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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
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SENTEX SENSING TECHNOLOGY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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Filed by Sentex Sentex Sensing Technology, Inc.
Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Sentex Sensing Technology, Inc.
Commission File No 2-13328
Contact: R. S. Kendall
Sentex Sensing Technology, Inc.
(216) 687-0287 or
Berenice E. Kleiman
Kleiman Associates Inc.
(216) 491-8114
SENTEX SENSING TECHNOLOGY
ANNOUNCES SALE OF MONITEK
Cleveland, Ohio. March 14, 2000--Sentex Sensing Technology, Inc. ("Sentex"),
headquartered here, has announced the sale of the business conducted by Monitek
Technologies, Inc., a wholly owned subsidiary, and Monitek GmbH, a German
subsidiary of Monitek, to Metrisa, Inc. ("MTRE") of Bedford, Massachusetts.
Under terms of the sale, Sentex will sell substantially all of its Monitek and
Monitek GmbH assets to Metrisa for cash, notes, the assumption of selected
liabilities, and Metrisa stock. No dividends or distributions will be available
to make payments to the shareholders. The proposed sale is subject to customary
closing conditions, including shareholder approval.
Monitek manufactures a wide range of environmental and process control
instrumentation to monitor and analyze fluids of all types. Metrisa makes
scientific and process control equipment for markets worldwide. Metrisa's sales
in fiscal 1999 were $7.6 million, compared to nearly $4.3 million for Monitek.
Sentex Chairman and President Robert S. Kendall said that Metrisa and Monitek
fit well together, because of complementary products that will allow Metrisa to
operate more efficiently and gain better market penetration.
In discussing future plans for Sentex, Kendall explained that "We are exploring
opportunities to apply these different resources, and expect to announce new
programs to shareholders and others who follow the company in the near future."
Any statements contained in this release that are not historical facts and
relate to future events, such as statements to announce new programs, may be
considered forward-looking statements. These are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from the
matters stated, or implied, in such forward-looking statements. Actual results
may differ if the existing plans cannot be implemented due to the Company's
resources or market conditions.
THIS PRESS RELEASE IS NOT INTENDED TO CONSTITUTE A SOLICITATION OF A PROXY BY
THE COMPANY, ANY OF ITS SHAREHOLDERS OR ITS BOARD OF DIRECTORS TO APPROVE THE
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TRANSACTION. ALL SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT
AND OTHER DOCUMENTATION THAT WILL BE MAILED TO THEM IN CONNECTION WITH THIS
TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
THESE DOCUMENTS WILL ALSO BE AVAILABLE AT NO CHARGE FROM THE WEB SITE OF THE
SECURITIES AND EXCHANGE COMMISSION (SEC) AT WWW.SEC.GOV. THIS FILING, WHICH
INCLUDES THE PROXY STATEMENT OF SENTEX, WILL BE MAILED TO SHAREHOLDERS AS STATED
ABOVE.
Sentex Sensing Technology is headquartered in Cleveland, Ohio. For more
information, please contact Sentex Sensing Technology at 1801 East Ninth Street,
Suite 1510, Cleveland, Ohio 44114. Telephone: (216) 687-0287; Fax (216)
687-0298.
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