SOURCE: Hathaway Corporation

November 02, 2005 09:00 ET

Hathaway Corporation Proposes Spin-Off of Its Subsidiary OptiCon Systems, Inc.

OptiCon Systems Inc. Also Proposes to File a Form 10 Registration Under the Securities Exchange Act of 1934

ST. PETERSBURG, FL -- (MARKET WIRE) -- November 2, 2005 -- Hathaway Corporation (OTC: HWYI), a leading global provider of communications and telecommunications software, announced that Paul Lisenby, the Chairman and Chief Executive Officer of the Company, proposed to the board of directors that the Company's 100% equity interest in OptiCon Systems Inc. be spun-off, pro rata, to all of the Company's public shareholders as of a record date to be established (the "Spin-Off"). In conjunction with the Spin-Off, OptiCon Systems Inc. proposes to file a Form 10 registration under the Securities Exchange Act of 1934 and would expect to be a publicly traded reporting company following the Spin-Off. It is not expected that the Spin-Off will require any vote of the Company's shareholders; however, the approval of its Board of Directors will be necessary.

Management's proposal of the Spin-Off generally are to be reviewed and considered by the Board of Directors which has been charged with making a recommendation regarding these matters to the full Board of Directors, which will ultimately make the determination of whether to go forward and propose the appropriate vote of the shareholders. There can be no assurances that the Spin-Off will be consummated or OptiCon will ever become a public entity. Proposed Spin-Off is to attract private or public equity up to $100M in 48 months. OptiCon's status as a private or a public company will be determined solely by the interested funders. Registration statement will only be filed if OptiCon could not attract any funds on the private equity market as a private company.

Paul Lisenby, Chairman and CEO of the Company, indicated as follows:

"We have also decided to propose to Board of Directors, that, the Company spin-off its 100% equity interest in its rapidly growing subsidiary, OptiCon Systems Inc., pro rata, to all of the Company's shareholders as of a record date yet to be established.

"We believe that there are many business purposes for such a spin-off, including the overall unlocking of shareholder value, the enabling of OptiCon Systems to attract and maintain a superlative management team with equity-related incentives, greater liquidity, acquisitions, greater access to public or private capital, including debt and equity.

"We look forward to working with the Board of Directors as a whole to ensure these proposed transactions are in the best interests of the Company and all of its constituents, most importantly, its shareholders." You can visit OptiCon at

About Hathaway Corporation

Hathaway Corporation develops and acquires undervalued companies that bring a shift in how communications is delivered and serviced globally. Starting with OptiCon Systems, which is used by global 500 companies, Hathaway will continue to seek out and capitalize on emerging technologies that will change the way the world communicates. Hathaway brings the communications solutions of the future to today's business marketplace. To request further information about Hathaway, please email us at

Forward-Looking Statements

This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products and services that we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets.

Contact Information

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    Hathaway Corporation
    St. Petersburg, Florida
    Sam Talari
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