ESS Technology, Inc. Announces Filing of Registration Statement on Form S-4
April 16 2008 - 5:41PM
PR Newswire (US)
FREMONT, Calif., April 16 /PRNewswire-FirstCall/ -- ESS Technology,
Inc. (NASDAQ:ESST), through its wholly owned subsidiary, Echo
Technology (Delaware), Inc., a Delaware corporation, filed a
Registration Statement on Form S-4 (registration statement
333-150234, the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") on April 14, 2008. The Registration
Statement includes a proxy statement of ESS Technology and a
prospectus and proxy statement of Echo Technology (Delaware), Inc.,
and had not been declared effective by the SEC. The Registration
Statement relates to the proposed sale of ESS Technology to
Imperium Master Fund, Ltd. ("Imperium"). ESS Technology previously
announced that on February 21, 2008, ESS Technology, Echo
Technology (Delaware), Inc., Semiconductor Holding Corporation, a
Delaware corporation and wholly owned subsidiary of Imperium, and
Echo Mergerco, Inc., a Delaware corporation and a wholly owned
subsidiary of Imperium, entered into an Agreement and Plan of
Merger pursuant to which ESS Technology is expected to be acquired
by Imperium. About ESS Technology ESS Technology, Inc. designs and
markets high-performance digital video processors for the consumer
market. ESS Technology, headquartered in Fremont, California, has
R&D, sales, and technical support offices worldwide. ESS
Technology's common stock is traded on the NASDAQ Global Market
under the symbol "ESST". ESS Technology's web site address is:
http://www.esstech.com/. This communication does not constitute an
offer to sell or the solicitation of an offer to buy or exchange
any securities or a solicitation of any vote or approval. INVESTORS
AND SECURITY HOLDERS OF ESS TECHNOLOGY ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS INCLUDED WITH THE
REGISTRATION STATEMENT FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of the Registration Statement, including the joint
proxy statement/prospectus, and other documents filed with the SEC
by ESS Technology or Echo Technology (Delaware), Inc. through the
Web site maintained by the SEC at http://www.sec.gov/. Free copies
of the Registration Statement, including the joint proxy
statement/prospectus, and other documents filed with the SEC can
also be obtained by directing a request to ESS Technology. ESS
Technology and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding ESS Technology's directors and executive officers for the
year ended December 31, 2007 is available in the Registration
Statement. The matters discussed in this news release include
certain forward-looking statements that involve risks and
uncertainties, including, but not limited to, the uncertainty
associated with the conditions to the closing of our merger
transaction with Imperium, and the other risks detailed from time
to time in the SEC reports of ESS Technology, including the reports
on Form 10-K, Form 10-Q and Form 8-K (if any) which we incorporate
by reference. Examples of forward-looking statements include
statements regarding the closing of our merger transaction with
Imperium. These forward-looking statements are based on
management's estimates, projections and assumptions as of the date
hereof and include the assumptions that underlie such statements.
Forward-looking statements may contain words such as "will",
"expect", "anticipate", "believe", "continue", "plan", "should",
other comparable terminology or the negative of these terms. Actual
results could differ materially from those projected in the
forward-looking statements. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events, or otherwise. DATASOURCE: ESS
Technology, Inc. CONTACT: ESS Technology, Inc. Investor Relations,
+1- -510-492-1161; or Rebecca Mack of Bergman Mack &
Associates, +1-949-981-4496, , for ESS Technology, Inc. Web site:
http://www.esstech.com/
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