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EXHIBIT 99-1
FOR IMMEDIATE RELEASE
Investor contact: Karen Engebretson
Chief Financial Officer
952.974.7000
[email protected]
Media contact: Gary Hornseth
Hornseth Communications for FieldWorks, Inc.
651.699.0759
[email protected]
FIELDWORKS AND KONTRON ENTER OPERATING AGREEMENT;
KONTRON EXERCISES REVISED EQUITY OPTION TO ACQUIRE
SIX MILLION COMMON SHARES OF FIELDWORKS
EDEN PRAIRIE, Minn. -- (August 16, 2000) - FieldWorks Inc. (NasdaqSC: FWRX), a
leading solution provider and mobile computer supplier for demanding field
applications, today announced that it has entered into an operating agreement
with Kontron Embedded Computers AG, an embedded computer manufacturer
headquartered in Munich, Germany. In addition, FieldWorks announced that Kontron
exercised an amended equity option to acquire 6 million shares of common stock
of FieldWorks for a purchase price of $5.4 million.
Under the operating agreement, Kontron promises to provide FieldWorks with
timely completion of existing product development programs in fourth quarter
2000 with substantial costs absorbed by Kontron. The agreement guarantees
FieldWorks that production requirements for its FW5000 and FW2000 products will
be satisfied on a timely basis and at a significantly lower cost than
FieldWorks' existing product cost. The operating agreement also provides for
Kontron to use its best efforts to expand FieldWorks' revenues through
distribution of FieldWorks products in Europe. The agreement continues through
December 2001.
Under the amended equity option exercised by Kontron, Kontron will acquire 6
million shares of common stock of FieldWorks for a purchase price of $5.4
million. In addition, the option Kontron previously granted to Industrial-Works
Holding Co., LLC ("IWHC") has been amended. As amended, IWHC has an option to
acquire 62,000 shares of Kontron in exchange for preferred shares of FieldWorks
that are convertible into 3.4 million shares of FieldWorks common stock. The
closing of these transactions is subject to shareholder approval, the exercise
of IWHC's option and satisfaction of other customary closing conditions.
FieldWorks expects that a special shareholder meeting will be held in early
October and, upon satisfaction of all closing conditions, the final closing of
these transactions would occur on December 1, 2000. Upon closing of each of
these transactions, Kontron would own in excess of 10.3 million common shares on
an as if converted basis, representing over 51 percent of the common stock of
FieldWorks on an as if converted basis.
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As a result of these announcements, FieldWorks will contact the Nasdaq Listing
Department to determine the continued listing status of the FieldWorks common
stock on the Nasdaq Small Cap Market. While FieldWorks net tangible assets will
exceed the minimum requirements of Nasdaq as a result of these transactions,
FieldWorks has previously fallen below the minimum net tangible listing
requirements.
About Kontron
Based in Munich, Germany, Kontron Embedded Computers AG is a leading
manufacturer and marketer of embedded computers, supplying OEMs, systems
integrators and end-users with embedded computer systems, board-level products
and software. As a charter member of Intel's Applied Computing Platform Provider
(ACPP) program, Kontron is firmly positioned to provide customers with a
continuous, strategic technological advantage.
Kontron operates wholly owned subsidiaries across Europe and regional offices in
North America and Asia-Pacific. Teknor, a subsidiary of Kontron, is based in
Montreal and serves as Kontron's North American headquarters. Kontron is
publicly traded on the German Neuer Stock Exchange.
About FieldWorks
FieldWorks Inc., founded in 1992, designs, manufactures and sells solutions
incorporating rugged computers for transportation, public service,
military/government and heavy equipment industries worldwide. FieldWorks
provides a complete solution to customers that includes product customization,
integration and support services. FieldWorks products are designed and produced
in compliance with its formal quality system, which is certified to the
international ISO9001 quality standard.
Forward-looking statements in this news release, if any, are made under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Certain important factors could cause results to differ materially from those
anticipated by the statements, including the impact of changing economic or
business conditions, the impact of competition, the availability of financing,
the success of products in the marketplace, other risk factors inherent in the
computer industry and other factors discussed from time to time in reports filed
by the Company with the Securities and Exchange Commission.
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