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Filed by Apex Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12 Under the Exchange Act
of 1934
Subject Companies: Cybex Computer Products
Corporation (Commission File No. 000-26496); and
Aegean Sea Inc. (no Commission File No.)
APEX AND CYBEX ANNOUNCE JOINT FILING OF FORM S-4
FOR MERGER PROPOSAL
REDMOND, WA, AND HUNTSVILLE, AL, APRIL 3, 2000 - Apex Inc. (Nasdaq: APEX) and
Cybex Computer Products Corporation (Nasdaq: CBXC) today announced that they
jointly filed a Registration Statement on Form S-4 with the Securities and
Exchange Commission on March 31, 2000 regarding the proposed merger between the
two companies. The joint filing was made under the name Aegean Sea Inc.
The S-4 filing can be viewed at the following site:
http://www.irinfo.com/cbxc/html/aegean.htm
The companies also announced that the regulatory filings with the Department of
Justice and the Federal Trade Commission required by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 have been made. The transaction is expected
to be completed no later than the third quarter of this year and is subject to
customary regulatory and shareholder approvals.
ABOUT CYBEX COMPUTER PRODUCTS CORPORATION
The premier provider of network hardware to control and extend server access for
today's growing networks, ASP/ISP server farm environments and enterprise data
centers, Cybex Computer Products Corporation (Nasdaq: CBXC) designs, develops
and manufactures systems to make server management more efficient. Founded in
1981, Cybex addresses the need to consolidate PC and server control and reduce
equipment redundancy and clutter. The Company built its reputation for
excellence as a leader in KVM switching, a technology that allows network
administrators to control multiple computers from a single keyboard, video
monitor and mouse. Cybex has leveraged its server access and management
expertise to expand the product line into a comprehensive line of scalable,
platform-independent systems that give administrators local and remote control
of network hardware devices.
Headquartered in Huntsville, Alabama, Cybex has manufacturing facilities in the
United States and Ireland, and sales offices throughout the world. With the
largest engineering and support staffs in the industry, Cybex leads the way in
innovation and quality from its R&D centers in Steinhagen, Germany, Shannon,
Ireland, Acton, Massachusetts and Huntsville, Alabama. For more information
about Cybex and its products, visit the company's Web site at www.cybex.com.
ABOUT APEX INC.
The leader in server console management and switching technology, Apex designs,
manufactures, and sells stand-alone switching systems, remote access products,
and integrated server cabinet solutions for the client/server computing market.
Apex provides comprehensive
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CBXC and APEX File S-4
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April 3, 2000
"plug and play" solutions to many of the network administration, management
and storage problems inherent in client/server network environments. Apex's
OUTLOOK-Registered Trademark-, VIEWPOINT-Registered Trademark- and EMERGE-TM-
products consolidate the control and monitoring of multiple network servers
to a centralized command center consisting of one or more consoles. Apex's
console switching and remote access products use the patented
OSCAR-Registered Trademark- interface that enables a network administrator to
immediately identify and access servers using the administrator's own naming
convention.
Based in Redmond, Washington, Apex is committed to helping information
technology professionals manage their growing server populations. Apex's
OUTLOOK, VIEWPOINT, and EMERGE product families help manage servers in thousands
of companies worldwide, and top server manufacturers including Compaq, Dell and
IBM continue to choose Apex products for their rack-mounted server offerings.
Additionally, Apex was recently ranked fifth in Business Week's 1999 listing of
"100 Hot Growth Companies" in America.
More information on Apex products and services is available by calling
800-861-5858, via email at [email protected], or on the World Wide Web at
www.apex.com
FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking statements as
defined within the Private Securities Litigation Reform Act of 1995. These
include statements regarding the anticipated closing and the anticipated
completion date of the merger. Such forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially
from the statements made, including the risks associated with the regulatory and
shareholder approvals required in connection with the merger. Other factors that
could cause operating and financial results to differ are described in the two
companies' Securities and Exchange Commission filings, including their Forms
10-K and 10-Q and the Aegean Sea Inc. Form S-4, and include other risks detailed
from time to time in their reports to be filed with the SEC. Neither Apex nor
Cybex undertakes any obligation to publicly release the result of any revisions
to forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Apex, its officers and directors and the new parent company in the proposed
merger may be deemed to be participants in the solicitation of proxies from
Apex's shareholders or those of Cybex with respect to the transactions described
above. Information regarding such officers and directors is included in Apex's
Annual Report on Form 10-K for the year ended December 31, 1999. This document
is available free of charge at the SEC's website at www.sec.gov and from the
Apex contact listed below.
Cybex, its officers and directors and the new parent company in the proposed
merger may be deemed to be participants in the solicitation of proxies from
Cybex's shareholders or those of Apex with respect to the transactions described
above. Information regarding such officers and directors is included in Cybex's
Annual Report on Form 10-K for the year ended March 31, 1999. This document is
available free of charge at the SEC's website at www.sec.gov and from the Cybex
contact listed below.
SHAREHOLDERS OF APEX AND CYBEX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
WHICH WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 IN CONNECTION
WITH THE MERGER BECAUSE IT WILL
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CBXC and APEX File S-4
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April 3, 2000
CONTAIN IMPORTANT INFORMATION. THE S-4 DOCUMENT WILL BE MAILED TO ALL APEX AND
CYBEX STOCKHOLDERS WHEN APPROVED BY THE SEC.
APEX INC.
Barry Harmon, 425-497-5594
CYBEX COMPUTER PRODUCTS CORPORATION
Dusty Pritchett, 256-430-4020, ext. 1304
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