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Filed by Cybex Computer Products Corporation
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: Apex Inc. (Commission File No. 000-21959); and
Aegean Sea Inc. (no Commission File No.)
APEX AND CYBEX ANNOUNCE JOINT FILING OF FORM S-4 FOR MERGER PROPOSAL
REDMOND, Wash. and HUNTSVILLE, Ala. - (BUSINESS WIRE)- April 3, 2000 - Apex,
Inc. (Nasdaq: APEX - news) and Cybex Computer Products Corporation (Nasdaq:
CBXC - news) 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 - news)
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 "plug and play" solutions to many of the network
administration, management and storage problems inherent in client/server
network environments. Apex's Outlook(R), ViewPoint(R) 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(R) 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
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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 CONTAIN IMPORTANT INFORMATION. THE S-4 DOCUMENT
WILL BE MAILED TO ALL APEX AND CYBEX STOCKHOLDERS WHEN APPROVED BY THE SEC.
Contact:
Apex Inc.
Barry Harmon, 425/497-5594
or
Cybex Computer Products Corporation
Dusty Pritchett, 256/430-4020, ext. 1304
