in the general aviation and consumer GPS markets and its products serve aviation, marine, outdoor recreation, automotive, wireless and OEM applications. Garmin Ltd. is incorporated in the Cayman Islands, and its principal subsidiaries are located in the United States, Taiwan and the United Kingdom. For more information, visit Garmin's virtual pressroom at http://www.garmin.com/pressroom or contact the Media Relations department at 913-397-8200. Garmin, Forerunner, and Edge are registered trademarks, and Garmin Training Center and MotionBased are trademarks of Garmin Ltd. or its subsidiaries. Anticipated product availability dates are based on management's current expectations and are not guaranteed.
All other brands, product names, company names, trademarks and service marks are the properties of their respective owners. All rights reserved.
Notice on forward-looking statements:
This release includes forward-looking statements regarding Garmin Ltd. and its business. All statements regarding the company's future product introductions and expected product availability dates are forward-looking statements. Such statements are based on management's current expectations. The forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of known and unknown risk factors and uncertainties affecting Garmin, including, but not limited to, the risk factors listed in the Annual Report on Form 10-K for the year ended December 31, 2005 filed by Garmin with the Securities and Exchange Commission (Commission file number 0-31983). A copy of Garmin's Form 10-K can be downloaded at http://www.garmin.com/aboutGarmin/invRelations/finReports.html. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and Garmin undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.Photo: http://www.newscom.com/cgi-bin/prnh/20061026/CGTH082LOGO
CONTACT: Ted Gartner or Jessica Myers, both of Garmin International
Inc., +1-913-397-8200, or email@example.com
Web site: http://www.garmin.com/
LEXINGTON, Ky., Dec. 29 /PRNewswire/ -- Cingular Wireless wants its customers to know that its Richmond location's staff is ready and willing to help them with all their wireless needs -- but in unusual quarters. The store, formerly located at 830 Eastern Bypass, is moving into a trailer at the old Burger King lot at 470 Eastern Bypass, across from the new McDonald's, as the new 3,500 sq. foot Cingular store is being built on that same site.
Larry Fox, director of sales for the region, says, "We will have a full staff on hand to help our customers and a complete array of Cingular's innovative phones, PDAs, and accessories for them to choose from. The quarters may be smaller for now, but the service you'll get will still be the best in the business."
Cingular's former Richmond location closed its doors on December 28 and the temporary location will open for business on January 3. Store hours are from 9:00 a.m. to 9:00 p.m. Monday through Saturday and noon to 6:00 p.m. on Sunday. The new 3,500 sq. foot store, featuring an open, customer-friendly design and Cingular's cutting-edge wireless products, is expected to open in April.
Cingular is also planning a January 19-21 Grand Opening for its new 3,700 sq. foot Lexington superstore, located at 111 W. Reynolds Rd. between Target and Arby's. Cingular customers can take advantage of special promotions and sales during the celebration.
For more information on Cingular Wireless' new Richmond store, please call the store at (859) 623-0403.
About Cingular Wireless
Cingular Wireless is the largest wireless carrier in the United States, serving 58.7 million customers. Cingular, a joint venture between AT&T Inc. and BellSouth Corporation , has the largest digital voice and data network in the nation -- the ALLOVER(TM) network -- and the largest mobile-to-mobile community of any national wireless carrier. Cingular is a leader in third generation wireless technology. Its 3G network is the first widely available service in the world to use HSDPA (High Speed Downlink Packet Access) technology. Cingular is the only U.S. wireless carrier to offer Rollover(R), the wireless plan that lets customers keep their unused monthly minutes. Details of the company are available at http://www.cingular.com/. Get Cingular Wireless press releases emailed to you automatically. Sign up at http://cingular.mediaroom.com/.Cingular Wireless
CONTACT: Laurie Parker of Cingular Wireless, +1-615-221-3690, or
wireless, +1-615-202-3463, or Laurie.firstname.lastname@example.org
Web site: http://www.cingular.com/