SANTA CLARA, Calif., March 19 /PRNewswire-FirstCall/ -- CTK Windup Corporation (formerly Celeritek, Inc.) (Pink Sheets: CLTK) announced today that on March 14, 2007 it held a special meeting of shareholders to consider and approve the following three matters: (i) the acquisition of Strasbaugh, a California corporation, in a stock-for-stock share exchange transaction, (ii) the amendment and restatement of its articles of incorporation to effectuate, immediately preceding the closing of the share exchange, (a) a 1-for-31 reverse stock split, (b) a change in the name of CTK to Strasbaugh, and (c) an increase in CTK's authorized common stock from 50 million shares to 100 million shares and an increase in CTK's authorized preferred stock from 2 million shares to 15 million shares, and (iii) the approval of a new share incentive plan covering 2 million shares of common stock. All proposals were approved by the requisite number of shareholders in attendance at the meeting in person or by proxy.
CTK and Strasbaugh are working to satisfy all conditions to closing of the share exchange transaction including, among others, the completion of financial and legal due diligence with results satisfactory to all parties and the completion of a proposed equity financing in the amount of approximately $20 million.
About Strasbaugh
Strasbaugh is a leading provider of innovative precision surfacing equipment to the global semiconductor, silicon, data storage, light-emitting diode, telecommunications and precision optics industries. From prime wafer polishing and chemical-mechanical planarization ("CMP") systems to high quality grinding tools, Strasbaugh has built a reputation as a world-class manufacturer of precise, reliable polishing and grinding solutions. Strasbaugh has an active installed base of over 700 systems and has delivered over 16,000 tools and instruments worldwide since 1948.
Strasbaugh offers an extensive line of precision surfacing tools including polishing, grinding and precision optics equipment. Strasbaugh's equipment is highly configurable and incorporates proprietary advanced technology that results in higher yields for its customers. Strasbaugh's newest product introduction, nTrepid(TM), is a next generation 300mm wafer polisher. The nTrepid(TM) follows in the footsteps of Strasbaugh's highly successful 200mm nTegrity(TM) but primarily focuses on the expanded CMP market and a rapidly growing prime wafer production application. Strasbaugh's other new products include nOvation(R), a revolutionary 300mm hybrid grinding tool; nVision(TM), an endpoint detection system for CMP wafer processes; and CMP Enhancement(TM), an upgrade for the large installed base of older CMP tools.
Strasbaugh is a California corporation that commenced operations in 1948 as a sole proprietorship and was incorporated in 1964. Its principal executive offices are located in San Luis Obispo, California.
About CTK
On June 3, 2005, subsequent to the close of CTK's fiscal 2005 year end, CTK completed the sale of substantially all of its assets to Mimix Broadband, Inc. and, with the approval of CTK's shareholders, adopted a plan of dissolution, which included the change of its corporate name to CTK Windup Corporation. Since the sale of all of its operating assets to Mimix in June 2005, CTK has ceased all active business operations, managed its remaining assets and maintained its corporate existence to the extent necessary to provide for any remaining or contingent liabilities. On January 17, 2007, CTK wrote down its investment in NewGen, a privately-held Korean cellular phone manufacturer, from $2,500,000 to $0 effective as of December 31, 2006. The decision to write down the value of this investment was based upon the fact that NewGen is experiencing severe financial difficulties. CTK does not expect to monetize any of its investment in NewGen. If CTK is not successful in its attempts to acquire Strasbaugh and close the share exchange, CTK expects to continue to proceed with its plan of dissolution. Should that occur, the timing or likelihood of any further distributions to shareholders has not been determined.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
With the exception of historical information, the matters discussed in this press release, including without limitation, statement regarding the proposed share exchange with Strasbaugh, the proposed amendment to CTK's articles of incorporation to effectuate the reverse split, name change and increase in authorized capital and the proposed new share incentive plan are forward-looking statements that involve a number of risks and uncertainties. The actual future results of CTK could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to, the ability of CTK or Strasbaugh to close the proposed share exchange, the ability of Strasbaugh (through CTK) to raise sufficient additional equity capital immediately following the closing of the share exchange, the projected future demand for Strasbaugh's products, changes in technology and governmental regulations and policies, competitive products and services and unforeseen technical issues. CTK undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof.
