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SCHEDULE 14A INFORMATION
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[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FieldWorks, Incorporated
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(Name of Registrant as Specified In Its Charter)
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FOR IMMEDIATE RELEASE
Investor contact: RoseMary Luebke
Controller
952.974.7000
[email protected]
Media contact: Gary Hornseth
Hornseth Communications for FieldWorks, Inc.
651.699.0759
[email protected]
FIELDWORKS ANNOUNCES ADJOURNMENT OF
SPECIAL MEETING
Additional Shareholder Votes Required to Approve Transfer of Shares from
Industrial-Works to Kontron
Eden Prairie, Minnesota - FieldWorks, Incorporated (OTCBB: FWRX) today
announced that the special meeting of shareholders called to approve the sale
and transfer of FieldWorks stock to Kontron Embedded Computers AG and its wholly
owned subsidiary, FWRKS Acquisition Corp., has been adjourned. The special
meeting has been adjourned until Friday, October 27, 2000 at the offices of
FieldWorks, 7631 Anagram Drive, Eden Prairie, Minnesota at 3:00 p.m. Minneapolis
time.
Prior to adjournment of the meeting, FieldWorks shareholders approved
the sale of 6 million shares of common stock by FieldWorks to FWRKS Acquisition
Corp. The meeting was adjourned for the purpose of soliciting additional votes
for approval of the transfer of shares from Industrial-Works Holding Co., LLC to
Kontron. The approval of this transfer requires a vote of a majority of the
issued and outstanding shares of FieldWorks, excluding any shares owned by
Kontron, Industrial-Works and their affiliates.
"We knew when we mailed the proxy materials 3 weeks ago that there were
significant logistical challenges to receiving enough proxy votes by October
18," said David Mell, President and CEO of FieldWorks. "These logistical
challenges proved to be insurmountable in this short period of time. Of the
votes we have received, a majority are in favor of the transaction. We are
encouraging all shareholders to submit their votes so that a sufficient number
are received."
Mell continued, "We are encouraging everyone to vote as soon as
possible by calling the toll-free number provided in their proxy materials,
their broker, or their broker's proxy department. If shareholders have not yet
received or have misplaced their proxy, they should call their broker or their
broker's proxy department to request the necessary documents."
Proxy materials in connection with the special meeting were first
mailed on Thursday, September 28, 2000 to shareholders of record of FieldWorks
as of August 29, 2000.
The transactions described in the proxy materials remain subject to
approval by shareholders of FieldWorks, as well as to other customary closing
conditions. If FieldWorks shareholders approve the transfer of shares of stock
from Industrial-Works to Kontron at the adjourned meeting, it is expected that
the transactions with Kontron will close as soon as practicable thereafter.
Shareholders who have already given a proxy do not need to revote.
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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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