Attachment B to Proxy/Prospectus
NOTICE TO SHAREHOLDERS OF RIGHT TO DISSENT
PHOTONICS CORPORATION
THIS NOTICE TO SHAREHOLDERS OF RIGHT TO DISSENT is given this 20th day of
July, 2000 by Photonics Corporation, a California corporation (the
"Company") pursuant to Section 1300 et seq. of the General Corporation
Law of California (the "Act").
1. You are hereby notified that the Company and REpipeline.com., Inc., a
Texas corporation ("REP-T") have negotiated, and propose and intend to
consummate, execute and deliver a Stock Purchase Agreement to be
effective as of June 30, 2000 or such later date as may be required by
law (the "Stock Purchase Agreement"), whereby, upon satisfaction of
certain conditions stated therein, the Company, through it's subsidiary,
REpipeline.com, Inc., a Delaware corporation, will purchase all of the
outstanding shares of capital stock of the REP-T in exchange for newly
issued common stock of the Company. The Company's purchase of REP-T
includes as part of the transaction the sale of 90% of the stock of
Sunnyvale Technology Corporation, also a subsidiary of the Company. Such
sale may constitute a sale of all or substantially all of the Company's
assets not in the usual or regular course of business within the meaning
of the Act, thereby requiring approval of the owners of a majority of
the Company's voting shares outstanding.
2. On July 31, 2000, at the Annual Meeting of the shareholders, a
proposal will be made to ratify and approve the past actions of the
Company and authorized the consummation of the acquisition transaction.
Information relating to these actions has been distributed to all
shareholders of record as of June 1, 2000 via a Proxy/Prospectus. The
distribution of this notice and the consummation of certain other
transactions (the "Transactions") in connection therewith (all as more
fully described in the Proxy/Prospectus), subject to the approval of
shareholders entitled to cast at least the minimum number of votes which
would be necessary to authorize such actions at a meeting at which the
shareholders entitled to vote thereon were present in accordance with the
Act. A copy of the Proxy/Prospectus accompanies this Notice to
Shareholders of Right to Dissent.
3. You are hereby notified that the effective date of the announcement
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of the Transactions is July 11, 2000 and that you have certain rights as
a non-consenting shareholder, including the right to dissent and be paid
fair value ("Fair Value") for your shares.
4. To exercise your right to dissent and receive Fair Value for your
shares, you must provide, within twenty days of the mailing hereof, which
date is July 20, 2000, written notice to the Company of your dissent and
demand for Fair Value in the form attached hereto and made a part hereof
("Notice of Dissent and Demand"). Upon making such Notice of Dissent
and Demand, you shall cease to have any of the rights of a shareholder
except the right to be paid Fair Value for your shares and any other
rights of a dissenting shareholder under the Act. Fair value shall be
determined as of July 7, 2000, the last trading day prior to the day the
Company first announced the proposed Transactions.
5. Notice of Dissent and Demand may be supplied to:
Photonics Corporation.
1222 Alderwood Ave.
Sunnyvale, CA 94089
Attention: James T. Koo
6. Upon your written Notice of Dissent and Demand, you must submit your
share certificates or certificates representing your shares (the
"Certificates") in the Company at the above address for notation on such
Certificate that such Notice of Dissent and Demand has been made. The
Company must receive such Certificates no later than twenty days after
your Notice of Dissent and Demand and such Certificates shall be returned
to you with such notation.
7. Your rights as a dissenting shareholder shall cease if: (1) you fail
to present your certificates for notation within twenty days of your
Notice of Dissent and Demand; (2) your Notice of Dissent and Demand
is withdrawn with the written consent of the Company; (3) Fair Value is
not agreed upon and no action to determine the Fair Value is commenced
within the time periods provided below in paragraphs 9, 10 and 11; (4)
the appropriate court of competent jurisdiction in the State of
California determines that you are not entitled to payment for your
shares; (5) the purchase of REP-T and sale of Sunnyvale Technology
Corporation is abandoned or rescinded; or (6) a court of competent having
jurisdiction permanently enjoins or sets aside such purchase and sale.
8. Not later than 10 days after the expiration of the period within which
you may provide a Notice of Dissent and Demand to be paid the Fair Value
of your shares, the Company shall mail to you the balance sheet and the
surplus statement of the Company, as of the latest available date (which
shall not be earlier than 12 months prior to the making of such offer)
and a profit and loss statement or statements representing not less than
a 12-month period ended on the date of such balance sheet. The Company
may accompany such mailing with a written offer to pay you for your
shares at a specified price deemed by the Company to be the Fair Value
thereof. Such offer shall be made at the same price per share to all
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dissenting shareholders of the same class, or, if shares are divided into
series, of the same series.
9. If, not later than 30 days after the expiration of the 10-day period
specified in paragraph 9 above, Fair Value is agreed
upon between you and the Company, payment therefor shall be made upon
surrender of the Certificate to the Company.
10. If Fair Value is not agreed upon within the 30-day period specified
in paragraph 10 above, you may serve upon the Company a written demand (a
"Determination Demand") that it commence an action in the appropriate
court of competent jurisdiction in California for the determination of
the Fair Value of the shares. Such Determination Demand shall be
served not later than 30 days after the expiration of the 30-day period
for making the Determination Demand and such action shall be commenced by
the Company not later than 30 days after receipt by the Company of such
Determination Demand, but nothing herein shall prevent the Company from
commencing such action at any earlier time.
11. If the Company fails to commence the action as provided in the
immediately preceding paragraph, you may do so in the name of the
Company, not later than 60 days after the expiration of the time
limited by the immediately preceding paragraph in which the Company may
commence such an action.
12. In any action to determine the Fair Value of shares, the Court shall
(i) have jurisdiction to proceed in a summary manner, (ii) make all
dissenting shareholders parties to the action, (iii) have discretion to
appoint an appraiser to receive evidence and report to the court on the
question of Fair Value and (iv) have the power to render judgment against
the Company in the amount of the Fair Value of the shares. A judgment in
any such action shall be payable upon surrender to the corporation of the
Certificate. The costs and expenses of bringing any such action,
including the fees and expenses of any appraiser but excluding fees and
expenses of counsel and any experts you may employ, will be determined by
the court and apportioned among the parties to the action.
