BEI Technologies, Inc. Establishes New Subsidiary for Optical Components
25 July 2000
Plans Special Dividend to Existing ShareholdersSAN FRANCISCO - BEI Technologies, Inc. reported today that it had established and provided seed financing for a new subsidiary company called OpticNet, Inc. to develop optical components for the telecommunications market. Dr. Lawrence Wan, BEI Technologies' chief technology officer, will serve as chairman of OpticNet, according to Charles Crocker, chairman and CEO of BEI Technologies. Dr. Wan stated, "BEI has developed intellectual property over the past year which could lend itself to applications in the field of fiber optic telecommunications components. These applications include optical switching and offer new business prospects if we are able to achieve proof of principle." Crocker commented, "BEI has agreed to establish OpticNet as a new development stage company owning this intellectual property and to fund its initial development activities. OpticNet has potential, but its market focus and capital requirements, as well as the need to recruit and reward employees, suggest that it should become an independent company." "Accordingly, BEI Technologies plans, subject to regulatory approvals, to distribute in the form of a taxable dividend a majority of its OpticNet common stock to BEI shareholders in the near future. Initially, these shares will be restricted and will not be transferable. However, OpticNet intends to file a registration statement with the SEC toward the end of this year to register its common stock under the Securities Exchange Act of 1934, so that, subject to SEC and other approvals, the dividended shares could be traded in the future. Because OpticNet's potential is completely unproven and the shares initially will not be transferable, BEI Technologies believes the value for tax purposes of the OpticNet shares dividend will be nominal. BEI plans to dividend cash to its shareholders to help defray an estimate of shareholder's taxes on the dividends." Dr. Wan added, "We believe the advanced MEMS process capability resident within BEI's SiTek subsidiary, in combination with OpticNet's intellectual property specifically for optical components, could have applications in the development of fiber optic telecommunications products." Mr. Dan Joslyn, former president and chief operating officer of Optical Coating Laboratory, Inc., has agreed to become president of OpticNet. BEI Technologies and its SiTek subsidiary have agreed to provide OpticNet with the exclusive rights to all SiTek technology, including products and processes, for optical telecommunications products. SiTek, Inc. will continue to develop advanced MEMS devices for BEI's sensor and motion control businesses. BEI Technologies, Inc. is an established manufacturer of electronic sensors, motors, actuators and motion control products used for factory and office automation, medical and scientific equipment, military, aviation and space systems, and transportation equipment including automobiles, trucks and off-road equipment. The Company's micromachined quartz GyroChip(R) sensors are used in advanced vehicle stability control systems and a significant increase in the production of those sensors has been in progress since the middle of 1998. BEI also manufactures electronic steering wheel position sensors, seat-memory modules, throttle position and pressure sensors and other devices used in automotive systems. GyroChip is a registered trademark of BEI. Except for historical information, this news release may be deemed to contain forward-looking statements that involve risks and uncertainties, including statements with respect to timely development, acceptance and pricing of new products; impact of competitive products and price; the ability to manufacture products in sufficient volume on an efficient and timely basis; general economic conditions as they affect the Company's customers, as well as other risks detailed from time to time in the Company's reports to the Securities and Exchange Commission, including the Company's Form 10-K Annual Report for fiscal 1999.