SOUTHBOROUGH, Mass. - July 27, 2001 - ViryaNet (NASDAQ: VRYA), a leading provider of enterprise and mid-market wireless workforce management solutions for field service communities, today announced that its Board of Directors has approved a voluntary stock option exchange program for its employees. The Company expects to formally commence the exchange offer within the next seven business days.
Under the program, eligible ViryaNet employees will be given the opportunity, if they elect to do so, to tender for cancellation any outstanding stock options, whether or not vested in exchange for new stock options to be granted at a future date. The tendered options will be cancelled promptly following the expiration of the exchange offer. The new options will be granted under ViryaNet's 1999 Stock Option and Incentive Plan and will be granted no earlier than six months and one day after the date of cancellation of the tendered options. The exercise price per share for the new options will be the fair market value of the underlying shares at the time of the grant of the new options, which is generally equal to the last reported sale price per share of ViryaNet's ordinary shares on the Nasdaq National Market on such date.
"Our successes to date are due, in great measure, to the outstanding work and contributions of our employees," said Win Burke, president and CEO, ViryaNet. "In the face of very challenging market conditions, we have been managing costs by making difficult decisions, including significantly reducing headcount and asking our remaining employees to extend their responsibilities. We believe this program is an important part of our ability to continue to retain, motivate, and appropriately reward employees. This program is designed to recognize ViryaNet's employees' talents and hard work, and, ultimately, build long-term value for all stockholders."
Eligible employees who elect to participate in the exchange program must also tender for cancellation all options granted within the six-month period prior to the effective cancellation date pursuant to the offer. In exchange, employees will be eligible to receive 1.1 new stock options for every 1 stock option cancelled. The terms and conditions of the new options, including the vesting schedules, will be substantially the same as the terms and conditions of the options that were tendered for cancellation. The vesting schedules will also take into consideration the time that has elapsed until the date of grant of the new options.
The exchange program is being structured to comply with FASB Interpretation No. 44 "Accounting for Certain Transactions Involving Stock Compensation" - An Interpretation of APB Opinion No. 25. Accordingly, ViryaNet anticipates that there will be no variable compensation charges to the Company as a result of this stock option exchange program. Members of the Company's Board of Directors and executive officers will not be eligible to participate in this program.
ViryaNet has not commenced the offer that is referred to in this communication. Following the commencement of the offer, eligible employees will be sent a copy of the written "Offer to Exchange". Eligible employees are urged to read the Offer to Exchange when it becomes available, because it will contain important information. Eligible employees will be able to obtain a free copy of the Schedule TO which, when filed with the SEC, will contain the Offer to Exchange and other important information, as well as other filings containing information about us, at the SEC's website ( http://www.sec.gov). Following commencement of the offer to exchange, eligible employees will also be able to obtain, without charge, copies of the Schedule TO and our SEC filings incorporated by reference in the Offer to Exchange directly from ViryaNet.
About ViryaNet
ViryaNet is a leading provider of enterprise and mid-market wireless workforce management solutions for field service communities. These solutions enable field service organizations to efficiently schedule and dispatch field service personnel, capture and record logistics and labor activity, and monitor, report, and measure this activity - meeting an organization's installation, preventative maintenance, and break-fix obligations. ViryaNet's wireless workforce management solution supports a variety of wireless devices over standard wireless networks.
ViryaNet's solutions allow organizations to integrate popular front- and back-office applications. ViryaNet's professional services team and implementation partners enable implementation of the Company's solutions for wireless workforce management.
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding ViryaNet's expectations, beliefs, intentions, or strategies regarding the capabilities of its products and its relationships with its customers. All forward-looking statements
included in this document are based upon information available to ViryaNet Inc. as of the date hereof, and ViryaNet Inc. assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These and other risks relating to ViryaNet's business are set forth in ViryaNet's Form F-1, as amended, declared effective by the SEC on September 19, 2000, and
the other reports filed from time to time with the Securities and Exchange Commission.