Armor Designs Announces Update on Legal Matters
TEMPE, Arizona, Nov. 19, 2014 -- The following announcement replaces in its
entirety the announcement released by Armor Designs, Inc. on Tuesday, November
18 at 7.00am UK time (2:00am ET) which was released in error. The full amended
text appears below.
Armor Designs, Inc. (LSE: ADID) ("Armor" or the "Company"), a leading designer,
integrator and manufacturer of armor solutions for military, government and
commercial use, today provided an update on litigation currently pending before
the Court of Chancery of the State of Delaware (the "Court"). Following a
hearing held on Friday, November 7, 2014, the Court preliminarily declined to
validate a written consent executed by the Company's former Chairman of the
Board and Chief Executive Officer, James St. Ville ("St. Ville"), acting
through his wholly-owned company Hawthorne & York International Ltd ("HYI"), to
remove the incumbent board of directors and to appoint seven new board
members.
Under consideration by the Court is the validity of St. Ville's actions taking
in to account the terms of a "Relationship Agreement" entered into by St.
Ville, HYI and the Company in December 2007. The Court concluded that the
Relationship Agreement contractually binds St. Ville in a way that limits his
ability to act as controlling stockholder, and thereby has encouraged investors
who relied on its precepts to buy stock and know that they would not be subject
to certain control actions by St. Ville. The Court reserved its decision as to
the applicability of the Relationship Agreement to invalidate St. Ville's
action because the record is devoid of whether St. Ville reasonably believed
the action to be in the best interest of the Company and its shareholders as a
whole. A further hearing is expected to occur but no timetable has yet been
set.
It is anticipated that trading in the Company's shares on AIM will remain
suspended pending further updates in relation to these matters as well as
notification of the Company's interim results to June 30, 2014 which have been
delayed due to the aforementioned matters.
Further announcements will be made as appropriate.
For further information please contact:
Dennard Lascar Associates LLC., Tel: 713-529-6600
M. Carol Coale
ccoale@dennardlascar.com
Ken Dennard
ken@dennardlascar.com
Armor Designs, Inc. Tel: +1-520-329-7686
David L. Oliveira
S. P. Angel Corporate Finance LLP Tel: +4420-3463-2260
Stuart Gledhill
Tercel Moore
About Armor Designs, Inc.
Armor Designs, Inc. (ADI) is a knowledge-based, technology-innovation company
that develops and manufactures the highest quality, lightest and
most cost-effective armor solutions to serve the military, government and
commercial sectors on a global basis. We are an international company
headquartered in Phoenix, Arizona, and our commitment to state-of-the-art
innovation is driven through the application of Finite Elemental Analysis. This
methodology eliminates the trial-and-error approach and instead provides a
robust platform for a rapid development of armor solutions that can be tailored
for any application.
For more information, please visit the Armor Designs web site at
www.armordesigns.com.
Safe Harbor Statement and Disclaimer
This news release includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward looking statements give
our current expectations, opinion, belief or forecasts of future events and
performance. A statement identified by the use of forward looking words
including "may," "expects," "projects," "anticipates," "plans," "believes,"
"estimate," "should," and certain of the other foregoing statements may be
deemed forward-looking statements. Although Armor Designs believes that the
expectations reflected in such forward-looking statements are reasonable, these
statements involve risks and uncertainties that may cause actual future
activities and results to be materially different from those suggested or
described in this news release. Investors are cautioned that any
forward-looking statements are not guarantees of future performance and actual
results or developments may differ materially from those projected. The
forward-looking statements in this press release are made as of the date
hereof. The Company takes no obligation to update or correct its own
forward-looking statements, except as required by law, or those prepared by
third parties that are not paid for by the Company.
Electronic versions of the materials you are seeking to access are being made
available on this website by Armor Designs, Inc. ("Armor Designs") pursuant to
the AIM rules for companies published by the London stock exchange as a
consequence of the fact that the common shares of armor designs are admitted to
trading on the AIM market of the London Stock Exchange.
Non-U.S. persons
These materials are not directed to nor are they intended for access by persons
located or resident in the United States. None of the securities of Armor
Designs discussed or referred to in the materials you are seeking to access
have been registered under the US securities act 1933, as amended ("securities
act") and may not be offered, sold, pledged or otherwise transferred except (1)
in an offshore transaction meeting the requirements of rule 903 or rule 904 of
regulation S under the securities act, (2) pursuant to an effective
registration statement under the securities act, or (3) pursuant to an
available exemption from the registration requirements of the securities act,
in each case in accordance with all applicable securities laws.
Contacts: Carol Coale / Ken Dennard
Dennard - Lascar LLC
(713) 529-6600
ccoale@dennardlascar.com
ken@dennardlascar.com
SOURCE Armor Designs, Inc.