SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 1999
AEIRE Corp.
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(Exact name of registrant as specified in its charter)
Massachusetts 1-7404 04-2156392
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
No.)
c/o Milgo Solutions, 1691 N. Harrison Parkway, Sunrise, Florida 33323
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 954-846-3463
Alden Electronics, Inc.
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On April 15, 1999, the Class B Voting Stockholders of AEIRE Corp., formerly
known as Alden Electronics, Inc. (the "Company"), approved the liquidation and
dissolution of the Company. Since the sale of the Company's operating assets in
January, 1997, the Company has not engaged in operations other than the sale of
its real estate holdings in July, 1997 and the management of its contractual
obligations arising from the divestiture of its operating assets. As part of the
liquidation process, the Company intends to file a petition with the
Massachusetts State court for early liquidation of the Company's assets.
The Company anticipates that the net assets available for distribution to
its stockholders will be approximately $930,000, although there can be no
assurance as to such amount since the final liquidation amount will not be
determined until the remaining liabilities of the Company are fixed in amount
and discharged, costs of the liquidation and the court proceeding are finalized,
amounts are reserved for contingent liabilities of the Company and a final
liquidation order is issued by the State court.
As of April 15, 1999, there were 25,000 shares of Class B Common Stock and
2,010,385 shares of Class A Common Stock outstanding. The Company's Class B
Common Stock has sole voting rights unless more than 5,000 shares of Class B
Common Stock are converted into Class A Common Stock, at which time the holders
of Class A Common Stock will have sole voting rights. In addition, each share of
Class B Common Stock is convertible at any time into 7 shares of Class A Common
Stock. Before conversion, holders of the Class B Common Stock would participate
on a share-for-share basis with holders of the Class A Common Stock in a
liquidation of Company assets.
As of April 27, 1999, stockholders holding more than 5,000 shares of the
Company's Class B Common Stock had elected to convert such shares into the
Company's Class A Common Stock, resulting in the Class A Common Stock having
sole voting rights.
Information and statements in this report, other than historical
information, should be considered forward-looking and reflect management's
current views of future events that involve a number of risks and uncertainties
that could cause actual results to differ materially from those anticipated or
forecasted. Factors that could cause actual results to differ materially
include, without limitation, the final determination and discharge of the
Company's liabilities, the costs of liquidation, the number of shares of Class B
Common Stock actually converted and the duration, cost and outcome of the State
court liquidation proceeding. The Company assumes no obligation to update
forward-looking statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
AEIRE Corp. f/k/a
Alden Electronics, Inc.
Date: April 27, 1999 By: /s/ Robert J. Wentworth
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Robert J. Wentworth, President
and Treasurer
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